("Faron" or the "Company")
Inside Information: Faron publishes the final result of the fully subscribed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO ACQUIRE ANY SECURITIES. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF MAR AS IT FORMS PART OF DOMESTIC LAW IN THE
Company announcement,
Key Highlights
- The share offering attracted significant interest from both existing shareholders and new investors and was oversubscribed.
-
Through the share offering, the Company raised a total of approximately
EUR 30.7 million , of which approximatelyEUR 3.7 million will be paid by converting the Company's Capital Loans (as defined below) and related arrangement fees and interests into shares in the Company. -
As a result of the share offering, with the gross proceeds of approximately
EUR 27 million the Company believes it will have sufficient resources to execute its core business and deliver on its key milestones of the year 2024 under the current business plan and in compliance with the financial covenants of the IPF Fund II SCA, SICAV-FIAR's ("IPF") Facilities Agreement until the latter half ofMarch 2025 . - The Company believes that the proceeds allow the completion of the Phase II of the Company's BEXMAB clinical trial and allow the Company to pursue readiness to move to Phase III in drug development. The Company will also seek advice from the FDA regarding next steps for drug development and pursue negotiating a licensing or partnership agreement for bexmarilimab.
-
The Board of Directors of the Company has decided on the completion of the share offering and the issuance of a total of 30,709,056 newly issued treasury shares and new shares in the Company in the share offering (including the shares issued in the
UK Offering (as defined below), the "Offering"), corresponding to approximately 29.9 percent of the Company's outstanding shares and votes after completion of the Offering. -
The subscription price was
EUR 1.00 per share (the "Subscription Price"). - As set out in the terms and conditions of the Offering, allocation preference has been given to qualifying shareholders and DI (depositary interest) holders in the Offering.
The Offering was conducted as a directed share issue by way of (i) a public offering to private individuals and legal entities in
The Offering attracted significant demand from both existing shareholders and new investors, both institutional and retail, with more than 3,000 total subscribers in the Offering. In the Offering, 7,872,794
Allocation of
The Offering was conditional upon the Company raising at least
The Company had committed to issue investors who participated in the private placement announced on
The Company believes the net proceeds of the Offering allow the completion of the Phase II of the BEXMAB clinical trial with patients suffering from MDS which has relapsed or failed on previous treatment, and enable the Company to seek advice for market access from the
Dr.
"This financing round has been highly successful. It has secured adequate resources to get to the next major value inflection point: completion of Phase II of the BEXMAB trial in patients suffering from relapsed/refractory myelodysplastic syndrome and partnering bexmarilimab with Phase II data. I wish to express my sincere and deep gratitude to everyone who participated in the Offering, both big and small, as well as new and old investors. This has been a highly complex Offering and tremendous group effort among multiple parties. Huge thank you goes to everyone involved. After a challenging spring, we believe Faron is now financially well positioned and we can fully commit and concentrate on our most important task, taking bexmarilimab through Phase II. We will continue the work we have begun to be as cost efficient as possible and maintain our focus on rigorous allocation of capital."
"The funds raised in the Offering are crucial in providing sufficient runway to meet our objectives of completing Phase II, obtaining regulatory feedback from the FDA and signing a significant commercial partnership agreement. The preliminary results from the Phase II study of our bexmarilimab drug candidate have been excellent and confirmed the previous positive Phase I results. Now, our goal is to bring bexmarilimab to market as quickly as possible, as patients are waiting for such new treatment options."
"We are encouraged by the recent clinical results and progress in fundraising. We congratulate Faron on this successful fundraise and remain as excited as everybody to see the program go forward."
To implement the Offering, the Board of Directors of the Company has decided to issue 20,727,359 shares to Faron itself without consideration ("Treasury Shares") and, subject to the registration of the Treasury Shares, further convey such Treasury Shares as the Offer Shares under the Institutional Offering and
the
The Treasury Shares have been registered in the
The New Shares will be recorded on investors' book-entry accounts on or about
Applications will be made for the admission to trading of the New Shares on the Nasdaq First North Growth Market Finland ("First North") maintained by
Total Voting Rights and Admission of the New Shares
It is expected that the admission of the New Shares to trading on First North and AIM will become effective at
The above figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify an interest in, or a change to their interest in, the Company.
A confirmation regarding the approval of commitments and allocation of the Offer Shares in the Public Offering will be sent out as soon as possible and on or about
Issuance of Warrants to IPF
As disclosed by the Company on
Related Party Transactions and PDMR filings
As announced on
| Before the Offering |
| Following the Offering | ||
Director | Number of ordinary shares held | % of issued shares and voting rights |
Number of | Number of ordinary shares held | % of issued shares and votes |
0 | 0 | 46,075 | 46,075 | 0.04 |
The participation of
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | |||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||
a. | |||||||
2 | Reason for notification |
| |||||
a. | Position/Status | Member of the Board | |||||
b. | Initial notification/ Amendment | Initial Notification | |||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||
a. | |||||||
b. | LEI | 7437009H31TO1DC0EB42 | |||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||||
a. | Description of the financial instrument, type of instrument | Share | |||||
b. | Nature of the transaction | Subscription of shares | |||||
c. | Price(s) and volume(s) |
| Average |
|
|
| |
| Price(s) | Volume(s) |
| ||||
46,075
|
| ||||||
| |||||||
d. | Aggregated information
- Aggregated Volume
- Price
|
46,075
| |||||
e. | Date of the transaction | ||||||
f. | Place of the transaction | Outside of trading venue | |||||
In addition,
| Before the Offering |
| Following the Offering | ||
Director | Number of ordinary shares held | % of issued shares and votes | Number of Free Shares subscribed for | Number of ordinary shares held | % of issued shares and votes |
2,208,599 | 3.07 | 16,667 | 2,225,266 | 2.13 | |
1,171,501 | 1.63 | 16,667 | 1,188,168 | 1.14 | |
25,098 | 0.03 | 6,667 | 31,765 | 0.03 | |
95,799 | 0.13 | 2,333 | 98,132 | 0.09 |
The subscriptions of Free Shares by
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a. | a) b) c) d)
| |||||||
2 | Reason for notification |
| ||||||
a. | Position/Status | Directors/PDMRs/PCAs | ||||||
b. | Initial notification/ Amendment | Initial Notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a. | ||||||||
b. | LEI | 7437009H31TO1DC0EB42 | ||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a. | Description of the financial instrument, type of instrument | Share
ISIN: FI4000153309 | ||||||
b. | Nature of the transaction | Subscription of shares | ||||||
c. | Price(s) and volume(s) |
| Average |
|
|
| ||
| Price(s) | Volume(s) |
| |||||
a) EUR 0 b) EUR 0 c) d)
| a) 16,667 b) 16,667 c) 6,667 d) 2,333
|
| ||||||
| ||||||||
d. | Aggregated information
- Aggregated Volume
- Price |
42,334
| ||||||
e. | Date of the transaction | |||||||
f. | Place of the transaction | Outside of trading venue | ||||||
In addition, Timo Syrjälä, an existing shareholder in the Company, has subscribed for and been allocated 3,695,449
For the purposes of MAR and
announcement on behalf of Faron is
For more information please contact:
ICR Consilium
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Phone: +44 (0) 207 213 0880
Phone: +44 (0) 20 7418 8900
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990
About BEXMAB
The BEXMAB study is an open-label Phase I/II clinical trial investigating bexmarilimab in combination with standard of care (SoC) in the aggressive hematological malignancies of acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS). The primary objective is to determine the safety and tolerability of bexmarilimab in combination with SoC (azacitidine) treatment. Directly targeting Clever-1 could limit the replication capacity of cancer cells, increase antigen presentation, ignite an immune response, and allow current treatments to be more effective. Clever-1 is highly expressed in both AML and MDS and associated with therapy resistance, limited T cell activation and poor outcomes.
About bexmarilimab
Bexmarilimab is Faron's wholly owned, investigational immunotherapy designed to overcome resistance to existing treatments and optimize clinical outcomes, by targeting myeloid cell function and igniting the immune system. Bexmarilimab binds to Clever-1, an immunosuppressive receptor found on macrophages leading to tumor growth and metastases (i.e. helps cancer evade the immune system). By targeting the Clever-1 receptor on macrophages, bexmarilimab alters the tumor microenvironment, reprogramming macrophages from an immunosuppressive (M2) state to an immunostimulatory (M1) state, upregulating interferon production and priming the immune system to attack tumors and sensitizing cancer cells to standard of care.
About
Faron (AIM: FARN, First North: FARON) is a global, clinical-stage biopharmaceutical company, focused on tackling cancers via novel immunotherapies. Its mission is to bring the promise of immunotherapy to a broader population by uncovering novel ways to control and harness the power of the immune system. The Company's lead asset is bexmarilimab, a novel anti-Clever-1 humanized antibody, with the potential to remove immunosuppression of cancers through reprogramming myeloid cell function. Bexmarilimab is being investigated in Phase I/II clinical trials as a potential therapy for patients with hematological cancers in combination with other standard treatments. Further information is available at www.faron.com.
Important notice
This announcement is not an offer of securities for sale into
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into
In any European Economic Area Member State, other than
In the
This release does not constitute a prospectus as defined in either the Prospectus Regulation or the
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
The Lead Managers are acting exclusively for the Company and no one else in connection with the Offering. They will not regard any other person as their respective client in relation to the Offering. The Lead Managers will not be responsible to anyone other than the Company for providing the duties afforded to their respective clients, nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.
Caution regarding forward-looking statements
Certain statements in this announcement are, or may be deemed to be, forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should", "expect", ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Company's current expectations and assumptions regarding the completion and use of proceeds from the Offering, the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Company's current beliefs and assumptions and are based on information currently available to the Company.
A number of factors could cause actual results to differ materially from the results and expectations dis-cussed in the forward-looking statements, many of which are beyond the control of the Company. In addition, other factors which could cause actual results to differ materially include the ability of the Company to successfully licence its programmes, risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets or other sources of funding, reliance on key personnel, uninsured and underinsured losses and other factors. Although any forward-looking statements contained in this announcement are based upon what the Company believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Subject to any continuing obligations under applicable law or any relevant AIM Rule requirements, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.
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