Epigenomics AG: Adjustment of guidance and notice of loss pursuant to sec. 92 para. 1 of the German Stock Corporation Act

Adjustment of guidance and notice of loss pursuant to sec. 92 para. 1 of the German Stock Corporation Act

Berlin, Germany, March 20, 2023 – The Executive Board of Epigenomics AG (Frankfurt Prime Standard: ECX1, OTCQX: EPGNY; the “Company”) now expects for the entire financial year 2022 an adjusted EBITDA (before share-based payment expenses) in the range of EUR ‑11.0 million to EUR ‑11.6 million (previously EUR ‑10.2 million to EUR ‑10.8 million). The revenue forecast and the expected cash consumption-rate for 2022 remain unchanged. The adjusted guidance results from the reclassification of unrealized, netted exchange rate profits/expenses made in the fiscal year 2022 in the amount of EUR 1.0 million from the operating consolidated annual earnings to the other comprehensive income. As a result, the adjusted EBITDA is reduced by EUR 1.0 million while the other comprehensive income is increased by EUR 1.0 million. The group equity remains unchanged by the reclassification. The reclassification results from a change of the Executive Board’s assessment within the meaning of IAS 8. Consolidated group receivables of the Company against its subsidiary Epigenomics Inc. are now classified as part of the net investment in a foreign operation according to IAS 21.15, since settlement of these receivables is neither planned nor likely to occur in the foreseeable future. As a consequence, exchange rate profits are now shown as part of other comprehensive income and no longer reported as part of the adjusted EBITDA as in the financial statements of previous financial years and the quarterly financial statements already published for 2022.

Furthermore, duly assessing the circumstances it is assumed that a cumulative loss of more than half of the nominal share capital of the Company within the meaning of sec. 92 para. 1 of the German Stock Corporation Act (AktG) has been incurred. The loss is mainly attributable to budgeted losses and expenses from the restructuring measures announced on February 15, 2023. A loss amounting to half of the nominal share capital is to be notified to the general meeting of shareholders. This notification of the loss will be made to this year’s annual general meeting of the Company, which is scheduled for June. Accordingly, the Company will convene in due time the annual general meeting.

Contact:
Company
Epigenomics AG, Geneststrasse 5, 10829 Berlin
Tel +49 (0) 30 24345 0, Fax +49 (0) 30 24345 555, Email: contact@epigenomics.com

Investor Relations
IR.on AG, Frederic Hilke, Tel +49 221 9140 970, Email: ir@epigenomics.com

Note on forward-looking statements

This publication expressly or implicitly contains forward-looking statements concerning Epigenomics AG and its business. These statements involve certain known and unknown risks, uncertainties and other factors that may cause Epigenomics AG’s actual results, financial condition and performance to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Epigenomics makes this announcement as of the date of this release and does not intend to update any forward-looking statements contained herein as a result of new information or future events or otherwise.