Epigenomics AG: Capital reduction planned at a ratio of 5 : 1

Epigenomics AG: Capital reduction planned at a ratio of 5 : 1

Berlin, August 2, 2023 – The Executive Board and the Supervisory Board of Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the “Company”) have decided to propose to the extraordinary Shareholders’ Meeting, which is to be convened on September 11, 2023, to resolve, in addition to the approval of the asset purchase agreement relating to almost all assets of the Company entered into on July 24, 2023 with New Day Diagnostics LLC and the corresponding amendment of the statutory purpose of the Company, on the reduction of the share capital by four fifth to a fifth of the share capital.

The capital reduction serves to cover losses and, in view of the fact that the stock market price has been below EUR 1.00 for months, is intended to enable the Company to raise new funds quickly and flexibly if required. The capital reduction is to take place in two steps. First, the share capital shall be reduced by withdrawing up to four treasury shares acquired free of charge so that the share capital is a multiple of five. Secondly, the share capital of the Company shall be reduced to a fifth by means of an ordinary capital reduction in accordance with Section 222 et seq. of the German Stock Corporation Act. The ordinary capital reduction shall be carried out by combining the shares of the Company in the ratio 5 : 1.

The capital reduction shall take place as soon as the conversion period in early October 2023 for the exercise of conversion rights under the mandatory convertible bonds 2021/2024 and 2021/2017 each issued by the Company has expired and the amount of the capital stock as it appears taking into account the exercise of conversion rights during this conversion period has been determined. Accordingly, it is not ensured that the capital reduction can be registered and settled before new shares are issued under the conversion period in early October 2023.

The complete agenda, together with explanations and more detailed information on the registration for the extraordinary General Shareholders’ Meeting, can be found in the invitation, which is expected to be published in the Federal Gazette on August 4, 2023 and will also be available at https://www.epigenomics.com/news-investors/general-shareholder-meeting/.

Contact:

Company

Epigenomics AG, Bertha-Benz-Strasse 5, 10557 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 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.