Epigenomics AG: Epigenomics AG Secures Additional Financing

Berlin, Germany, and U.S.A., December 4, 2013 – Epigenomics AG (Frankfurt Prime Standard: ECX, OTC: EPGNY), the German-American cancer molecular diagnostics company, today announced that it has obtained a commitment for an additional financing. Through the issuance of convertible bonds, the Company will immediately receive gross proceeds of EUR 2.5 million and upon conversion of the bonds is eligible to receive additional payments of up to EUR 15.7 million. Maxim Group LLC acted as exclusive agent in the placement of these new securities.

Dr. Thomas Taapken, CEO/CFO of Epigenomics, commented: ‘With the issuance of these convertible bonds, we have not only potentially secured the funds necessary to carry our business operations beyond the potential FDA approval of our Epi proColon(R) blood-based colorectal cancer screening test, but also secured access to additional inflows from financing of up to EUR 15.7 million, allowing to satisfy demand from US institutional investors accustomed to invest in convertible bond issues to participate in the future development of Epigenomics. For our current shareholders, this represents also an attractive possibility to benefit from a possible approval of our product in the future.’ He further added: ‘We have significantly improved the financial stability of the Company over the course of 2013 and do look optimistically into an eventful year to come’.

The key terms and conditions are summarized as follows:

• The newly issued bonds have a total principal amount of EUR 2.675 million and are denominated as 25 bonds of EUR 107.000 each. They are being offered at EUR 2.500 million, representing a 7% issuance discount.
• Initially, the bonds are being offered with pre-emptive rights to existing shareholders, who can exercise their pre-emptive rights until 24:00 CET on December 18, 2013. Subject to certain conditions, a US institutional investor has committed to purchase any or all bonds which are not subscribed for by existing shareholders.
• The conversion price will be set at up to EUR 6.86, representing a 10% premium to yesterday’s average trading price of the Company’s common stock and is subject to adjustment during the pre-emptive rights offering period, but can in no case be less than EUR 4.99. The final conversion price will be determined 3 days before the end of the pre-emptive offer period.
• The bonds are convertible at any time at the option of the holders of the bonds into up to 2.675 million common shares of the Company through an additional payment of up to EUR 15.7 million, but in no case less than 10.7 million at the time of conversion depending on the conversion price.
• The bonds carry no interest and will mature on December 31, 2015, at which time the bonds will automatically convert into up to 389,941 but in no case more than 536,072 new common shares of the Company, depending on the conversion price.
• From August 1, 2014, onwards, investors are able to redeem the bonds at their face value upon request.
• Upon meeting certain conditions, including FDA approval of Epi proColon(R) and meeting certain share price and trading volume thresholds, the Company may force the holders of the bonds to convert their bonds into common shares of the Company at a 40% premium to the conversion price.

The detailed terms and conditions are explained in detail in the pre-emption offer, which has been published on the Company’s website.

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About Epigenomics

Epigenomics (www.epigenomics.com) is a molecular diagnostics company developing and commercializing a pipeline of proprietary products for cancer. The Company’s products enable doctors to diagnose cancer earlier and more accurately, leading to improved outcomes for patients. Epigenomics’ lead product, Epi proColon(R), is a blood-based test for the early detection of colorectal cancer, which is currently marketed in Europe and is in development for the U.S.A and China. The Company’s technology and products have been validated through multiple partnerships with leading global diagnostic companies and testing laboratories. Epigenomics is an international company with operations in Europe and the U.S.A.

Contact Epigenomics AG

Antje Zeise, Manager IR | PR
Epigenomics AG
Kleine Praesidentenstrasse 1
10178 Berlin
Tel +49 (0) 30 24345 386
ir@epigenomics.com
www.epigenomics.com

For US press inquiries:

Epigenomics, Inc.
9700 Great Seneca Highway Rockville
Maryland 20850
pr@epigenomics.com

Epigenomics legal disclaimer
This communication expressly or implicitly contains certain forward-looking statements concerning Epigenomics AG and its business. Such statements involve certain known and unknown risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Epigenomics AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Epigenomics AG is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.

The information contained in this communication does not constitute nor imply an offer to sell or transfer any product, and no product based on this technology is currently available for sale by Epigenomics in the United States or Canada. The analytical and clinical performance characteristics of any Epigenomics product based on this technology which may be sold at some future time in the U.S. have not been established.