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NOT TO BE PUBLISHED, DISSEMINATED OR PASSED ON TO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA AND SOUTH AFRICA

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Epigenomics AG: Securities prospectus for the issuance of a mandatory convertible bond in the amount of up to EUR 16.5 million approved by BaFin

Berlin, Germany, August 24, 2021 – Epigenomics AG (FSE: ECX, OTCQX: EPGNY, the “Company”) announces that the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) has today approved the securities prospectus required for the issuance of a subordinated mandatory convertible bond in an aggregate principal amount of up to EUR 16,500,000.00. The mandatory convertible bond may be converted into up to a total of 15,000,000 registered no-par value shares of the Company with a share in the Company’s share capital of up to a total of EUR 15,000,000.00. Accordingly, the conversion price will be EUR 1.10 per share, subject to any anti-dilution adjustments.

The mandatory convertible bond consists of up to 165,000 notes with a nominal amount of EUR 100.00 each, which will initially be offered to the existing shareholders of Epigenomics AG by means of a rights offering. Shareholders will also be given the option of over-subscription. The rights offering is published on the Company’s website (https://www.epigenomics.com/news-investors/convertible-bonds-2027/) and is expected to be published in the German Federal Gazette on August 26, 2021. The subscription period for the Company’s shareholders is scheduled to start on August 27, 2021, and to end on September 10, 2021 (including each of these two days). Stock exchange trading of the subscription rights on the Hamburg Stock Exchange is also expected to commence at the beginning of the subscription period on August 27, 2021.

The bonds are non-interest bearing (zero coupon) and have a term until September 29, 2027. In addition to the conversion rights of the holders or creditors of the bonds, the terms and conditions of the bonds also include a conversion obligation for all outstanding notes not yet converted at the end of their term.

As announced in the ad hoc announcements of June 11, 2021, and August 20, 2021, Epigenomics AG has entered into a back-stop agreement with its shareholder Deutsche Balaton Aktiengesellschaft, under which the latter has undertaken to acquire all notes in an aggregate principal amount of up to EUR 16,500,000.00 by exercising its subscription rights and by the acquisition of notes not subscribed via subscription rights and oversubscription rights. This obligation expires at the end of the year 2023.

Epigenomics AG plans to use the proceeds from the issuance of the mandatory convertible bond to finance its operations, in particular the further development of the blood-based colorectal cancer screening test Epi proColon Next-Gen. For this purpose, the Company plans to conduct a clinical study in the U.S.A., which is required to obtain approval for the test by the U.S. Food and Drug Administration (FDA). Preparations are currently underway for the clinical trial, which is scheduled to begin in the first half of 2022.
 

About Epigenomics
Epigenomics AG is a molecular diagnostics company focused on blood testing for the early detection of cancer. Based on its proprietary biomarker technology for the detection of methylated DNA, Epigenomics develops and markets blood tests for various cancer indications with high unmet medical need. Epigenomics’ lead product is the blood test Epi proColon(R) for the early detection of colorectal cancer. Epi proColon is approved by the U.S. Food and Drug Administration (FDA) and is marketed in the United States and Europe as well as other selected countries. HCCBloodTest, a blood test for the detection of liver cancer, have received the CE Mark for marketing in Europe.

For further information please visit www.epigenomics.com.
 

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

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

Disclaimer

This press release as well as the information contained herein shall not constitute or be construed as an offer to sell or the solicitation of an offer to buy any securities of Epigenomics AG in the Federal Republic of Germany or any other jurisdiction, in particular where such offer or solicitation is prohibited or unauthorized, and does not replace the securities prospectus. Potential investors in partial bonds of the mandatory convertible bond 2021/2027 of Epigenomics AG are requested to inform themselves about such restrictions and to comply with them. An investment decision regarding the partial notes of the mandatory convertible bond 2021/2027 of Epigenomics AG may only be made on the basis of the securities prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) on August 24, 2021, which has been published at https://www.epigenomics.com/convertible-bond-2021-2027/. The approval by BaFin should not be construed as an endorsement of the securities offered. Prospective investors should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards of deciding to invest in the securities. The information contained in this document may not be distributed outside the Federal Republic of Germany, in particular not in the United States, to U.S. persons (as defined in Regulation S under the United States Securities Act of 1933) or to publications with a general circulation in the United States, unless such distribution outside the Federal Republic of Germany is required by mandatory provisions of applicable law. Any violation of these restrictions may constitute a violation of securities laws of certain countries, in particular the United States. Bonds of Epigenomics AG will not be publicly offered for sale outside the Federal Republic of Germany.
 

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.

NOT TO BE PUBLISHED, DISSEMINATED OR PASSED ON TO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA AND SOUTH AFRICA

Publication of inside information pursuant to Article 17 MAR

Reduction of principal amount of planned mandatory convertible bond to up to EUR 16.5 million and of conversion price to EUR 1.10 per share

Berlin, Germany, August 20, 2021 – On June 11, 2021, Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the “Company”) has announced its decision in principle to issue a subordinated mandatory convertible bond in an aggregate principal amount of up to EUR 18,150,000.00, consisting of 181,500 notes with a nominal amount of EUR 100.00 each and with a conversion price, subject to any anti-dilution adjustments, of EUR 1.21 per share. Today, owing to the decline of its share price significantly below the conversion price of EUR 1.21 per share over the last days, the Company has taken the decision to reduce the conversion price to EUR 1.10. As a consequence, the aggregate principal amount of the mandatory convertible bond also decreases to EUR 16,500,000.00, consisting of 165,000 notes with a nominal amount of EUR 100.00 each. Otherwise, the terms of the mandatory convertible bond as announced on June 11, 2021 remain unchanged.

The Company plans to implement the issuance of the mandatory convertible bond shortly.

In connection with the adjustment of the terms of the mandatory convertible bond the Company has today also entered into an amendment agreement to the backstop agreement with its shareholder Deutsche Balaton Aktiengesellschaft. The amendment agreement reflects the changes to the terms of the mandatory convertible bond. Accordingly, the obligation of Deutsche Balaton Aktiengesellschaft to acquire all notes under the mandatory convertible bond is reduced to EUR 16,500,000.00. In compensation, Deutsche Balaton Aktiengesellschaft has agreed to invest, subject to certain conditions, the balance between the initial aggregate principal amount of the mandatory convertible bond of EUR 18,150,000.00 and the reduced aggregate principal amount of EUR 16,500,000.00, i.e. EUR 1,650,000.00, in future issuances of shares, convertible bonds, bonds with warrants or participation rights by the Company. This obligation will lapse upon the end of 2023.
 

Contact:
Company
Epigenomics AG, Geneststraße 5, 10829 Berlin
Tel +49 (0) 30 24345 0, fax +49 (0) 30 24345 555, e-mail: contact@epigenomics.com

Investor Relations
IR.on AG, Frederic Hilke, Fabian Kirchmann, tel +49 221 9140 970, e-mail: ir@epigenomics.com

Important Notice

This publication does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. This publication does, in particular, not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the laws of any state within the U.S., and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except that the offered shares may be offered or sold to qualified institutional buyers in reliance on certain exemptions from the registration requirements of the Securities Act and applicable state securities laws. This publication and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws, and should not be distributed to United States persons or by way of publications with a general circulation in the United States. No public offering of the shares is being made in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan.

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.

Epigenomics AG: Execution of a Biobank Sale Agreement and Update of Guidance

Berlin, Germany, August 17, 2021 – Today Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the “Company”) has entered into an agreement with New Horizon Health Limited (6606.HK) on the sale of certain non-essential biological samples. Gross proceeds from the sale are USD 6.7 million from which Epigenomics receives USD 4.7 million at closing and the remainder is payable within 90 days based upon the Company providing verification of sample integrity and documentation. The Company is retaining all necessary samples for the on-going development of Epi proColon Next-Gen and other R&D activities. As a result of the sale, the Company is updating its current full year 2021 revenue and earnings guidance to approximately EUR 6.0 million of revenue and EUR -3.0 million to EUR -4.0 million of EBITDA before share-based payment expenses. Cash consumption in 2021 is expected to be between EUR 3.5 million and EUR 4.5 million.

Contact:
Company
Epigenomics AG, Geneststraße 5, 10829 Berlin
Tel +49 (0) 30 24345 0, fax +49 (0) 30 24345 555, e-mail: contact@epigenomics.com

Investor Relations
IR.on AG, Frederic Hilke, Fabian Kirchmann, tel +49 221 9140 970, e-mail: ir@epigenomics.com

Further information on the aforementioned operating figures can be found at https://www.epigenomics.com/news-investors/financial-reports/.

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.