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NOT TO BE PUBLISHED, DISSEMINATED OR PASSED ON TO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA AND SOUTH AFRICA

Publication of inside information pursuant to Article 17 MAR

Epigenomics AG plans to issue mandatory convertible bond in the amount of up to EUR 18.15 million

Berlin, Germany, June 11, 2021 – The Executive Board of Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the “Company”) today has taken a decision in principle, with the approval of the Supervisory Board, to issue a subordinated mandatory convertible bond in an aggregate principal amount of up to EUR 18,150,000.00. This will be convertible into up to a total of 15,000,000 no-par value registered shares of the Company with a share of up to a total of EUR 15,000,000.00 in the share capital of the Company.

The mandatory convertible bond will consist of up to 181,500 notes with a nominal amount of EUR 100.00 each, which will be offered for subscription by means of a rights offering initially to existing shareholders of Epigenomics AG. Shareholders will also be given the option of oversubscription. Furthermore, the Company plans to organize stock exchange trading of the subscription rights. The Company will shortly mandate an investment bank to accompany the issue and will start preparing a securities prospectus if legally necessary for the offering. The dates for the publication of a rights offering and the start of the subscription period will be published in due course.

In addition, today, 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 18,150,000.00 by exercising its subscription rights and by the acquisition of notes not subscribed via subscription rights and oversubscription rights. The obligation of Deutsche Balaton Aktiengesellschaft shall lapse in particular at the end of October 31, 2021, if the rights offering has not been published in the Federal Gazette by that date.

The notes will be non-interest-bearing (zero coupon) and have a term until 2027. In addition to conversion rights for the holders or creditors of the notes, they will also include a conversion obligation for all outstanding notes not yet converted at maturity.

Subject to any anti-dilution adjustments, the conversion price per share is EUR 1.21, i.e. each note with a nominal amount of EUR 100.00 will be convertible into 82 (eighty-two) no-par value registered shares representing EUR 1.00 per share of the Company’s share capital.

Epigenomics AG plans to use the proceeds from the convertible bond issue to finance its operations. Primarily, this is the completion of the development of the blood-based colorectal cancer screening test Epi proColon Next-Gen by conducting 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).

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.

Note on future-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.