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Epigenomics AG: Chief Executive Officer Greg Hamilton Resigns

Berlin (Germany), April 12, 2023 – The Chief Executive Officer of Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the “Company”), Greg Hamilton, and the Company’s Supervisory Board agreed on his resignation from the Company and the Executive Board effective June 30, 2023. Between now and the resignation date Greg Hamilton will continue to lead the Company’s restructuring efforts in coordination with the Supervisory Board. The Company is committed to maximizing the value of its technology through corporate partnering, licensing and/or asset sales.

Dr. Helge Lubenow, Chairman of the Supervisory Board of Epigenomics AG, thanked Greg Hamilton on behalf of the entire Supervisory Board: “Greg Hamilton has taken a leading role in the commercialization of Epi ProColon and the development of the “Next-Gen” colorectal cancer screening test over the last years and has driven the process with his experience and strategic vision.”

Greg Hamilton has been CEO of Epigenomics AG since July 2016 and in his role has been instrumental in working with the Centers for Medicare and Medicaid Services (CMS) to establish clear reimbursement requirements for future blood-based colorectal cancer tests. However, in recent months, in the current capital market environment, the Company has been unable to raise additional capital to secure funding for the FDA pivotal study of the “Next-Gen” test. In response, the restructuring of the Company was initiated on February 15, 2023 to minimize costs. Against this backdrop, the resignation of Greg Hamilton now also takes place.

Furthermore, talks are being initiated with the other members of the Executive Board regarding the future composition of the board in the light of the restructuring of the company.

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 blood tests for various cancer indications with high unmet medical need. Epigenomics currently focuses on the further development of its blood test Epi proColon® “Next-Gen” for the early detection of colorectal cancer.

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, 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.

Epigenomics AG: Changes in the Management

Berlin, Germany, April 12, 2023 – In connection with its revised strategy, Epigenomics AG (Frankfurt Prime Standard: ECX1, OTCQX: EPGNY) announces changes to its Executive Board. The Chief Executive Officer of Epigenomics AG (Frankfurt Prime Standard: ECX1, OTCQX: EPGNY; the “Company”), Mr. Greg Hamilton, is resigning from the Company and the Executive Board effective June 30, 2023.

Discussions will also be initiated with the other members of the Executive Board about the future composition of the Executive Board with regard to the restructuring of the company.

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.

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.

Epigenomics AG: Revocation of admission to the Prime Standard (sub-segment of the regulated market with additional post-admission obligations)

• Revocation will become effective at the end of June 9, 2023
• Admission to trading in the General Standard expected on June 12, 2023
• Termination of the ADR program effective as of April 7, 2023

Berlin (Germany), March 10, 2023 – Epigenomics AG (Frankfurt Prime Standard: ECX1, OTCQX: EPGNY; the “Company”) announces that Deutsche Börse AG today approved the Company’s application for the revocation of the admission of its registered shares (ISIN: DE000A32VN83) to the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional post-admission obligations (“Prime Standard”). The revocation becomes effective at the end of June 9, 2023.

The admission to the regulated market (“General Standard”) will remain in place so that trading (introduction) of the shares in the General Standard is expected to start on June 12, 2023. No restrictions on the trading of Epigenomics AG shares are expected.

As announced in the ad hoc announcement of February 15, 2023, the revocation of the admission takes place in the context of the restructuring of the Company with the intention of minimizing costs. As a result of the change of stock exchange segment, the additional post-admission obligations of the Prime Standard no longer apply. These include, among others, the requirement to publish interim reports as of the reporting date of the 1st and 3rd quarters. This significantly reduces the costs associated with the listing for the Company.

Furthermore, as announced in the aforementioned ad hoc announcement, Epigenomics AG has also terminated the existing American Depository Receipts (ADR) program (DR ISIN: US29428N3008) with the depositary, the Bank of New York Mellon, effective April 7, 2023.

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 blood tests for various cancer indications with high unmet medical need. Epigenomics currently focuses on the further development of its blood test Epi proColon® “Next-Gen” for the early detection of colorectal cancer.

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, 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.

Epigenomics resolves on restructuring to minimize costs

Berlin, Germany, February 15, 2023 – Today Epigenomics AG (Frankfurt Prime Standard: ECX1, OTCQX: EPGNY; the “Company”) has decided to restructure the Company and to significantly reduce the Company’s operations (the “Restructuring”). The Restructuring is carried out to minimize the Company’s costs. In addition, this is intended to extend the time period available to the Company to secure financing for the further development of the “Next-Gen”-test for detecting colorectal cancer (CRC).

As part of the restructuring, it is planned that the Company will undertake the following measures in particular:

• The Company will stop the sale of Epi proColon and recall the product.
• The number of employees at the sites in Berlin and San Diego is reduced to the level required to maintain minimal business operations.
• A reduction in the number of Supervisory Board members to three shall be proposed to the Annual General Meeting in 2023. In addition, Heino von Prondzynski has resigned as chairman and as member of the Supervisory Board with immediate effect due to health and costs reduction reasons. Franz Walt has resigned from the Supervisory Board with effect as of April 30, 2023 as part of the restructuring cost reduction efforts. In the place of Heino von Prondzynski, the Supervisory Board has elected Dr Helge Lubenow as the new chairwoman of the Supervisory Board.
• The Company will promptly apply for the revocation of its admission to the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional post-admission obligations (Prime Standard). The revocation, which will generally take effect three months after publication of the revocation decision by the management board of the Frankfurt Stock Exchange, will not otherwise affect the admission to the regulated market (General Standard).
• The Company will terminate the existing American Depository Receipts program.
• Furthermore, the annual report with the consolidated financial statements and the financial statements for Epigenomics AG for the financial year 2022 are expected to be published on April 21, 2023.

On this basis, the executive board expects revenues for 2023 to be in the range of EUR 60,000 to 200,000. Otherwise, the financial outlook will be announced as part of the Annual Report.

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.