NOXXON Pharma AG Announces Prospectus Publication And Share Transfer To The Public Offering Compartment Of The Euronext Growth Market

BERLIN--(BUSINESS WIRE)--Regulatory News:

NOXXON Pharma N.V. (Paris:ALNOX) (EuroNext Growth Paris: ALNOX), a biotechnology company, which focuses on improving cancer treatment by targeting the tumor microenvironment, announced today that it has published a prospectus and that EuroNext Growth Paris (previously named Alternext Paris) has communicated that it will transfer NOXXON’s shares to the “public offering” compartment of EuroNext Growth. NOXXON’s prospectus was approved by the Dutch market authority on July 10, 2017 and subsequently passported to the French Market authority. A Copy of the prospectus is available on the company’s website: www.noxxon.com. Based on the approved prospectus, EuroNext Growth Paris will transfer NOXXON’s shares to the “public offering” compartment of EuroNext Growth on July 13, 2017 and is expected to confirm this in a public announcement later today.

Upon completion of this compartment transfer, as previously disclosed on May 2^nd, 2017, the following events will also occur:

• Issuance of the first tranche of the ODIRNANE bonds (undated bonds convertible into new shares and/or exchangeable for existing shares, the “Notes” with BSA, share warrants, the “Warrants” attached) for €1 million. Subject to certain other conditions being met, the Company can require the issuance of further five tranches of €500,000 whether or not all convertible notes of the previous tranche have been fully converted or redeemed.
• Conversion of an additional €841,000¹ of Kreos Debt into shares at a price per share equal to the lower of (i) €15.50 or (ii) the Volume Weighted Average Price (VWAP) over the last 10 trading days preceding the transfer of the shares of the Company to the public offering market compartment of EuroNext Growth. As part of this debt conversion of €841.000 of Kreos Debt, Kreos will also receive 45,219 share warrants with an exercise price of €18.60. These share warrants will have the same characteristics (other than exercise price) as the BSA share warrants attached to the ODIRNANE bonds.

NOXXON is a Dutch public limited liability company whose shares are listed on EuroNext Growth Paris, a multilateral trading facility operated by Euronext Paris S.A., with the ticker symbol ALNOX and the International Securities Identification Number (ISIN): NL0012044762. The Company has an authorized share capital of €10,250,000 divided into 10,250,000 ordinary shares with a par value of €1.00 each. Immediately prior to completion of the above noted compartment transfer, the Company’s issued share capital amounted to 2,175,286 ordinary shares of which 35,000 are held by the Company as treasury shares.

“Transfer to the public offering segment should improve access and trading of our shares for both private and institutional investors and sustainably increase the liquidity of the NOXXON shares on the EuroNext Growth market. This transfer is the last step in a series of complex events that mark our turnaround from a technology platform company to an oncology focused, clinical stage biotech investment opportunity. We are pleased to have been successful in securing NOXXON’s forward-looking financial structure and in implementing the strategic shift into oncology clinical development,” said Aram Mangasarian, CEO of NOXXON. “We are now looking forward progressing our ongoing clinical trial investigating NOX-A12’s ability to act in concert with Merck’s Keytruda^® in tackling metastatic colorectal and pancreatic cancers, which are typically unresponsive to checkpoint inhibitor monotherapy.”

About NOXXON

NOXXON Pharma N.V. is a clinical-stage biopharmaceutical company focused on cancer treatment. NOXXON’s goal is to significantly enhance the effectiveness of cancer treatments including immuno-oncology approaches (such as immune checkpoint inhibitors) and current standards of care (such as chemotherapy and radiotherapy). NOXXON’s Spiegelmer^® platform has generated a proprietary pipeline of clinical-stage product candidates including its lead cancer drug candidate NOX-A12 (olaptesed pegol), which is the subject of a clinical immuno-oncology collaboration agreement with Merck & Co. / MSD (NYSE: MRK) to study NOX-A12 combined with Merck & Co.’s anti-PD-1 checkpoint-inhibiting antibody Keytruda^® (pembrolizumab) in pancreatic and colorectal cancer. The clinical trial testing NOX-A12 as monotherapy and in combination with Keytruda^® is being conducted at one of the leading centers for cancer research and treatment, the National Center for Tumor Diseases in Heidelberg, Germany. NOXXON is supported by a strong group of leading international investors, including TVM Capital, Sofinnova Partners, Edmond de Rothschild Investment Partners, DEWB, NGN and Seventure. NOXXON has its statutory seat in Amsterdam, the Netherlands and its office in Berlin, Germany. Further information can be found at: www.noxxon.com

Disclaimer

Certain statements in this communication contain formulations or terms referring to the future or future developments, as well as negations of such formulations or terms, or similar terminology. These are described as forward-looking statements. In addition, all information in this communication regarding planned or future results of business segments, financial indicators, developments of the financial situation or other financial or statistical data contains such forward-looking statements. The company cautions prospective investors not to rely on such forward-looking statements as certain prognoses of actual future events and developments. The company is neither responsible nor liable for updating such information, which only represents the state of affairs on the day of publication.

¹ Kreos Capital has the option to convert all of its debt (instead of only €841,000). In this case, Kreos Capital will receive 90,438 share warrants.