DGAP-News: MOLOGEN AG / Key word(s): Capital Increase MOLOGEN AG: Successful completion of capital increase with substantial oversubscription 21.10.2016 / 16:55 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PRESS RELEASE N 16 / 2016 of 10/21/2016 MOLOGEN AG: Successful completion of capital increase with substantial oversubscription - Issuing of around 11.3 million new shares - Order book oversubscribed - Gross proceeds of EUR 13.6 to implement new strategy "Next Level" Berlin, 21 October 2016 - The Executive Board of the biotechnology company MOLOGEN AG has successfully placed 11,315,750 new shares with national and international investors in the context of the capital increase. The share capital of the company will be increased to EUR 33,947,251. Following the registration of the capital increase in the commercial register, the new shares are expected to be admitted for trading on the Frankfurt Stock Exchange on 26 October 2016. They are expected to be included in the existing listing with the ISIN DE0006637200 on 27 October 2016. The private placement, following the subscription period, was clearly oversubscribed. The gross proceeds totaling EUR 13.6 million are to be used to implement the new strategy "Next Level". In view of the oversubscription of the order book, the TowerCrest Limited Liability Cooperation, Beijing, (China), ("TowerCrest") has decided, after the approval of MOLOGEN, not to participate in the capital increase. "The successful completion of the capital increase and the substantial oversubscription reflect the confidence of our existing and new shareholders in our Company. Especially Global Derivative Trading GmbH supported the capital increase and again made a valuable contribution to the future development of the Company. With the cash inflow we are able to continue the implementation of our 'Next Level' strategy program. This mainly includes the achievement of the next key milestones of our lead product lefitolimod", says Dr. Mariola Söhngen, Chief Executive Officer of MOLOGEN AG. Dero Bank AG, Munich, was the sole bookrunner for the transaction. Additionally, Blättchen Financial Advisory GmbH, Leonberg, supported MOLOGEN in the transaction as an advisor. Gross proceeds of EUR 16.1 million secure the achievement of next key milestones for lead product lefitolimod The new shares were issued at a price of EUR 1.20 per new share to existing shareholders by way of indirect subscription rights as well as to qualified investors in the context of an international private placement that was oversubscribed. Within the framework of the subscription period from 4 October to 18 October 2016 8.5 million shares (without oversubscription) have been allocated to existing shareholders, which corresponds to a ratio of 75%. The remaining new shares were allocated in the oversubscription and an international private placement. As a result of the cash capital increase, MOLOGEN receives gross proceeds totaling approximately EUR 13.6 million. In addition, MOLOGEN will issue a convertible bond to Global Derivative Trading GmbH ("GDT") with a total nominal value of EUR 2.54 million and a term ending presumably on 29 October 2024. The terms of the convertible bond include a yearly fixed interest rate of 6% as well as the right for the investor to convert the convertible bond in up to 1,693,333 company shares partially using the conditional capital at a conversion price of EUR 1.50. The issuance of the convertible bond is expected to take place until the end of October 2016. Through the full placement of the capital increase and the issuance of the convertible bond, the company receives total gross proceeds of EUR 16.1 million.On the basis of these new financial resources the company's financing is secured presumably up to the fourth quarter of 2017. Use of funds primarily for further development of lefitolimod The cash inflow enables the further implementation of the "Next Level" strategy program, which was first presented on 9 June 2016. This strategy program includes focusing on the further development activities on the lead product, the immunotherapy lefitolimod, and its successor molecules EnanDIM(R). Lefitolimod is currently being studied in four clinical trials: The IMPALA pivotal study for colorectal cancer, the phase II IMPULSE study for small cell lung cancer, the extended phase I TEACH study for HIV and the combination study for advanced solid tumors. The recruitment of 540 patients for the IMPALA pivotal study is to be completed by the end of 2016 or in the first quarter of 2017. The IMPULSE and TEACH results are expected in the first half of 2017 respectively in the middle of the year. The preclinical EnanDIM(R) molecules are to be developed to phase I stage. The "Next Level" program sets out an enhanced product and market focus, with the relevant preparations for a possible market launch, initially of lefitolimod. This includes, in particular, upscaling production - producing high volumes of the compound in line with market demand. Upscaling is to be secured by transferring production to specialized external contract manufacturers. Thus, some of the proceeds from the capital increase will be used to finance the transfer of the production to a contract manufacturer and to upscale the production of lefitolimod. GDT remains major shareholder The major shareholder GDT had bindingly committed to exercise its subscription rights already before the capital increase had started. Furthermore, GDT used the opportunity for an oversubscription and corresponding allocation of up to 1 million unsubscribed new shares. Important note: This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. This release is not a prospectus. Investors should not purchase or subscribe for any shares referred to in this press release except on the basis of information in a prospectus to be issued by the Company in connection with the offering of such shares. This release is not an offer of securities for sale in the United States of America. The securities referred to in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of the securities in the United States of America. Subject to certain exceptions under the Securities Act, 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. MOLOGEN AG With new and unique technologies and active substances, the biotech company MOLOGEN is one of the pioneers in the field of immunotherapy. Alongside a focus on immuno-oncology, MOLOGEN also develops immunotherapies for the treatment of infectious diseases. The cancer immunotherapy lefitolimod (MGN1703) is the company's lead product and best-in-class TLR9 agonist. Treatment with lefitolimod (MGN1703) triggers a broad and strong activation of the immune system. Due to this mode of action, namely to reactivate the monitoring function of the immune system, lefitolimod (MGN1703) can be recognized as an Immune Surveillance Reactivator (ISR). It has the potential to be applied to various indications. ISR lefitolimod (MGN1703) is currently being developed for first-line maintenance treatment of colorectal cancer (pivotal study) and small cell lung cancer (randomized controlled trial). Furthermore, it is also being investigated in an extended phase I study in HIV and a phase I combination study with the checkpoint inhibitor ipilimumab (Yervoy(R)). Next to checkpoint inhibitors, lefitolimod is one of the few product candidates that are in a phase III clinical trial (IMPALA) in the field of immuno-oncology and close to reaching the market. MOLOGEN's pipeline focus is on new, innovative immunotherapies to treat diseases for which there is a high medical need. www.mologen.com Memberships in associations: Biotechnologieverbund Berlin-Brandenburg (bbb) e.V. | BIO Deutschland e.V. | DECHEMA - Society for chemical technology and biotechnology e.V. | German industrial association of biotechnology (DIB) | Association for the Promotion of Science and Humanities in Germany | Association of German biotechnology companies (VBU) | Association of researching manufacturers of pharmaceuticals e.V. (VFA) | Association of the chemical industry e.V. (VCI) MIDGE(R), dSLIM(R), EnanDIM(R) and MOLOGEN(R) are registered trademarks of MOLOGEN AG. Contact Claudia Nickolaus Head of Investor Relations & Corporate Communications Tel: +49 - 30 - 84 17 88 - 38 Fax: +49 - 30 - 84 17 88 - 50 investor@mologen.com Note about risk for future predictions Certain information in this report contains forward-looking statements or the corresponding statements with negation or versions deviating from this or comparable terminology. These are described as forward-looking statements. In addition, all of the information given here that refers to planned or future results of business areas, key financial figures, developments of the financial situation or other financial figures or statistical data, is to be understood as such forward-looking statements. The company points out to investors that they should not rely on these forward-looking statements as predictions about actual future events. The company is not obligated and refuses to accept any liability for the forward-looking statements and has no obligation to update such statements in order to accurately reflect the current situation. --------------------------------------------------------------------------- 21.10.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: MOLOGEN AG Fabeckstraße 30 14195 Berlin Germany Phone: 030 / 841788-0 Fax: 030 / 841788-50 E-mail: presse@mologen.com Internet: www.mologen.com ISIN: DE0006637200 WKN: 663720 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service --------------------------------------------------------------------------- 513673 21.10.2016
DGAP-News: MOLOGEN AG: Successful completion of capital increase with substantial oversubscription
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