Faron publishes final results of its EUR 40.1 million rights issue

Faron Pharmaceuticals Ltd | Company announcement | April 09, 2026 at 20:25:00 EEST

Faron publishes final results of its EUR 40.1 million rights issue

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO ACQUIRE ANY SECURITIES. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON, “Faron” or the “Company”) today announces the final results of the fully committed rights offering of approximately EUR 40.1 million (the "Offering") consisting of up to 80,158,126 offer shares (the “Offer Shares”).

Results of the Offering:
The subscription period for the Offer Shares on Nasdaq First North Growth Market Finland (“First North”) ended on 2 April 2026 and the subscription period for the Offer DIs on AIM (“AIM”) ended on 31 March 2026. According to the final results of the Offering, a total of 41,944,771 Offer Shares, which may be represented by depository interests (“DIs”) (“Offer DIs”), were subscribed for in the Offering, corresponding to approximately 52.33 per cent of the total number of 80,158,126 Offer Shares.

From the Offer Shares, a total of 38,756,007 Offer Shares were subscribed for with subscription rights and a total of 3,188,764 Offer Shares were subscribed for without subscription rights, excluding the Cornerstone Commitments (as defined below). The subscription price in the Offering was EUR 0.50 per Offer Share. In addition, as announced by the Company on 10 March 2026, certain investors have agreed to subscribe for Offer Shares that have not been subscribed for in the Offering pursuant to the subscription rights for an aggregate amount of EUR 6.9 million representing 17.1 per cent of the Offer Shares (together the "Cornerstone Commitments"). The variance compared to the previously communicated Cornerstone Commitments of EUR 7.1 million is attributable to one investor having satisfied its cornerstone commitment through the exercise of its subscription rights in the Offering.

In total, the Cornerstone Commitments and the primary and secondary subscriptions correspond to approximately 70 per cent of the total Offering. The remaining 24,471,573 shares will be allocated to investors who have previously agreed to subscribe for any Offer Shares not otherwise subscribed and paid for pursuant to the subscription rights or in the secondary subscription (“Subscription Guarantees”).

Total gross proceeds

In total, the Company will receive gross proceeds of approximately EUR 40.1 million from the Offering with net proceeds amounting to approximately EUR 32.8 million, taking into account transaction costs, including fees payable to the subscription guarantors for the guarantees, in connection with the Offering. The net proceeds will be used, among others, to strengthen the Company’s financial position, to run a randomized, 90-patient Phase II trial in frontline high risk myelodysplastic syndrome (“HR MDS”) with bexmarilimab in combination with azacitidine as well as to accelerate the development of its lead asset bexmarilimab by providing it to up to five investigator-initiated trials (“IIT”).

The Board of Directors of the Company has approved the subscriptions made in the Offering. Allotment of the Offer Shares will be made in accordance with the terms and conditions of the Offering. As a result of the Offering, the total number of shares in Faron Pharmaceuticals will increase by 80,000,000 from 119,472,660 to 199,472,660, which includes 3,530,573 treasury shares. The Offer Shares issued amount to approximately 67.1 per cent of the outstanding shares in the Company following the Offering. The Offer Shares confer the same rights as the Company’s other shares, after being registered with the Trade Register and in the Company’s shareholder register as described below. Faron will not conduct a directed share issue in connection with the Offering.

Other matters

In respect of the Offering, the last day of trading in the interim shares on First North will be on or about 14 April 2026. The last day of trading in DIs representing the interim shares on AIM will be on or about 14 April 2026. The interim shares will be combined with the existing shares of the Company on or about 14 April 2026. The Offer Shares will confer the same rights as the Company’s existing shares, after being registered with the Finnish Trade Register on or about 14 April 2026. Trading in the new Offer Shares on First North and in the Offer DIs on AIM is expected to commence on First North and AIM on or about 15 April 2026 subject to the admission of the Offer Shares to trading on First North and AIM. Those Offer Shares that are issued based on the Cornerstone Commitments and Subscription Guarantees are first issued to the Company itself and are expected to be registered to the Finnish Trade Register on or about 10 April 2026. Thereafter these Offer Shares will be further conveyed to the cornerstone investors and guarantors with payment and settlement (delivery against payment of the subscription price in full) expected to be completed on or about 14 April 2026. Trading is expected to commence on or about 14 April 2026 subject to the admission to trading on First North and AIM.

In connection with approving the subscriptions made in the Offering, the Company's Board of Directors has resolved to issue a total of 1,500,000 new additional warrants to IPF SICAV-FIAR (“IPF”) and to adjust the strike price of all warrants issued to IPF to be equal to the subscription price of EUR 0.5 used in the Offering. In total IPF will hold 3,319,944 warrants after these additional warrants have been delivered.

Stifel Europe Securities SAS acts as the sole global coordinator and bookrunner in respect of the Offering (the “Sole Global Coordinator and Bookrunner”). Roschier, Attorneys Ltd. acts as the Company’s legal adviser in Finland and Freshfields LLP acts as the Company’s legal adviser as to U.S. federal securities law and U.K. law. Krogerus Attorneys Ltd acts as the Sole Global Coordinator and Bookrunner’s legal adviser in Finland and Milbank LLP acts as the Sole Global Coordinator and Bookrunner’s legal adviser in the United Kingdom and the United States. IR Partners Oy acts as the Company’s communications adviser.

Faron Pharmaceuticals Ltd

For more information please contact:

IR Partners, Finland (Media) Kare Laukkanen	[phone] / [phone] [e-mail]
Cairn Financial Advisers LLP (Nominated Adviser and Broker) Sandy Jamieson, Jo Turner	[phone]
Stifel Europe Securities SAS (Sole Global Coordinator and Bookrunner) Pierre Kiecolt-Wahl Vincent Meunier	[e-mail] [phone] [e-mail] [phone]
Sisu Partners Oy (Certified Adviser on Nasdaq First North) Juha Karttunen Jukka Järvelä	[phone] [phone]

About BEXMAB

The BEXMAB study is an open-label Phase I/II clinical trial investigating bexmarilimab in combination with standard of care (SoC) in the aggressive hematological malignancies of acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS). The primary objective is to determine the safety and tolerability of bexmarilimab in combination with SoC (azacitidine) treatment. Directly targeting Clever-1 could limit the replication capacity of cancer cells, increase antigen presentation, ignite an immune response, and allow current treatments to be more effective. Clever-1 is highly expressed in both AML and MDS and associated with therapy resistance, limited T cell activation and poor outcomes.

About bexmarilimab
Bexmarilimab is Faron’s wholly owned, investigational immunotherapy designed to overcome resistance to existing treatments and optimize clinical outcomes, by targeting myeloid cell function and igniting the immune system. Bexmarilimab binds to Clever-1, an immunosuppressive receptor found on macrophages leading to tumor growth and metastases (i.e. helps cancer evade the immune system). By targeting the Clever-1 receptor on macrophages, bexmarilimab alters the tumor microenvironment, reprogramming macrophages from an immunosuppressive (M2) state to an immunostimulatory (M1) one, upregulating interferon production and priming the immune system to attack tumors and sensitizing cancer cells to standard of care.

About Faron Pharmaceuticals Ltd
Faron (AIM: FARN, First North: FARON) is a global, clinical-stage biopharmaceutical company, focused on tackling cancers via novel immunotherapies. Its mission is to bring the promise of immunotherapy to a broader population by uncovering novel ways to control and harness the power of the immune system. The Company’s lead asset is bexmarilimab, a novel anti-Clever-1 humanized antibody, with the potential to remove immunosuppression of cancers through reprogramming myeloid cell function. Bexmarilimab is being investigated in Phase I/II clinical trials as a potential therapy for patients with hematological cancers in combination with other standard treatments. Further information is available at www.faron.com.

Important notice
This announcement is not an offer of securities for sale into the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no intention to register the securities in the United States or to make a public offering in the United States. Any sale of the securities in the United States will be made solely to a limited number of "qualified institutional buyers" as defined in Rule 144A in reliance on an exemption from the registration requirements of the Securities Act.

The distribution of this announcement may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication, distribution or release, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa or any other jurisdiction in which the distribution, publication or release would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. This announcement is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, this release is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").

In the United Kingdom, this announcement is only directed at (a) members of the Company; and (b) "qualified investors" within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR") who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons"). This announcement must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is only available to Relevant Persons in the United Kingdom and will only be engaged in with such persons.

In the United Kingdom, no prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained or referred to in this announcement and no such document is required to be published (in accordance with the POATR or the AIM Rules of the London Stock Exchange). This announcement has not been approved by the Financial Conduct Authority (the "FCA") or the London Stock Exchange.

No part of this announcement, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

The Sole Global Coordinator and Bookrunner is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as their respective client in relation to the Offering. It will not be responsible to anyone other than the Company for providing the duties afforded to its respective clients, nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.

Caution regarding forward-looking statements

Certain statements in this announcement are, or may be deemed to be, forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should", "expect", ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Company's current expectations and assumptions regarding the completion and use of proceeds from the Offering, the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Company's current beliefs and assumptions and are based on information currently available to the Company.

A number of factors could cause actual results to differ materially from the results and expectations discussed in the forward-looking statements, many of which are beyond the control of the Company. In addition, other factors which could cause actual results to differ materially include the ability of the Company to successfully licence its programmes, risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets or other sources of funding, reliance on key personnel, uninsured and underinsured losses and other factors. Although any forward-looking statements contained in this announcement are based upon what the Company believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Subject to any continuing obligations under applicable law, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.