Press Release, 2 December 2019

Kuros announces results of Rights Offering

 

Not for release, publication or distribution in the USA, the United Kingdom, Canada, Japan, Australia or Member States of the European Economic Area (“EEA”).

Schlieren (Zurich), Switzerland, December 2, 2019 – Kuros Biosciences (SIX: KURN) (the Company or Kuros) announces the results of the Rights Offering, first announced on November 19, 2019, in which a total of up to 6,405,022 new registered shares of Kuros sourced from the ordinary and authorized share capital with a nominal value of CHF 1.00 each were offered to Kuros’ existing shareholders at an Offer Price of CHF 1.95 per share.

At expiration of the rights exercise period on December 2, 2019, 12.00 noon CET, subscription rights for 2,325,474 new registered shares were validly exercised, representing 36.3% of the new registered shares offered.

4,079,548 new registered shares for which subscription rights were not exercised will be offered in the Share Offering to eligible institutional investors or others.

As previously announced, Kuros has obtained a binding order from Optiverder B.V., beneficially owned by Mr. C.A.C.M. Oomen, Delft, The Netherlands (the “Investor“) for 2,818,718 Offered Shares at the subscription price of CHF 1.95 per Offered Share for an aggregate amount of CHF 5,496,500.10 (the “Investment“) for the Share Offering. The Company has decided to preferably allocate Offered Shares in the Share Offering to the Investor due to the Investor’s early binding order, the size of its order and the signing of a lock-up of 90 days after the First Day of Trading by the Investor. The Company has further decided to fully allocate the Offered Shares required for the covering of the full Investment.

The Capital Increase will be implemented, since the number of shares subscribed in the Rights Offering together with binding orders from new investors to subscribe additional shares in the Share Offering exceed the minimum CHF 4 million gross proceeds, which allow the Company to accelerate commercialization of MagnetOs bone graft substitute in the U.S. and selected geographies in Europe.

Offered Shares in respect of which subscription rights have not been exercised are available for sale in a Share Offering that shall end on December 3, 2019 15:00 (CET).

The final number of new registered shares issued, and the gross proceeds raised via the Capital Increase will depend on, inter alia, the number of shares subscribed amongst existing and new equity investors. The final number of offered shares and gross proceeds from the Rights Offering and Share Placement will be announced on December 3, 2019 after market close. The listing of the new registered shares on the SIX Swiss Exchange and the delivery of the new registered shares against payment of the Offer Price are expected to take place on December 6, 2019.

Capitalized terms used in this press release have the meaning given to such terms in the offering and listing prospectus published by the Company on November 20, 2019.

Expected timetable

December 2, 2019:	12 noon CET: End of Rights Exercise Period After close of trading: Announcement of number of Offered Shares for which Rights have been exercised and number of Offered Shares offered in the Share Placement
December 3, 2019:	15:00 (CET): End of Share Offering
December 4, 2019:	Board resolution on Capital Increase and publication of Supplement
December 6, 2019:	Listing of Offered Shares Payment and Settlement

About Kuros Biosciences AG

Kuros Biosciences (SIX:KURN) is focused on the development of innovative products for tissue repair and regeneration and is located in Schlieren (Zurich), Switzerland, Bilthoven, The Netherlands and Burlington, MA, U.S. The Company is listed according to the International Reporting Standard on the SIX Swiss Exchange under the symbol KURN. Visit www.kurosbio.com for additional information on Kuros, its people, science and product pipeline.

About MagnetOs

MagnetOs bone graft has an advanced submicron surface topography that leads to the formation of bone, rather than scar tissue, following implantation. In preclinical models, MagnetOs preferentially directs early wound healing toward the bone-forming pathway, meaning that bone can be formed even in soft tissues without the need for added cells or growth factors, resulting in an osteoinductive claim in Europe. MagnetOs promotes local bone formation equivalent to current gold standard, autograft. A substantial number of clinically relevant and predictive studies have demonstrated its equivalence to the current gold standard (patient’s own bone, which may not be available in sufficient quantities and/or involves morbidity, costs and pain associated with its harvesting from another healthy site of the patient’s body). MagnetOs is now supported by over two years’ clinical experience since its launch in the United Kingdom in May 2017. For more information, see: www.magnetosbonegraft.com

About Fibrin-PTH (KUR-113)

Fibrin-PTH (KUR-113) consists of a natural fibrin-based healing matrix with an immobilized targeted bone growth factor (truncated human parathyroid hormone (PTH) analog). Fibrin-PTH (KUR-113) is designed to be applied directly into and around an intervertebral body fusion device as a gel, where it polymerizes in situ. Fibrin-PTH (KUR-113) functions via the well-established mechanism of action of parathyroid hormone; has been demonstrated in animal models of spinal fusion to be comparable to rhBMP-2; and has been shown in preclinical studies to be easy to use and ideal for open or minimally invasive techniques. Fibrin PTH (KUR-113) is an investigational drug/biologic combination product candidate. Fibrin PTH (KUR-113) has been evaluated in animals for use in lumbar interbody fusion. The safety & efficacy of Fibrin PTH (KUR-113) has not yet been evaluated for spinal fusion in humans.

The purpose of this publication is to inform shareholders of Kuros Biosciences AG and the public. This press release does neither constitute an offer to buy or to subscribe to rights or shares of Kuros Biosciences AG nor a prospectus within the meaning of the applicable Swiss law. Investors should make their decision to excercise rights or buy or to subscribe to new shares solely based on the offering and listing prospectus available free of charge at Kuros Biosciences AG, Wagistrasse 25, 8952 Schlieren. Investors are furthermore advised to consult their bank or financial adviser.

This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Kuros Biosciences AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

The securities described herein are offered publicly without restrictions in Switzerland only.

THIS PRESS RELEASE IS NOT BEING ISSUED IN THE USA, IN THE UNITED KINGDOM, IN AUSTRALIA, CANADA OR JAPAN AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA OR JAPAN AND MUST NOT BE DISTRIBUTED OR DISSEMINATED TO ONE OF THESE COUNTRIES BY PUBLICATIONS WITH A GENERAL CIRCULATION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES. THE SECURITIES OF KUROS BIOSCIENCES AG HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED AND ARE NOT BEING OFFERED IN THE UNITED STATES OR TO U.S. PERSONS.

In relation to the United Kingdom, the communication of this publication is not being made, and this publication has not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, this publication is not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of this publication is being made to, and is directed only at persons outside the United Kingdom. This publication is only available to such persons and the transaction contemplated herein will be available only to, or engaged in only with persons outside the United Kingdom, and this publication must not be acted on or relied upon by any other person.

This publication and the information contained herein does not constitute an “offer of securities to the public” within the meaning of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) of the securities referred to herein in any member state of the European Economic Area (the “EEA”). Any offers of the securities referred to in this information to persons in the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities. This information is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State (“Qualified Investors”).

The offer referred to in this press release shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

For further information, please contact:

Kuros Biosciences AG	LifeSci Advisors
Michael Grau	Hans Herklots
Chief Financial Officer	Media & Investors
Tel +41 44 733 47 47	+41 79 598 7149
michael.grau@kurosbio.com	hherklots@lifesciadvisors.com