Press Release, 03 December 2019

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

Kuros announces final result of Capital Increase – total gross proceeds of CHF 12.5 million raised

Schlieren (Zurich), Switzerland, December 3, 2019 – Kuros Biosciences (SIX: KURN) (the Company or Kuros) announces the final number of Offered Shares and gross proceeds from the Rights Offering and Share 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 at an Offer Price of CHF 1.95 per share.

 

Following the rights exercise period, 4,079,548 new registered shares for which subscription rights were not exercised were placed in the Share Offering, which was oversubscribed to eligible institutional investors or others. Combined with the 2,325,474 new registered shares, which were validly subscribed for in the Rights Offering, the total number of new registered shares placed in the Offering at the Offer Price of CHF 1.95 per share amounts to 6,405,022. Total gross proceeds raised from the Capital Increase amount to CHF 12.5 million.

 

As previously announced, 2,818,718 Offered Shares were preferably allocated to Optiverder B.V., beneficially owned by Mr. C.A.C.M. Oomen, Delft, The Netherlands due to such 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.

 

As a result of the Capital Increase, Kuros’ share capital will increase from CHF 16,012,556, whereof 953,945 Shares have been issued from the Company’s conditional share capital for bond and similar debt instrument and are not recorded in the commercial register yet, to CHF 22,417,578, divided into 22,417,578 registered shares with a nominal value of CHF 1.00 each.

 

Kuros intends to use the net proceeds of the Offering in its discretion for the commercialization of its products and the further development of its product candidates.

 

The listing and First Day of Trading 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.

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

 

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.