Press Release, 12 December 2018

Kuros announces results of rights offering – capital increase will be implemented

Schlieren (Zurich), Switzerland, December 12, 2018 – Kuros Biosciences (SIX: KURN) (the Company or Kuros) announces the results of the rights offering, first announced on November 29, 2018, in which a total of 8,013,306 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 2.50 per share.

At expiration of the rights exercise period on December 12, 2018, 12.00 noon CET, subscription rights for 2,769,608 new registered shares were validly exercised, representing 34.6% of the new registered shares offered. 5,243,698 new registered shares for which subscription rights were not exercised will be offered in the share placement to eligible institutional investors or others.

The capital increase is expected to be implemented as previously announced, since the number of shares subscribed in the rights offering together with certain hard commitments from existing and new investors to subscribe additional shares in the share placement exceed the minimum CHF 8 million gross proceeds, which the Company requires to progress 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 will be available for sale in a share placement that shall occur from December 12, 2018, after close of trading, to December 13, 2018, after close of trading (the “Share Placement Period”). In order to prevent speculative trading that might affect the share price adversely for each of the potential investors, depending on such investors’ respective investment case, the Company requested for the suspension of trading in its securities listed on the SIX Swiss Exchange on December 13, 2018 (i.e. during the Share Placement Period), which has been approved by the SIX Swiss Exchange. A suspension of trading on December 13, 2018 will ensure equal treatment of all shareholders during the Share Placement Period. 

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 13, 2018 after market close. If CHF 16 million of gross proceeds are raised in the capital increase, the phase 2 clinical study of the Company’s proprietary fibrin-PTH (KUR-113) product in spinal fusion can continue as planned as otherwise it will have to be delayed. 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 18, 2018.

For further information, please contact:

Kuros Biosciences AG
Michael Grau
Chief Financial Officer
Tel +41 44 733 47 47
michael.grau@kurosbio.com

Media & Investors
Hans Herklots
LifeSci Advisors
Tel +41 79 598 7149
hherklots@lifesciadvisors.com

About Kuros Biosciences AG

Kuros Biosciences (SIX: KURN) is focused on the development of innovative products for bone regeneration and is located in Schlieren (Zurich), Switzerland and Bilthoven, The Netherlands. Visit www.kurosbio.com for additional information on Kuros, its people, science and product pipeline.

Forward Looking Statements

This media release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. You are urged to consider statements that include the words “will” or “expect” or the negative of those words or other similar words to be uncertain and forward-looking. Factors that may cause actual results to differ materially from any future results expressed or implied by any forward-looking statements include scientific, business, economic and financial factors. Against the background of these uncertainties, readers should not rely on forward-looking statements. The Company assumes no responsibility for updating forward-looking statements or adapting them to future events or developments.

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 exercise 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.

In relation to each Member State of the EEA which has implemented the Directives 2003/71/EG dated November 4, 2013 (the “Prospectus Directive”) (each a “Relevant Member State”) and 2010/73/EU dated November 24, 2010, an offer to the public of rights or shares of Kuros Biosciences AG which are the subject of the offering contemplated by this publication may not be made in that Relevant Member State. An offer to the public of rights or shares of Kuros Biosciences AG may in particular also not be made under the provisions of Article 3 (2) of the Prospectus Directive or the respective regulations of national regulations implementing the Prospectus Directive.

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.