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Schlieren (Zurich), Switzerland, November 29, 2018 – Kuros Biosciences (SIX: KURN) (the Company or Kuros) at today’s Extraordinary General Meeting (EGM) of shareholders will seek approval for an increase of the ordinary share capital of up to CHF 4.3 million through the issuance of up to an additional 4.3 million shares and to establish a conditional capital of CHF 1.7 million for the issuance of up to 1.7 million shares.
Subject to the EGM’s approval of the ordinary share capital increase, the Company’s Board of Directors proposes that up to 8,013,306 new registered shares sourced from the ordinary and authorized share capital will be offered to existing shareholders of Kuros at an offer price of CHF 2.50 per share. The capital increase shall be implemented through a discounted rights offering, in which existing shareholders will receive 1 right to pre-emptively subscribe for new registered shares (“Rights”) for each registered share they hold on December 3, 2018 (after market close). Fifteen Rights will entitle the holder of such Rights to subscribe to fourteen new registered shares subject to certain restrictions under applicable local laws. As from December 4, 2018, registered shares of Kuros will trade “ex Rights”. The Rights will not be admitted to trading on SIX Swiss Exchange.
The Rights are expected to be exercisable from December 4 until December 12, 2018 12:00 noon CET. Shares for which Rights have not been validly exercised during this period may be sold in a subsequent offering to eligible institutional investors or others. The listing and the first day of trading of the new registered shares on 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. The offering and listing prospectus in connection with the rights offering will be published on or around November 30, 2018.
Kuros expects to raise a total amount of up to CHF 20 million gross proceeds through the rights offering, in line with its announcement of an approximately CHF 16 – 20 million capital increase on November 8, 2018. The Company intends to use the net proceeds primarily to prepare and advance the execution of the Pilot Phase II clinical study of its proprietary Fibrin-PTH (KUR-113) product in spinal fusion, to initiate the preparation of the Pivotal clinical study for the same product, to advance the commercial roll-out of MagnetOs, as well as for general working capital purposes.
The phase 2 study of KUR-113 is scheduled to start enrolling patients in 2019 with an anticipated interim readout by the second half of 2020. KUR-113 targets an important unmet medical need in spinal fusion patients and presents a significant commercial opportunity.
Several large existing shareholders as well as potential new investors have indicated their interest in participating in the equity financing. 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 capital increase will not be implemented if not at least CHF 8 million of gross proceeds are raised via the capital increase, which the Company requires to progress commercialization of MagnetOS bone graft substitute in the U.S. and selected geographies in Europe. In case less than CHF 16 million of gross proceeds are raised, the phase 2 clinical study of the Company’s proprietary fibrin-PTH (KUR-113) product in spinal fusion would be delayed.
Mirabaud and Octavian are acting as Joint Placement Agents and Helvetische Bank is acting as Subscription and Settlement Agent to the Company.
Expected timetable for the rights offering
November 29, 2018: Extraordinary General Meeting
November 30, 2018: Publication of Prospectus
December 3, 2018: After close of trading on SIX Swiss Exchange: cut-off date for determination of existing shareholders for the entitlement of Rights
December 4, 2018: Start of rights exercise period
December 12, 2018: 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 13, 2018: After close of trading: Announcement of final number of Offered Shares and gross proceeds from the Rights Offering and Share Placement
December 18, 2018: Listing and First Day Trading of Offered Shares
Payment of Offer Price against Delivery of Offered Shares
For further information, please contact:
Kuros Biosciences AG
Chief Financial Officer
Tel +41 44 733 47 47
Media & Investors
Tel +41 79 598 7149
About Kuros Biosciences AG
Kuros Biosciences is focused on the development of innovative products for tissue repair and regeneration and is located in Schlieren (Zurich), Switzerland and Bilthoven, The Netherlands. The Company is listed according to the International Financial Reporting Standard on the SIX Swiss Exchange under the symbol KURN. Visit www.kuros.18a.co for additional information on Kuros, its 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 excercivse 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 situa-tion, 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 as-sumes 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 refered 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.