Schlieren (Zurich), Switzerland, November 19, 2019 – 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 6.0 million through the issuance of up to an additional 6.0 million shares.
Subject to the EGM's approval of the ordinary share capital increase, the Company's Board of Directors proposes that up to 6.4 million 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 1.95 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 November 21, 2019 (after market close). 5 Rights will entitle the holder of such Rights to subscribe to 2 new registered shares subject to certain restrictions under applicable local laws. As from November 22, 2019, 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 November 22 until December 2, 2019 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 6, 2019. The offering and listing prospectus in connection with the rights offering will be published on or around November 20, 2019.
Kuros expects to raise a total amount of up to CHF 12 million gross proceeds through the rights offering, in line with its announcement of an approximately CHF 6 – 12 million capital increase on October 29, 2019. The Company 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. Recently, at NASS, the leading spinal surgery meeting, data were presented demonstrating that MagnetOs significantly outperformed comparator products in achieving uniform, solid and stable spinal fusion.
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 4.0 million of gross proceeds are raised via the capital increase, which the Company requires to accelerate commercialization of MagnetOs bone graft substitute in the U.S. and selected geographies in Europe. If the gross proceeds of the Offering will be below CHF 12 million, the Company will have to delay the preparation of the Pivotal Phase III study for Fibrin-PTH (KUR-113) until the required funds are available.
Octavian is acting as Placement Agent and Helvetische Bank is acting as Settlement Agent to the Company.
Expected timetable for the rights offering
November 19, 2019: Extraordinary General Meeting
November 20, 2019: Publication of Prospectus
November 21, 2019: After close of trading on SIX Swiss Exchange: cut-off date for determination of existing shareholders for the entitlement of Rights
November 22, 2019: Start of rights exercise period
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: After close of trading: Announcement of final number of Offered Shares and gross proceeds from the Rights Offering and Share Placement
December 6, 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 LifeSci Advisors
Michael Grau Hans Herklots
Chief Financial Officer Media & Investors
Tel +41 44 733 47 47 +41 79 598 7149
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.
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.
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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.