Faron publishes final results of its EUR 40.1 million rights issue

Faron publishes final results of its EUR 40.1 million rights issue

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON, “Faron” or the “Company”) today announces the final results of the fully committed rights offering of approximately EUR 40.1 million (the "Offering") consisting of up to 80,158,126 offer shares (the “Offer Shares”).

Results of the Offering:

The subscription period for the Offer Shares on Nasdaq First North Growth Market Finland (“First North”) ended on 2 April 2026 and the subscription period for the Offer DIs on AIM (“AIM”) ended on 31 March 2026. According to the final results of the Offering, a total of 41,944,771 Offer Shares, which may be represented by depository interests (“DIs”) (“Offer DIs”), were subscribed for in the Offering, corresponding to approximately 52.33 per cent of the total number of 80,158,126 Offer Shares.

From the Offer Shares, a total of 38,756,007 Offer Shares were subscribed for with subscription rights and a total of 3,188,764 Offer Shares were subscribed for without subscription rights, excluding the Cornerstone Commitments (as defined below). The subscription price in the Offering was EUR 0.50 per Offer Share. In addition, as announced by the Company on 10 March 2026, certain investors have agreed to subscribe for Offer Shares that have not been subscribed for in the Offering pursuant to the subscription rights for an aggregate amount of EUR 6.9 million representing 17.1 per cent of the Offer Shares (together the "Cornerstone Commitments"). The variance compared to the previously communicated Cornerstone Commitments of EUR 7.1 million is attributable to one investor having satisfied its cornerstone commitment through the exercise of its subscription rights in the Offering.

In total, the Cornerstone Commitments and the primary and secondary subscriptions correspond to approximately 70 per cent of the total Offering. The remaining 24,471,573 shares will be allocated to investors who have previously agreed to subscribe for any Offer Shares not otherwise subscribed and paid for pursuant to the subscription rights or in the secondary subscription (“Subscription Guarantees”).

Total gross proceeds

In total, the Company will receive gross proceeds of approximately EUR 40.1 million from the Offering with net proceeds amounting to approximately EUR 32.8 million, taking into account transaction costs, including fees payable to the subscription guarantors for the guarantees, in connection with the Offering. The net proceeds will be used, among others, to strengthen the Company’s financial position, to run a randomized, 90-patient Phase II trial in frontline high risk myelodysplastic syndrome (“HR MDS”) with bexmarilimab in combination with azacitidine as well as to accelerate the development of its lead asset bexmarilimab by providing it to up to five investigator-initiated trials (“IIT”).

The Board of Directors of the Company has approved the subscriptions made in the Offering. Allotment of the Offer Shares will be made in accordance with the terms and conditions of the Offering. As a result of the Offering, the total number of shares in Faron Pharmaceuticals will increase by 80,000,000 from 119,472,660 to 199,472,660, which includes 3,530,573 treasury shares. The Offer Shares issued amount to approximately 67.1 per cent of the outstanding shares in the Company following the Offering. The Offer Shares confer the same rights as the Company’s other shares, after being registered with the Trade Register and in the Company’s shareholder register as described below. Faron will not conduct a directed share issue in connection with the Offering.

Other matters

In respect of the Offering, the last day of trading in the interim shares on First North will be on or about 14 April 2026. The last day of trading in DIs representing the interim shares on AIM will be on or about 14 April 2026. The interim shares will be combined with the existing shares of the Company on or about 14 April 2026. The Offer Shares will confer the same rights as the Company’s existing shares, after being registered with the Finnish Trade Register on or about 14 April 2026. Trading in the new Offer Shares on First North and in the Offer DIs on AIM is expected to commence on First North and AIM on or about 15 April 2026 subject to the admission of the Offer Shares to trading on First North and AIM. Those Offer Shares that are issued based on the Cornerstone Commitments and Subscription Guarantees are first issued to the Company itself and are expected to be registered to the Finnish Trade Register on or about 10 April 2026. Thereafter these Offer Shares will be further conveyed to the cornerstone investors and guarantors with payment and settlement (delivery against payment of the subscription price in full) expected to be completed on or about 14 April 2026. Trading is expected to commence on or about 14 April 2026 subject to the admission to trading on First North and AIM.

In connection with approving the subscriptions made in the Offering, the Company's Board of Directors has resolved to issue a total of 1,500,000 new additional warrants to IPF SICAV-FIAR (“IPF”) and to adjust the strike price of all warrants issued to IPF to be equal to the subscription price of EUR 0.5 used in the Offering. In total IPF will hold 3,319,944 warrants after these additional warrants have been delivered.

Stifel Europe Securities SAS acts as the sole global coordinator and bookrunner in respect of the Offering (the “Sole Global Coordinator and Bookrunner”). Roschier, Attorneys Ltd. acts as the Company’s legal adviser in Finland and Freshfields LLP acts as the Company’s legal adviser as to U.S. federal securities law and U.K. law. Krogerus Attorneys Ltd acts as the Sole Global Coordinator and Bookrunner’s legal adviser in Finland and Milbank LLP acts as the Sole Global Coordinator and Bookrunner’s legal adviser in the United Kingdom and the United States. IR Partners Oy acts as the Company’s communications adviser.

Faron Pharmaceuticals Ltd

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