TURKU, FI / ACCESS Newswire / August 7, 2025 / Faron Pharmaceuticals Ltd. (AIM:FARN)(First North:FARON), a clinical-stage biopharmaceutical company developing novel immunotherapies, announces that the Company has approved the exercise of 857,322 special rights entitling to 857,322 existing treasury shares, for an aggregate subscription price of EUR 1,682,067, in connection with an advanced amortisation payment of the First Tranche Bonds (as defined below), which will occur latest on 8 August 2025. In addition, the Company has made the second scheduled amortisation payment of the First Tranche Bonds in cash on 2 August 2025.
The Company announced on 3 April 2025 that it had entered into a convertible bond arrangement for up to EUR 35 million with an entity managed by Heights Capital Management, Inc. (" HCM ") and resolved upon the issuance of amortising senior unsecured convertible bonds with an aggregated principal amount of EUR 15 million (the " First Tranche Bonds ") due 2 April 2028 to HCM, convertible into new and/or existing shares in the Company (the " Shares "). HCM (or any future holders of the majority of the First Tranche Bonds) may, at any time between scheduled amortisations, exercise their right to bring forward up to two (2) additional amortisation payments (an " Accelerated Amortisation ") to be paid in advance, with a limit of no more than nine (9) Accelerated Amortisations in the first year of the term of the First Tranche Bonds. As previously announced, the Board of Directors of Faron has resolved to make amortisations and interest payments by converting the relevant amounts due into Shares (" Share Settlement Option "), unless it separately decides to make payments in cash. The exercise of the Company's Share Settlement Option is effected by the bondholders exercising special rights entitling into Shares, as referred to in Chapter 10 of the Finnish Companies Act (" Special Rights "), issued in connection with the issuance of the First Tranche Bonds.
The Company has on 6 August 2025 received an amortised payment advancement notice from the bondholder for an aggregate amortised payment amount (including accrued interest) of EUR 1,682,067. As the Company has exercised its Share Settlement Option, the subscription price for the Shares subscribed for by the bondholder is EUR 1.962 per Share, corresponding to 90 per cent of the lowest of (i) the volume weighted average price (" VWAP ") of a Share on the relevant payment date, and (ii) the lowest of the VWAPs of a Share on each of the five consecutive dealing days ending on (and including) the dealing day immediately preceding the relevant payment date]. Therefore, the Company has approved the exercise of 857,322 Special Rights entitling to 857,322 existing treasury Shares, for an aggregate subscription of EUR 1,682,067. The subscription price for the Shares subscribed for pursuant to the Special Rights is paid by setting off the Company's debt to pay relevant amounts due under the First Tranche Bonds and recorded into the reserve for invested unrestricted equity. The new Maturity Date of the Bond is 2 December 2027.
The 857,322 Shares subscribed for rank pari passu in all respects with the existing shares of the Company and are admitted to trading on Nasdaq First North Growth Market Finland (" First North ") maintained by Nasdaq Helsinki Ltd (" Nasdaq Helsinki ") and on AIM (" AIM "), the market of that name operated by London Stock Exchange plc (the " LSE ").
Following the issuance, the aggregate number of ordinary shares in issue in the Company remains 116,954,597. Shares held in treasury by the Company do not confer a right to dividends or other shareholder rights. Following the issuance, the Company will have 4,142,678 shares in treasury and therefore, the total number of voting rights in Faron will be 112,811,919 (the " Number of Shares and Votes "). This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify an interest in, or a change to their interest in, the Number of Shares and Votes of the Company.
For more information, please contact:
IR Partners, Finland | +358 44 313 5005 |
FINN Partners, US | +1 847 791-8085 |
Cairn Financial Advisers LLP | +44 (0) 207 213 0880 |
Sisu Partners Oy | +358 (0)40 555 4727 |
About Faron Pharmaceuticals Ltd
Faron (AIM: FARN, First North: FARON) is a global, clinical-stage biopharmaceutical company, focused on tackling cancers via novel immunotherapies. Its mission is to bring the promise of immunotherapy to a broader population by uncovering novel ways to control and harness the power of the immune system. The Company's lead asset is bexmarilimab, a novel anti-Clever-1 humanized antibody, with the potential to remove immunosuppression of cancers through reprogramming myeloid cell function. Bexmarilimab is being investigated in Phase I/II clinical trials as a potential therapy for patients with hematological cancers in combination with other standard treatments. Further information is available at www.faron.com.
SOURCE: Faron Pharmaceuticals
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https://www.accessnewswire.com/newsroom/en/biotechnology/faron-pharmaceuticals-ltd-approval-of-share-subscriptions-based-on-special-rights-in-1057718
