Grant of options

Faron Pharmaceuticals Ltd.

(“Faron” or “the Company”)

Grant of options

Company announcement, August 7, 2024 at 10.00 a.m. BST / 12:00 p.m. EEST

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company focused on tackling cancers via novel immunotherap ies , today announces that the Company’s board has confirmed the grant of a total of 645,000 options over new ordinary shares in the Company (“Options”) under the Company’s Share Option Plan 2019 (including its UK and US sub plans). The Options have been allocated under the Share Option Plan 2019 and are exercisable between June 25, 2025 and June 25, 2029, vesting 25% per annum over four years. The exercise price for Options allocated under the Share Option plan and the UK sub plan corresponds to the subscription price of €1.00 per share, being the same subscription price in the Company’s public offering that was closed and announced on 20 June 2024. The exercise price for the 90,000 Options allocated under the US sub plan is €1.35 per share, which is calculated based on the 30-day average price of the Shares prior to the Grant Date. The terms of the Share Option Plan 2019 are available on the Company’s website at https://www.faron.com/sites/faron-corp/files/faron/investor/general-meeting/2023/annex-1-amended-option-plan-2019.pdf.

The granted 645,000 Options entitle the option holders to subscribe for a total of 645,000 new ordinary shares in the Company, if exercised in full, and represent 0.61 % of the fully diluted ordinary share capital of the Company.

Included in the number of Options granted are the following Options which were issued to directors, other persons discharging managerial responsibilities (“PDMRs”), scientific advisory board (“SAB”) members and Company personnel:

Director

Options granted

Marie-Louise Fjällskog

30,000

Markku Jalkanen​

30,000

John Poulos

30,000

Tuomo Pätsi​

100,000

Christine Roth​

30,000

Total directors

220,000

Other PDMR

Juho Jalkanen

200,000

Maija Hollmén

6,000

Vesa Karvonen

30,000

Yrjö Wichmann

60,000

Kaisa Kyttä

11,000

Total other PDMRs

307,000

Total Company personnel

118,000

For the purposes of MAR and UK MAR, the person responsible for arranging for the release of this announcement on behalf of Faron is Juho Jalkanen, Chief Executive Officer.

For more information please contact:

ICR Consilium
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail:
  faron@consilium-comms.com

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 (0)40 555 4727

Jukka Järvelä

Phone: +358 (0)50 553 8990

About BEXMAB

The BEXMAB study is an open-label Phase I/II clinical trial investigating bexmarilimab in combination with standard of care (SoC) in the aggressive hematological malignancies of acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS). The primary objective is to determine the safety and tolerability of bexmarilimab in combination with SoC (azacitidine) treatment. Directly targeting Clever-1 could limit the replication capacity of cancer cells, increase antigen presentation, ignite an immune response, and allow current treatments to be more effective. Clever-1 is highly expressed in both AML and MDS and associated with therapy resistance, limited T cell activation and poor outcomes.

About bexmarilimab

Bexmarilimab is Faron’s wholly owned, investigational immunotherapy designed to overcome resistance to existing treatments and optimize clinical outcomes, by targeting myeloid cell function and igniting the immune system. Bexmarilimab binds to Clever-1, an immunosuppressive receptor found on macrophages leading to tumor growth and metastases (i.e. helps cancer evade the immune system). By targeting the Clever-1 receptor on macrophages, bexmarilimab alters the tumor microenvironment, reprogramming macrophages from an immunosuppressive (M2) state to an immunostimulatory (M1) one, upregulating interferon production and priming the immune system to attack tumors and sensitizing cancer cells to standard of care.

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 .

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014

1

Details of the person discharging managerial responsibilities/person closely associated

a.

Name

a)    Marie-Louise Fjällskog

b)    Markku Jalkanen

c)    John Poulos

d)    Tuomo Pätsi

e)    Christine Roth

f)     Juho Jalkanen

g)    Maija Hollmén

h)    Vesa Karvonen

i)     Yrjö Wichmann

j)     Kaisa Kyttä

2

Reason for notification

a.

Position/Status

Person discharging managerial responsibilities/person closely associated

b.

Initial notification/

Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a.

Name

Faron Pharmaceuticals Oy

b.

LEI

7437009H31TO1DC0EB42

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a.

Description of the financial instrument, type of instrument

Identification Code

Options over new ordinary shares

ISIN: FI4000153309

b.

Nature of the transaction

Grant of options made under the Faron Share Option Plan 2019 – under the UK and US sub plans the options are exercisable at €1.00 per ordinary share, and at €1.35 per ordinary share respectively.

c.

Price(s) and volume(s)

Price(s)

Volume(s)

a)     €1.35

b)    €1.00

c)     €1.35

d)    €1.00

e)    €1.35

f)     €1.00

g)     €1.00

h)    €1.00

i)      €1.00

j)      €1.00

a)     30,000

b)    30,000

c)     30,000

d)    100,000

e)    30,000

f)     200,000

g)     6,000

h)    30,000

i)      60,000

j)      11,000

d.

Aggregated information

– Aggregated Volume

– Price

Nil

e.

Date of the transaction

7 August 2024

f.

Place of the transaction

Turku

Update on settlement

Faron Pharmaceuticals Ltd

(“Faron” or the “Company“)

Update on settlement under the UK Open Offer and the REX Retail Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO ACQUIRE ANY SECURITIES. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

Company announcement, 25 June 2024 at 4pm (EEST) / 2pm (BST) / 9am (EDT)

TURKU, FINLAND  – Faron Pharmaceuticals Ltd (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company pursuing a CLEVER-1 receptor targeting approach to reprogramming myeloid cells to activate anti-tumor immunity in hematological and solid tumor microenvironments, announces an update on settlement of the UK Open Offer and the REX Retail Offer, which are part of the fully subscribed EUR 30.7 million share offering.  Capitalised terms used but not defined herein have the meaning given to them in the announcement of final results of the share offering dated 20 June 2024.

The New Shares were admitted to trading on First North and AIM at 8:00 a.m. BST on 24 June 2024. Due to a technical delay with settlement, CREST accounts are now expected to be credited in respect of shares under the UK Open Offer on 26 June 2024 and settlement of the REX Retail Offer is expected to occur on 25 June 2024.

Faron Pharmaceuticals Ltd

For more information please contact:

ICR Consilium
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail:
  faron@consilium-comms.com

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 (0)40 555 4727

Jukka Järvelä

Phone: +358 (0)50 553 8990

About BEXMAB

The BEXMAB study is an open-label Phase I/II clinical trial investigating bexmarilimab in combination with standard of care (SoC) in the aggressive hematological malignancies of acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS). The primary objective is to determine the safety and tolerability of bexmarilimab in combination with SoC (azacitidine) treatment. Directly targeting Clever-1 could limit the replication capacity of cancer cells, increase antigen presentation, ignite an immune response, and allow current treatments to be more effective. Clever-1 is highly expressed in both AML and MDS and associated with therapy resistance, limited T cell activation and poor outcomes.

About bexmarilimab

Bexmarilimab is Faron’s wholly owned, investigational immunotherapy designed to overcome resistance to existing treatments and optimize clinical outcomes, by targeting myeloid cell function and igniting the immune system. Bexmarilimab binds to Clever-1, an immunosuppressive receptor found on macrophages leading to tumor growth and metastases (i.e. helps cancer evade the immune system). By targeting the Clever-1 receptor on macrophages, bexmarilimab alters the tumor microenvironment, reprogramming macrophages from an immunosuppressive (M2) state to an immunostimulatory (M1) state, upregulating interferon production and priming the immune system to attack tumors and sensitizing cancer cells to standard of care.

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 .

Important notice

This announcement is not an offer of securities for sale into the United States. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act“), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no intention to register the Offer Shares in the United States or to make a public offering in the United States. Any sale of the Offer Shares in the United States will be made solely to a limited number of “qualified institutional buyers” or accredited investors, each as defined in Rule 144A in reliance on an exemption from the registration requirements of the Securities Act.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.

In any European Economic Area Member State, other than Finland, this release is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation“).

In the United Kingdom, this release is only being distributed to and is only directed at “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation“) who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “UK Relevant Persons“). Any investment activities to which this announcement relates will only be available to and will only be engaged in with UK Relevant Persons. Any person who is not a UK Relevant Person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in either the Prospectus Regulation or the UK Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

Carnegie Investment Bank AB, Finland Branch and Peel Hunt LLP are acting as lead managers (the “Lead Managers“) and bookrunners for the Offering. The Lead Managers are acting exclusively for the Company and no one else in connection with the Offering. They will not regard any other person as their respective client in relation to the Offering. The Lead Managers will not be responsible to anyone other than the Company for providing the duties afforded to their respective clients, nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.

Caution regarding forward-looking statements

Certain statements in this announcement are, or may be deemed to be, forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ”believe”, ”could”, “should”, “expect”, ”envisage”, ”estimate”, ”intend”, ”may”, ”plan”, ”potentially”, ”will” or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Company’s current expectations and assumptions regarding the completion and use of proceeds from the Offering, the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Company’s current beliefs and assumptions and are based on information currently available to the Company.

A number of factors could cause actual results to differ materially from the results and expectations dis-cussed in the forward-looking statements, many of which are beyond the control of the Company. In addition, other factors which could cause actual results to differ materially include the ability of the Company to successfully licence its programmes, risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets or other sources of funding, reliance on key personnel, uninsured and underinsured losses and other factors. Although any forward-looking statements contained in this announcement are based upon what the Company believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Subject to any continuing obligations under applicable law or any relevant AIM Rule requirements, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

Holding(s) in Company – Replacement

The following amendment has been made to the ‘Holding(s) in Company’ announcement released on 24 June 2024 at 12:45 p.m. BST under RNS No 6230T.

In Section 7 of the TR-1: Standard form for notification of major holdings, the data in the rows  ‘Resulting situation on the date on which threshold was crossed or reached’ and ‘Position of previous notification (if applicable)‘ have been swapped to accurately reflect the reduction in holdings and the crossing of the percentage threshold.

All other details remain unchanged.

The full amended text is shown below.

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

Faron Pharmaceuticals Ltd

1b. Please indicate if the issuer is a non-UK issuer   (please mark with an “X” if appropriate)

Non-UK issuer

x

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify) iii: Change due the Share Offering

x

3. Details of person subject to the notification obligation iv

Name

Marko Salmi

City and country of registered office (if applicable)

Turku, Finland

4. Full name of shareholder(s) (if different from 3.) v

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

20.6.2024

6. Date on which issuer notified (DD/MM/YYYY):

20.6.2024

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer (8.A + 8.B) vii

Resulting situation on the date on which threshold was crossed or reached

2,52%

2,634,679

Position of previous notification (if

applicable)

3,66%

2,645,079

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(DTR5.1)

Indirect

 (DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

FI4000153309

2,634,679

2,52%

SUBTOTAL 8. A

2,634,679

2,52%

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

Settlement xii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

x

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)
xiv

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information xvi

Faron Share Offering 20.6.2024

Place of completion

Turku, Finland

Date of completion

20.6.2024

Holding(s) in Company

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

Faron Pharmaceuticals Ltd

1b. Please indicate if the issuer is a non-UK issuer   (please mark with an “X” if appropriate)

Non-UK issuer

X

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

X

An event changing the breakdown of voting rights

Other (please specify) iii: Change due the Share Offering

X

3. Details of person subject to the notification obligation iv

Name

Timo Syrjälä

City and country of registered office (if applicable)

Lausanne, Switzerland

4. Full name of shareholder(s) (if different from 3.) v

Name

20.6.2024

City and country of registered office (if applicable)

20.6.2024

5. Date on which the threshold was crossed or reached vi :

20.6.2024

6. Date on which issuer notified (DD/MM/YYYY):

20.6.2024

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer (8.A + 8.B) vii

Resulting situation on the date on which threshold was crossed or reached

15,32%

16,024,023

Position of previous notification (if

applicable)

18,48%

13,308,001

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(DTR5.1)

Indirect

 (DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

FI4000153309

5,526,277

10,497,796

5,28%

10,03%

SUBTOTAL 8. A

16,024,023

15,32%

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

Settlement xii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)
xiv

X

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Timo Syrjälä (Direct)

5,28%

5,28%

Acme Investments SPF Sarl (Indirect)

10,03%

10,03%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information xvi

Faron Share Offering 20.6.2024

Place of completion

Lausanne, Switzerland

Date of completion

20.6.2024

Holding(s) in Company

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

Faron Pharmaceuticals Ltd

1b. Please indicate if the issuer is a non-UK issuer   (please mark with an “X” if appropriate)

Non-UK issuer

x

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

x

An acquisition or disposal of financial instruments

x

An event changing the breakdown of voting rights

Other (please specify) iii: Change due the Share Offering

x

3. Details of person subject to the notification obligation iv

Name

Markku Jalkanen (incl. Sirpa Jalkanen)

City and country of registered office (if applicable)

Finland

4. Full name of shareholder(s) (if different from 3.) v

Name

Markku Jalkanen & Sirpa Jalkanen

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

20.6.2024

6. Date on which issuer notified (DD/MM/YYYY):

20.6.2024

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer (8.A + 8.B) vii

Resulting situation on the date on which threshold was crossed or reached

3,26%

3,413,434

Position of previous notification (if

applicable)

4,69%

3,380,100

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(DTR5.1)

Indirect

 (DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

FI4000153309

3,413,434

3,26%

SUBTOTAL 8. A

3,413,434

3,26%

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

Settlement xii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

x

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)
xiv

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information xvi

Faron Share Offering 20.6.2024

Place of completion

Turku, Finland

Date of completion

20.6.2024

Holding(s) in Company

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

Faron Pharmaceuticals Ltd

1b. Please indicate if the issuer is a non-UK issuer   (please mark with an “X” if appropriate)

Non-UK issuer

x

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify) iii: Change due the Share Offering

x

3. Details of person subject to the notification obligation iv

Name

Marko Salmi

City and country of registered office (if applicable)

Turku, Finland

4. Full name of shareholder(s) (if different from 3.) v

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

20.6.2024

6. Date on which issuer notified (DD/MM/YYYY):

20.6.2024

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer (8.A + 8.B) vii

Resulting situation on the date on which threshold was crossed or reached

3,66%

2,645,079

Position of previous notification (if

applicable)

2,52%

2,634,679

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(DTR5.1)

Indirect

 (DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

FI4000153309

2,634,679

2,52%

SUBTOTAL 8. A

2,634,679

2,52%

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

Settlement xii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

x

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)
xiv

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information xvi

Faron Share Offering 20.6.2024

Place of completion

Turku, Finland

Date of completion

20.6.2024

Holding(s) in Company

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

Faron Pharmaceuticals Ltd

1b. Please indicate if the issuer is a non-UK issuer   (please mark with an “X” if appropriate)

Non-UK issuer

x

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify) iii: Change due the Share Offering

x

3. Details of person subject to the notification obligation iv

Name

A & B (HK) Company Limited

City and country of registered office (if applicable)

Hong Kong

4. Full name of shareholder(s) (if different from 3.) v

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

20.6.2024

6. Date on which issuer notified (DD/MM/YYYY):

20.6.2024

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer (8.A + 8.B) vii

Resulting situation on the date on which threshold was crossed or reached

 3,4%

3,4%

3,559,893

Position of previous notification (if

applicable)

 4,94%

 4,94%

3,559,893

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(DTR5.1)

Indirect

 (DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

FI4000153309

3,559,893

3,4%

SUBTOTAL 8. A

3,559,893

3,4%

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

Settlement xii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

X

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)
xiv

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

A & B (HK) Company Limited

3,4%

3,4%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information xvi

Faron Share Offering 20.6.2024

Place of completion

Date of completion

20.6.2024

Replacement – Board Change

The following amendment has been made to the ’Board Change ‘ announcement released on 30 April 2024 at 1:00 PM (BST) under RNS No. 6380M.

 

Juho Jalkanen was appointed as CEO of the Company, but was not appointed to the Board of the Company, therefore the announcement has been changed from “is pleased to announce the appointment of Dr. Juho Jalkanen as director and Chief Executive Officer of the Company…” to “is pleased to announce the appointment of Dr. Juho Jalkanen as Chief Executive Officer of the Company…”.

 

All other details remain unchanged.

 

The full amended text is shown below.

  

 

 

Faron Pharmaceuticals Ltd.

(“Faron” or the “Company”)

 

 

Board Change

 

 

Company announcement, April 30, 2024 at 15:00 (EEST) / 1:00 PM (BST) / 8:00 AM (EDT) 

 

TURKU, FINLAND / BOSTON, MA  Further to the announcement of 8 April 2024, Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company pursuing a CLEVER approach to reprogramming myeloid cells to activate anti-tumor immunity in hematological and solid tumor microenvironments, is pleased to announce the appointment of Dr. Juho Jalkanen as Chief Executive Officer of the Company starting first of May 2024. Additionally, further to the announcement of 8 April 2024, the Company announces that as of the date of this announcement, Dr. Markku Jalkanen has stepped down from his role as Chief Executive Officer and will continue as member of the board of directors of Faron.

 

Dr. Juho Markku Jalkanen (aged 46) currently serves as the Chief Operating Officer of Faron Pharmaceuticals since 2022 and has worked at Faron in various roles since 2006; as Deputy Member of the Board from 2006 to 2007, Director from 2013 to 2017 and Chief Development Officer from 2018.  Dr Jalkanen worked at Turku University Hospital from 2008 to 2017, latterly as a Specialist Consultant in Vascular Surgery, having been a Medical General Practitioner (GP) from 2007 to 2008.  Dr Jalkanen graduated from the University of Turku, Finland in 2005 with an MSc International Business Administration & Economics.  During his studies he worked as a Researcher and conducted his Master’s thesis concerning the Finnish Pharma Cluster.  Dr Jalkanen became MD in 2007 and obtained a PhD in Molecular Medicine and Vascular Surgery in 2017.

 

The following information regarding the appointment of Dr. Jalkanen is disclosed under Schedule 2(g) of the AIM Rules for Companies and Nasdaq First North Growth Market Rulebook.

 

Current positions, directorships and/or partnerships:

 

Former positions, directorships and/or partnerships (within the last five years):

Inflames Pharma Oy

Kiinteistö Oy Pyhälinna

PharMart Oy

Piedino Financing Oy

Sisukas Limited

 

 

Dr. Jalkanen has an interest in 1,023,888 ordinary shares in the Company, approximately 1.42% of the Company’s issued share capital.  He also holds 232,270 options in the Company.

 

Dr. Jalkanen was appointed a director of PharMart Oy on 29 October 2013. In 2018 the company was placed into receivership and following the completion of the process was liquidated 25 March 2019.

 

Save as set out above, no further information regarding Dr. Jalkanen is required to be disclosed pursuant to the AIM Rules for Companies or Nasdaq First North Growth Market Rulebook.

 

Tuomo Patsi, Chairman of the Board of Faron Pharmaceuticals, said “I am pleased to welcome Juho as Chief Executive Officer of the Company. This is a pivotal time for Faron as we advance the bexmarilimab development program and approach key milestones. Juho has demonstrated his abilities in his prior roles at Faron and is well positioned to lead the company in its mission is to bring the promise of immunotherapy to more patients.”  

 

 

For more information please contact:

 

 

Faron Pharmaceuticals

Investor Contact

LifeSci Advisors

Daniel Ferry

Managing Director

daniel@lifesciadvisors.com

+1 (617) 430-7576

 

ICR Consilium

Mary-Jane Elliott, David Daley, Lindsey Neville

Phone: +44 (0)20 3709 5700

Faron@consilium-comms.com

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

 

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

 

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 (0)40 555 4727

Jukka Järvelä

Phone: +358 (0)50 553 8990

 

 

About Bexmarilimab

Bexmarilimab is Faron’s wholly owned, investigational immunotherapy designed to overcome resistance to existing treatments and optimize clinical outcomes, by targeting myeloid cell function and igniting the immune system. Bexmarilimab binds to Clever-1, an immunosuppressive receptor found on macrophages leading to tumor growth and metastases (i.e. helps cancer evade the immune system). By targeting the Clever-1 receptor on macrophages, bexmarilimab alters the tumor microenvironment, reprogramming macrophages from an immunosuppressive (M2) state to an immunostimulatory (M1) one, upregulating interferon production and priming the immune system to attack tumors and sensitizing cancer cells to standard of care.  

 

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 targeting myeloid cell function. Bexmarilimab is being investigated in a Phase I/II clinical trial as a potential therapy for patients with hematological cancers in combination with other standard treatments. Further information is available at www.faron.com.

 

 

Update on financial status

Faron Pharmaceuticals Oy

(“Faron” or the “Company”)

Inside Information: Update on financial status

  • Further cash preservation extends runway into Q3/2024
  • Understanding on conditional Waiver Extension reached with IPF, covering the Company until end of June 2024 to conduct the planned activities securing the further development of bexmarilimab in HMA-failed MDS

Company announcement, 30 April 2024 at 16:00 (EEST) / 14:00 (BST) / 9:00 AM (EDT)

Inside information  

 

TURKU, FINLAND / BOSTON, MA – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company pursuing a CLEVER approach to reprogramming myeloid cells to activate anti-tumor immunity in hematological and solid tumor microenvironments, today announces that it has reached an understanding with its lender IPF Fund II SCA, SICAV-FIAR (“IPF”), an extension to the waiver that it originally announced on 4 March 2024 (“Waiver Extension”). With the Waiver Extension the Company continues to finalize its preparations to secure longer term funding.

 

The Waiver Extension is conditional on certain terms, those being, among others, (i) the minimum cash covenant being set to 6.0 million euros until 20 May 2024 and thereafter, subject to continued clinical success with the BEXMAB trial, (ii) first decreasing to 5.5 million euros on 21 May 2024 and (iii) then to 4.5 million euros on 12 June 2024 until a minimum equity raise of 10 million euros has been cashed in. As a part of the understanding on the Waiver Extension terms, IPF will receive a waiver fee and additional new warrants amounting to 500 000 euros in total with a strike price of the lower of 1.50 euros and the last 3 trading days VWAP preceding the issuance of the warrants. The warrants are expected to be issued and related actions completed by 15 May 2024. The Waiver Extension will be valid until 27 June 2024 at maximum, subject to terms above being followed and the Company securing subscriptions or guarantees for a public offer in the amount of 10 million euros by 11 June 2024, unless other financing of the same value is secured prior to that. Thereafter the minimum cash covenant will return to its normal level. On the date of this announcement IPF holds a number of warrants, which if converted into shares in the Company, would correspond to 1.4% of the current total number of shares in the Company.

 

The Company has completed significant cash preservation actions during the past few months and expects to have cash runway into Q3/2024. Faron’s incoming Chief Executive Officer, Dr. Juho Jalkanen, says: “I want to truly thank all our vendors, employees, IPF and everybody involved. These decisions and actions are never easy, but it really feels like a true group effort that has come together to back the development of bexmarilimab for HMA-failed MDS. We are deeply grateful”. Dr. Jalkanen will start in his new position on 1 May 2024.

 

The Company continues its active endeavors to secure its longer-term funding that would take bexmarilimab into a pivotal trial post the US Food and Drug Administration’s advice and partnership for commercialization. As previously announced the Company is planning to publish initial data from the ongoing Phase II part of the BEXMAB trial, evaluating the safety and efficacy of bexmarilimab in combination with standard of care in patients with hypomethylating agents refractory or relapsed myelodysplastic syndrome (MDS), during the week commencing 20 May 2024.

 

 

For more information please contact:

Faron Pharmaceuticals

 

Investor Contact

LifeSci Advisors

Daniel Ferry

Managing Director

daniel@lifesciadvisors.com

+1 (617) 430-7576

 

ICR Consilium
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

 

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

 

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 (0)40 555 4727

Jukka Järvelä

Phone: +358 (0)50 553 8990

 

 

About Faron Pharmaceuticals Oy 

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 targeting 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 and as a monotherapy in last line solid cancers. Further information is available at www.faron.com.

 

 

Board Change

Faron Pharmaceuticals Ltd.

(“Faron” or the “Company”)

 

 

Board Change

 

 

Company announcement, April 30, 2024 at 15:00 (EEST) / 1:00 PM (BST) / 8:00 AM (EDT) 

 

TURKU, FINLAND / BOSTON, MA  Further to the announcement of 8 April 2024, Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company pursuing a CLEVER approach to reprogramming myeloid cells to activate anti-tumor immunity in hematological and solid tumor microenvironments, is pleased to announce the appointment of Dr. Juho Jalkanen as director and Chief Executive Officer of the Company starting first of May 2024. Additionally, further to the announcement of 8 April 2024, the Company announces that as of the date of this announcement, Dr. Markku Jalkanen has stepped down from his role as Chief Executive Officer and will continue as member of the board of directors of Faron.

 

Dr. Juho Markku Jalkanen (aged 46) currently serves as the Chief Operating Officer of Faron Pharmaceuticals since 2022 and has worked at Faron in various roles since 2006; as Deputy Member of the Board from 2006 to 2007, Director from 2013 to 2017 and Chief Development Officer from 2018.  Dr Jalkanen worked at Turku University Hospital from 2008 to 2017, latterly as a Specialist Consultant in Vascular Surgery, having been a Medical General Practitioner (GP) from 2007 to 2008.  Dr Jalkanen graduated from the University of Turku, Finland in 2005 with an MSc International Business Administration & Economics.  During his studies he worked as a Researcher and conducted his Master’s thesis concerning the Finnish Pharma Cluster.  Dr Jalkanen became MD in 2007 and obtained a PhD in Molecular Medicine and Vascular Surgery in 2017.

 

The following information regarding the appointment of Dr. Jalkanen is disclosed under Schedule 2(g) of the AIM Rules for Companies and Nasdaq First North Growth Market Rulebook.

 

Current positions, directorships and/or partnerships:

 

Former positions, directorships and/or partnerships (within the last five years):

Inflames Pharma Oy

Kiinteistö Oy Pyhälinna

PharMart Oy

Piedino Financing Oy

Sisukas Limited

 

 

Dr. Jalkanen has an interest in 1,023,888 ordinary shares in the Company, approximately 1.42% of the Company’s issued share capital.  He also holds 232,270 options in the Company.

 

Dr. Jalkanen was appointed a director of PharMart Oy on 29 October 2013. In 2018 the company was placed into receivership and following the completion of the process was liquidated 25 March 2019.

 

Save as set out above, no further information regarding Dr. Jalkanen is required to be disclosed pursuant to the AIM Rules for Companies or Nasdaq First North Growth Market Rulebook.

 

Tuomo Patsi, Chairman of the Board of Faron Pharmaceuticals, said “I am pleased to welcome Juho as Chief Executive Officer of the Company. This is a pivotal time for Faron as we advance the bexmarilimab development program and approach key milestones. Juho has demonstrated his abilities in his prior roles at Faron and is well positioned to lead the company in its mission is to bring the promise of immunotherapy to more patients.”  

 

 

For more information please contact:

 

 

Faron Pharmaceuticals

Investor Contact

LifeSci Advisors

Daniel Ferry

Managing Director

daniel@lifesciadvisors.com

+1 (617) 430-7576

 

ICR Consilium

Mary-Jane Elliott, David Daley, Lindsey Neville

Phone: +44 (0)20 3709 5700

Faron@consilium-comms.com

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

 

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

 

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 (0)40 555 4727

Jukka Järvelä

Phone: +358 (0)50 553 8990

 

 

About Bexmarilimab

Bexmarilimab is Faron’s wholly owned, investigational immunotherapy designed to overcome resistance to existing treatments and optimize clinical outcomes, by targeting myeloid cell function and igniting the immune system. Bexmarilimab binds to Clever-1, an immunosuppressive receptor found on macrophages leading to tumor growth and metastases (i.e. helps cancer evade the immune system). By targeting the Clever-1 receptor on macrophages, bexmarilimab alters the tumor microenvironment, reprogramming macrophages from an immunosuppressive (M2) state to an immunostimulatory (M1) one, upregulating interferon production and priming the immune system to attack tumors and sensitizing cancer cells to standard of care.  

 

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 targeting myeloid cell function. Bexmarilimab is being investigated in a Phase I/II clinical trial as a potential therapy for patients with hematological cancers in combination with other standard treatments. Further information is available at www.faron.com.

 

 

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