Listing Regulation Archives

Faron issues second tranche of bonds with an aggregated principal amount of EUR 10 million under its convertible bond arrangement

11.12.2025

Faron Pharmaceuticals Ltd | Company announcement | December 11, 2025 at 10:30:00 EET

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON, “Faron” or the “Company”), a clinical-stage biopharmaceutical company developing novel immunotherapies, announced on 3 April 2025 that the Company has entered into a subscription agreement (the “Subscription Agreement”) with an entity managed by Heights Capital Management, Inc. (“HCM”) regarding the issuance and subscription of amortising senior unsecured convertible bonds with an aggregated principal amount of EUR15 million (the “First Tranche Bonds”) with an option to issue, subject to certain conditions, two additional tranches of convertible bonds (the “Second Tranche Bonds” and “Third Tranche Bonds”, respectively) with an aggregated principal amount of EUR10 million each, convertible into new and/or existing shares in the Company (the “Shares”) (the “Arrangement”).

The Company announced on 24 November 2025 that it intends to issue the Second Tranche Bonds and had requested subscription by HCM of the Second Tranche Bonds.

Pursuant to the Subscription Agreement, the Board of Directors of Faron (the “Board”) has resolved upon the issuance of EUR10 million of Second Tranche Bonds, due 2 December 2028, to HCM, convertible into new and/or existing Shares in the Company.

The proceeds from the Second Tranche Bonds will be used for general corporate purposes, extending the Company’s cash runway into Q2 2026, assuming that amortisations and interest payments on the Second Tranche Bonds, as well as the First Tranche Bonds, are made in Shares. The proceeds from the issuance of the Second Tranche Bonds will strengthen the Company’s financial position and give the Company financial flexibility to run its operations while conducting the needed business activities ahead of the registrational study in HR MDS. In addition, the proceeds from the Second Tranche Bonds will enable the Company to continue evaluating further business transactions, such as licensing agreements, with a stronger financial position.

The Board has conducted an overall assessment of the issuance of the Second Tranche Bonds, considering its key terms and commercial merits, the reputable standing of HCM as well as other explored financing alternatives potentially available to the Company, and concluded that the directed issuance of the Second Tranche Bonds, including the Special Rights (as defined below) to be attached to the bonds, to HCM is in the best interest of the Company and all of its shareholders, and that there is a weighty financial reason for the Company to issue the Special Rights to HCM.

The Convertible Bonds

The Second Tranche Bonds consist of 100 bonds with a principal value of EUR100,000 each. The Second Tranche Bonds will be issued at 92.5 per cent of their principal amount and carry an interest rate of 7.5 per cent per annum, payable every two months in arrears.

A holder of the Second Tranche Bonds shall be able to convert the outstanding principal amount of a Second Tranche Bond or any instalment amount at any time during the term of the Second Tranche Bonds. The initial conversion price (the “Conversion Price”, as further defined in terms and conditions of the Second Tranche Bonds, (the “Second Tranche Conditions”)) has been set at EUR 2.42256, which equals a 20 per cent premium to the reference share price of EUR 2.0188 pursuant to the Second Tranche Conditions, being the EUR price per Share that is the lowest of the six Volume Weighted Average Prices of a Share listed on Nasdaq First North Growth Market Finland on each of the six consecutive dealing days ending on (and including) 9 December 2025, being the date on which the Second Tranche Bonds are issued (the “Issue Date”). The Conversion Price is subject to adjustments in the event of certain corporate actions as well as customary anti-dilution adjustments and certain price reset mechanisms pursuant to the Second Tranche Conditions. As the Second Tranche Bonds are issued on substantially the same terms as the First Tranche Bonds, corresponding adjustments and price reset mechanisms are applied also to the First Tranche Bonds.

The Second Tranche Bonds will amortise in 18 equal instalments every two months during the term of the Second Tranche Bonds (each an “Amortisation Payment Date”). Faron will have the option to elect, in its sole discretion, to make amortisation and/or interest payments either in cash or by converting the relevant amounts due into Shares (the “Share Settlement Option”). In case the Company exercises its Share Settlement Option to amortise the principal amount of the Second Tranche Bonds, the subscription price for the Shares will be the lower of (a) the Conversion Price in effect at the time, and (b) 90 per cent of the lowest of (i) the 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.

The Board has, in light of the frequent amortisations and need to secure continuous adherence with the Market Abuse Regulation obligating the Company to make payments in Shares in certain situations, resolved to make amortisations and interest payments by exercising its Share Settlement Option, unless it separately decides to make payments in cash. Pursuant to the Second Tranche Conditions, the exercise of the Share Settlement Option is subject to certain liquidity conditions and HCM’s (including its affiliates) or any other bondholder’s ownership in the Company not exceeding 9.99 per cent of the Shares at any time.

The Company will publish an announcement each time the number of outstanding Shares in the Company increases following the issuance of Shares pursuant to the Second Tranche Bonds.

In addition to the scheduled amortisation payments, HCM (or any future holders of the majority of the Second 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 on a date specified in a notice sent to the Company, with a limit of no more than nine (9) Accelerated Amortisations in the first year of the term of the Second Tranche Bonds. Additionally, HCM (or any future holders of the majority of the Second Tranche Bonds) will also have the right to defer any upcoming amortisation payment to be paid on a later Amortisation Payment Date specified in the notice sent to the Company.

The exercise of the bondholders’ right to convert the Second Tranche Bonds into Shares as well as the exercise of the Company’s Share Settlement Option will be 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 Second Tranche Bonds. The Special Rights will be attached to the Second Tranche Bonds, and the subscription price for the Shares to be subscribed for pursuant to the Special Rights (in accordance with the Second Tranche Conditions) will be paid by setting off the Company’s debt to pay relevant amounts due under the Second Tranche Bonds.

The Second Tranche Conditions include certain covenants and undertakings by the Company, including a negative pledge provision and restrictions to the incurrence of additional indebtedness as well as on the conduct of business by the Company such that it may only carry on matters in the ordinary course of business and not enter into certain transactions such as mergers, demergers or reorganisations, or disposal of assets, except in relation to any partnering or licensing arrangements related to development of its business, or on terms approved by the majority bondholders.

Special Rights attached to the Second Tranche Bonds

In connection with the issuance of the Second Tranche Bonds, the Board has resolved, based on the authorisation granted by the General Meeting held on 21 March 2025, to issue 9,234,100 Special Rights. The Special Rights are issued in deviation from the shareholders’ pre-emptive rights (directed issue) without consideration to HCM as the initial subscriber of the Second Tranche Bonds. The Special Rights are attached to the Second Tranche Bonds and cannot be separated from them. Should HCM use its right to transfer Second Tranche Bonds, the Special Rights attached to the relevant bonds that have not been exercised at the time of the transfer would be simultaneously transferred to the new bondholder.

A total of 92,341 Special Rights will be attached to each Second Tranche Bond with a principal value of EUR 100,000. Each Special Right entitles to one (1) new or existing Share of the Company. Should all Second Tranche Bonds be converted into Shares at the initial Conversion Price EUR 2.42256 (assuming no amortisation and/or interest payments have been made), the number of new Shares to be issued by the Company pursuant to the Special Rights would be 4,127,864 Shares, corresponding to approximately 3.5 per cent of the current total amount of Shares in the Company. If the Conversion Price is adjusted, as set out in the Second Tranche Conditions, the Company may be obligated to issue further Special Rights in which case the Board will resolve upon said issuance in accordance with the relevant provisions in the Finnish Companies Act.

The Special Rights may only be exercised, and Shares may only be issued pursuant to such exercised Special Rights, in accordance with the Second Tranche Conditions.

Additionally, in order to prepare especially for any advanced amortisation situations, the Company’s Board may separately resolve to issue treasury shares to Faron itself without consideration. Such issuance, if resolved, would be separately announced.

Reset of the Conversion Price of the First Tranche Bonds
In accordance with the First Tranche Bond conditions, the conversion price of the First Tranche Bonds will be reset to be the same as the Conversion Price for the Second Tranche Bonds. The adjusted conversion price for the First Tranche Bonds will be EUR 2.42256.

For more information, please contact:

IR Partners, Finland (Media) Kare Laukkanen	+358 50 553 9535 / +44 7 469 766 223 kare.laukkanen@irpartners.fi
FINN Partners, US (Media) Alyssa Paldo	+1 847 791-8085 alyssa.paldo@finnpartners.com
Cairn Financial Advisers LLP (Nominated Adviser and Broker) Sandy Jamieson, Jo Turner	+44 (0) 207 213 0880
Sisu Partners Oy (Certified Adviser on Nasdaq First North) Juha Karttunen Jukka Järvelä	+358 (0)40 555 4727 +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.

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”, “hope”, “seek”, ”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 Board’s current expectations and assumptions regarding 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 Board’s current beliefs and assumptions and are based on information currently available to the Board.

A number of factors could cause actual results to differ materially from the results and expectations discussed 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 license its programs within the anticipated timeframe or at all, 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 Board 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.

Faron Pharmaceuticals Ltd: Holding(s) in Company

4.12.2025

Faron Pharmaceuticals Ltd | Company announcement | December 04, 2025 at 18:00:00 EET

TR-1: Standard 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 Private Placement						x
3. Details of person subject to the notification obligation ^iv
Name			Timo Syrjälä
City and country of registered office (if applicable)			Monaco
4. Full name of shareholder(s) (if different from 3.) ^v
Name			Acme Investments SPF Sarl
City and country of registered office (if applicable)			Luxembourg
5. Date on which the threshold was crossed or reached ^vi:			03.12.2025
6. Date on which issuer notified (DD/MM/YYYY):			04.12.2025
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	14,96				17.120.400
Position of previous notification (if applicable)	15,18				17.225.396

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		5.185.528		11.934.872			4,53%		10,43%


SUBTOTAL 8. A		17.120.400					14,96%

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)	4,53%		4,53%
Acme Investments SPF Sarl (Indirect)	10,43%		10,43%




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 press release dated 3.12.2025, number of registered company shares increased to 114.420.465 due to share issue. Acme Investment SPF Sarl is fully owned by Timo Syrjälä

Place of completion	Monaco
Date of completion	04.12.2025

Faron Pharmaceuticals Ltd: Registration of New Shares

3.12.2025

Faron Pharmaceuticals Ltd | Company announcement | December 03, 2025 at 12:00:00 EET

Capitalised terms used in this announcement have the meanings given to them in the announcement made at 9.00 a.m. EET 3 December 2025 regarding the amortisation payment and approval of share subscriptions based on special rights, unless the context provides otherwise.

Turku, Finland – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company developing novel immunotherapies, has, as announced earlier today on 3 December 2025, approved the exercise of 517,795 Special Rights entitling to 517,795 new Shares, for an aggregate subscription price of EUR 965,998.35.

In total 517,795 new shares in the Company have today on 3 December 2025 been registered in the Finnish Trade Register. The shares rank pari passu in all respects with the existing shares of the Company. Following the issuance, the aggregate number of ordinary shares in the Company is 118,563,143. Shares held in treasury by the Company do not confer a right to dividends or other shareholder rights. Following the registration, the Company continues to have 4,142,678 shares in treasury and therefore, the total number of voting rights in Faron is 114,420,465 (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.

Trading in the new shares is expected to commence on First North and AIM on or around 5 December 2025.

For more information, please contact:

IR Partners, Finland (Media) Kare Laukkanen	+358 50 553 9535 / +44 7 469 766 223 kare.laukkanen@irpartners.fi
FINN Partners, US (Media) Alyssa Paldo	+1 847 791-8085 alyssa.paldo@finnpartners.com
Cairn Financial Advisers LLP (Nominated Adviser and Broker) Sandy Jamieson, Jo Turner	+44 (0) 207 213 0880
Sisu Partners Oy (Certified Adviser on Nasdaq First North) Juha Karttunen Jukka Järvelä	+358 (0)40 555 4727 +358 (0)50 553 8990

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.

Faron Pharmaceuticals Ltd: Approval of Share Subscriptions Based on Special Rights in connection with Amortisation of the First Tranche Bonds

3.12.2025

Faron Pharmaceuticals Ltd | Company announcement | December 03, 2025 at 09:00:00 EET

Turku, Finland – 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 517,795 special rights entitling to 517,795 new Shares, for an aggregate subscription price of EUR 965,998.35 in connection with the scheduled amortisation payment of the First Tranche Bonds (as defined below), occurred on 2 December 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”). 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 received a scheduled amortised payment notice from the bondholder for an aggregate amortised payment amount (including accrued interest) of EUR 966,000. As the Company has exercised its Share Settlement Option, the subscription price for the Shares subscribed for by the bondholder is EUR 1.8656 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 517,795 Special Rights entitling to 517,795 new Shares, for an aggregate subscription price of EUR 965,998.35. 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.

Admission and Total Voting Rights
The 517,795 Shares subscribed for and issued are expected to be registered in the Finnish Trade Register on or around 3 December 2025. The Shares will rank pari passu in all respects with the existing shares of the Company once they are registered with the Finnish Trade Register.

The Company will make applications for the admission of the newly issued Shares 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“) with said admissions expected to become effective and trading to commence on or around 5 December 2025 (the “Admissions”).

Following the issuance, the aggregate number of ordinary shares in the Company is 118,563,143. Shares held in treasury by the Company do not confer a right to dividends or other shareholder rights. Following the registration, the Company will continue to have 4,142,678 shares in treasury (issued by the Company to itself previously on 27 May 2025) and therefore, the total number of voting rights in Faron will be 114,420,465 (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 (Media) Kare Laukkanen	+358 50 553 9535 / +44 7 469 766 223 kare.laukkanen@irpartners.fi
FINN Partners, US (Media) Alyssa Paldo	+1 847 791-8085 alyssa.paldo@finnpartners.com
Cairn Financial Advisers LLP (Nominated Adviser and Broker) Sandy Jamieson, Jo Turner	+44 (0) 207 213 0880
Sisu Partners Oy (Certified Adviser on Nasdaq First North) Juha Karttunen Jukka Järvelä	+358 (0)40 555 4727 +358 (0)50 553 8990

About Faron Pharmaceuticals Ltd

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”, “hope”, “seek”, ”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 Directors’ current expectations and assumptions regarding 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 Directors’ current beliefs and assumptions and are based on information currently available to the Directors.

A number of factors could cause actual results to differ materially from the results and expectations discussed 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 license its programs within the anticipated timeframe or at all, 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 Directors believe 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.

Faron Pharmaceuticals Ltd: Grant of Options

2.12.2025

Faron Pharmaceuticals Ltd | Company announcement | December 02, 2025 at 09:00:00 EET

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company focused on tackling cancers via novel immunotherapies, today announces that the Company’s board has confirmed the grant of a total of 180,000 options over ordinary shares in the Company (“Options”) under the Company’s Share Option Plan 2019.

The Options have been allocated under the Share Option Plan 2019 and are exercisable between 1 December 2026 and 1 December 2031, vesting 25% per annum over four years. The exercise price for Options allocated under the Share Option plan is €2.26 per share, which is calculated based on the average price per share at which the ordinary shares in the Company have been traded on AIM for 90 days preceding the allocation date of 1 December 2025. The terms of the Share Option Plan 2019 are available on the Company’s website at https://faron.com/wp-content/uploads/2025/04/20250321_Share-Option-Plan-2019_Rules_EN_clean.pdf

The granted 180,000 Options entitle the option holders to subscribe for a total of 180,000 new ordinary shares in the Company, if exercised in full, and represent 0.16% 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”) and Company personnel:


Other PDMR
Jurriaan Dekkers	180,000

Total other PDMRs	180,000

For more information, please contact:

IR Partners, Finland (Media) Kare Laukkanen	+358 50 553 9535 / +44 7 469 766 223 kare.laukkanen@irpartners.fi
FINN Partners, US (Media) Alyssa Paldo	+1 847 791-8085 alyssa.paldo@finnpartners.com
Cairn Financial Advisers LLP (Nominated Adviser and Broker) Sandy Jamieson, Jo Turner	+44 (0) 207 213 0880
Sisu Partners Oy (Certified Adviser on Nasdaq First North) Juha Karttunen Jukka Järvelä	+358 (0)40 555 4727 +358 (0)50 553 8990

About Faron Pharmaceuticals Ltd

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	Jurriaan Dekkers
2	Reason for notification
a.	Position/Status	Person discharging managerial responsibilities
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
c.	Price(s) and volume(s)
			Price(s)	Volume(s)
			€2.26	180,000

d.	Aggregated information – Aggregated Volume – Price	Nil
e.	Date of the transaction	2 December 2025
f.	Place of the transaction	Turku

Faron Pharmaceuticals Ltd: Appointment of CFO

1.12.2025

Faron Pharmaceuticals Ltd | Company announcement | December 01, 2025 at 09:00:00 EET

Faron appoints new CFO to support next phase of growth

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company, announces the appointment of Mr. Jurriaan Dekkers as the company’s Chief Financial Officer (CFO) as of 1 December 2025.

Mr. Dekkers brings more than 20 years of experience in biopharma and healthcare companies. Most recently, he has been the CFO at ProQR Therapeutics, a biotechnology company developing RNA therapies for severe unmet medical needs. Prior to that, he served as CFO of AstraZeneca in the Netherlands and CEO of Acerta Pharma (part of the AstraZeneca Group). He has also held global and European finance roles at DaVita Medical Group, a US-listed international healthcare provider, and Sandvik, amongst others.

He currently serves as a Supervisory Board member and Audit Committee Member at Stichting Kinderpostzegels in the Netherlands.

Mr. Dekkers holds a MSc. in Economics from the Erasmus University Rotterdam, the Netherlands, and is a Certified Public Auditor (Register Accountant, RA) graduate from the Erasmus University Rotterdam.

“We are very happy to welcome Jurriaan into Faron’s team in this exciting growth phase of Faron. His experience and proven track record of fundraising and strategic and commercial growth initiatives will support the advancement of our lead asset bexmarilimab as it enters the registrational study”, comments Dr. Juho Jalkanen, CEO of Faron.

The Company’s current CFO Yrjö Wichmann will be retiring having played a key role in supporting the Company’s strategic transition and growth over a number of years. Mr. Wichmann will remain with the Company for a transitional period until end of 1Q2026 to ensure continuity.

Dr. Juho Jalkanen, CEO of Faron, said, “I would like to thank Yrjö for his great contributions to Faron over the years. Yrjö has had a key role both in the early stages of the Company as well as the more recent phases of growth and transition. Yrjö is an essential part of Faron’s history and the spirit of the Company. We will miss him, and wish him all the best in his retirement.”

For more information, please contact:

IR Partners, Finland (Media) Kare Laukkanen	+358 50 553 9535 / +44 7 469 766 223 kare.laukkanen@irpartners.fi
FINN Partners, US (Media) Alyssa Paldo	+1 847 791-8085 alyssa.paldo@finnpartners.com
Cairn Financial Advisers LLP (Nominated Adviser and Broker) Sandy Jamieson, Jo Turner	+44 (0) 207 213 0880
Sisu Partners Oy (Certified Adviser on Nasdaq First North) Juha Karttunen Jukka Järvelä	+358 (0)40 555 4727 +358 (0)50 553 8990

About Faron Pharmaceuticals Ltd

Faron’s Financial Calendar for 2026

27.11.2025

Faron Pharmaceuticals Ltd | Company announcement | November 27, 2025 at 09:00:00 EET

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company focused on tackling cancers via novel immunotherapies, today announces the following dates for the Company’s financial reporting in 2026:

4 March	Financial statement release for the full year 2025 and Annual Report 2025 including financial statements for the full year
26 August	Half-year financial report for the period January 1 to June 30, 2026

The Annual General Meeting is planned to be held on 30 March 2026. A separate stock exchange notice will be issued by Faron’s Board of Directors to convene the meeting.

For more information, please contact:

IR Partners, Finland (Media) Kare Laukkanen	+358 50 553 9535 / +44 7 469 766 223 kare.laukkanen@irpartners.fi
FINN Partners, US (Media) Alyssa Paldo	+1 847 791-8085 alyssa.paldo@finnpartners.com
Cairn Financial Advisers LLP (Nominated Adviser and Broker) Sandy Jamieson, Jo Turner	+44 (0) 207 213 0880
Sisu Partners Oy (Certified Adviser on Nasdaq First North) Juha Karttunen Jukka Järvelä	+358 (0)40 555 4727 +358 (0)50 553 8990

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, bexmarilimab, is a novel macrophage-guiding immunotherapy being investigated in multiple oncology settings. Further information is available at www.faron.com.

INSIDE INFORMATION: FARON INTENDS TO ISSUE SECOND TRANCHE OF BONDS WITH AN AGGREGATED PRINCIPAL AMOUNT OF EUR 10 MILLION UNDER ITS CONVERTIBLE BOND ARRANGEMENT

24.11.2025

Faron Pharmaceuticals Ltd | Company announcement | November 24, 2025 at 19:15:00 EET

Inside Information: Faron intends to issue second tranche of bonds with an aggregated principal amount of EUR 10 million under its convertible bond arrangement

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON, “Faron” or the “Company”), a clinical-stage biopharmaceutical company developing novel immunotherapies, announced on 3 April 2025 that the Company has entered into a subscription agreement (the “Subscription Agreement”) with an entity managed by Heights Capital Management, Inc. (“HCM”) regarding the issuance and subscription of amortising senior unsecured convertible bonds with an aggregated principal amount of EUR 15 million (the “First Tranche Bonds”) with an option to issue, subject to certain conditions, two additional tranches of convertible bonds (the “Second Tranche Bonds” and “Third Tranche Bonds”, respectively) with an aggregated principal amount of EUR 10 million each, convertible into new and/or existing shares in the Company (the “Shares”).

As previously announced on 3 April 2025, the Company may, in its sole discretion, during a twelve-month period following the announcement of the Phase II topline readout in the BEXMAB r/r MDS study, which subsequently took place on 15 April 2025, request that HCM subscribes for the Second Tranche Bonds.

The Board of Directors of Faron (the “Board”) has today resolved that the Company intends to issue the Second Tranche Bonds. The Company has also today, in accordance with the Subscription Agreement, delivered a request notice concerning the Second Tranche Bonds to HCM as the initial subscriber, requesting subscription by HCM of the Second Tranche Bonds in an aggregated principal amount of EUR 10 million.

“Drawing down the second tranche of the HCM convertible bond would give the Company the required flexibility to run its operations while conducting the needed business activities ahead of the registrational study in HR MDS. This is the exact situation for which this bond structure was designed for, and we are very pleased with HCM’s continued support.”, said Dr. Juho Jalkanen, CEO of Faron Pharmaceuticals.

The issuance and subscription of the Second Tranche Bonds is still subject to certain conditions precedent, as previously announced on 3 April 2025, including that no material adverse change has occurred and that there has been no adverse change in the international financial markets. HCM may, at its discretion, waive any of the conditions precedent in respect of the Second Tranche Bonds.

Provided that such conditions precedent have been satisfied or, as applicable, waived by HCM, the Board intends to separately resolve on the issuance of the Second Tranche Bonds to HCM. Such resolution would also include the issuance to HCM of special rights entitling them to shares that would be attached to the Second Tranche Bonds and would be convertible into new and/or existing Shares in the Company.

As previously announced on 3 April 2025, the Second Tranche Bonds are intended to be issued on substantially same terms as the First Tranche Bonds. The initial conversion price of the Second Tranche Bonds will be determined on the date of issuance of the Second Tranche Bonds.

For more information, please contact:

IR Partners, Finland (Media) Kare Laukkanen	+358 50 553 9535 / +44 7 469 766 223 kare.laukkanen@irpartners.fi
FINN Partners, US (Media) Alyssa Paldo	+1 847 791-8085 alyssa.paldo@finnpartners.com
Cairn Financial Advisers LLP (Nominated Adviser and Broker) Sandy Jamieson, Jo Turner	+44 (0) 207 213 0880
Sisu Partners Oy (Certified Adviser on Nasdaq First North) Juha Karttunen Jukka Järvelä	+358 (0)40 555 4727 +358 (0)50 553 8990

Faron Pharmaceuticals Ltd: Approval of Share Subscriptions Based on Special Rights in connection with Advanced Amortisation of the First Tranche Bonds

28.10.2025

Faron Pharmaceuticals Ltd | Company announcement | October 28, 2025 at 09:00:00 EET

Turku, Finland – 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 451,803 special rights entitling to 451,803 new Shares, for an aggregate subscription price of EUR 844,645.71, in connection with an advanced amortisation payment of the First Tranche Bonds (as defined below), which will occur latest on 29 October 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 27 October 2025 received an amortised payment advancement notice from the bondholder for an aggregate amortised payment amount (including accrued interest) of EUR 844,647. As the Company has exercised its Share Settlement Option, the subscription price for the Shares subscribed for by the bondholder is EUR 1.8695 per Share, corresponding to the rate used in the Scheduled Amortisation on 2 October 2025. Therefore, the Company has approved the exercise of 451,803 Special Rights entitling to 451,803 new Shares, for an aggregate subscription price of EUR 844,645.71. 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 October 2027.

Admission and Total Voting Rights
The 451,803 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 the Company will be 118,045,348. Shares held in treasury by the Company do not confer a right to dividends or other shareholder rights. Following the issuance, the Company will continue to have 4,142,678 shares in treasury (issued by the Company to itself previously on 27 May 2025) and therefore, the total number of voting rights in Faron will be 113,902,670 (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 (Media) Kare Laukkanen	+358 50 553 9535 / +44 7 469 766 223 kare.laukkanen@irpartners.fi
FINN Partners, US (Media) Alyssa Paldo	+1 847 791-8085 alyssa.paldo@finnpartners.com
Cairn Financial Advisers LLP (Nominated Adviser and Broker) Sandy Jamieson, Jo Turner	+44 (0) 207 213 0880
Sisu Partners Oy (Certified Adviser on Nasdaq First North) Juha Karttunen Jukka Järvelä	+358 (0)40 555 4727 +358 (0)50 553 8990

About Faron Pharmaceuticals Ltd

Updated BEXMAB Phase I/II Data presented at ESMO 2025 shows further improvement, strengthening the clinical profile of bexmarilimab in treatment-naïve HR-MDS patients

20.10.2025

Faron Pharmaceuticals Ltd | Company announcement | October 20, 2025 at 09:00:00 EEST

Updated BEXMAB Phase I/II Data presented at ESMO 2025 shows further improvement, strengthening the clinical profile of bexmarilimab in treatment-naïve HR-MDS patients with an 85% ORR and a 45% CR rate, bolstered by pharmacodynamic insights

New biomarker data reveals strong correlation between target engagement and clinical response with 100% ORR in treatment-naïve, low blast count (<5%) patients

Key highlights:

Bexmarilimab and azacitidine combination resulted in an 85% objective response rate (ORR; 17/20 evaluable patients) and a 45% complete remission (CR) rate (9/20) in treatment-naïve patients with higher-risk myelodysplastic syndrome (HR-MDS)
55% (11/20) of treatment-naïve patients with HR-MDS showed full clearance of bone marrow (BM) blasts
Deeper BM engagement in treatment-naïve patients with <5% bone marrow blasts at baseline translated to 100% ORR, one of the best results ever reported in this patient population
23% of patients across the BEXMAB study were successfully bridged to a potentially curative stem cell transplant (SCT)
Faron will be hosting a virtual webinar to discuss the updated BEXMAB data presented at ESMO 2025 on 23 October at 4pm EEST/9am ET.

Turku, Finland– Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company focused on tackling cancers through novel immunotherapies, today announced that updated data from the Phase I/II BEXMAB study continues to show significant clinical activity for bexmarilimab. The findings, presented in an oral session at the European Society for Medical Oncology (ESMO) Congress 2025 by Dr. Mika Kontro from Helsinki University Hospital, not only confirm the high response rates seen in earlier analyses but also provide a clear pharmacodynamic rationale linking the drug’s mechanism of action directly to patient outcomes.

The BEXMAB study evaluates bexmarilimab (1, 3, or 6 mg/kg weekly in 28-day cycles), a first-in-class monoclonal antibody targeting the Clever-1 receptor, in combination with azacitidine, a standard-of-care hypomethylating agent (HMA). By blocking Clever-1, bexmarilimab reprograms macrophages in the bone marrow, enhancing anti-tumor immunity. The data presented at ESMO 2025 included 21 treatment-naïve (20 evaluable for efficacy) and 32 relapsed/refractory (r/r) HMA-failed patients with HR-MDS.

The updated data presented at ESMO 2025 reinforces the efficacy previously observed for the bexmarilimab and azacitidine combination. In 20 evaluable treatment-naïve patients, the study confirmed an 85% ORR and a 45% CR rate. These high response rates were observed in a difficult-to-treat population, where over 66% of patients were classified as high to very high risk at baseline. The combination also showed robust activity in patients with high-risk mutations like mTP53, achieving an ORR of 78%.

In the r/r HMA-failed population (n=32), the combination achieved a 63% ORR and a median overall survival (mOS) of 13.4 months. Notably, nearly a third of these patients (31.3%) had received prior therapy with the Bcl-2 inhibitor venetoclax.

About 23% of patients across the BEXMAB study were successfully bridged to a potentially curative stem cell transplant (SCT).

The most significant update is the new pharmacodynamic data that provided a clear biological explanation for the strong clinical results. The analysis showed a statistically significant correlation (p=0.0006) between deeper engagement of the Clever-1 target in the bone marrow and a positive clinical response. This correlation was particularly striking in the subgroup of treatment-naïve patients with <5% bone marrow blasts at baseline (38% of the cohort), a population for which effective, non-intensive therapies are urgently needed. In these patients, deeper target engagement translated to a 100% ORR, supporting bexmarilimab’s unique mechanism of action as a truly disease modifying agent, differentiating it from other investigational HR-MDS therapies, such as Bcl-2 inhibitors. For patients with a higher blast count (>5% at baseline), the ORR remained high at 75%.

With the result of this data, Faron is preparing for the next stage of development. Following guidance from the FDA announced on 18 August 2025, the Company has begun preparations for the dose-optimization stage of its Phase II/III trial for bexmarilimab, after which the trial will transition into the registrational stage with accelerated approval possibility. The combination therapy continues to be well-tolerated, with a safety profile similar, or even better to, azacitidine monotherapy. Only 36% of treatment-emergent adverse events were considered related to bexmarilimab, with no Grade 5 events.

Dr. Mika Kontro, MD, PhD, Associate Professor at University of Helsinki and Helsinki University Hospital Comprehensive Cancer Center, Department of Hematology said, “The BEXMAB data are encouraging, and the new biomarker analysis provides a clear pharmacodynamic rationale for bexmarilimab’s clinical activity. The direct correlation between how deeply we engage the Clever-1 target in the bone marrow and a patient’s clinical response reinforces the drug’s mechanism. The 100% ORR in patients with low blast counts suggest that this therapy may help in a population where current investigational treatments, including Bcl-2 inhibitors, have significant limitations.”

Dr. Maija Hollmén, PhD, Chief Scientific Officer of Faron Pharmaceuticals, added, “The selection of this BEXMAB data for an oral presentation at ESMO is a significant external validation of our science and the clinical potential of bexmarilimab. These findings help us understand why the drug works and for whom it works best. The clear biomarker impact in the bone marrow and unique efficacy in patients with low blast counts highlights Bex’s ability to change the course of the disease and provides a solid foundation for our late-stage clinical development, bringing this promising therapy to patients who desperately need better options.”

To register for the event visit: ESMO 2025. The details of the ESMO oral presentation are as follows:

Presentation title: Macrophage reprogrammer Bexmarilimab Plus Azacitidine in Myelodysplastic Syndrome: PK/PD and biomarker results from the Phase I/II BEXMAB Study

Presented by: Dr. Mika Kontro

Session type and title: Mini Oral Session: Haematological Malignancies

Room: Solingen Auditorium – Hall 23

Session date & time: Oct 19, 2025 (9:31 to 9:36 am CEST)

Abstract no.: 1249MO

This announcement contains inside information for the purposes of Article 7 of the EU Regulation 596/2014 (“MAR”) and Article 7 of MAR as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MAR”).

For more information, please contact:

IR Partners, Finland (Media) Kare Laukkanen	+358 50 553 9535 / +44 7 469 766 223 kare.laukkanen@irpartners.fi
FINN Partners, US (Media) Alyssa Paldo	+1 847 791-8085 alyssa.paldo@finnpartners.com
Cairn Financial Advisers LLP (Nominated Adviser and Broker) Sandy Jamieson, Jo Turner	+44 (0) 207 213 0880
Sisu Partners Oy (Certified Adviser on Nasdaq First North) Juha Karttunen Jukka Järvelä	+358 (0)40 555 4727 +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 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.

Forward-Looking Statements

A number of factors could cause actual results to differ materially from the results and expectations discussed 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 license its programs within the anticipated timeframe or at all, 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 Directors believe 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.