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Inside Information: Faron Pharmaceuticals Ltd is planning a rights offering of approximately EUR 40 million to strengthen its capital structure and to drive lead asset bexmarilimab to key milestones

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON, “Faron” or the “Company”) announces that it is planning a share issue with pre-emptive subscription rights for the Company’s existing shareholders to raise gross proceeds of approximately EUR 40 million (the “Offering”) The Offering is aimed to strengthen the Company’s financial position and to accelerate the development of its lead asset bexmarilimab and to run the Phase II portion of the FDA agreed Phase II/III trial in frontline HR MDS. To seek shareholders’ approval for the Offering, Faron will today publish a notice to convene an Extraordinary General Meeting of Shareholders (EGM), to be held on 2 March 2026.

Key Highlights

• The objective of the Offering is to strengthen the Company’s financial position and to finance the continued development of the Company’s lead asset bexmarilimab to the next set of key clinical milestones and expected value inflection points for 2026 and 2027.
• Faron intends to raise approximately EUR 40 million in the Offering. The net proceeds from the Offering will be used to fund the Phase II portion of the Phase II/III trial agreed with the U.S. Food and Drug Administration (FDA) testing bexmarilimab + azacitidine against placebo + azacitidine in frontline high risk myelodysplastic syndrome (HR MDS), along with several investigator‑initiated combination trials across multiple cancers.
• To align its clinical development plan with the recent FDA MDS guidelines from 2025, Faron plans to propose Complete Response (CR) as the approval endpoint, which would substantially shorten the confirmatory Phase III trial duration.
• Faron believes that its staged and cost-efficient clinical development plan adapts well to the recent evolution in the HR MDS competitive landscape, particularly the failure of certain other drug candidates due to their clinical trial design and/or safety concerns.
• Faron will host a virtual Business Update on Wednesday, 11 February 2026 at 3pm EET / 2pm CET / 8am ET. During the event, Faron’s Chief Executive Officer, Dr. Juho Jalkanen, will provide an update on the Company’s development plans and the rationale behind the planned Offering.

Background for the Offering

Faron has reached a critical stage in the advancement of bexmarilimab. In order to position the Company to achieve the next expected key value-inflection milestones, Faron’s Board of Directors has undertaken a detailed review of the development plan of bexmarilimab and forecasted funding requirements. With the proposed Offering Faron aims to fund the Phase II portion of a Phase II/III registrational trial of bexmarilimab in frontline high risk myelodysplastic syndrome (HR MDS) that was agreed with the FDA in H2 2025, along with supporting several investigator‑initiated combination trials across multiple solid tumors.

Chairman statement

“The Board has carefully considered a range of financing alternatives, including non-dilutive funding, debt instruments and equity-linked structures to fund the development of bexmarilimab. Having taken into account the Company’s development stage, market conditions and the importance of reaching a flexible balance sheet, we have concluded that equity financing by way of a rights offering is the most appropriate and prudent course of action at this time for the Company and its shareholders. We have therefore decided to convene the EGM to seek authorization from the shareholders for the Offering. The Board considers that a rights offering, offered to existing shareholders on a pre-emptive basis, represents a fair and equitable means of raising capital, allowing shareholders the opportunity to participate in the financing in proportion to their existing shareholdings and to mitigate dilution should they choose to do so. Accordingly, the Board unanimously believes that the rights offering is in the best interests of the Company and its shareholders as a whole and is necessary to support the execution of the Company’s strategy and the creation of long-term shareholder value, as this funding will enable the Company to facilitate progress toward multiple near-term clinical and regulatory milestones.

We trust that our shareholders will support the resolution to be proposed at the EGM to enable the planner rights offering to proceed,” says Tuomo Pätsi, the Chair of the Board.

Bexmarilimab’s clinical development plan aligned with FDA guidance and recent competitive landscape evolutions

Faron plans to start in the second half of 2026 the Phase II part of the randomized Phase II/III trial comparing two doses of bexmarilimab versus placebo, all in combination with standard-of-care azacitidine. At the end of the Phase II, anticipated late 2027, Faron aims to unblind the Phase II data and request an FDA meeting to select the final dose and primary endpoint for the confirmatory Phase III part. In the second half of 2025, the FDA published the first MDS guidelines for the industry. Accordingly, Faron intends to propose Complete Response (CR) as the final approval endpoint, which is expected to substantially shorten the confirmatory Phase III trial duration and cost. Of note, at the time of the frontline Phase II readout a discussion concerning accelerated approval for relapsed and refractory MDS (r/r MDS) could be re-visited with the FDA if the frontline Phase II results adequately address the FDA’s question on contribution of each agent in the efficacy of the bexmarilimab + azacitidine combination.

Faron believes that its staged and cost-efficient clinical development plan is appropriately aligned with recent changes in the HR MDS competitive landscape, particularly the failure of certain other drug candidates due to their clinical trial design and/or safety concerns.

As Faron continues to advance its frontline development plan and addressing the FDA’s remaining question on contribution of each agent testing bexmarilimab + azacitidine against placebo + azacitidine, investigators from the BEXMAB Phase I/II trial believe that the benefit of bexmarilimab in r/r MDS is clear given the data produced to date in the BEXMAB trial. Hence, led by City of Hope (USA) an investigator-initiated trial (IIT) in r/r MDS is also planned to commence in 2026 to produce more data in the last line setting while Faron pursues the frontline setting. This IIT data in r/r MDS is planned to be used for further validation of the benefit of bexmarilimab in last line HR MDS and support the discussion by Faron of potential accelerated approval in r/r MDS with the FDA at the time of the frontline Phase II read out.

Faron also plans to support up to five investigator-initiated trials to further validate bexmarilimab’s potential in combination trials in melanoma, lung cancer (NSCLC), soft tissue sarcoma, breast cancer (ER+ BRC) and leukemia (AML). The Company believes that these additional trials can further strengthen and expand the potential of bexmarilimab in solid tumors, which it expects to increase bexmarilimab’s attractiveness for a potential commercial partnership with biopharmaceutical companies on a global basis.

Dr. Juho Jalkanen, CEO and co-founder of Faron said: “We have now reached an important milestone with bexmarilimab, achieving deep and durable responses as well as favorable safety profile in HR MDS where lack of new treatments has prevailed. We remain convinced that bexmarilimab has potential to become the next standard of care in HR MDS and possible other indications, and we are confident that our clinical development plan is well designed to address the needs of patients with high unmet medical need.”

Extraordinary General Meeting

Faron intends to raise approximately EUR 40 million in equity capital, which is expected to fund the Phase II portion of the Phase II/III trial agreed with the FDA testing bexmarilimab + azacitidine against placebo + azacitidine in frontline HR MDS, along with several investigator‑initiated combination trials across multiple cancers. The remainder of the funds would support working capital needs and general corporate purposes for the Company.

The Offering is subject to an authorization by shareholders at the Extraordinary General Meeting (EGM) and a resolution by the Board of Directors of Faron Pharmaceuticals Ltd.

Faron seeks an authorization for the Offering in the EGM of Faron Pharmaceuticals Ltd, which is to be held on 2 March 2026. Preliminarily and depending on the market conditions, the subscription period for the Offering is currently expected to commence and end during the first quarter of 2026. The meeting documents will be made available at the following link: https://faron.com/investors/governance/general-meeting/

The Company may carry out an additional offering by way of a directed share issue to allocate shares to potential non-shareholder investors based on previous authorization granted by the Company’s last general meeting.

Background – bexmarilimab emerging as potential next standard of care in HR MDS

Faron’s lead asset bexmarilimab is an investigational immunotherapy designed to overcome resistance to existing cancer treatments by harnessing the power of immune cells and igniting the immune system.

The mechanism of action of bexmarilimab consists of reprogramming immune cells called macrophages, which are a key source of treatment resistance to cancer, helping tumor cells evade the immune system. This mechanism of action triggers the immune system to attack tumors and sensitizes cancer cells to chemotherapies as well as other classical cancer drugs.

Based on the strength of data already generated with bexmarilimab, Faron has been granted Orphan Drug Designation and Fast Track Designation for the treatment of the difficult-to-treat blood cancer called high-risk myelodysplastic syndrome (HR MDS) by the FDA, as well as Orphan Drug Designation by the European Medicines Agency (EMA).

The updated Phase I/II BEXMAB study data presented at the American Society of Hematology (ASH) 2025 Annual Meeting in December 2025 highlighted significant improvement in survival outcomes in patients with HR MDS treated with bexmarilimab in combination with standard-of-care azacitidine, suggesting the combination could effectively bridge to a potentially curative therapy in this otherwise deadly cancer:

• Deep and durable complete remissions (CRs), reaching 70% in most difficult to treat patients bearing a genetic mutation called TP53 mutants;
• Durable effect in patients with complete remissions, with a median of 12.1 months for all and 10.2 months for TP53 mutants and both continuing to increase as follow-up mature;
• Deep eradication of cancer cells with 67% of CR patients with no residual disease (MRD);
• Meaningful reduction of blood transfusions, with 57% of frontline patients that were transfusion dependent becoming transfusion independent; and
• Meaningful survival benefit in patients with resistant or refractory HR MDS, last line survival improvement to 14.5 months compared to 5-6 months, historically.

Sole Global Coordinator and Bookrunner
Faron has appointed Stifel Europe Securities SAS as Sole Global Coordinator and Bookrunner of the Offering.

Webcast

Faron will host a virtual Business Update on Wednesday, 11 February 2026 at 3pm EET / 2pm CET / 8am ET. During the event, Faron’s Chief Executive Officer, Dr. Juho Jalkanen, will provide an update on the Company’s development plans and the rationale behind the planned Offering.

Webcast registration link: https://faron.videosync.fi/business-update-02-2026

For more information, please contact:

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.

Important notice
This announcement is not an offer of securities for sale into the United States. The securities 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 securities in the United States or to make a public offering in the United States. Any sale of the securities in the United States will be made solely to a limited number of “qualified institutional buyers” as defined in Rule 144A in reliance on an exemption from the registration requirements of the Securities Act.

The distribution of this announcement 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, distribution or release, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa or any other jurisdiction in which the distribution, publication or release would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. This announcement 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 EEA 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 announcement is only directed at (a) members of the Company; and (b) “qualified investors” within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the “POATR“)  who are also (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being “Relevant Persons“). This announcement must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is only available to Relevant Persons in the United Kingdom and will only be engaged in with such persons.

In the United Kingdom, no prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained or referred to in this announcement and no such document is required to be published (in accordance with the POATR or the AIM Rules of the London Stock Exchange). This announcement has not been approved by the Financial Conduct Authority (the “FCA“) or the London Stock Exchange.

No part of this announcement, 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.

The Sole Global Coordinator and Bookrunner is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as their respective client in relation to the Offering. It will not be responsible to anyone other than the Company for providing the duties afforded to its 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 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 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, 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.

• Timo Syrjälä, representing himself (Chair)
• Erkka Kohonen, representing Varma Mutual Pension Insurance Company, and
• Joonas Haakana, representing UMO Capital

Faron’s Shareholders’ Nomination Board consists of three members, which represent the Company’s shareholders. The Chair of Faron’s Board of Directors, Mr. Tuomo Pätsi, will serve as an expert in the Nomination Board without being a member.

The Shareholders’ Nomination Board prepares and presents proposals to the Annual General Meeting on the number, composition and remuneration of the members of the Board as well as the Chair of the Board of Directors.

For more information, please contact:

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.

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:

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.