Regulatory Archives

Faron Appoints Ralph Hughes as Chief Business Officer (CBO)

21.5.2025

Faron Pharmaceuticals Ltd | Company announcement | May 21, 2025 at 09:00:00 EEST

Ralph Hughes joins Faron to strengthen Commercial Strategy, Business Development and Market Assessment function

Turku, Finland – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company advancing next-generation immunotherapies, is pleased to announce the appointment of Ralph Hughes as the new Chief Business Officer, starting on the 28 May 2025. Mr. Hughes will be part of the Management Team and Business Development Committee.

Prior to joining Faron, Mr. Hughes worked as Senior Vice President at PharmaVentures, serving multiple clients with expertise in Commercial Strategy, Business Development and Market Access.

Mr. Hughes has extensive experience in commercial due diligence, market access and business development processes through his various roles in the pharmaceutical industry. At Mundipharma, he was responsible for the commercial launch strategy for pipeline assets and commercial assessment of new assets. At Pfizer, he developed global commercial, market access and pricing strategies across multiple disease areas for early-stage and in-market assets.

Mr. Hughes holds an MSc in Public Health and Health Economics from the London School of Hygiene and Tropical Medicine, and a BSc in Biomedical Sciences from Newcastle. Throughout his career, Mr. Hughes has developed a strong understanding of what it takes to overcome access hurdles and commercialize novel therapeutics.

“I am honoured to step into this role at such a critical time for Faron”, says Mr. Hughes the in-coming CBO of Faron. “I look forward to putting my experience to good use and fostering partnerships that will further the Company’s mission and fulfil our promise of bringing this exciting immunotherapy closer to patients”

“We are delighted to have such an experienced pharmaceutical market access and strategic commercial development expert to join us as the new CBO”, says Dr. Juho Jalkanen, CEO of Faron. “Ralphs’s proven track record in biopharma leadership and his experience aligns perfectly with our corporate development efforts and strategic growth initiatives.”

For more information, please contact:

IR Partners, Finland (Media) Riina Tuominen Kare Laukkanen	+358 44 313 5005 riina.tuominen@irpartners.fi +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.

Faron Pharmaceuticals Ltd: Grant of Options

14.5.2025

Faron Pharmaceuticals Ltd | Company announcement | May 14, 2025 at 16:00:00 EEST

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 876,000 options over ordinary shares in the Company (“Options”) under the Company’s Share Option Plan 2019 (including its UK and US sub plans).

The Options have been allocated under the Share Option Plan 2019 and are exercisable between April 4, 2026 and April 4, 2031, vesting 25% per annum over four years. The exercise price for Options allocated under the Share Option plan is €2.20 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 4 April 2025. The exercise price for Options allocated under the US sub plan is €2.31 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 30 days preceding the allocation date of 4 April 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 876,000 Options entitle the option holders to subscribe for a total of 876,000 new ordinary shares in the Company, if exercised in full, and represent 0.78 % 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:

Director	Options granted

Colin Bond	30,000
Marie-Louise Fjällskog	30,000
Juho Jalkanen	200,000
Markku Jalkanen	30,000
John Poulos	30,000
Tuomo Pätsi	100,000
Christine Roth	30,000
Total directors	450,000

Other PDMR
Maija Hollmén	6,000
Vesa Karvonen	30,000
Yrjö Wichmann	60,000
Kaisa Kyttä	11,000
Petri Bono	30,000

Total other PDMRs	137,000


Total Company personnel	876,000

For more information, please contact:

IR Partners, Finland (Media) Riina Tuominen Kare Laukkanen	+358 44 313 5005 riina.tuominen@irpartners.fi +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.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	a) Colin Bond b) Marie-Louise Fjällskog c) Juho Jalkanen d) Markku Jalkanen e) John Poulos f) Tuomo Pätsi g) Christine Roth h) Maija Hollmén i) Vesa Karvonen j) Yrjö Wichmann k) Kaisa Kyttä l) Petri Bono
2	Reason for notification
a.	Position/Status	Person discharging managerial responsibilities/person closely associated
b.	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Faron Pharmaceuticals Oy
b.	LEI	7437009H31TO1DC0EB42
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the financial instrument, type of instrument Identification Code	Options over new ordinary shares ISIN: FI4000153309
b.	Nature of the transaction	Grant of options made under the Faron Share Option Plan 2019 – under the UK and US sub plans the options are exercisable at €2.20 per ordinary share, and at €2.31 per ordinary share respectively.
c.	Price(s) and volume(s)
			Price(s)	Volume(s)
			a) €2.20 b) €2.31 c) €2.20 d) €2.20 e) €2.31 f) €2.20 g) €2.31 h) €2.20 i) €2.20 j) €2.20 k) €2.20 l) €2.20	a) 30,000 b) 30,000 c) 200,000 d) 30,000 e) 30,000 f) 100,000 g) 30,000 h) 6,000 i) 30,000 j) 60,000 k) 11,000 l) 30,000

d.	Aggregated information – Aggregated Volume – Price	Nil
e.	Date of the transaction	14 May 2025
f.	Place of the transaction	Turku

Holding in Company

17.4.2025

Faron Pharmaceuticals Ltd | Company announcement | April 17, 2025 at 15:15:00 EEST

Holding in Company

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company focused on developing novel immunotherapies, announces that, on 16 April 2025, A&B (HK) Company Ltd (“A&B”) divested its entire shareholding of 3,559,893 ordinary shares representing approximately 3.40% of the Company’s issued share capital.

A&B (HK) Company Ltd, an investment and development company based in Hong Kong, initially invested in the Company in 2015. This investment was part of a strategic agreement involving Faron’s lead drug candidate, Traumakine®, which was developed for the treatment of moderate to severe acute respiratory distress syndrome (ARDS). As Faron’s focus is on the development of its lead asset, bexmarilimab, this strategic investment by A&B no longer serves its original purpose and as such, A&B sold its holding and created a significant increase in the liquidity of Faron’s shares in the market.

For more information please contact:

IR Partners, Finland (media)
Riina Tuominen
+358 44 313 5005
riina.tuominen@irpartners.fi

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
Phone: +44 (0) 207 213 0880

Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990

About BEXMAB

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

Inside Information: Faron Announces Positive Phase II results in higher-risk myelodysplastic syndrome

15.4.2025

Faron Pharmaceuticals Ltd | Stock Exchange Release | April 15, 2025 at 09:00:00 EEST

Inside Information: BEXMAB Phase II trial met its primary endpoint in treatment-resistant High Risk MDS (r/r HR MDS)

Key Highlights

Topline read-out from the Phase II BEXMAB trial confirms earlier positive findings in both frontline and relapsed/refractory higher-risk myelodysplastic syndrome (HR MDS) patients
The combination of bexmarilimab and azacitidine remains very well tolerated
Full data has been submitted to the 2025 American Society of Clinical Oncology (ASCO) Annual Meeting
Faron is planning for a Phase III trial, pending U.S Food and Drug Administration (FDA) End of Phase II meeting Feedback

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company focused on developing novel immunotherapies, today announced positive topline results of the BEXMAB trial, which shows a high overall response rate (ORR) among both frontline as well as relapsed/refractory (r/r) HR MDS patients treated with a combination of bexmarilimab and azacitidine.

According to this first fully enrolled Phase II analysis, the treatment continues to be well tolerated without any dose-limiting toxicity in r/r HR MDS patients with no other currently effective treatment options. A high objective response rate of 63% was observed in this initial data cut. The median overall survival remains at the same level as previously reported. Among treatment naïve (frontline phase 1) HR MDS patients, an ORR of 76% was observed. Many patients are still early in their treatment, which means responses may deepen over time and results are subject to minor changes as data matures. The full data has been submitted to the 2025 ASCO Annual Meeting.

“This is one of the strongest data set ever seen in an all-comer population of treatment resistant HR MDS”, says Dr. Juho Jalkanen, CEO of Faron Pharmaceuticals. “There is a significant unmet need in the treatment of HR MDS, as drug development in HR MDS and macrophage re-programming has proven to be extremely challenging, with a lot of previous failures. What really makes bexmarilimab stand out in this field is its good safety profile combined with very high efficacy especially in last line HR MDS. This gives us conviction that bexmarilimab is the long-awaited drug to overcome treatment resistance”.

For more information please contact:

IR Partners, Finland (media)
Riina Tuominen
+358 44 313 5005
riina.tuominen@irpartners.fi

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
Phone: +44 (0) 207 213 0880

Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990

About BEXMAB

About bexmarilimab

About Faron Pharmaceuticals Ltd

Inside Information: Faron enters into an up to EUR 35 million convertible bond arrangement and issues first tranche of bonds with a principal amount of EUR 15 million

3.4.2025

Faron Pharmaceuticals Ltd | Stock Exchange Release | April 03, 2025 at 09:00:00 EEST

Inside Information: Faron enters into an up to EUR 35 million convertible bond arrangement to repay its secured loan to IPF and strengthen its financial position, and issues first tranche of bonds with a principal amount of EUR 15 million

Key highlights

Faron has entered into a convertible bond arrangement for to up to EUR 35 million with an entity managed by Heights Capital Management, Inc. and resolved to issue amortising unsecured convertible bonds with an aggregated principal amount of EUR 15 million with an option to issue, subject to certain conditions, two additional tranches of similar convertible bonds, each with a principal amount of EUR 10 million.
Bondholders have the option to convert the bonds into shares at an initial conversion price of EUR 2.94 per share, subject to adjustments in accordance with the terms and conditions of the bonds.
The bonds generally amortise in equal instalments every two months and the Company has the option to redeem the bonds by issue of shares against such repayment instalment or by payment in cash during the three year term of the bonds.
In order to facilitate conversion of the bonds into shares, Faron issues special rights entitling into shares, as referred to in the Finnish Companies Act, to the bondholder in connection with the issuance of the first tranche bonds.
The proceeds from the first tranche bonds will be used to repay the outstanding senior, secured loan from IPF and for general corporate purposes, extending the Company’s cash runway into Q1 2026 assuming that amortisations on the bonds are made in shares.
The Company’s assets will be released from security as a result of the early loan repayment to IPF.
The Company substantially strengthens its financial position and flexibility by reducing restrictive cash covenants with a runway extending well beyond the phase II topline readout in the BEXMAB r/r MDS study anticipated in April 2025.

TURKU, Finland – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company pursuing a CLEVER-1 receptor targeting approach to reprogramming myeloid cells to activate anti-tumor immunity in hematological and solid tumors, today announces that it 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, and collectively with the First Tranche Bonds, the “Bonds”) with an aggregated principal amount of EUR 10 million each, convertible into new and/or existing shares in the Company (the “Shares”) (the “Arrangement”). Bryan, Garnier & Co acted as Sole Placement Agent and Financial Adviser on the convertible bond arrangements.

In connection with the private placement announced on 5 February 2025, the Company communicated that it would continue to actively evaluate further financing alternatives and business transactions that would allow continued flexibility in pursuing the best commercial outcome for the Company and its shareholders with BEXMAB Phase II efficacy and safety readout available. The Arrangement will be used to finance early repayment in full of the Company’s outstanding senior secured loan pursuant to the facilities agreement entered into with IPF Fund II SCA, SICAV-FIAR (“IPF”) (the “IPF Facility”) and strengthen its financial position, while increasing its financial flexibility with fewer restrictive financial commitments. After the early repayment of the outstanding loan, the restrictive cash covenants set out in the IPF Facility will no longer apply, unlocking previously restricted cash reserves, and the Company’s assets, including valuable intellectual property rights, will be released from any pledges granted in favour of IPF. The remainder of the proceeds from the First Tranche Bonds will be used for general corporate purposes, such as the continuation of the BEXMAB Phase II trial to produce follow-up data (duration of response and survival), prepare the package for end of Phase II FDA meeting and for Phase III trial preparations, and to strengthen the Company’s balance sheet. The Arrangement with HCM will also enable the Company to continue evaluating further business transactions, such as licensing agreements, with a stronger financial position in addition to which the Company will, subject to certain conditions, also have access to additional financing in the aggregate amount of up to EUR 20 million, through the issuance of the Second Tranche Bonds and the Third Tranche Bonds. The Board has conducted an overall assessment of the Arrangement, considering its key terms and commercial merits, the reputable standing of the investor as well as other explored financing alternatives potentially available to the Company, and concluded that the issuance of the First Tranche Bonds, including the Special Rights to be attached to the bonds, 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.

“We are very happy to announce that Faron has secured new financing through convertible loans. The new funding and repayment of our outstanding loans significantly strengthens the Company’s financial position that importantly improves our ability to execute on the Company’s business opportunities. After finalisation of this arrangement the Company will no longer have restrictive cash covenants, and the security over the patents that have been pledged as security for the IPF loan will be released. The Board and management feel even more confident about the Company’s future as one of the leading Biotech companies in the Nordics with access to meaningful amounts of capital if needed. Having HCM, a well-respected global financier, on our side is very important as they have a long track record in supporting their portfolio companies in their journey and growth.” says Yrjö Wichmann, Chief Financial Officer.

The Convertible Bonds

Pursuant to the Subscription Agreement, the Board has resolved upon the issuance of EUR 15 million of First Tranche Bonds due 2 April 2028 to HCM, convertible into new and/or existing Shares in the Company. The First Tranche Bonds consists of 150 bonds with a principal value of EUR 100,000 each. The First 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 First Tranche Bonds, shall be able to convert the outstanding principal amount of a First Tranche Bond or any instalment amount at any time during the term of the First Tranche Bonds. The initial Conversion Price (as defined in terms and conditions of the First Tranche Bonds, (“First Tranche Conditions”)) has been set at EUR 2.93952, which equals a 20 per cent premium to the reference share price, 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) the Issue Date of the First Tranche Bonds, representing EUR 2.4496. The Conversion Price is subject to adjustments in the event of certain corporate actions as well as customary anti-dilution adjustments and price reset mechanisms pursuant to the First Tranche Conditions.

The First Tranche Bonds will amortise in 18 equal instalments every two months during the term of the First 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 (“Share Settlement Option”). In case the Company exercises its Share Settlement Option to amortise the principal amount of the First 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 First Tranche Conditions, the exercise of the Share Settlement Option is subject to certain liquidity conditions and HCM’s (including its affiliates) 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 Arrangement.

In addition to the scheduled amortisation payments, 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 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 First Tranche Bonds. Additionally, HCM (or any future holders of the majority of the First 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 First 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 First Tranche Bonds. The Special Rights will be attached to the First Tranche Bonds, and the subscription price for the Shares to be subscribed for pursuant to the Special Rights (in accordance with the First Tranche Conditions) will be paid by setting off the Company’s debt to pay relevant amounts due under the First Tranche Bonds.

The First 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 licencing arrangements related to development of its business, or on terms approved by the majority bondholders.

Second Tranche Bonds and the Third Tranche Bonds

If the Board considers it to be in the best interest of the Company and all of its shareholders at the time, the Company may, in its sole discretion, during a twelve-month period following the announcement of the Phase II topline readout (expected to be released in April 2025) require HCM to subscribe for the Second Tranche Bonds. During a period starting on the date falling six months and ending on the date falling 18 months after the issuance of the Second Tranche Bonds, either party may require that the Third Tranche Bonds are issued and subscribed for. The issuance and subscription of Second Tranche Bonds and the Third Tranche Bonds, respectively, are subject to certain customary conditions precedent, including that no material adverse change has occurred and that there has been no adverse change in the international financial markets.

With respect to the Second Tranche Bonds, it is further required that (a) Phase II topline readout in respect of its BEXMAB r/r MDS Study indicates an objective response rate of at least 60 per cent, (b) that the arithmetic mean of the daily traded value of the Shares on each dealing day comprised in the three-month period preceding the issuance of the Second Tranche Bonds is greater than EUR 500,000, and (c) that the Company has a market capitalisation greater than EUR 200 million on the date of issuance of the Second Tranche Bonds.
In order for the Company to have the right to require HCM to subscribe for the Third Tranche Bonds, it is required that (a) the arithmetic mean of the daily traded value of the Shares on each dealing day comprised in the three-month period preceding the issuance of the Third Tranche Bonds is greater than EUR 500,000, and (b) the Company’s market capitalisation on the date of issuance of the Third Tranche Bonds is greater than 120 per cent of its market capitalisation on the date of issuance of the Second Tranche Bonds.
HCM’s right to require issuance of the Third Tranche Bonds is not subject to the above conditions.

HCM may, at its discretion, waive any of conditions precedent in respect of both Second Tranche Bonds and Third Tranche Bonds.

The Second Tranche Bonds and the Third 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 and the Third Tranche Bonds, respectively, will be determined based on a 20 per cent premium to the reference share price, 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) the Issue Date of the Second Tranche Bonds and the Third Tranche Bonds, as the case may be.

Special Rights attached to the First Tranche Bonds

In connection with the issuance of the First Tranche Bonds, the Board has resolved, based on the authorisation granted by the General Meeting held on 5 April 2024, to issue 12,000,000 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 First Tranche Bonds. The Special Rights are attached to the First Tranche Bonds and cannot be separated from them. Should HCM use its right to transfer First 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 80,000 Special Rights will be attached to each First 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 First Tranche Bonds be converted into Shares at the initial Conversion Price EUR 2.93952 (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 5,102,874 Shares, corresponding to approximately 4.57 per cent of the current total amount of Shares in the Company (approximately 4.37 per cent of a fully diluted basis). If the Conversion Price is adjusted, as set out in the First 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 First 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 Shares could only be used to convert the First Tranche Bonds in accordance with their terms and conditions, and such issuance, if resolved, would be separately announced.

Early Repayment of IPF Facility

Faron has exercised its right of early repayment in full of the IPF Facility in accordance with its terms and conditions. The amount repayable by the Company will be EUR 9,079,832, including outstanding principal amount, accrued interest, capitalised payment-in-kinds, and the exit fee. Subject to the Company receiving the issue price for the First Tranche Bonds, the repayment is expected to be made on 3 April 2025.

“We are very grateful for IPF’s support over the past years during challenging capital markets in biotech. For the next stages of growth, we are very pleased to partner with HCM, a leading provider of growth capital globally. We believe Faron has now all the flexibility and fire power it needs to fulfil its objectives for 2025 and make the most out of the up-coming BEXMAB Phase 2 read-out”, says Dr. Juho Jalkanen, CEO of Faron Pharmaceuticals.

For more information please contact:
ICR Healthcare
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@icrhealthcare.com

Cairn Financial Advisers LLP, Nominated Adviser and Broker
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880

Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990

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

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

About Faron Pharmaceuticals Ltd.
Faron (AIM: FARN, First North: FARON) is a global, clinical-stage biopharmaceutical company, focused on tackling cancers via novel immunotherapies. Its mission is to bring the promise of immunotherapy to a broader population by uncovering novel ways to control and harness the power of the immune system. The Company’s lead asset is bexmarilimab, a novel anti-Clever-1 humanized antibody, with the potential to remove immunosuppression of cancers through reprogramming myeloid cell function. Bexmarilimab is being investigated in Phase I/II clinical trials as a potential therapy for patients with hematological cancers in combination with other standard treatments. Further information is available at www.faron.com.

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.

Board Changes

21.3.2025

Faron Pharmaceuticals Ltd | Company announcement | March 21, 2025 at 15:15:00 EET

Board Changes

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company pursuing a CLEVER approach to reprogramming myeloid cells to activate anti-tumor immunity in hematological and solid tumor microenvironments, is pleased to announce the appointment of Dr Juho Jalkanen to the Board of Directors as an Executive Director and Mr. Colin Bond to the Board of Directors as a Non-executive Director of the Company with immediate effect following the passing of all resolutions put to shareholders of the Company at the Annual General Meeting held earlier today.

Mr Bond has a wealth of international experience in contract development and manufacturing organisations (“CDMO”) and biopharma industries and was most recently Chief Financial Officer of Sandoz listed on the SIX Swiss Exchange, where he played a key role in the company’s successful spin-off from Novartis. Prior to Sandoz, Mr. Bond was Chief Financial Officer of Vifor Pharma Management AG and Evotec AG. He also served as Chair of the Audit Committee for Siegfried AG, a leading CDMO quoted on the SIX Swiss Exchange, for ten years until May 2023. Mr. Bond is Chair of the Audit Committee of BioPharma Credit PLC on the London Stock Exchange, and currently serves as a Non-executive Director at Medichem SA since 2025, Oxford Biomedica PLC since 2025, Agomab Therapeutics NV since 2024 and Formycon AG since 2024.

During his early career, Mr. Bond worked as a pharmacist, auditor and management consultant for Procter & Gamble, Arthur Andersen and PwC. Mr. Bond is a Fellow of the Institute of Chartered Accountants in England and Wales and a Member of the Royal Pharmaceutical Society of Great Britain. He holds a BSc in Pharmacy from Aston University and an MBA from London Business School.

Mr Bond graduated from Aston University in 1984 with a BSc Pharmacy and began his career with Proctor & Gamble working as a pharmacist, and he subsequently moved to Arthur Anderson & Co, qualifying as a chartered accountant and was admitted to the Institute of Chartered Accountants in England & Wales (ICAEW) in 1991. He undertook an MBA at London Business School in 1996.

The following information regarding the appointment of Mr. Colin Michael Bond (age 65) is disclosed under Schedule 2(g) of the AIM Rules for Companies and Nasdaq First North Growth Market Rulebook.

Current positions, directorships and/or partnerships:	Former positions, directorships and/or partnerships (within the last five years):
Agomab Therapeutics NV	OM Pharma Suisse SA
Biopharma Credit PLC	Sandoz AG
Formycon AG	Siegfried Holding AG
Medichem SA	Vifor (International) AG
Oxford Biomedica PLC	Vifor Fresenius Medical Care Renal Pharma Ltd.
Agomab Therapeutics AG	Vifor Pharma Management AG

Mr. Bond holds no ordinary shares or options or warrants over ordinary shares in the Company.

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

Juho Jalkanen is the current CEO of the Company. The following information regarding the appointment of Dr. Juho Markku Jalkanen (aged 47) is disclosed under Schedule 2(g) of the AIM Rules for Companies and Nasdaq First North Growth Market Rulebook.

Current positions, directorships and/or partnerships:	Former positions, directorships and/or partnerships (within the last five years):
Inflames Pharma Oy	Sisukas Limited
Kiinteistö Oy Pyhälinna

Dr. Jalkanen has an interest in 1,089,888 ordinary shares in the Company, approximately 0.98% of the Company’s issued share capital. He also holds 567,040 stock options in the Company.

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

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

For more information please contact:

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

Cairn Financial Advisers LLP, Nominated Advisor and Broker

Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880

Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990

About Faron Pharmaceuticals Oy

Faron (AIM: FARN, First North: FARON) is a global, clinical-stage biopharmaceutical company, focused on tackling cancers via novel immunotherapies. Its mission is to bring the promise of immunotherapy to a broader population by uncovering novel ways to control and harness the power of the immune system. The Company’s lead asset is bexmarilimab, a novel anti-Clever-1 humanized antibody, with the potential to remove immunosuppression of cancers through targeting myeloid cell function. Bexmarilimab is being investigated in Phase I/II clinical trials as a potential therapy for patients with hematological cancers in combination with other standard treatments treatments and as a monotherapy in last line solid cancers. Further information is available at www.faron.com.

Results of the Annual General Meeting, Change of Directors, Decision of the Board meeting after the AGM

21.3.2025

Faron Pharmaceuticals Ltd | Company announcement | March 21, 2025 at 13:45:00 EET

Results of the Annual General Meeting, Change of Directors, Decision of the Board meeting after the AGM

TURKU, FINLAND – The annual general meeting (“AGM”) of Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place at BioCity in Turku, Finland, today 21 March 2025. Forty shareholders representing 42,951,148 shares and votes were represented in the meeting. The AGM approved all the proposals of the Board of Directors (“Board”) and the Shareholder’s Nomination Committee, set out in the notice of the AGM published on 28 February 2025 and as updated on 20 March 2025 with a separate recommendation.

Decisions of the AGM

The AGM adopted the financial statements of the Company and resolved to discharge the members of the Board and the CEO of the Company from liability for the financial year 2024.

No dividend for the financial year 2024 will be paid, and the losses of the Company for the financial year, amounting to EUR 25.9 million (IFRS), will be carried forward to the reserve for invested unrestricted equity.

Composition and remuneration of the Board

The number of members of the Board was confirmed as seven. Tuomo Pätsi, Markku Jalkanen, John Poulos, Marie-Louise Fjällskog and Christine Roth were re-elected, and Juho Jalkanen and Colin Bond were elected as new members to the Board for a term that ends at the end of the next AGM.

The AGM resolved that the annual remuneration of the members of the Board remain unchanged and that EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the chair of the Board. In addition, a further annual remuneration of EUR 11,000 will be paid to the chair of the audit committee, a further annual remuneration of EUR 9,000 will be paid to the chair of the remuneration committee and a further annual remuneration of EUR 6,000 will be paid to the chair of the nomination committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the audit committee members, a further annual remuneration of EUR 5,000 will be paid to the remuneration committee members and a further annual remuneration of EUR 3,000 will be paid to the nomination committee members.

Meeting fees will be paid to the Board members as follows:

a meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member’s place of residence; and
no meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent than the member’s place of residence.

In addition, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board would be compensated.

No remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement.

Auditor

Audit firm PricewaterhouseCoopers Oy (“PwC”) was re-elected as the Company’s auditor. PwC has appointed Panu Vänskä, authorized public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice approved.

Resolution on the amendment of the Option Programme 2019

The AGM resolved to amend the terms and conditions of the Share Option Plan 2019 by extending the validity period of the options granted under the Share Option Plan 2019 by one (1) year. It was further resolved to amend the terms and conditions so that the maximum number of options that can be offered to a Board member would be two hundred thousand (200,000) options (before the amendment one hundred and twenty-five thousand (125,000) options).

Resolution on the amendment of the Articles of Association

The AGM resolved to amend the Articles of Association of the Company by removing the old Article 18 (Obligation to Purchase Shares) and to amend the Article 17 (Notification on the Change of Holdings in the Company) by adding a new section 17.1:

17.1 Applicability.

For as long as the Company is listed on AIM, the procedure described in this Article 17 will be adhered to. In addition, the relevant legislation concerning notifications of holdings and proportions of voting rights from time to time in force shall be taken into account.

Authorization to the Board to decide on the issuance of shares, options or other special rights entitling to shares

The Board was authorized to resolve by one or several decisions on issuances of shares, options or other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which authorization contains the right to issue new shares or dispose of the Company’s own shares in the possession of the Company. The authorization consists of up to thirty million (30,000,000) new shares in the aggregate (including shares to be received based on options or other special rights), which corresponds to approximately twenty-seven (27) per cent of the existing shares and votes on the date of the AGM Notice, as well as the conveyance of up to the same maximum number (thirty million (30,000,000)) of treasury shares in the possession of the Company. Further, should the Board resolve to issue option rights or other special rights entitling to treasury shares held by the Company, the same authorization could be used to issue the aforementioned up to thirty million (30,000,000) new shares in the aggregate to the Company itself without consideration (to be further issued as shares to be received based on such option rights or other special rights).

The Board was authorized to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares.

The authorization is effective until 30 June 2026. This authorization does not cancel the authorization given to the Board by the Annual General Meeting on 5 April 2024 to resolve on issuances of shares, option rights or other special rights entitling to shares.

Minutes of the AGM

The minutes of the AGM will be available on the Company’s website on 4 April 2025 at the latest.

Decision of the Board meeting after the AGM

In the Board meeting following the AGM, the Board of Directors elected Mr. Tuomo Pätsi as the Chair of the Board.

For more information please contact:

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

Cairn Financial Advisers LLP, Nominated Advisor and Broker

Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990

About Faron Pharmaceuticals Oy

Faron (AIM: FARN, First North: FARON) is a global, clinical-stage biopharmaceutical company, focused on tackling cancers via novel immunotherapies. Its mission is to bring the promise of immunotherapy to a broader population by uncovering novel ways to control and harness the power of the immune system. The Company’s lead asset is bexmarilimab, a novel anti-Clever-1 humanized antibody, with the potential to remove immunosuppression of cancers through targeting myeloid cell function. Bexmarilimab is being investigated in Phase I/II clinical trials as a potential therapy for patients with hematological cancers in combination with other standard treatments treatments and as a monotherapy in last line solid cancers. Further information is available at www.faron.com.

Shareholders’ Nomination Board updates its recommendation on the number of Board members to be elected and the persons proposed to be elected

20.3.2025

Faron Pharmaceuticals Ltd | Company announcement | March 20, 2025 at 09:00:00 EET

Shareholders’ Nomination Board updates its recommendation on the number of Board members to be elected and the persons proposed to be elected

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 Shareholders’ Nomination Board updates its recommendation on number of Board members to be elected and the persons proposed to be elected

Previously the Shareholders’ Nomination Board proposed to the Annual General Meeting, that John Poulos, Markku Jalkanen, Tuomo Pätsi, Christine Roth and Marie-Louise Fjällskog be re-elected, and that Juho Jalkanen be elected as a new member to the Board for a term that ends at the end of the next AGM. All proposed Board member candidates have given their consent for the election. The proposed Board members have informed the Company that in the event they are elected, they intend to elect Tuomo Pätsi as chair of the Board.

The Shareholders’ Nomination Board updates its recommendation and proposes that Colin Bond also be elected as a new member to the Board for a term that ends at end of the next AGM. Otherwise, the Nomination Board’s proposals remain unchanged. Colin Bond has given his consent for the election.

Colin Bond has a wealth of international experience in the CDMO and biopharma industries and was most recently Chief Financial Officer of Sandoz listed on the SIX Swiss Exchange, where he played a key role in the company’s successful spin-off from Novartis. Prior to Sandoz, Mr. Bond was Chief Financial Officer of Vifor Pharma and Evotec. He also served as Chair of the Audit Committee for Siegfried AG, a leading CDMO quoted on the SIX Swiss Exchange, for ten years until May 2023. He is currently a director of Oxford Biomedica PLC, Chair of the Audit Committee of BioPharma Credit PLC and a member of the Supervisory Board of Formycon AG.

Information on the Board member candidates are available on the Company’s website at https://faron.com

For more information please contact:
ICR Healthcare
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@icrhealthcare.com

Cairn Financial Advisers LLP, Nominated Adviser and Broker
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880

Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990

About BEXMAB

About bexmarilimab

About Faron Pharmaceuticals Ltd

Inside Information: FDA Grants Orphan Drug Designation for Bexmarilimab in MDS

3.3.2025

Faron Pharmaceuticals Ltd | Company announcement | March 03, 2025 at 14:00:00 EET

Inside Information: FDA Grants Orphan Drug Designation for Bexmarilimab in MDS

Key highlights

Orphan Drug Designation further strengthens bexmarilimab program by offering clinical development and commercialization benefits
Faron is on track to report frontline and HMA-failed (r/r) MDS top-line efficacy results in April 2025

The FDA’s Orphan Drug Designation program provides orphan status to drugs defined as those intended for the safe and effective treatment, diagnosis or prevention of rare diseases that affect fewer than 200,000 people in the United States. Orphan Drug Designation qualifies the sponsor of the drug for certain development incentives, including tax credits for qualified clinical testing, prescription drug user fee exemptions and seven-year marketing exclusivity upon FDA approval. The FDA previously granted Orphan Drug Designation to bexmarilimab for the treatment of acute myeloid leukemia (AML) in August 2023.

“Receiving FDA’s orphan drug designation for bexmarilimab for the treatment of myelodysplastic syndrome marks a significant milestone for Faron Pharmaceuticals as we continue to develop bexmarilimab for MDS and other cancers. This FDA ODD along with the previously granted FDA fast track designation highlights our continued progress and reinforces our belief in the potential of bexmarilimab to address this significant unmet need for treatment of MDS. These designations allow us to receive important regulatory guidance for the development of bexmarilimab and potential additional market exclusivity upon approval” says Dr. Bono, the CMO of Faron.

For more information please contact:
ICR Healthcare
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@icrhealthcare.com

Cairn Financial Advisers LLP, Nominated Adviser and Broker
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880

Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990

NOTICE OF FARON PHARMACEUTICALS LTD’S ANNUAL GENERAL MEETING

28.2.2025

Faron Pharmaceuticals Ltd | Company announcement | February 28, 2025 at 14:00:00 EET

NOTICE OF FARON PHARMACEUTICALS LTD’S ANNUAL GENERAL MEETING

Shareholders of Faron Pharmaceuticals Ltd (the “Company”) are notified of the Annual General Meeting (the “AGM”) to be held on 21 March 2025 at 10:00 a.m. EET (Finnish time) at Biocity, meeting room “Presidentti” at Tykistökatu 6, FI-20520 Turku, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 9:30 a.m. EET (Finnish time).

The Company’s Annual Report 2024 is available for review and downloading on the Company’s website at https://www.faron.com/.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for 2024

Review by the CEO.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors (the “Board”) proposes that no dividend for the financial year 2024 will be paid and that the losses of the Company for the financial year, amounting to EUR 26.0 million (IFRS), will be carried forward to the reserve for invested unrestricted equity.

9. Resolution on the discharge of the members of the Board and the CEO of the Company from liability

10. Resolution on the remuneration of the members of the Board
The Shareholders’ Nomination Board proposes that the annual remuneration of the members of the Board remain unchanged and that EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the chair of the Board. In addition, a further annual remuneration of EUR 11,000 will be paid to the chair of the audit committee, a further annual remuneration of EUR 9,000 will be paid to the chair of the remuneration committee and a further annual remuneration of EUR 6,000 will be paid to the chair of the nomination committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the audit committee members, a further annual remuneration of EUR 5,000 will be paid to the remuneration committee members and a further annual remuneration of EUR 3,000 will be paid to the nomination committee members.

The Shareholders’ Nomination Board furthermore proposes that meeting fees will be paid to the Board members as follows:

a meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member’s place of residence; and
no meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent as the member’s place of residence.

In addition, it is proposed that all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board would be compensated.

The Shareholders’ Nomination Board also proposes that no remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement, if such person is elected by the Annual General Meeting.

11. Resolution on the number of members of the Board

The Shareholders’ Nomination Board proposes to the Annual General Meeting, that six (6) members be elected to the Board.

12. Election of members of the Board

The Shareholders’ Nomination Board proposes to the Annual General Meeting, that John Poulos, Markku Jalkanen, Tuomo Pätsi, Christine Roth and Marie-Louise Fjällskog be re-elected, and that Juho Jalkanen be elected as a new member to the Board for a term that ends at the end of the next AGM.

All proposed Board member candidates have given their consent for the election. The proposed Board members have informed the Company that in the event they are elected, they intend to elect Tuomo Pätsi as chair of the Board.

Information on the Board member candidates are available on the Company’s website at https://faron.com.

13. Resolution on the remuneration of the auditor

The Board proposes, on the basis of the proposal of the audit committee, that the auditor be remunerated in accordance with the invoice approved.

14. Election of the auditor

The Board proposes, on the basis of the proposal of the audit committee, that PricewaterhouseCoopers Oy (“PwC”), a firm of authorised public accountants, be re-elected as the Company’s auditor.

PwC has informed the Company that it will appoint Panu Vänskä, authorised public accountant (KHT), as the key audit partner.

15. Resolution on the amendment of the option programme 2019

The Company’s AGM has on 28 May 2019 decided to authorise the Board to resolve on issuances of options or other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act, and the terms and conditions have later been amended by the decisions of the Company’s AGM on 18 May 2020 and 24 March 2023 (the “Share Option Plan 2019”).

In accordance with the Share Option Plan 2019 the granted options will lapse latest on the fifth anniversary of the grant date. The Board proposes that the AGM would resolve to amend the terms and conditions of the Share Option Plan 2019, so that the validity period of the options granted under the Share Option Plan 2019 is extended by one (1) year, i.e. the granted options will lapse latest on the sixth anniversary of the grant date. For the sake of clarity, it is noted that the proposal applies to all options granted under the Share Option Plan 2019. The Board deems that the proposed amendment will enhance the usability of the options and thereby significantly increase the desired benefits of the incentivisation system for the management and personnel of the Company.

Furthermore, the Board proposes that the AGM would resolve to amend the terms and conditions of the Share Option Plan 2019, so that a maximum of two hundred thousand (200,000) options (before the amendment one hundred and twenty-five thousand (125,000) options) could be offered to each member of the Board (excluding the chair of the Board and the Chief Executive Officer and the Chief Financial Officer if they would be considered as members of the Company’s Board herein). The maximum number of options offered under the Share Option Plan 2019 to the chair of the Board, the Chief Executive Officer, the Chief Financial Officer and to any other non-employee person as determined by the Board, would remain unchanged.

Excluding the proposed amendments presented above, the terms and conditions of the option programme remain otherwise unchanged. The consolidated terms and conditions of the Share Option Plan 2019, incorporating the amendments proposed herein, are attached hereto as Annex 1.

The maximum number of options granted to each member of the Board (excluding the chair of the Board and the Chief Executive Officer and the Chief Financial Officer if they would be considered as members of the Company’s Board herein) would increase by seventy-five thousand (75,000) options, representing an increase of 60 per cent over the current maximum totals.

16. Resolution on the amendment of the Articles of Association

The Board proposes that Article 17 (Notification on the Change of Holdings in the Company) of the Articles of Association of the Company be amended such that a new Article 17.1 is added. The purpose of the amendment is to clarify the situation with regards to the provisions applicable to the Company and its shareholders regarding notifications of shareholdings and voting rights in light of the Company’s dual listing of shares on Nasdaq First North Growth Market Finland and AIM. Article 17, as currently in force, partly deviates from the applicable provisions under the Finnish Securities Markets Act now directly applicable on the Company and its shareholders. However, due to the AIM listing, the shareholders are also required to comply with the provisions set out in the Articles of Association in order to satisfy their, and the Company being able to satisfy its, obligations under the AIM Rules related to changes of holdings.

The proposed new Article 17.1 would read as follows:

“17.1 Applicability

For as long as the Company is listed on AIM, the procedure described in this Article 17 will be adhered to. In addition, the relevant legislation concerning notifications of holdings and proportions of voting rights from time to time in force shall be taken into account.”

The Board further proposes that Article 18 (Obligation to Purchase Shares) of the Articles of Association of the Company be removed.

The proposal is based on the changes to takeover rules in the Finnish Securities Markets Act. Due to the change, the provisions concerning takeover bids will apply to shares admitted to trading on a multilateral trading facility. As the Company’s shares are listed on Nasdaq First North Growth Market Finland, which is a multilateral trading facility, it is proposed that the article contradicting applicable legislation is removed.

It is proposed that the Articles of Association remain unchanged in other respects.

17. Authorising the Board to decide on the issuance of shares, option rights or other special rights entitling to shares

The Board proposes that the AGM authorise the Board to resolve by one or more decisions on issuances of shares, option rights or other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which authorisation contains the right to issue new shares or dispose of the Company’s treasury shares held by the Company. The authorisation would consist of up to thirty million (30,000,000) new shares in the aggregate (including shares to be received based on option rights or other special rights), which corresponds to approximately twenty-seven (27) per cent of the existing shares and votes in the Company (as of the date of this notice), as well as the conveyance of up to the same maximum number (thirty million (30,000,000)) of treasury shares held by the Company. Further, should the Board resolve to issue option rights or other special rights entitling to treasury shares held by the Company, the same authorisation could be used to issue the afore-mentioned up to thirty million (30,000,000) new shares in the aggregate to the Company itself without consideration (to be further issued as shares to be received based on such option rights or other special rights).

In practise, the above authorisation includes that the Board may first resolve on one or more share issues (up to the maximum number of thirty million (30,000,000) new shares) without consideration to the Company itself and then further convey such treasury shares (up to the maximum number of thirty million (30,000,000) shares) against consideration (including as shares to be received based on option rights or other special rights issued based on the same authorisation).

The authorisation would not exclude the Board’s right to decide on the issuance of shares, option rights or other special rights entitling to shares in deviation from the shareholders’ pre-emptive rights.

The authorisation is proposed to be used for material arrangements from the Company’s point of view, such as financing (including, without limitation, issuance of warrants under the funding agreement with IPF Partners announced on 28 February 2022) or implementing business arrangements, investments or for other such purposes determined by the Board in which case a weighty financial reason for issuing shares, option rights or other special rights entitling to shares, and possibly deviating from the shareholders’ pre-emptive rights, would exist.

For the sake of clarity, it is noted that in no circumstances can the total number of new shares to be registered under this authorisation exceed thirty million (30,000,000) new shares in aggregate.

The Board would be authorised to resolve on all other terms and conditions of the issuance of shares, option rights or other special rights entitling to shares.

The authorisation would be effective until 30 June 2026. This authorisation does not cancel the authorisation given to the Board by the Annual General Meeting on 5 April 2024 to resolve on issuances of shares, option rights or other special rights entitling to shares.

18. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above-mentioned resolution proposals to the AGM, the Company’s Annual Report 2024 including the financial statements, the report of the Board of Directors and the auditor’s report and this notice are available on the Company’s website at https://www.faron.com/investors as of the date of publication of this notice. The Board’s proposals and the other above-mentioned documents will also be available at the AGM. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the AGM will be available on the Company’s website as of 4 April 2025 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS OF THE ANNUAL GENERAL MEETING

1. The right to participate and registration
Each shareholder who on the record date of the AGM, being 11 March 2025 is registered in the Company’s shareholders’ register held by Euroclear Finland Oy has the right to participate in the AGM. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the Company’s shareholders’ register. If you do not have a Finnish book-entry account, see section C.3 “Holder of nominee-registered shares (including depositary interest holders)”.

A shareholder who is registered in the Company’s shareholders’ register and who wants to participate in the AGM should register for the meeting by no later than 10:00 a.m. EET (Finnish time) on Tuesday, 18 March 2025 by giving a prior notice of participation. The notice must be received before the end of the registration period. Notice of participation can be given:

by email to general.meeting@faron.com or
by mail to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland.

When registering, a shareholder shall state their name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative, legal representative or assistant and the personal identification number of the proxy representative or legal representative. The personal data given by shareholders to the Company are used only in connection with the AGM and the necessary processing of related registrations.

Shareholders, and their authorised representatives or proxy representatives should be able to prove their identity and/or right of representation at the meeting venue upon request.

2. Proxy representative and powers of attorney
Shareholders may participate in the AGM and exercise their rights at the meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.

If a shareholder participates in the AGM by means of several proxy representatives, who represent the shareholder with shares held in different book-entry accounts, the shares represented by each proxy representative shall be identified when registering for the AGM.

The Company offers the possibility for shareholders to designate Paavo Koivisto, Director, IR&Funding, as their proxy representative, to represent them at the AGM in accordance with shareholder’s voting instructions. Authorizing the designated proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents.

Possible proxy documents should be sent by email to general.meeting@faron.com and in originals to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland before the end of registration period by which time the proxy documents must be received.

In addition to providing proxy documents, the shareholder or their proxy representative must take care of registering for the AGM in the manner described in this notice.

3. Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary interest holders) has the right to participate in the AGM by virtue of such shares based on which the holder would be entitled to be registered in the Company’s shareholders’ register held by Euroclear Finland Oy on the AGM’s record date of 11 March 2025.

Additionally, participation requires that the holder of nominee-registered shares is on the basis of such shares temporarily registered in the Company’s shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. EET (Finnish time) on Tuesday, 18 March 2025. As regards nominee-registered shares, this constitutes due registration for the AGM.

A holder of nominee-registered shares is advised to request the necessary instructions regarding temporary registration in the shareholders’ register, issuing of proxy documents and registration for the AGM from their custodian bank without delay. A holder of nominee-registered shares shall note that custodian banks may apply deadlines for the registration and the providing of voting instructions of holders of nominee-registered shares. The account management organisation of the custodian bank must register a holder of nominee-registered shares who wants to participate in the AGM to be temporarily entered into the Company’s shareholders’ register by the above-mentioned time.

4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, shareholders who are present at the AGM are entitled to request information regarding the matters on the agenda of the AGM.

Changes in shareholding occurred after the record date of the AGM do not affect the right to participate in the AGM or the number of votes held by a shareholder.

On the date of this notice, 28 February 2025, the total number of shares and votes in the Company is 111,601,608.

The AGM shall be held in Finnish, partially translated into English.

Turku, 28 February 2025

FARON PHARMACEUTICALS LTD

Board of Directors

For more information please contact:

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

Cairn Financial Advisers LLP, Nominated Adviser and Broker
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880

Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990