Faron, etusivu

Result of AGM

Faron Pharmaceuticals Ltd

(“Faron” or the “Company”)

Results of the Annual General Meeting and Decisions of the Board of Directors

TURKU – FINLAND, 16 May 2017 – The Annual General Meeting of Faron Pharmaceuticals Ltd (LON: FARN) took place in Turku, Finland, today, 16 May 2017. The Annual General Meeting approved all the proposals of the Board of Directors and its committees, as set out in the notice of the Annual General Meeting published on 19 April 2017.

Decisions of the Annual General Meeting

The Annual General Meeting adopted the Financial Statements of the Company and resolved to discharge the members of the Board of Directors and the CEO of the Company from liability for the financial year 2016. No dividend for the financial year 2016 will be paid, and the losses of the Company for the financial year, amounting to EUR 9,293,930.28 (IFRS), will be carried forward to the reserve for invested unrestricted equity.

Composition and remuneration of the Board of Directors

The number of members of the Board of Directors was confirmed as nine (9). Frank Armstrong, Markku Jalkanen, Jonathan Knowles, Matti Manner, Huaizheng Peng, Yrjö Wichmann and Leopoldo Zambeletti were re-elected and Gregory Brown and John Poulos were elected as new members to the Board of Directors for a term that ends at the end of the next Annual General Meeting.

The Annual General Meeting resolved that an annual remuneration of EUR 32,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 33,000 will be paid to the Chairman of the Board of Directors. In addition, a further annual remuneration of EUR 5,000 will be paid to the Chairman of each of the Audit Committee, the Nomination Committee and the Remuneration Committee, respectively.

The meeting fees will be paid to the Board members as follows:

·     Board members who are resident outside of the European Union or the European Economic Area: EUR 2,000 per Board meeting where the Board member was physically present;

·     Board members who are resident within the European Union or the European Economic Area: EUR 1,000 per Board meeting where the Board member was physically present; and

·     The meeting fees will be reduced by 50 per cent per Board meeting where the Board member was attending but not physically present.

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

Amendment of the Articles of Association

The Annual General Meeting resolved that the following article will be added as the new Article 11 of the Company’s Articles of Association and that the numbering of the Articles following said Article and the references to such Articles will be amended accordingly:

“11. Meeting venue

A General Meeting may in addition to the Company’s domicile be held in the city of London, United Kingdom on the basis of a resolution by the Board of Directors.“

Furthermore, the Annual General Meeting resolved that Article 15 (previously Article 14) of the Company’s Articles of Association will be amended to read as follows:

“15. Auditor

The Company shall have one (1) auditor, which shall be an auditing entity approved by the Finnish Patent and Registration Office. The term of office of the auditor shall expire upon the closing of the next Annual General Meeting following the election of the auditor.“

Auditor

PricewaterhouseCoopers Oy, Authorised Public Accountants, was re-elected as the Company’s auditor. PricewaterhouseCoopers Oy has appointed Kalle Laaksonen, Authorised Public Accountant, as the Auditor with principal responsibility for the completion of the audit. It was decided that the Auditor be remunerated in accordance with the invoice presented.

Amendment of the option programme

The Annual General Meeting resolved to amend, due to the increase in the number of employees in the Company and the increase in the number of Board members, the terms and conditions of the option programme adopted by the Extraordinary General Meeting of the Company on 15 September 2015, so that a maximum total of 500,000 C options and a maximum total of 500,000 D options will be offered under said terms and conditions as follows:

·     to the Chairman of the Board: 40,000 C options and 40,000 D options;

·     to each member of the Board (excluding the Chairman of the Board and the CEO and the CFO if they would be considered members of the Company’s Board): 20,000 C options and 20,000 D options (a maximum total of 120,000 C options and a maximum total of 120,000 D options);

·     to the CEO: 80,000 C options and 80,000 D options;

·     to the CFO: 30,000 C options and 30,000 D options; and

·     to management, officers and employees to be nominated by the Board: a maximum total of 230,000 C options and a maximum total of 230,000 D options.

The terms and conditions of the option programme remain otherwise unchanged.

Authorisation to the Board of Directors to decide on the issuance of shares

The Board of Directors was authorised to resolve by one or several decisions on issuances of shares which authorisation contains the right to issue new shares or dispose of the shares in the possession of the Company. The authorisation consists of up to 5,577,000 shares in the aggregate, which corresponds to approximately 20 per cent of the existing shares and votes in the Company.

The authorisation does not exclude the Board of Directors’ right to decide on the issuance of shares in deviation from the shareholders’ pre-emptive rights. The authorisation can be used for material arrangements from the Company’s point of view, such as financing or implementing business arrangements, investments or for other such purposes determined by the Board of Directors in which case a weighty financial reason for issuing shares, and possibly deviating from the shareholders’ pre-emptive rights, exists.

The Board of Directors was authorised to resolve on all other terms and conditions of the issuance of shares. The authorisation will be effective until 30 June 2018.

Decisions of the Board of Directors

At the meeting of the Board of Directors held following the Annual General Meeting, Frank Armstrong was re-elected Chairman of the Board and Matti Manner Deputy Chairman of the Board.

In addition, the Board of Directors elected the Chairmen and other members to the Board committees from among its members as follows:

·     Leopoldo Zambeletti was elected the Chairman of the Audit Committee, and Matti Manner and Gregory Brown were elected as the other members of the Audit Committee.

·     Matti Manner was elected the Chairman of the Nomination Committee, and Huaizheng Peng and Frank Armstrong were elected as the other members of the Nomination Committee.

·     Frank Armstrong was elected as the Chairman of the Remuneration Committee, and Jonathan Knowles and John Poulos were elected as the other members of the Remuneration committee.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the Company’s website from 30 May 2017 at the latest.

For more information, please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson

Phone: +44 207 213 0880

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron (AIM:FARN) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, vascular damage and cancer immunotherapy. The Company’s lead candidate Traumakine, to prevent vascular leakage and organ failures, is currently the only treatment for Acute Respiratory Distress Syndrome (ARDS) undergoing Phase III clinical trials.  There is currently no approved pharmaceutical treatment for ARDS. An additional European Phase II Traumakine trial is underway for the Rupture of Abdominal Aorta Aneurysm (“RAAA”). Faron’s second candidate Clevegen® is a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. This novel macrophage-directed immuno-oncology switch called Tumour Immunity Enabling Technology (“TIET”) may be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. Faron is based in Turku, Finland. Further information is available at www.faronpharmaceuticals.com

Update on INTEREST Phase III Study from IDMC

Faron Pharmaceuticals Oy

(“Faron” or the “Company”)

Update on INTEREST Phase III Study for Traumakine® in ARDS from IDMC

TURKU – FINLAND, 08 May, 2017 – Faron Pharmaceuticals Ltd (“Faron”) (LON: FARN), the clinical stage biopharmaceutical company, announces that it has received an expected report dated 4th May 2017 from the Independent Data Monitoring Committee (IDMC) on the INTEREST Phase III study for the treatment of patients with moderate to severe Acute Respiratory Distress Syndrome (ARDS) with its lead product Traumakine.

At this fourth meeting the IDMC has recommended to Faron that the trial should continue as planned with no changes, consistent with the recommendation received from IDMC as a result of three previous meetings. The IDMC also informed Faron that they will provide the next advanced recommendation after reviewing the data at 240 recruited patients. The Company expects this to take place during the third quarter of 2017.

ARDS is a severe orphan disease with a reported mortality rate of approximately 30-45%, for which there is currently no approved pharmacological treatment. It is characterised by widespread capillary leakage and inflammation in the lungs, most often as a result of pneumonia (e.g. following a pandemic influenza), sepsis, or significant trauma with around 300,000 annual cases in Europe and US.

The INTEREST trial is a Phase III double-blind, randomised, parallel-group comparison of efficacy and safety of Traumakine (FP-1201-lyo) and placebo in the treatment of patients with moderate to severe ARDS. The study, designed to include up to 300 patients, is currently being conducted in 60 hospital intensive care units (ICU) in Belgium, Finland, France, Germany, Italy, Spain and UK. The primary efficacy endpoint in the INTEREST trial is the all-cause mortality rate at day 28, the only accepted primary end point for marketing approval by EMA. The INTEREST trial protocol is targeting a 50% reduction in all cause mortality at day 28 between placebo and treatment arm (from 30% to 15%).

Dr Markku Jalkanen, Chief Executive Officer of Faron Pharmaceuticals, commented: “We were again very delighted to learn that the IDMC gave us another recommendation to continue the INTEREST study as planned. We are looking forward to their next recommendation in Q3 2017, which we hope to confirm our plans for the future of the product and for ARDS patients.”

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

– END –

For more information, please contact:

Faron Pharmaceuticals Oy

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faronpharmaceuticals.com

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson

Phone: +44 207 213 0880

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron (AIM:FARN) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, vascular damage and cancer immunotherapy. The Company’s lead candidate Traumakine, to prevent vascular leakage and organ failures, is currently the only treatment for Acute Respiratory Distress Syndrome (ARDS) undergoing Phase III clinical trials.  There is currently no approved pharmaceutical treatment for ARDS. An additional European Phase II Traumakine trial is underway for the Rupture of Abdominal Aorta Aneurysm (“RAAA”). Faron’s second candidate Clevegen® is a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. This novel macrophage-directed immuno-oncology switch called Tumour Immunity Enabling Technology (“TIET”) may be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. Faron is based in Turku, Finland. Further information is available at www.faronpharmaceuticals.com

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 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 discussed in the forward looking statements including 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, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. 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.

Exercise of Warrants

Faron Pharmaceuticals Oy
 

(“Faron” or the “Company”)

Exercise of Warrants

Issue of Equity

TURKU – FINLAND, 27 April 2017 – Faron Pharmaceuticals Ltd (“Faron”) (LON: FARN), the clinical stage biopharmaceutical company, announces that it has received a notification from a warrant holder to exercise warrants over 38,430 ordinary shares in the Company at an exercise price of €1.55 per share and a further 14,560 ordinary shares in the Company at an exercise price of €2.01 per share providing the Company with gross proceeds of €88,832.10 (approximately £75,518).

Application will be made to the London Stock Exchange to admit the 52,990 new ordinary shares to trading on AIM. Admission of the new ordinary shares is expected to occur on or around 4 May 2017.  The new ordinary shares will rank pari passu with existing ordinary shares. Issue of the new ordinary shares remains subject to such shares being registered at the Finnish Trade Registry.

Faron’s enlarged issued number of shares immediately following registration and Admission will be 27,787,034 Ordinary Shares with voting rights attached. The Company has no shares in Treasury; therefore upon, and subject to, registration, the total number of voting rights in Faron will be 27,787,034. This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify an interest in, or a change to their interest in, the issued shares and votes of the Company.

For more information please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson, Rebecca Anderson

Phone: +44 207 213 0880

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, cancer immunotherapy and vascular damage. The pipeline is built on Faron’s scientific knowledge and control of the endothelial barrier, the membrane of cells lining blood and lymphatic vessels to separate blood content from tissues. The Company’s lead candidate Traumakine® is in development for the treatment of Acute Respiratory Distress Syndrome (“ARDS”), a rare, severe, life-threatening medical condition characterised by widespread inflammation in the lungs. Traumakine is currently in pan-European (INTEREST) and Japanese pivotal Phase III studies. Additionally, Faron is developing Clevegen® a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to convert the immune environment around a tumour from being immune suppressive to immune stimulating. This novel macrophage-directed immuno-oncology approach is called Tumour Immunity Enabling Technology (“TIET”) and can be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. New application opportunities related to TIET cover chronic infections and inefficient vaccination. Based in Turku, Finland, Faron Pharmaceuticals is listed on AIM under the ticker ‘FARN’. Further information is available at www.faronpharmaceuticals.com

Director’s dealings

Faron Pharmaceuticals Oy

(“Faron” or the “Company”)

Director’s dealings

TURKU – FINLAND, 26 April 2017 – Faron Pharmaceuticals Ltd (“Faron”) (LON: FARN), the clinical stage biopharmaceutical company, announces that it has been notified that Dr Jonathan Knowles, a Non-Executive Director of the Company, acquired 1,000 ordinary shares in Faron at a price of £6.35 per share on 25 April 2017. Following these purchases, Dr Knowles holds 47,712 ordinary shares in the Company.

The notification below, which has been made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

For more information please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson, Rebecca Anderson

Phone: +44 207 213 0880

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, cancer immunotherapy and vascular damage. The pipeline is built on Faron’s scientific knowledge and control of the endothelial barrier, the membrane of cells lining blood and lymphatic vessels to separate blood content from tissues. The Company’s lead candidate Traumakine® is in development for the treatment of Acute Respiratory Distress Syndrome (“ARDS”), a rare, severe, life-threatening medical condition characterised by widespread inflammation in the lungs. Traumakine is currently in pan-European (INTEREST) and Japanese pivotal Phase III studies. Additionally, Faron is developing Clevegen® a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to convert the immune environment around a tumour from being immune suppressive to immune stimulating. This novel macrophage-directed immuno-oncology approach is called Tumour Immunity Enabling Technology (“TIET”) and can be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. New application opportunities related to TIET cover chronic infections and inefficient vaccination. Based in Turku, Finland, Faron Pharmaceuticals is listed on AIM under the ticker ‘FARN’. Further information is available at www.faronpharmaceuticals.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

Jonathan Knowles

2

Reason for notification

a.

Position/Status

Director

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

Ordinary shares

ISIN: FI4000153309

b.

Nature of the transaction

Purchase of Ordinary Shares

c.

Price(s) and volume(s)

Price(s)

Volume(s)

£6.25

1,000

d.

Aggregated information

– Aggregated Volume

– Price

 1,000

£6.25

e.

Date of the transaction

25 April 2017

f.

Place of the transaction

London

Director/PDMR Shareholding

Faron Pharmaceuticals Oy

(“Faron” or the “Company”)

Director’s dealings

TURKU – FINLAND, 21 April 2017 – Faron Pharmaceuticals Ltd (“Faron”) (LON: FARN), the clinical stage biopharmaceutical company, announces that it has been notified that Dr Jonathan Knowles, a Non-Executive Director of the Company, acquired 10,000 ordinary shares in Faron at a price of £2.65 per share on 12 December 2016, 7,000 ordinary shares in Faron at a price of £2.75 per share on 13 December 2016  and 19,000 ordinary shares in Faron at a price of £5.50 per share on 31 March 2017. Following these purchases, Dr Knowles holds 46,712 ordinary shares in the Company.

The notification below, which has been made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

 For more information please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson, Rebecca Anderson

Phone: +44 207 213 0880

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, cancer immunotherapy and vascular damage. The pipeline is built on Faron’s scientific knowledge and control of the endothelial barrier, the membrane of cells lining blood and lymphatic vessels to separate blood content from tissues. The Company’s lead candidate Traumakine® is in development for the treatment of Acute Respiratory Distress Syndrome (“ARDS”), a rare, severe, life-threatening medical condition characterised by widespread inflammation in the lungs. Traumakine is currently in pan-European (INTEREST) and Japanese pivotal Phase III studies. Additionally, Faron is developing Clevegen® a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to convert the immune environment around a tumour from being immune suppressive to immune stimulating. This novel macrophage-directed immuno-oncology approach is called Tumour Immunity Enabling Technology (“TIET”) and can be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. New application opportunities related to TIET cover chronic infections and inefficient vaccination. Based in Turku, Finland, Faron Pharmaceuticals is listed on AIM under the ticker ‘FARN’. Further information is available at www.faronpharmaceuticals.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

Jonathan Knowles

2

Reason for notification

a.

Position/Status

Director

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

Ordinary shares

ISIN: FI4000153309

b.

Nature of the transaction

Purchase of Ordinary Shares

c.

Price(s) and volume(s)

Price(s)

Volume(s)

£2.65

£2.75

£5.50

7,000

10,000

19,000

d.

Aggregated information

– Aggregated Volume

– Price

36,000

e.

Date of the transaction

12 December 2016, 13 December 2016 and 31 March 2017

f.

Place of the transaction

London

Proposed Board Changes

Faron Pharmaceuticals Ltd
(“Faron” or the “Company”)

Proposed Board Changes

TURKU – FINLAND, 19 April 2017 – Faron Pharmaceuticals Ltd (“Faron” or the “Company”) (LON: FARN), the clinical stage biopharmaceutical company, is pleased to announce the proposed appointment of two new Non-Executive Directors, Dr. Gregory B. Brown and Mr John Poulos, to the Company’s Board. Pursuant to the requirements of Finnish law, the appointment of Dr. Brown and Mr Poulos remains subject to the approval of Shareholders at the Company’s Annual General Meeting (AGM) which is to be held on 16 May 2017. The notice of the AGM will be published separately today.

Dr. Gregory B. Brown has more than 35 years of experience in healthcare and investment. Most recently, Greg founded HealthCare Royalty Partners, a healthcare-focused private asset management firm investing in biopharmaceutical and medical products, where he currently serves as Vice Chairman. In addition, Greg is currently a director of Caladrius Biosciences Inc (NASDAQ) and Nuron Biotech Inc and previously acted as a director of Invuity Inc (NASDAQ) between October 2014 and December 2015. Prior to this, he was a General Partner at Paul Capital Partners in New York, Co-Head of Investment Banking at Adams, Harkness & Hill, and VP of Corporate Finance at Vector Securities International.

Mr John Poulos has a wealth of expertise in global corporate life sciences, having spent 38 years working for AbbVie and Abbott. Most recently, John served as Vice President, Head of Licensing and Acquisitions for AbbVie, and Group Vice President, Head of Pharmaceutical Licensing and Acquisitions for Abbott Pharmaceuticals. During his career, John was instrumental in the negotiation of numerous acquisitions, including Knoll/BASF Pharma in 2001 for $6.9 billion and Solvay in 2010 for $6.2 billion. 

In addition, Faron announces today that Dr Juho Jalkanen will, as of 16 May 2017, step down from the Board as Non-Executive Director, a position he has held since 2013. Dr Juho Jalkanen has this month been appointed to a new position of Vice President of Business Development of Faron and has joined the Management Team of the Company.

Commenting on the proposed Board changes, Dr Frank Armstrong, Chairman of Faron, said: “On behalf of the Board, it is with great pleasure that we propose the appointment of Greg and John to Faron. They will both bring a wealth of global experience in the life sciences and investment community to strengthen our Board, particularly from a US and commercial angle, as we continue to progress through a pivotal year. I also congratulate Juho on his new position as Vice President of Business Development and extend my gratitude to him for his contribution to the Board over the past four years. I am confident that these proposed additions to the Board will bring invaluable insights and perspectives to the Company.”

Dr. Gregory (Greg) Bailey Brown

Pursuant to Rule 17 and Schedule Two (g) of the AIM Rules, the following information is disclosed in respect of Dr Gregory Bailey Brown (aged 63):

Current Appointments

Appointments in the last 5 years

Caladrius Biosciences Inc

Invuity Inc

Monosol Rx LLC

Cardiorentis AG

Vanderbilt Clinical SARL

Acufocus Inc

Nuron Biotech Inc

Tear Science

Healthcare Royalty Partners LP

Healthcare Management LLC

Healthcare Royalty Partners II LP

Healthcare Royalty Partners II-A LP

Healthcare Royalty Partners III LP

Healthcare Royalty Partners III-A LP

Vanderbilt Capital Partners LLC

Dr. Brown was a director of Oscient Pharmaceuticals Inc (“Oscient”) between 2006 and 2009 having been initially elected to the board of Oscient as a representative of Paul Capital Partners, a financier which, during 2006,  arranged financing of approximately $70 million in aggregate for Oscient. In July 2009, as a result of being unable to refinance an existing convertible debt, the directors of Oscient (being 9 board members in total) filed a voluntary petition for Chapter 11 Bankruptcy protection. Its assets were subsequently divested to satisfy the majority of creditors and Oscient was dissolved in July 2012.

There is no other information regarding Dr. Gregory Brown required to be disclosed under the AIM Rules.

Mr John Poulos

Pursuant to Rule 17 and Schedule Two (g) of the AIM Rules, there is no other information regarding John Poulos (aged 62) required to be disclosed under the AIM Rules.

Related Party Transaction

The appointment of Dr Juho Jalkanen to Vice President of Business Development of Faron and the payment of associated remuneration (€168,000 per annum, payable monthly) constitutes a related party transaction pursuant to the AIM Rules. The independent directors (being all Directors of the Company save for Dr Juho Jalkanen) consider, having consulted with the Company’s nominated adviser, that the terms of the new management contract entered into by Dr Juho Jalkanen are fair and reasonable insofar as the Company’s Shareholders are concerned.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For more information, please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson, Rebecca Anderson

Phone: +44 207 213 0880

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron (AIM:FARN) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, vascular damage and cancer immunotherapy. The Company’s lead candidate Traumakine, to prevent vascular leakage and organ failures, is currently the only treatment for Acute Respiratory Distress Syndrome (ARDS) undergoing Phase III clinical trials.  There is currently no approved pharmaceutical treatment for ARDS. An additional European Phase II Traumakine trial is underway for the Rupture of Abdominal Aorta Aneurysm (“RAAA”). Faron’s second candidate Clevegen® is a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. This novel macrophage-directed immuno-oncology switch called Tumour Immunity Enabling Technology (“TIET”) may be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. Faron is based in Turku, Finland. Further information is available at www.faronpharmaceuticals.com

Notice of Annual General Meeting

NOTICE OF faron pharmaceuticals LTD’s ANNUAL GENERAL MEETING

Shareholders of Faron Pharmaceuticals Ltd are invited to attend the Annual General Meeting to be held on 16 May 2017 at 10 a.m. at the premises of the BioCity building, Mauno Conference Center, address Tykistökatu 6, 20520 Turku, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 9 a.m.

Faron Pharmaceuticals Ltd’s Annual Report 2016 is available to view and download on the “Investor Relations” section of the Company’s website: http://www.faronpharmaceuticals.com/investor-relations/results.

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 2016

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 proposes that no dividend for the financial year 2016 will be paid and that the losses of the Company for the financial year, amounting to EUR 9,293,930.28 (IFRS), will be carried forward to the reserve for invested unrestricted equity.

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

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes, on the basis of the proposal of the Remuneration Committee, that an annual remuneration of EUR 32,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 33,000 will be paid to the Chairman of the Board of Directors. In addition, a further annual remuneration of EUR 5,000 will be paid to the Chairman of each of the Audit Committee, the Nomination Committee and the Remuneration Committee, respectively.

The Board of Directors furthermore proposes that meeting fees will be paid to the Board members as follows:

·     Board members who are resident outside of the European Union or the European Economic Area: EUR 2,000 per Board meeting where the Board member was physically present;

·     Board members who are resident within the European Union or the European Economic Area: EUR 1,000 per Board meeting where the Board member was physically present;

·     The meeting fees will be reduced by 50 per cent per Board meeting where the Board member was attending but not physically present.

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

The Board of Directors also proposes, on the basis of the proposal of the Remuneration Committee, 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.

11. Resolution on the number of members of the Board of Directors

The Board of Directors proposes on the basis of the proposal of the Nomination Committee that nine (9) members be elected to the Board of Directors.

12. Election of members of the Board of Directors

The Board of Directors proposes, on the basis of the proposal of the Nomination Committee, that Frank Armstrong, Markku Jalkanen, Jonathan Knowles, Matti Manner, Huaizheng Peng, Yrjö Wichmann and Leopoldo Zambeletti will be re-elected and that Gregory Brown and John Poulos will be elected as new members to the Board of Directors for a term that ends at the end of the next Annual General Meeting.

Descriptions of the Board member candidates are available on the Company’s website at www.faron.com.

The proposed Board members have informed the Company that in the event they are elected, they intend to elect Frank Armstrong as Chairman of the Board and Matti Manner as Deputy Chairman of the Board.

13. Resolution on the amendment of the Articles of Association

The Board of Directors proposes that the following article will be added as the new Article 11 of the Company’s Articles of Association and that the numbering of the Articles following said Article and the references to such Articles will be amended accordingly:

“11. Meeting venue

A General Meeting may in addition to the Company’s domicile be held in the city of London, United Kingdom on the basis of a resolution by the Board of Directors.“

Furthermore, the Board of Directors proposes that Article 15 (previously Article 14) of the Company’s Articles of Association will be amended to read as follows:

“15. Auditor

The Company shall have one (1) auditor, which shall be an auditing entity approved by the Finnish Patent and Registration Office. The term of office of the auditor shall expire upon the closing of the next Annual General Meeting following the election of the auditor.“

The rationale for the first amendment is that the shares of the Company are listed on the AIM market operated by the London Stock Exchange, due to which a significant portion of the Company’s shares and depositary interests are held by non-Finnish parties. The second amendment is a technical change relating to a change in applicable audit legislation.

14. Resolution on the remuneration of the Auditor

The Board of Directors proposes, on the basis of the proposal of the Audit Committee, that the Auditor be remunerated in accordance with the invoice presented.

15. Election of the Auditor

The Board of Directors proposes, on the basis of the proposal of the Audit Committee, that PricewaterhouseCoopers Oy, Authorised Public Accountants, continue to act as the Company’s auditor.

PricewaterhouseCoopers Oy has informed the Company that it will appoint Kalle Laaksonen, Authorised Public Accountant, as the Auditor with principal responsibility for the completion of the Audit.

16. Resolution on the amendment of the option programme

The Board of Directors proposes, on the basis of the proposal of the Remuneration Committee, that the Annual General Meeting would resolve to amend, due to the increase in the number of employees in the Company and the increase in the number of Board members, the terms and conditions of the option programme adopted by the Extraordinary General Meeting of the Company on 15 September 2015, so that a maximum total of 500,000 C options and a maximum total of 500,000 D options would be offered under said terms and conditions as follows: 

·     to the Chairman of the Board: 40,000 C options and 40,000 D options;

·     to each member of the Board (excluding the Chairman of the Board and the CEO and the CFO if they would be considered members of the Company’s Board): 20,000 C options and 20,000 D options (a maximum total of 120,000 C options and a maximum total of 120,000 D options);

·     to the CEO: 80,000 C options and 80,000 D options;

·     to the CFO: 30,000 C options and 30,000 D options;

·     to management, officers and employees to be nominated by the Board: a maximum total of 230,000 C options and a maximum total of 230,000 D options.

The terms and conditions of the option programme would remain otherwise unchanged.

The proposed amendment would increase the maximum total number of each of C options and D options by 100,000 options, representing a 25 per cent increase over the current maximum total of 400,000 of each of C and D options. This would increase the aggregate percentage of shares that can be subscribed for based on C and D options from 2.9 per cent to 3.6 per cent of all existing shares.

The maximum number of C and D options granted to each individual Board member, the CEO and the CFO would remain unchanged.

17. Authorising the Board of Directors to decide on the issuance of shares

The Board of Directors proposes that the Annual General Meeting would authorise the Board of Directors to resolve by one or several decisions on issuances of shares which authorisation contains the right to issue new shares or dispose of the shares in the possession of the Company. The authorisation would consist of up to 5,577,000 shares in the aggregate, which corresponds to approximately 20 per cent of the existing shares and votes in the Company.

The authorisation would not exclude the Board of Directors’ right to decide on the issuance of 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 or implementing business arrangements, investments or for other such purposes determined by the Board of Directors in which case a weighty financial reason for issuing shares, and possibly deviating from the shareholders’ pre-emptive rights would exist.

The Board of Directors would be authorised to resolve on all other terms and conditions of the issuance of shares.

The authorisation will be effective until 30 June 2018.

18. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above-mentioned proposals to the Annual General Meeting and this notice are available on Faron Pharmaceutical’s website at www.faron.com under Investor Relations/Annual General Meeting. Faron Pharmaceutical’s financial statements, the Report of the Board of Directors and the Auditor’s report, are available on the front page of the Company’s website and under Investor Relations/Results. The Board proposals and the other above-mentioned documents will also be available at the Annual General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available to be viewed on the Company’s website from 30 May 2017 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS

1. The right to participate and registration

Each shareholder who on the record date of the Annual General Meeting, being 4 May 2017, is registered in the Company’s shareholders’ register held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal book-entry account is registered in the Company’s shareholders’ register.

A shareholder who is registered in the Company’s shareholders’ register and who wants to participate in the Annual General Meeting should register for the meeting by no later than 4 p.m. (Finnish time) on Thursday 11 May 2017 by giving a prior notice of participation:

•     by email to virve.nurmi@faron.com; or

•     by mail to Faron Pharmaceuticals Ltd, C/o Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland.

When registering, a shareholder shall state his/her name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. The personal data given by shareholders to Faron Pharmaceuticals is used only in connection with the Annual General Meeting and the necessary processing of related registrations.

The shareholder, his/her authorised representative or proxy representative should, when necessary, be able to prove his/her identity and/or right of representation.

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her 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.

A shareholder may participate in the Annual General Meeting by means of several proxy representatives, who represent the shareholder with shares held on different book-entry accounts. In such case, the shares represented by each proxy representative shall be identified when registering for the Annual General Meeting.

Possible proxy documents should be sent in originals to Faron Pharmaceuticals, Joukahaisenkatu 6, FI-20520 Turku, Finland, before the end of registration period.

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 Annual General Meeting 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 Ltd on the Annual General Meeting’s record date of 4 May 2017.

Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the Company’s shareholders’ register held by Euroclear Finland Ltd by 10 a.m. Finnish time on Thursday 11 May 2017. Temporary registration in the shareholders’ register shall be deemed to be a registration for the Annual General Meeting.

Holders of nominee-registered shares are advised to request the necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and registration for the General Meeting from their custodian bank without delay. The account management organisation of the custodian bank shall notify a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, 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 Companies Act, shareholders who are present at the Annual General Meeting are entitled to request information regarding the matters addressed by the meeting.

On the date of this notice, 18 April 2017, the total number of shares and votes in Faron Pharmaceuticals is 27,734,044.

The Annual General Meeting shall be held in Finnish and in English.

Turku, 18 April 2017

FARON PHARMACEUTICALS LTD

Board of Directors

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For more information, please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson, Rebecca Anderson

Phone: +44 207 213 0880

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron (AIM:FARN) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, vascular damage and cancer immunotherapy. The Company’s lead candidate Traumakine, to prevent vascular leakage and organ failures, is currently the only treatment for Acute Respiratory Distress Syndrome (ARDS) undergoing Phase III clinical trials.  There is currently no approved pharmaceutical treatment for ARDS. An additional European Phase II Traumakine trial is underway for the Rupture of Abdominal Aorta Aneurysm (“RAAA”). Faron’s second candidate Clevegen® is a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. This novel macrophage-directed immuno-oncology switch called Tumour Immunity Enabling Technology (“TIET”) may be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. Faron is based in Turku, Finland. Further information is available at www.faronpharmaceuticals.com

Purchase of Shares

This is a correction to the press release issued by Faron Pharmaceuticals on 13 April 2017 in which the nature of the transaction in section 4b of the PDMR dealing form has been corrected to Purchase of Ordinary Shares.  All other details within the announcement remain the same. 

Faron Pharmaceuticals Oy
 

(“Faron” or the “Company”)

Purchase of Shares

TURKU – FINLAND, 13 April 2017 – Faron Pharmaceuticals Ltd (“Faron”) (LON: FARN), the clinical stage biopharmaceutical company, announces that between 30th of March and 5th April 2016 Dr Matti Karvonen, Medical Director of Faron has aqcuired ordinary shares in Faron on his own and his connected persons behalf. As a member of the management group of Faron, Dr Karvonen is regarded as a person discharging managerial responsibility (PDMR).    

PDMR                                                        Shares purchased

Matti Karvonen                                                          9 950

Matti Karvonen connected persons                            10 000

Total PDMRs                                                          19 950                                                                

For more information please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson, Rebecca Anderson

Phone: +44 207 213 0880

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, cancer immunotherapy and vascular damage. The pipeline is built on Faron’s scientific knowledge and control of the endothelial barrier, the membrane of cells lining blood and lymphatic vessels to separate blood content from tissues. The Company’s lead candidate Traumakine® is in development for the treatment of Acute Respiratory Distress Syndrome (“ARDS”), a rare, severe, life-threatening medical condition characterised by widespread inflammation in the lungs. Traumakine is currently in pan-European (INTEREST) and Japanese pivotal Phase III studies. Additionally, Faron is developing Clevegen® a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to convert the immune environment around a tumour from being immune suppressive to immune stimulating. This novel macrophage-directed immuno-oncology approach is called Tumour Immunity Enabling Technology (“TIET”) and can be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. New application opportunities related to TIET cover chronic infections and inefficient vaccination. Based in Turku, Finland, Faron Pharmaceuticals is listed on AIM under the ticker ‘FARN’. Further information is available at www.faronpharmaceuticals.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

1.    Matti Karvonen

2

Reason for notification

a.

Position/Status

Person discharging managerial responsibilities

b.

Initial notification/

Amendment

Initial Notification

3

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

a.

Name

Faron Pharmaceuticals Oy

b.

LEI

7437009H31TO1DC0EB42

4

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

a.

Description of the financial instrument, type of instrument

Identification Code

Ordinary shares

ISIN: FI4000153309
 

b.

Nature of the transaction

Purchase of Ordinary Shares

c.

Price(s) and volume(s)

Price(s)

Volume(s)

1.     £5.10

2.     £6.60

3.     £6.50

4.     £6.40

1.     5,000

2.     1,429

3.     8,521

4.     5,000

d.

Aggregated information

– Aggregated Volume

– Price

19,950

e.

Date of the transaction

30 March to 5th April 2017

f.

Place of the transaction

Turku
                 

Collaboration with Birmingham University

Faron Pharmaceuticals Oy

(“Faron” or the “Company”)

Faron and the University of Birmingham to collaborate on Clevegen® clinical program in liver cancer

TURKU – FINLAND, 18 April 2017. Faron Pharmaceuticals Ltd (“Faron”) (LON: FARN), the clinical stage biopharmaceutical company, is pleased to announce that it has signed an agreement with the University of Birmingham Medical School, UK, to initiate a liver cancer program testing Clevegen, the Company’s immuno switch antibody, in clinical trials. This collaboration will focus on trial and protocol design for a Phase I/II trial, TIETALC, (Tumour Immunity Enabling Technology Against Liver Cancer) in liver cancer patients at Birmingham Health Partners’ NIHR Clinical Research Facility and the Centre for Liver Research.

As part of the preparations, approval will be sought from the UK regulatory authorities (MHRA) for an adaptive protocol, which would allow flexible administration of Clevegen based on results obtained in previous dosings. Faron and the University of Birmingham anticipate filing the clinical trial application (CTA) with the MHRA in late 2017 or early 2018. In the event of successful collaboration and CTA approval, it is expected that Faron and the University of Birmingham will conduct the TIETALC trial together. 

The main focus of TIETALC is to study the safety, pharmacokinetics/pharmacodynamics and initial efficacy of Clevegen in liver cancer patients, focusing on those with hepatocellular carcinoma (HCC). The study will also examine the efficacy of Clevegen in reducing the number of Clever-1 positive, immune suppressive myeloid cells, circulating in the blood and entering tumour tissue of cancer patients where they can suppress anti-cancer immunity.

TIETALC may also assist Faron with its aim to develop a liquid biopsy based on recognition of Clever-1 positive circulating myeloid cells. This detection could potentially become a surrogate marker of improved immune capacity in response to Clevegen and assist in the selection of those target cancer patients who are likely to benefit most from Clevegn treatment.

Dr Markku Jalkanen, CEO of Faron, said: “We are excited to start this collaboration with this world-renowned liver cancer unit in Birmingham. Their substantial clinical expertise and numerous research programmes in liver cancer treatment will provide us with a unique opportunity to assess the effect Clevegen has on immune function in these patients.  We are optimistic that Clevegen will stimulate strong immune responses against the cancer, restricting tumour growth and metastasis, and thereby improving the long term survival of these patients, whose prognosis with current therapies is very poor.”

Prof. David Adams, Director of the NIHR Biomedical Research Centre and Head of the College of Medical and Dental Sciences at University of Birmingham, said: “We are very familiar with the Clever-1 target molecule. Previously, we have demonstrated that it controls the accumulation of immunosuppressive regulatory lymphocytes in the liver1 and we have also shown in previous studies that liver cancer can be treated by stimulating anti-tumour immunity2.  We are excited to move towards commencement of trials using Clevegen which we believe has the ability to boost immune responses against liver cancer through a novel mechanism.  The current prognosis for liver cancer patients is very poor and so potential treatments, like Clevegen, offer new possibilities in fighting this aggressive and poorly responsive cancer.”

About Liver Cancer

Hepatocelluar cellular carcinoma (HCC) is the most common liver cancer type and the leading cause of cancer-related morbidity and mortality worldwide. Less than 20% of HCC patients are alive five years post diagnosis and there is a clear unmet need for effective targetted therapies. HCC is usually a complication of liver cirrhosis which may be caused by viruses, toxins (including alcohol) or autoimmune liver diseases. Additionally, the liver is a frequent site of metastasis from other cancers, particularly colorectal cancer. The immune positive phenotype of HCC and reports of responses to immunotherapy suggest that is an excellent target tumour for immuno-oncology treatments by the removal of immunosuppressive white blood cells including macrophages.

About Clevegen®

Faron´s preclinical drug development project Clevegen revolves around Clever-1, a cell surface receptor expressed mainly by endothelial cells and monocytes/macrophages. Clever-1 is involved in cancer growth and spread. The active pharmaceutical ingredient of Clevegen is a humanised anti-Clever-1 antibody.

Clevegen, by binding Clever-1 prevents Tumor Associated Macrophage (TAM) infiltration into a tumour and blocks TAM-to-Tumour cell interaction triggering TAM transformation into tumour supportive cell types. It therefore reduces suppression of the human immune system and converts the whole immune environment around a tumour to immune stimulating allowing a patient’s own immune system to combat cancer, known as “immunotherapy”. Clevegen has a local tumour effect which also allows the cell-mediated immune response to attack infections in normal tissues and removal of immune suppression locally also limits risk of autoimmune reaction, a potentially severe side effect observed with some immune checkpoint inhibitors. The Directors of Faron believe that Clevegen is well differentiated from competing products as it specifically targets M2 TAMs which facilitate tumour growth, while leaving intact the M1 TAMs which support immune activation against tumours. Clever-1 blocking results especially in activation of Th1 mediated immunity.

About Tumor Immunity Enabling Technology (TIET) 

The TIET technology is built around the humanised anti-Clever-1 antibody FP-1305, which binds to a specific Clever-1 proprietary epitope. Clevegen® binding to this epitope activates conversion of type 2 tumour associated macrophages to type 1 macrophages, resulting in the transformation of the tumour environment from immune suppression to immune activation. As the TIET technology is based on a humanised antibody, the Faron Directors believe it can be combined with a number of other immune therapies without a significant risk of increased adverse events. The TIET technology could provide a significant boost for the efficacy of other immune checkpoint molecules, as its target is unique and represents a completely separate control of immunity.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For more information, please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson, Rebecca Anderson

Phone: +44 207 213 0880

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron (AIM:FARN) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, vascular damage and cancer immunotherapy. The Company’s lead candidate Traumakine, to prevent vascular leakage and organ failures, is currently the only treatment for Acute Respiratory Distress Syndrome (ARDS) undergoing Phase III clinical trials.  There is currently no approved pharmaceutical treatment for ARDS. An additional European Phase II Traumakine trial is underway for the Rupture of Abdominal Aorta Aneurysm (“RAAA”). Faron’s second candidate Clevegen® is a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. This novel macrophage-directed immuno-oncology switch called Tumour Immunity Enabling Technology (“TIET”) may be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. Faron is based in Turku, Finland. Further information is available at www.faronpharmaceuticals.com

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 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 discussed in the forward looking statements including 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, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. 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.

Purchase of Shares

Faron Pharmaceuticals Oy

(“Faron” or the “Company”)

Purchase of Shares

TURKU – FINLAND, 13 April 2017 – Faron Pharmaceuticals Ltd (“Faron”) (LON: FARN), the clinical stage biopharmaceutical company, announces that between 30th of March and 5th April 2016 Dr Matti Karvonen, Medical Director of Faron has aqcuired ordinary shares in Faron on his own and his connected persons behalf. As a member of the management group of Faron, Dr Karvonen is regarded as a person discharging managerial responsibility (PDMR).    

PDMR                                                        Shares purchased

Matti Karvonen                                                          9 950

Matti Karvonen connected persons                            10 000

Total PDMRs                                                          19 950                                                                

For more information please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson, Rebecca Anderson

Phone: +44 207 213 0880

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, cancer immunotherapy and vascular damage. The pipeline is built on Faron’s scientific knowledge and control of the endothelial barrier, the membrane of cells lining blood and lymphatic vessels to separate blood content from tissues. The Company’s lead candidate Traumakine® is in development for the treatment of Acute Respiratory Distress Syndrome (“ARDS”), a rare, severe, life-threatening medical condition characterised by widespread inflammation in the lungs. Traumakine is currently in pan-European (INTEREST) and Japanese pivotal Phase III studies. Additionally, Faron is developing Clevegen® a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to convert the immune environment around a tumour from being immune suppressive to immune stimulating. This novel macrophage-directed immuno-oncology approach is called Tumour Immunity Enabling Technology (“TIET”) and can be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. New application opportunities related to TIET cover chronic infections and inefficient vaccination. Based in Turku, Finland, Faron Pharmaceuticals is listed on AIM under the ticker ‘FARN’. Further information is available at www.faronpharmaceuticals.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

1.    Matti Karvonen

2

Reason for notification

a.

Position/Status

Person discharging managerial responsibilities

b.

Initial notification/

Amendment

Initial Notification

3

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

a.

Name

Faron Pharmaceuticals Oy

b.

LEI

7437009H31TO1DC0EB42

4

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

a.

Description of the financial instrument, type of instrument

Identification Code

Ordinary shares

ISIN: FI4000153309

b.

Nature of the transaction

Grant of Options to subscribe for Ordinary Shares

c.

Price(s) and volume(s)

Price(s)

Volume(s)

1.     £5.10

2.     £6.60

3.     £6.50

4.     £6.40

1.     5,000

2.     1,429

3.     8,521

4.     5,000

d.

Aggregated information

– Aggregated Volume

– Price

19,950

e.

Date of the transaction

30 March to 5th April 2017

f.

Place of the transaction

Turku
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