WARNING: THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”), ACCESS TO WHICH MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, SINGAPORE, HONG KONG OR THE REPUBLIC OF SOUTH AFRICA (THE “RESTRICTED JURISDICTIONS”). THE INFORMATION IS BEING MADE AVAILABLE BY FARON PHARMACEUTICALS LTD (THE “COMPANY”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THE INFORMATION IS BEING MADE AVAILABLE BY FARON PHARMACEUTICALS LTD (THE “COMPANY”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
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ACTIVATE YOUR IMMUNITY – SUBSCRIBE FOR YOUR SHARES
Faron Pharmaceuticals Ltd is a clinical stage biopharmaceutical company focused on developing treatment of cancers via novel immunotherapies by pursuing to reprogram myeloid cells to create a more comprehensive immune activation against cancer than what is achieved with current treatments.
Faron offers for subscription in a rights offering pursuant to the shareholders’ pre-emptive subscription right a maximum of 80,158,126 shares in the company, which may be represented by depository interests (DIs).
The subscription price is EUR 0.50 for each offer depository interest.
Reasons for the offer and use of proceeds
The objective of the offering is to strengthen Faron’s financial position and to finance the continued development of the company’s lead asset bexmarilimab to the next set of key clinical milestones and expected value inflection points through November 2027, in accordance with its current business plan.
The company aims to raise through the offering total gross proceeds of approximately EUR 40 million, and net proceeds of approximately EUR 32.8 million.
The net proceeds of the offering are mainly intended to be used to finance the randomised, 90-patient Phase II trial with bexmarilimab in combination with azacitidine in frontline high-risk myelodysplastic syndrome (HR MDS).
Additionally, net proceeds are intended to be used to support up to five investigator-initiated trials to further validate bexmarilimab’s potential in combination trials in metastatic melanoma, non-small-cell lung carcinoma (NSCLC), soft tissue sarcoma, breast cancer (ER+) and acute myeloid leukaemia (AML), as well as for working capital and general corporate purposes. The company believes that these additional trials could demonstrate the benefit of bexmarilimab in a broad range of cancers, in addition to HR MDS.
From the CEO
“In 2025, we continued to make steady progress in advancing our lead asset bexmarilimab and solidifying our position in the field of immunotherapy. Throughout the year, we achieved significant clinical and regulatory milestones and presented continuously improving data from the BEXMAB trial in higher-risk myelodysplastic syndrome (HR MDS), demonstrating the potential of bexmarilimab to overcome treatment resistance in areas of high unmet need.
We are now at a pivotal stage in the development of bexmarilimab. With the proposed offering, we aim to conduct a randomised Phase II trial with bexmarilimab in combination with azacitidine in frontline HR MDS. This trial path and design have been discussed with the FDA, and it is in line with the first FDA guidelines for MDS for the industry published in the second half of 2025. Additionally, we aim to support up to five investigator‑initiated trials (IITs) across multiple solid tumours and blood cancers.
Faron has been engaged in several discussions with potential partners for the future development of bexmarilimab. We believe that reaching a strategic partnership or acquisition of sufficient value to achieve a good return for investors is considerably more likely and more value creating with randomised Phase II data in HR MDS and with more combination data in other indications.
With the results generated to date, we are convinced that bexmarilimab has the potential to become the next standard of care in HR MDS and possible other indications.
Join us is making this happen.”
– Juho Jalkanen, CEO and co-founder of Faron
Key strengths of Faron and bexmarilimab
1. Strong safety and efficacy in BEXMAB Phase I/II compared to previously trialled agents
2. Large addressable market of cancers that are difficult to treat, with focus on HR MDS
3. Faron aims to reach key milestones by the end of 2027
4. Potential for future value creation with strong patent protection and committed management
Find out more about the rights offering in the Marketing Brochure
Please note: The marketing brochure only addresses participation by holders of Faron’s shares currently listed and admitted to trading on Nasdaq First North Growth Market Finland.
Practical information
Holders of depository interests representing Faron’s shares admitted to trading on AIM of the London Stock Exchange should consult Computershare Investor Services PLC and refer to the section “Details of the Offer or Admission to Trading” in the English language offering circular, for more information on how to participate.
Important dates
Record date for the offering
12 March 2026
Subscription rights granted in the offering recorded on shareholders’ book-entry accounts
13 March 2026
Subscription period for offer DIs commences
17 March 2026 at 8:00 a.m. (London time)
Trading of subscription rights in the form of DIs commences on AIM
17 March 2026
Trading of subscription rights in the form of DIs expires on AIM
27 March 2026
Suspension of trading in subscription rights on AIM
30 March 2026 from 7:30 a.m. (London time)
Subscription period for offer DIs ends, and any unexercised subscription rights expire without any compensation
31 March 2026 at 11:00 a.m. (London time)
Trading in DIs representing Interim Shares on AIM will commence
On or about 7 April 2026 at 8:00 a.m. (London time)
Announcement of final results of the offering
On or about 9 April 2026
Trading in DIs representing interim shares expires on AIM
On or about 14 April 2026
Registration of new Offer Shares to the CREST accounts of investors
On or about 14 April 2026
Listing of and start of trading in the offer DIs begins on AIM.
On or about 15 April 2026
Questions and answers
Holders of depository interests who are registered in the company’s DI register maintained by Computershare Investor Services Plc on the record date of the offering 12 March 2026 have the right to participate in the offering.
The subscription period for the offer DIs will commence on 17 March 2026 at 8:00 a.m. (London time) and expire on 31 March 2026 at 11:00 a.m. (London time).
Holders of depository interests who are registered in the company’s DI register maintained by Computershare Investor Services Plc on the record date will receive one (1) subscription right for each DI held on the record date.
Thirteen (13) subscription rights will entitle you to subscribe for nine (9) offer DIs.
Any unexercised subscription rights that remain unexercised at the end of the subscription period on 31 March 2026 at 11:00 a.m. (London time) will expire without any compensation.
The objective of the offering is to strengthen Faron’s financial position and to finance the continued development of the company’s lead asset bexmarilimab to the next set of key clinical milestones and expected value inflection points through November 2027, in accordance with the current business plan.
The company aims to raise through the offering total gross proceeds of approximately EUR 40 million, and net proceeds of approximately EUR 32.8 million.
The net proceeds of the offering are mainly intended to be used to finance the randomised, 90-patient Phase II trial with bexmarilimab in combination with azacitidine in frontline high-risk myelodysplastic syndrome (HR MDS).
Additionally, net proceeds are intended to be used to support up to five investigator-initiated trials to further validate bexmarilimab’s potential in combination trials in metastatic melanoma, non-small-cell lung cancer, soft tissue sarcoma, breast cancer (ER+) and leukemia (AML), as well as for working capital and general corporate purposes. The company believes that these additional trials could demonstrate the benefit of bexmarilimab in a broad range of cancers, in addition to HR MDS.
webinar
Register and watch the recordings of the webinar, held on 17 March 2026: at 4 p.m. (London time)
The Company specifies the information provided in the Offering Circular regarding a potential directed share issue as follows: Separately from the offering, the Company may also issue a total of 19,296,473 shares in a directed share issue at a subscription price that is at least equal to the subscription price of the offering (the “Directed Share Issue”). If the Directed Share Issue were to be carried out in full, a total of 15,765,900 new shares and 3,530,573 treasury shares held by the Company would be issued in the Directed Share Issue.
Paavo Koivisto IR & Funding Director paavo.koivisto@faron.com +358 400 845 559
Glossary
BEXMAB
The BEXMAB trial is an open-label Phase I/II clinical trial investigating bexmarilimab in combination with standard of care in the aggressive haematological malignancies of acute myeloid leukemia and myelodysplastic syndrome.
Chemotherapy
Common cancer treatment used to destroy cancer cells and prevent tumour growth.
Clever-1
An immunosuppressive cell receptor involved in scavenging, angiogenesis and cell adhesion.
Clinical development
Human testing (healthy volunteers and patients) of a (potential) pharmaceutical product.
Hematological cancer
Cancer that begins in blood-forming tissue, such as thebone marrow, or in the cells of the immune system
HMA
Hypomethylating agents – a form of chemotherapy usedas the standard of care for treating certain types of bloodcancers, such as higher-risk myelodysplastic syndrome.They work by inhibiting DNA methylation.
HR
High-Risk – Classification of risk according to risk factors affecting the outlook of disease.
Immunotherapy
A type of cancer treatment that utilises the patients’ immune system to fight cancer.
Leukemia
A broad term for cancer of the body’s blood-forming tissues, including the bone marrow and the lymphatic system.
Macrophage
Specialised cell involved in the detection, phagocytosis and destruction of bacteria and other harmful organisms.
MATINS
The MATINS trial was an open label Phase I/II adaptive clinical trial in selected metastatic or inoperable solid tumours to investigate the safety and efficacy of bexmarilimab.
Monocyte
Defence cell present in blood stream, which transforms into a macrophage once entering a tissue. Monocytes participate in observing bacteria, and other harmful organisms, phagocytosis and presenting antigens.
Myelodysplastic syndrome (MDS)
A group of bone marrow disorders characterised by abnormal production of blood cells.
Phase I clinical trial
A clinical trial which assesses the safety of a drug and usually includes a small number of volunteers. The trial is designed to determine the effects of a drug in humans including how it is absorbed, metabolised, and excreted. This phase also investigates the side effects that occur as dosage levels are increased.
Phase I/II clinical trial
In a Phase I/II trial a drug is first time administered to real patients. The first study phase is usually referred as phase I/II if a trial can provide information not only on safety and tolerability, but also efficacy in that indication, automatically expanding to a Phase II study to determine preliminary efficacy to achieve a clinical proof of concept in an expedited manner.
Phase II clinical trial
A clinical trial with a small number of patients (usually 20–30) to determine safety and efficacy of a new medicine and the nature of any side effects.
Phase III clinical trial
The final stage of clinical trials prior to seeking regulatory approval. The trial is designated to determine efficacy and safety of a drug in a large number of patients (usually several hundred).
Receptor
Proteins either inside a cell or on its surface which receive signals.
Tumour
Abnormal growth of cells that can be benign (not cancerous) or malignant (cancerous).
Important notice
The contents of this webpage are not an offer of securities for sale into the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act“), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no intention to register the securities in the United States or to make a public offering in the United States. Any sale of the securities in the United States will be made solely to a limited number of “qualified institutional buyers” as defined in Rule 144A in reliance on an exemption from the registration requirements of the Securities Act.
The distribution of the contents of this webpage may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication, distribution or release, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa or any other jurisdiction in which the distribution, publication or release would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. The contents of this webpage are not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.
In any EEA Member State, other than Finland, the content of this webpage is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation“).
In the United Kingdom, this webpage is only directed at (a) members of the Company; and (b) “qualified investors” within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the “POATR“) who are also (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being “Relevant Persons“). This webpage must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Persons distributing the contents of this webpage must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this webpage relates is only available to Relevant Persons in the United Kingdom and will only be engaged in with such persons.
In the United Kingdom, no prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained or referred to in this webpage and no such document is required to be published (in accordance with the POATR or the AIM Rules of the London Stock Exchange). The contents of this webpage have not been approved by the Financial Conduct Authority (the “FCA“) or the London Stock Exchange.
No part of this webpage, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this webpage has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this webpage. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
Caution regarding forward-looking statements
Certain statements on this webpage are, or may be deemed to be, forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ”believe”, ”could”, “should”, “expect”, ”envisage”, ”estimate”, ”intend”, ”may”, ”plan”, ”potentially”, ”will” or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Company’s current expectations and assumptions regarding the completion and use of proceeds from the offering, the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Company’s current beliefs and assumptions and are based on information currently available to the Company.
A number of factors could cause actual results to differ materially from the results and expectations discussed in the forward-looking statements, many of which are beyond the control of the Company. In addition, other factors which could cause actual results to differ materially include the ability of the Company to successfully licence its programmes, risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets or other sources of funding, reliance on key personnel, uninsured and underinsured losses and other factors. Although any forward-looking statements contained in this webpage are based upon what the Company believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Subject to any continuing obligations under applicable law, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.
