DGAP-News: MOLOGEN AG: Capital increase through rights issue with subscription rights of existing shareholders

PRESS RELEASE N 20/2018 of 3 September 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

MOLOGEN AG: Capital increase through rights issue with subscription rights of existing shareholders

- Issuing of up to 3,768,643 new shares

- Shareholders granted subscription rights at a ratio of 2:1

- Subscription price of EUR4.70 per new share

Issue proceeds to be used partly for funding the IMPALA trial and for the further development of EnanDIM^(R)

Berlin, 3 September 2018 - The Executive Board of the biotechnology company MOLOGEN AG resolved on 1 September 2018, with the approval of the Supervisory Board, a capital increase against contribution in cash. The Company's share capital shall be increased from EUR7,537,287 by up to EUR3,768,643 to up to EUR11,305,930 by issuing up to 3,768,643 new bearer ordinary shares with a proportional amount in the share capital of EUR1.00 per share for contribution in cash. Subject to approval of the relevant prospectus by the German Federal Financial Supervisory Authority (BaFin - Bundesanstalt für Finanz-dienstleistungsaufsicht) the new shares are to be offered to shareholders of the Company as part of a public offering in Germany and Luxembourg by means of indirect subscription rights during a 17-days subscription period. The subscription price per new share amounts to EUR4.70, and the subscription ratio is 2:1. This means that for each two existing shares in the Company a subscription right for one new share is allocated. The record date for the allocation of subscription rights on the basis of the number of shares held by shareholders on that date is provisionally scheduled for 6 September 2018 (after close of trading), the day before the start of the provisionally scheduled subscription period.
Any new shares that are not subscribed for during the subscription period shall be offered to qualified investors in selected countries as part of an international private placement. MAINFIRST BANK AG is the sole bookrunner for the transaction.

"The inflow of funds resulting from the capital increase together with the potential contribution from MOLOGEN's Partner ONCOLOGIE is currently expected to secure the financing of our pivotal IMPALA clinical study until real-out, expected in April 2020. Furthermore, another part of the funds would be used to drive forward the further development of lefitolimod's follow-up compound EnanDIM^(R)", says Walter Miller, Chief Financial Officer of MOLOGEN AG.

Use of funds primarily for the further development of the Company's lead compound lefitolimod
Should the capital increase be placed in full, the Company expects to receive gross proceeds of around EUR18 million. This amount would be partly used for the further funding of the ongoing pivotal IMPALA clinical study with lefitolimod in the indication of colorectal cancer and for the production of further clinical medication. These funds - together with the potential contribution from MOLOGEN's partner ONCOLOGIE - are currently expected to entirely finance the Phase III IMPALA clinical study until read-out, expected in 2020. Furthermore, another part of the funds from the capital increase is intended to be used to further develop the follow-on compound EnanDIM^(R) through pre-clinical development, in order to enable the potential start of clinical trials in 2019.

In August 2018 MOLOGEN signed a term sheet for the global partnership with ONCOLOGIE, an US oncology therapeutics company. The term sheet envisages that all rights lefitolimod, including intellectual property (IP) and know-how, will be transferred to ONCOLOGIE. In return, MOLOGEN would receive short-term as well as development and sales milestone payments. The co-development agreement would provide an opportunity to fully realize the potential of lefitolimod in combination with other immuno-oncology drugs and in additional indications outside the colorectal cancer (CRC) maintenance setting. Success in additional indications would bring in additional milestones and royalties representing substantial value for MOLOGEN. The potential total deal value amounts to over EUR1 billion plus low double digit royalties on net sales.

Rights offering and prospectus
The public offering of the new shares is conditional to and purely based on a prospectus yet to be approved by the German Federal Financial Supervisory Authority (BaFin - Bundesanstalt für Finanzdienstleistungsaufsicht) which is currently expected for 5 September 2018. The prospectus contains detailed information including the risks related to the rights offering and will be published on MOLOGEN's website immediately after approval at www.mologen.com.

MOLOGEN shareholders will only be able to exercise their subscription rights to shares during the 17-days subscription period that is provisionally scheduled for the period from 7 September 2018 (00:00) to 24 September 2018 (00:00). Shareholders will additionally be granted the option of buying any shares that are not subscribed by other shareholders (oversubscription rights). However, in principle, shareholders have no legal right to allocation of such shares as part of oversubscription. Any new shares that are not subscribed for during the subscription period shall be offered to qualified investors in selected countries as part of an international private placement. Inclusion of the new shares under the Company's existing listing (ISIN DE000A2LQ900, SIN A2L Q90) is planned for 4 October 2018.

Important note:
This announcement is not an offer of securities for sale in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offering of the securities in the United States of America. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

MOLOGEN AG
MOLOGEN AG is a biopharmaceutical Company and a pioneer in the field of immunotherapy on account of its unique active agents and technologies. Alongside a focus on immuno-oncology, MOLOGEN develops immunotherapies for the treatment of infectious diseases.
The focus of the development work is on the product family of DNA-based TLR9 agonists. This includes the lead compound lefitolimod and the next-generation molecule family EnanDIM^(R).

The immunotherapeutic agent lefitolimod is the Company's lead compound and is currently being investigated in a pivotal trial. It is regarded as the best-in-class TLR9 agonist. Treatment with lefitolimod triggers a broad and strong activation of the immune system. On account of this mode of action, lefitolimod could potentially be used in various indications. Lefitolimod is currently being developed within the framework of a pivotal study for first line maintenance therapy for colorectal cancer. Key data of the phase II IMPULSE study in small cell lung cancer have been announced in April 2017, and the final analysis in the first quarter 2018 confirmed the data. Furthermore, data from the extension phase of the TEACH study in HIV have also been published in 2017. In addition, lefitolimod is currently being investigated in a phase I combination study with the checkpoint inhibitor ipilimumab (Yervoy^(R)) in various cancer indications.
Along with various checkpoint inhibitors, lefitolimod, which is being investigated as part of a phase III clinical trial currently, is one of the few near-to-market product candidates in the field of immuno-oncology.
MOLOGEN's pipeline focus is on new innovative immunotherapies to treat diseases for which there is a great medical demand in particular.

MOLOGEN AG is a publicly listed Company, headquartered in Berlin. The shares (ISIN, DE000A2LQ900/SIN: A2L Q90) are listed in the Prime Standard of the German Stock Exchange.

www.MOLOGEN.com

Contact

Claudia Nickolaus
Head of Investor Relations & Corporate Communications
Tel: +49 - 30 - 84 17 88 - 38
Fax: +49 - 30 - 84 17 88 - 50
investor@MOLOGEN.com

Note about risk for future predictions
Certain information in this report contains forward-looking statements or the corresponding statements with negation or versions deviating from this or comparable terminology. These are described as forward-looking statements. In addition, all of the information given here that refers to planned or future results of business areas, key financial figures, developments of the financial situation or other financial figures or statistical data, is to be understood as such forward-looking statements. The company points out to investors that they should not rely on these forward-looking statements as predictions about actual future events. The company is not obligated and refuses to accept any liability for the forward-looking statements and has no obligation to update such statements in order to accurately reflect the current situation.