DGAP-News: MOLOGEN: Issuance of first convertible notes to ONCOLOGIE without subscription rights

PRESS RELEASE N 19/2018 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: Issuance of first convertible notes to ONCOLOGIE without subscription rights

            - First step of implementation of the agreed Term Sheet with ONCOLOGIE Inc.

- Zero interest mandatory convertible notes with a volume of EUR2 million; term of 5 years

- Initial conversion price at EUR9.702: 10-days volume weighted average (stock) price (XETRA) plus a 30% premium; short-term cash inflow

Berlin, 3 September 2018 - The biopharmaceutical company MOLOGEN AG resolved, with the approval of the Supervisory Board, the issuance of convertible notes with a total nominal value of EUR2 million and a term of five years. The initial conversion price of EUR9.702 corresponds to the 10-days volume weighted average (stock) price (XETRA) plus a 30% premium. The convertible notes have been issued under the exclusion of subscription rights from the shareholders and have been completely subscribed by ONCOLOGIE Inc. By issuing the convertible notes, MOLOGEN receives net proceeds amounting to approximately EUR2 million which contribute to the overall funding for the completion of the IMPALA clinical trial until read-out including the scale-up of the production process.

The subscription of the convertible notes is part of the recently signed term sheet outlining the framework for a global transfer of MOLOGEN's lead compound lefitolimod to ONCOLOGIE and an expansion of the existing global co-development agreement between MOLOGEN and ONCOLOGIE. Thereafter, MOLOGEN would receive a near-term consideration in the aggregated amount of EUR23 million. The overall transaction would secure the major part of the funding for the pivotal IMPALA clinical study until read-out, projected for 2020.

Dr Ignacio Faus, Chief Executive Officer (CEO) of MOLOGEN: "We now receive the first part of the near-term consideration of a total of EUR23 million; the overall potential deal value exceeds EUR1 billion. This collaboration would not only cover a very substantial part of the funding for our pivotal IMPALA clinical trial but would also allow for a timely conduct of lefitolimod combination studies to fully exploit its potential in immuno-oncology."

Under the Term Sheet, ONCOLOGIE committed to invest in zero interest mandatory convertible bonds ("MCB") with a term of five years and a nominal value of EUR2 million. Such MCBs will be issued by MOLOGEN to ONCOLOGIE without subscription rights of the existing shareholders backed by the existing conditional capital 2018. The initial conversion price of EUR9.702 corresponds to the 10-days volume weighted average (stock) price (XETRA) immediately preceding the Company's decision to actually issue the respective MCB plus a 30% premium. The issuance of the MCB takes place today, on 3 September 2018. ONCOLOGIE is entitled to convert the first convertible notes into MOLOGEN shares starting from and including 2 January 2019 to and including the 40^th day prior to the Maturity Date on 3 September 2023. Unless converted before the 40th Trading Day prior to the maturity date, MOLOGEN will redeem the outstanding Notes on the Maturity Date.

The subscription of these first MCBs also discharges ONCOLOGIE's equity investment obligation in the amount of EUR2 million under the existing license and co-development agreement announced on 13 February 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.
ONCOLOGIE, Inc
ONCOLOGIE is an oncology therapeutics company committed to delivering better outcomes for cancer patients through an improved understanding of which patients will benefit from each drug in the pipeline. The current pipeline is focused on mid-stage clinical programs that modify the immune system to enhance efficacy of current standards of care and emerging immunotherapy agents. Headquartered in Boston, Massachusetts and Shanghai, China, Oncologie is working with global partners to acquire and develop innovative drugs for cancer patients around the world. WWW.ONCOLOGIE.INTERNATIONAL

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.