KINARUS THERAPEUTICS HOLDING AG
Kinarus Therapeutics Holding AG / Key word(s): Acquisition/Insolvency Ad hoc announcement pursuant to Art. 53 LR NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITALY, CANADA, SOUTH AFRICA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. Basel, Switzerland, 6 February 2024: Kinarus Therapeutics Holding AG (SIX:KNRS) (“Kinarus Holding”, “KNRS” or the “Company”), a SIX Swiss Exchange listed therapeutic drug development company has been informed on 5 February 2024 that the courts of Basel-Stadt have revoked the bankruptcy of Kinarus Holding. The revocation of bankruptcy is one of the conditions for the consummation of the business combination contemplated by the transaction agreement signed by Kinarus Holding and Curatis AG, as announced and further described in the press release dated 29 January 2024 ("Press Release"). Furthermore, Kinarus Holding has scheduled an Extraordinary General Meeting for Friday, 1 March 2024 to propose the resolutions required for the business combination with Curatis AG and to propose Ernst & Young AG to be elected as the Company's statutory auditor. The respective invitation will be disseminated on Thursday, 8 February 2024. Also, Kinarus Holding has mandated Reyl & Cie SA as Paying Agent for the reverse share split in the ratio of 4,480:1 and the settlement of the business combination between Kinarus Holding and Curatis AG expected to be implemented in Q2 2024. About Kinarus Therapeutics Holding AG Kinarus AG in Liquidation (www.kinarus.com) was founded in 2017 by experienced pharmaceutical executives in Basel, Switzerland. The Kinarus Group consists of the SIX Swiss Exchange listed Kinarus Therapeutics Holding AG and the operating fully owned subsidiary Kinarus AG in Liquidation. Both Kinarus Therapeutics Holding AG and Kinarus AG in Liquidation have filed for bankruptcy in September 2023 after a financing agreement with a Chinese investment company in May 2023 has not led to the agreed payments. Kinarus AG in Liquidation possesses the exclusive worldwide license to pamapimod, covering all indications, and has patented KIN001, its novel mechanism in combination with pioglitazone. Kinarus Holding has announced on 29 January 2024 that it has entered into a transaction agreement with Curatis AG regarding a contemplated business combination (as further described in the press release dated 29 January 2024). Curatis AG has settled all liabilities which were filed in the creditors' call (Schuldenruf) of Kinarus Therapeutics Holding AG. Kinarus AG in Liquidation remains in liquidation. For more information, please visit the company’s website at www.kinarus.com. Investor Relations Contact Disclaimer THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS WITHIN THE MEANING OF SWISS FINANCIAL SERVICES ACT (“FINSA”), NOR A PROSPECTUS UNDER ANY OTHER APPLICABLE LAWS AND SHOULD NOT BE TREATED AS OFFERING MATERIALS OF ANY SORT AND IS FOR INFORMATION PURPOSES ONLY. THE INFORMATION CONTAINED HEREIN IS IN SUMMARY FORM AND MUST BE CONSIDERED IN CONJUCTION WITH AND SUBJECT TO THE PUBLICLY AVAILABLE INFORMATION OF KINARUS THERAPEUTICS HOLDING AG. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON OR ANY PURPOSE, WITHOUT THE PRIOR WRITTEN CONSENT OF KINARUS THERAPEUTICS HOLDING. This document contains certain forward-looking statements. Other written materials, as well as other written and oral statements made to the public, may also contain forward-looking statements. Forward-looking statements can be identified by words such as “potential,” “expected,” “will,” “planned,” “pipeline,” “outlook,” “may,” “could,” “would,” “anticipate,” “seek,” or similar terms, or by express or implied discussions regarding potential new products, potential new indications for existing products, or regarding potential future revenues from any such products; or regarding the potential outcome, or financial or other impact on Kinarus Therapeutics Holding AG, of any of the transactions described; or regarding potential future sales or earnings of the group or any of its divisions or potential shareholder returns; or by discussions of strategy, plans, expectations or intentions. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. You should not place undue reliance on these statements. This document is not an offering circular or prospectus and is being furnished to you solely for your information and may not be reproduced, redistributed or made available in whole or in part to any other person for any purpose, without the prior consent of Kinarus Therapeutics Holding AG. This document is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy, any security nor is it a recommendation to buy or sell any security. Any decision to subscribe to any securities should only be made on the basis of an independent review by you of Kinarus Therapeutics Holding AG publicly available information. Kinarus Therapeutics Holding AG does not accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this document or the publicly available information on Kinarus Therapeutics Holding AG. We provide the information in this document as of the date hereof and the information contained in this document is subject to change at any time. We do not intend, and do not assume any obligation, to update any information or forward-looking statements set out in this document as a result of new information, future events or otherwise. Kinarus Therapeutics Holding AG shall not be responsible for, or for investigating, any matter which is the subject of any statement, representation, warranty or covenant of Kinarus Therapeutics Holding AG contained in any other agreement or document relating to a transaction (including the contemplated Combination Transaction with Curatis AG announced with a media release on 29 January 2024, the "Transaction"), or for the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence thereof. This document is not for distribution, directly or indirectly in or into the United States (as defined in Regulation S under the US Securities Act of 1933, as amended ("US Securities Act")). This document is not an offer to sell securities, or the solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities mentioned in this document have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States absent registration or exemption from registration under the US Securities Act. There will be no public offer of the securities in the United States or in any other jurisdiction. The securities in connection with this Transaction may not be offered to the public in any jurisdiction in circumstances which would require Curatis AG or Kinarus Therapeutics Holding AG to prepare or register any prospectus or offering document relating to the securities in connection with the Transaction in such jurisdiction. End of Inside Information |
1830741 06-Feb-2024 CET/CEST
