Curatis AG entered into a transaction agreement to acquire Kinarus Therapeutics Holding AG (SWX:KNRS) for CHF 18.3 million in a reverse merger transaction on January 29, 2024. Under the terms of the Transaction Agreement, shareholders of Curatis shall exchange each outstanding Curatis share (into one newly issued Kinarus Holding share, whereby the consideration consists of approx. 14x the number of outstanding Kinarus shares (the ?Consideration Shares?). Kinarus Holding shall be renamed to Curatis Holding AG with a proposed change of ticker symbol to (?CURE?) and the domicile of the Company be moved to Liestal, Basel-Landschaft. All shareholders of Curatis shall contribute and exchange their Curatis Shares (as a contribution in kind in an ordinary capital increase of Kinarus Holding) into Consideration Shares in the context of this contemplated transaction. In addition to the Combination Transaction, Kinarus Holding and Curatis have placed an offer with the bankruptcy administrator ("Konkursverwaltung") of Basel-Stadt to purchase selected assets (patents, products and precursor, intellectual property as well as data of Kinarus AG in Liquidation relating to their lead product candidate, KIN001) from the bankruptcy estate of Kinarus AG in Liquidation, a 100% subsidiary of Kinarus Holding. Concurrently, also subject to approval by the Extraordinary General Meeting of Kinarus Holding, the Company will reduce the nominal value of the New Kinarus Shares from CHF 44.80 post Reserve Share Split to CHF 0.10 with a swap of CHF 44.70 in nominal amount per New Kinarus Share from share capital into statutory capital reserves. As a result, the nominal value per New Kinarus Shares will be CHF0.10. The final details of the Reverse Share Split transaction are expected to be announced together with the invititation to the Extraordinary General Meeting of Kinarus Holding in February 2024. As a result of all these transactions, the currently outstanding share capital of Kinarus Holding will be aggregated in the ratio 4,480:1, leading to 292,450 New Kinarus Shares post Reverse Share Split. In the context of the closing of the Combination Transaction, 4,093,916 New Kinarus Shares will be issued and used to settle the Combination Transaction with a share exchange ratio 1:1 for Curatis shares. Post the implementation of the Transaction, Kinarus Holding is expected to have an issued share capital of CHF438,636.60, divided into 4,386,366 New Kinarus Holding shares with nominal value CHF0.10 each. In addition, Kinarus Holding will have a maximum of approx. 850,000 options outstanding to third parties to purchase New Kinarus Shares so that the maximum total amount of fully diluted number of New Kinarus Shares outstanding is approximately 5,250,000. In the context of the Combination Transaction, it is envisaged that an up to CHF 5.5 milllion financing transaction in the form of a Mandatory Exchangeable Loan Note issued by Curatis (the ?Financing Round?) is implemented. The closing of the Transaction is subject to various conditions Approval by the courts of Basel-Stadt to revert bankruptcy for Kinarus Holding, Approval of all proposed resolutions to the Extraordinary General Meeting of Kinarus Holding, being scheduled for on or around end of February or early March 2024, Approval by the SIX Swiss Exchange of the listing of the newly issued shares of Kinarus Holding in the frame of the Transaction and Approval by the bankruptcy administrator ("Konkursverwaltung") of Basel-Stadt to sell the assets, patents, IP and data relating to KIN001 in line with the submitted offer by Kinarus Holding and Curatis. The Transaction is expected to close in Q2 2024.As of February 6, 2024, the courts of Basel-Stadt have revoked the bankruptcy of Kinarus Holding. As of March 1, 2024, The shareholders of Kinarus Therapeutics at the Extraordinary General Meeting has approved the Business Combination with Curatis. In addition to Kinarus Holding shareholder approval, completion of the proposed Business Combination is subject to satisfaction of certain other conditions. Closing of the Transaction is expected to occur at the end of April 2024.

YUMA Capital acts as overall financial advisor and investor relations advisor for this contemplated Transaction.