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Fundraisings and IPOs

Date: 2013-08-18

Type of information: Fundraising

Company: Epigenomics (Germany)

Investors: Yorkville Advisors LLC (USA)

Amount: € 5 million

Funding type: bond financing

Planned used:

Epigenomics expects that the proceeds from the issuance of these bonds will help to fund the business operations up to and possibly beyond the FDA approval of its lead product, Epi proColon®, a blood-based test for the detection of colorectal cancer.

Others:

* On August 30, 2013, Epigenomics has announced that upon registration of the conditional capital of the Company today successfully completed the issuance of convertible bonds with a nominal amount of € 500,000. These convertible bonds constitute the first tranche of a total issuance of up to € 5m guaranteed by an agreement between YA Global Master SPV Ltd and the Company. Following successful conversion or repayment of already issued tranches, the issuance of possible further tranches will be subject to future discretionary decisions by the Executive Board of the Company. Excluding pre-emptive rights to existing shareholders, the convertible bonds will be issued to YA Global exclusively at a subscription price of 95% of the nominal amount. The bonds carry no interest, have a term until May 29, 2014 and are convertible into shares of Epigenomics immediately upon their issuance at the full discretion of the bearer of the bonds. The conversion price equals the average trading price of Epigenomics shares during a 5 day period prior to the time of conversion less a 5% discount, but cannot be lower than € 2.10. Further details regarding the terms and conditions in connection with the issuance of convertible bonds according to the agreement with YA Global were announced by the ad hoc notification dated August 18, 2013.
* On August 18, 2013, Epigenomics has announced that it has entered into an agreement with YA Global Master SPV Ltd. a fund managed by Yorkville Advisors, through which it secured a convertible bond financing for up to EUR 5m. Under the terms of the agreement, YA Global Master SPV Ltd., over a period of up to two years, is obliged to purchase convertible notes with a total nominal amount of € 5m at a purchase price of 95% of the nominal amount.
Epigenomics may issue the convertible notes in tranches of € 500,000 each at its sole discretion. A tranche comprises 500 convertible notes in the form of bearer bonds each with a nominal value of € 1,000 and transferrable only upon approval of Epigenomics. The convertible notes will only be issued and may only be traded in lots with a total nominal value of €125,000. The bonds carry no interest, have a term of nine months and are convertible into shares of Epigenomics immediately upon issuance at the discretion of the bearer of the bonds. The conversion price equals the average trading price of Epigenomics shares during a 5 day period
prior to the time of conversion less a 5% discount, but cannot be lower than 80% of the prevailing share price at the time of the issuance of the convertible bonds. To the extent permitted by the existing authorization of Epigenomics’ General Shareholders' Meeting, the bonds will be issued without pre-emptive rights to existing shareholders. Currently Epigenomics has the authorization to issue convertible bonds that may be converted into up to 1,196,783 shares without offering those pre-emptive rights. Further convertible bonds resulting in the issuance of up to an additional 3,933,217 shares may be issued with pre-emptive rights to existing shareholders.

Therapeutic area: Diagnostic - Cancer - Oncology

Is general: Yes