Agreement on the Acquisition of Almost All Assets – Biotech Investments

Epigenomics AG: Agreement on the Acquisition of Almost All Assets

Berlin, Germany, July 24, 2023 – Epigenomics AG (Frankfurt Prime Standard: ECX1, OTCQX: EPGNY; the “Company”) entered today into an agreement (the “Agreement”) on the acquisition of almost all its assets with New Day Diagnostics LLC (the “Acquirer”), a U.S. full-service diagnostics and CRO services company. This successfully concludes the negotiations on such an agreement announced in the ad hoc announcement dated June 12, 2023. Under the Agreement, the Company undertakes in particular to transfer all its patents as well as its entire biobank to the Acquirer and thus transfers all its assets within the meaning of Sec. 179a of the German Stock Corporation Act to the Acquirer. Therefore, in addition to other closing conditions, the agreement requires the approval of the shareholders’ meeting of the Company. The shareholders’ meeting is scheduled for September 11, 2023, and, in addition to approving the Agreement, is also to resolve on a corresponding amendment to the corporate purpose of the Company.

In return, the Company receives a purchase price of up to USD 12.05 million, which consists of the following elements:

• cash payments in the amount of USD 1.8 million which become due in the amount of USD 0.5 million at closing, USD 1.0 million on December 1, 2023 and USD 0.3 million on June 30, 2024;
• additional cash payments in the amount of up to USD 8.0 million which become due when certain milestones related to Epi proColon and in particular Epi proColon “Next-Gen” are reached; as well as
• a shareholding of 3.0% in the Acquirer, in any case, valued at USD 2.25 million.

In addition, the Company receives license payments and earn-out payments (mainly in the form of royalties on sales), which the Company will receive in the event of commercialization of Epi proColon “Next-Gen” likely until October 2043, the end of the patent lifetime.

Contact:
Company
Epigenomics AG, Bertha-Benz-Strasse 5, 10557 Berlin
Tel +49 (0) 30 24345 0, Fax +49 (0) 30 24345 555, Email: contact@epigenomics.com

Investor Relations
IR.on AG, Frederic Hilke, Tel +49 221 9140 970, Email: ir@epigenomics.com

Note on forward-looking statements

This publication expressly or implicitly contains forward-looking statements concerning Epigenomics AG and its business. These statements involve certain known and unknown risks, uncertainties and other factors that may cause Epigenomics AG’s actual results, financial condition and performance to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Epigenomics makes this announcement as of the date of this release and does not intend to update any forward-looking statements contained herein as a result of new information or future events or otherwise.