Pentixapharm Holding AG Sets Price Range for Planned IPO – Biotech Investments

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Press Release

Pentixapharm Holding AG Sets Price Range for Planned IPO

• Offering of up to 3.9 million new shares at a price range of EUR 4.70 to EUR 6.00 per share
• IPO proceeds to secure financing for further development of promising product pipeline in the rapidly growing field of radioligand therapies
• Subscription period for institutional and retail investors begins on September 24, 2024, and is expected to end on October 1, 2024
• First trading day on the Prime Standard of the Frankfurt Stock Exchange anticipated on October 3, 2024
• High free float of over 60% expected post-IPO

Berlin and Würzburg, Germany, September 23, 2024 – Pentixapharm Holding AG (“Pentixapharm”), a biopharmaceutical company focused on developing innovative first-in-class radiopharmaceuticals for the diagnosis and therapy (“theranostics”) of blood cancer and other widespread indications not yet treated with radiopharmaceuticals, announces details of its planned initial public offering (“IPO”) on the Prime Standard of the Frankfurt Stock Exchange. The German Federal Financial Supervisory Authority (BaFin) has today approved the prospectus for the public offering in Germany and the listing of Pentixapharm shares.

The IPO price range has been set at EUR 4.70 to EUR 6.00 per share. The final offer price will be determined based on a bookbuilding process at the end of the offering period, which begins on September 24, 2024, and is expected to end on October 1, 2024, at 12:00 p.m. CEST for retail investors and at 2:00 p.m. CEST for institutional investors.

The public offering comprises up to 3,900,000 registered shares. There is no over-allotment option (“greenshoe”). In addition to the offered shares, 50,000 nominal shares and 20,845,477 spin-off shares will be admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard). The spin-off shares result from a capital increase in kind resolved by the extraordinary general meeting on June 26, 2024, consisting of all shares held by Eckert & Ziegler SE in Pentixapharm AG following the spin-off of Pentixapharm AG approved by Eckert & Ziegler SE’s general meeting on the same day. In total, up to 24,795,477 registered shares of Pentixapharm Holding AG will be admitted to trading. All shares have a notional value of EUR 1.00 per share in the company’s share capital and carry full dividend rights from March 25, 2024.

Proceeds from the Offering to Fund Further Development of the Product Pipeline

Assuming full placement of the shares, the IPO would result in a market capitalization of EUR 132.7 million at the midpoint of the bookbuilding range. The expected gross proceeds for Pentixapharm from the placement of new shares amount to between EUR 18.3 million and EUR 23.4 million, based on the bookbuilding range and the maximum number of 3.9 million offer shares. With an additional convertible bond of up to EUR 18.5 million subscribed by the listed Eckert & Ziegler SE, Pentixapharm would have over EUR 39 million in additional financial resources at the midpoint of the bookbuilding range to implement the first phase of its growth strategy.

The proceeds from the IPO are primarily intended for the further development of the company’s product pipeline. The growth strategy in the coming years is focused on the clinical development and approval of main candidates, Ga68-PentixaFor and Y90-PentixaTher, as well as on strategic partnerships and potential acquisitions in the field of radiopharmaceuticals. The IPO is thus a milestone on the planned path toward commercialization of well-validated programs. Lead candidate PentixaFor is already in Phase III clinical development in Europe.

Dr. Hakim Bouterfa, CEO of Pentixapharm Holding AG, commented: “We are now in the home stretch with our IPO plans and are pleased with the positive feedback from investors. Our goal is to make the stock attractive to investors who join early and to minimize the dilution of Eckert & Ziegler SE shareholders who become Pentixapharm shareholders as a result of the spin-off. Therefore, only a limited number of shares are being offered in the IPO. We are convinced of a positive development of Pentixapharm and aim to achieve further milestones in the coming months.”

Dr. Andreas Eckert, Chairman of the Supervisory Board of Pentixapharm Holding AG, stated: “Pentixapharm has an attractive product pipeline and is gaining access to capital market investors through the IPO. As previously announced, as part of the spin-off of Pentixapharm from Eckert & Ziegler SE, Eckert Wagniskapital und Frühphasenfinanzierung GmbH is also participating in the IPO, underscoring its confidence in Pentixapharm. For future investments, several options are available, including further capital measures or other financing possibilities such as collaborations with established pharmaceutical companies. The current valuations of companies in the field of radiopharmaceuticals with programs in clinical trials in the US underscore the potential that investors see in this field.”

IPO Targeted at Both Institutional and Retail Investors Interested in Pentixapharm’s Innovative Growth Model

The shares will be offered as part of a public offering in Germany and an international private placement. The offering is aimed at both institutional and retail investors. Retail investors in Germany can place purchase orders in the public offering one day after the start of the offer period, i.e., from September 25, 2024, exclusively via the DirectPlace© subscription functionality of the Frankfurt Stock Exchange or through their custodian bank. Qualified investors can place purchase orders directly with BankM AG, acting as sole global coordinator and sole bookrunner, during the offer period. The free float after the IPO is expected to be over 60%. The main shareholder of Pentixapharm is Eckert Wagniskapital und Frühphasenfinanzierung GmbH, which will hold 31.57% of the share capital after the completion of the spin-off.

Admission to trading is expected on October 2, 2024. On October 3, 2024, the listing of the existing shares and the spin-off shares of Pentixapharm Holding AG under the ticker symbol “PTP” and the International Securities Identification Number (ISIN) DE000A40AEG0 is scheduled to take place on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. The offer shares are expected to be traded from October 10, 2024, following the registration of the capital increase in the commercial register and the admission decision by the Deutsche Börse AG.

The securities prospectus regarding the public offering and the admission of the shares to trading on the regulated market (Prime Standard) was approved today by the German Federal Financial Supervisory Authority (BaFin) and is available in the Investor Relations section of the company’s website at www.pentixapharm.com.

About Pentixapharm Holding AG

Pentixapharm Holding AG was founded in 2024 to incorporate all shares held by Eckert & Ziegler SE in Pentixapharm AG, based in Würzburg, following the spin-off resolved by the Annual General Meetings of Eckert & Ziegler SE and Pentixapharm Holding AG on June 26, 2024. It is intended to list Pentixapharm Holding AG on the Prime Standard of the Frankfurt Stock Exchange.

Pentixapharm AG is a clinical-stage radiopharmaceutical development company founded in 2019 with its headquarters in Würzburg, Germany. It is committed to developing CXCR4 ligand-based first-in-class radiopharmaceutical approaches for diagnostic and therapeutic programs in a number of hematological and solid cancers, as well as cardiovascular, endocrine and inflammatory diseases.

Pentixapharm’s clinical pipeline includes PentixaTher, an Yttrium-90-based therapeutic against non-Hodgkin lymphomas (NHL), and PentixaFor, a Gallium-68-based companion diagnostic. Clinical studies for both compounds have already commenced in Europe, including a dose-finding study for PentixaTher and a Phase III registration study for PentixaFor in marginal zone lymphoma. Additionally, PentixaFor is being developed as a diagnostic tool for primary aldosteronism (PA), a major cause of hypertension. Pentixapharm is currently preparing a US-centric Phase III registration study with PentixaFor in PA that will start in 2025.

For more information, please contact:

Pentixapharm Holding AG
Phillip Eckert, Investor Relations
phillip.eckert@pentixapharm.com
Tel. +49 30 94 10 84 227
www.pentixapharm.com

Media Contact:
MC Services AG
Anne Hennecke
Tel. +49 211 529252 22
anne.hennecke@mc-services.eu

Important Notice

This announcement is an advertisement for the purposes of the prospectus regulation EU 2017/1129, as amended (“Prospectus Regulation”): lt does not constitute an offer to purchase any shares in Pentixapharm Holding AG and does not replace the securities prospectus which will be available free of charge, together with the relevant translation of the summary, in the IR section of the Pentixapharm Group website at https://www.pentixapharm.com/. The approval of the securities prospectus by the German Federal Financial Supervisory Authority (“BaFin”) should not be understood as an endorsement of the investment in any shares in Pentixapharm Holding AG. Investors should purchase shares solely on the basis of the prospectus (including any supplements thereto, if any) relating to the shares and should read the prospectus which is yet to be published (including any supplements thereto, if any) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Investment in shares entails numerous risks, including a total loss of the initial investment.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Neither this announcement nor the publication in which it is contained is for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (“United States”). The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in Pentixapharm Holding AG in any jurisdiction. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, in or into the United States absent such registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, in each case in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities in the United States.

Subject to certain exceptions under applicable law, the securities referred to in this announcement may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the securities in Australia, Canada, South Africa or Japan.

In member states of the European Economic Area (other than Germany), this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.

In the United Kingdom, this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129 and amendments thereto) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (“Order”) or (ii) are high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons being referred to as “Relevant Persons”). In the United Kingdom, this announcement is directed only at Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons and it should not be relied on by anyone other than a relevant person.

This announcement does not purport to contain all information required to evaluate the Pentixapharm Holding AG and its future combined subsidiaries (i.e. Pentixapharm AG, Würzburg , and the 100 % subsidiary of Pentixapharm AG, Myelo Therapeutics GmbH, Berlin) upon the completion of the spin-off by absorption (Abspaltung zur Aufnahme) in accordance with the German Transformation Act (Umwandlungsgesetz) of all of the shares held by Eckert & Ziegler SE, Berlin in Pentixapharm AG to Pentixapharm Holding AG (“Spin-off” and such combined subsidiaries together with Pentixapharm Holding AG “Pentixapharm Group”) and/or their financial position and, in particular, is subject to amendment, revision, verification, correction, completion and updating in its entirety. Neither (i) Pentixapharm Holding AG nor (ii) BankM AG (“Bank“, and together with Pentixapharm Holding AG “Persons“), or any of the respective directors, officers, personally liable partners, employees, agents, affiliates, shareholders or advisers of such Persons may notify you of changes nor is under an obligation to update or keep current the announcement or to provide the recipient thereof with access to any additional information that may arise in connection with it, save for the making of such disclosures as are required by mandatory provisions of law. This announcement does not constitute investment, legal, accounting, regulatory, taxation or other advice.

No person is authorized to give any information or to make any representation not contained in and not consistent with this announcement and, if given or made, such information or representation must not be relied upon as having been authorized by or on behalf of Pentixapharm Holding AG or any Person.

Certain market positioning data about Pentixapharm Holding AG and Pentixapharm Group included in this announcement is sourced from or based on third-party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the fairness, quality, accuracy, relevance, completeness or sufficiency of such data. Such research, estimates and forecasts, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, Pentixapharm Holding AG expressly disclaims any responsibility for, or liability in respect of, such information and undue reliance should not be placed on such data.

This announcement may contain forward-looking statements which reflect Pentixapharm Holding AG’s and Pentixapharm Group’s current view on future events and financial and operational development. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “will”, “anticipates”, “aims”, “could”, “may”, “should”, “expects”, “believes”, “intends”, “plans”, “prepares” or “targets” (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results, performance and developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Pentixapharm Holding AG or its affiliates, or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this announcement will be realized. Any forward-looking statements are made of the date of this announcement.

Subject to compliance with applicable law and regulations, neither Pentixapharm Holding AG, nor the Bank nor their respective affiliates intend to update, review, revise or conform any forward-looking statement contained in this announcement to actual events or developments whether as a result of new information, future developments or otherwise, and do not undertake any obligation to do so.

The information contained in this announcement does not purport to be comprehensive and has not been subject to any independent audit or review.

Certain figures, including financial and market data, contained in this announcement have been rounded and the relevant sums may not add up to 100% due to rounding.

The Bank is acting exclusively for Pentixapharm Holding AG and no-one else in connection with the planned offering of shares of Pentixapharm Holding AG (“Offering“). It will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Pentixapharm Holding AG for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

In connection with the Offering, the Bank and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of Pentixapharm Holding AG and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of Pentixapharm Holding AG or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Bank and any of its affiliates acting as investors for their own accounts.

In addition, the Bank or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Bank (or its affiliates) may from time to time acquire, hold or dispose of Pentixapharm Holding AG’s shares. The Bank does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Bank or any of its affiliates, directors, officers, personally liable partners, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Pentixapharm Holding AG, its combined subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

The dates of the admission(s) to trading of shares of Pentixapharm Holding AG on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (together “Admission”) may be influenced by things such as market conditions. There is no guarantee that Admission will occur and no financial decision should be based on the intentions of Pentixapharm Holding AG in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.