Spexis receives second extension for the publication of its 2023 annual report until July 31, 2024, releasing its unaudited financial statements and providing an update on its dispute with SPRIM. – Biotech Investments

Ad hoc announcement pursuant to Art. 53 LR

Allschwil, Switzerland, May 31, 2024

Spexis receives second extension for the publication of its 2023 annual report until July 31, 2024, releasing its unaudited financial statements and providing an update on its dispute with SPRIM.

Spexis AG (SIX: SPEX), a clinical-stage biopharmaceutical company focused on macrocycle therapeutics for rare diseases and oncology, today announced that the company has been granted a second extension to publish its 2023 annual report from SIX Exchange Regulation AG (“SIX”), with said publication to occur no later than 31 July 2024.

Paragraph I of the SIX decision dated 30 May 2024 reads as follows:
 

• The second exemption request of Spexis (Issuer) dated 21 May 2024 regarding an extension of the deadline to publish its 2023 annual report and to file such report with SIX Exchange Regulation AG until 31 July 2024 at the latest is granted with the following reservation (lit. a) and under the following conditions (lit. b):

a. SIX Exchange Regulation AG reserves the right to suspend trading of the registered shares of the Issuer in case its 2023 annual report is not published in accordance with the provisions on ad hoc publicity (Art. 53 of the Listing Rules [LR] in connection with the Directive on Ad hoc Publicity [DAH]) and not filed with SIX Exchange Regulation AG until Wednesday, 31 July 2024, 11.59 pm CET, at the latest.

b. Spexis is required to publish a notice in accordance with the provisions on ad hoc publicity (Art. 53 LR in connection with the DAH) concerning this decision until Friday, 31 May 2024, 11:59 pm CET, at the latest. The notice must contain:

• the unaltered reproduction of the wording of para. I. of this decision, placed in a prominent position;
• the reasons for the application of the Issuer requesting a second extension of the deadline to publish its 2023 annual report and to file such report with SIX Exchange Regulation AG;
• the unaudited key figures such as net revenues, EBITDA, EBIT, profit/loss, balance sheet total, equity etc. for the annual results 2023.
   

The reason for the delay in publishing the 2023 annual report relate to i) the ongoing discussions with legal counsel and our moratorium administrator regarding the treatment of assets subject to enforcement actions undertaken by Spexis’ major creditor (SPRIM Global Investments, as announced on November 29, 2023, and which we allege are wrongful) and ii) ongoing, good faith negotiations with SPRIM towards a mutually acceptable resolution of said dispute.  Accordingly, the audit costs have not been approved at this stage. Subject to the closing of a financing, the company expects to publish audited financial statements by the end of July 2024.
Simultaneously, the Company is today releasing its unaudited financial statements and which are available on the Company’s website.  Key figures from these financial statements are the following: 
 

¹ Average monthly cash flow from operating activities

In order to better understand the unaudited financial statements presented above, the Company is providing an update on the matter of its outstanding debt with SPRIM Global Investments (SGI) and enforcement proceedings as follows: 

The Company being in an extended provisional moratorium until August 8, 2024 and given the material uncertainty regarding the future of the Company as well as the status of the pledged entities and their assets (principally ColiFin® rights ex-Europe and Murepavadin inhaled), Spexis’ board and management decided to present the financial statements under both going concern and liquidation assumptions. Absent any financing secured during the term of the current moratorium, there is a substantial risk that the Company will have to be liquidated.

To generate the going concern balance sheet, the key assumptions used were the following: 

• That pursuant to ongoing, good faith negotiations with SGI announced publicly on November 29, 2023, and notwithstanding the enforcement actions undertaken by SGI and contested by Spexis, SGI has agreed in good faith to enter into discussions with Spexis with the view to reaching an agreement on a potential restructuring of the loans from SGI which may include the provision for an additional capital commitment, with the ultimate purpose of supporting the progression of the COPILOT trial.
• This being said, the Company deemed it prudent to impair the value of EnBiotix, inc., Spexis Australia Pty Ltd., and the assets housed within these entities by 50%, in the event the parties could not reach agreement on debt restructuring.
   

To generate the liquidation balance sheet, the following key assumptions were used: 

• That despite the good faith negotiations announced on November 29, 2023, no assurance can be provided to Spexis stakeholders that i) the parties will indeed reach a debt restructuring agreement, and/or ii) that the enforcement actions undertaken by SGI will be suspended or reversed, and/or iii) said enforcement actions will not be augmented in the coming weeks or months.
• Accordingly, to provide for these possibilities, the liquidation balance sheet presents the conservative view of the outcome of SGI negotiations and consolidates neither the assets or liabilities of these entities in their entirety but reflects reasonable proceeds resulting from the deposition of such assets.
• Further, more detailed assumptions underlying the presentation of the liquidation balance sheet are provided in section 2.2 of the financial statements.

In parallel with its ongoing negotiations with the Company regarding restructuring of the debt and settlement of the dispute between the parties pertaining thereto, SGI initiated, through its appointed receiver, a so-called “sales process” of the entities EnBiotix, Inc. and Spexis Australia Pty, Ltd., both of which were pledged as collateral against the loans incurred.  The Company maintains that since the declaration of default levied by SGI reported on November 8, 2023 is unfounded and unjust, so is then SGI’s sales process proceedings described above and reserves all legal remedies pertaining thereto.
  

About Spexis

Spexis (SIX: SPEX) is a clinical-stage biopharmaceutical company based in Allschwil, Switzerland, focused on macrocycle therapeutics for rare diseases and oncology. For further information please visit: www.spexisbio.com.
 

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Disclaimer

This press release contains forward-looking statements which are based on current assumptions and forecasts of Spexis management. Known and unknown risks, uncertainties, and other factors could lead to material differences between the forward-looking statements made here and the actual development, in particular Spexis’ results, financial situation, and performance. Readers are cautioned not to put undue reliance on forward-looking statements, which speak only of the date of this communication. Spexis disclaims any intention or obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise.