DGAP-News: MOLOGEN AG

DGAP-News: MOLOGEN AG: Public rights offering of convertible bonds with purchase guarantee by major shareholder

DGAP-News: MOLOGEN AG / Key word(s): Corporate Action MOLOGEN AG: Public rights offering of convertible bonds with purchase guarantee by major shareholder

21.12.2016 / 21:02 The issuer is solely responsible for the content of this announcement.

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MOLOGEN AG: Public rights offering of convertible bonds with purchase guarantee by major shareholder

- Issue volume: EUR4.99 million, maturity of 8 years

- Conversion price set at EUR1.60

- Coupon of 6% p.a.

- Expected subscription period: December 28, 2016 to January 13, 2017

Berlin, December 21, 2016 - The Executive Board of the biotechnology company MOLOGEN AG (ISIN DE0006637200, SIN 663720) today resolved, with the approval of the Supervisory Board, to launch a convertible bond issue with an aggregate face value of up to EUR4.99 million and a maturity of January 19, 2025 through partial utilization of the authorization granted at the general meeting of the company on August 13, 2014 ("convertible bond 2017/2025"). The bonds are to be offered to existing shareholders by way of a prospectus-exempt public rights offering. Furthermore, any securities that are not subscribed are to be used as part of an international private placement. Shareholders will additionally be granted the option of buying any bonds that are not subscribed by other shareholders (so-called oversubscription). However, in principle, shareholders have no legal right for allocation of such bonds as part of the oversubscription. Global Derivative Trading GmbH ("GDT"), the major shareholder of MOLOGEN AG, made a binding commitment to the company to purchase at least 299,999 partial bonds in total - representing around 60% of the convertible bond 2017/2025 (or, if less non-subscribed partial bonds should be available, the largest possible number available). Following this purchase guarantee, the company has assured GDT the allocation of a corresponding number of partial bonds and, in addition, granted a right of first access to all further non-subscribed bonds.

With regard to the terms of the convertible bond, MOLOGEN essentially based these on those of the convertible bonds issued in November 2016 and taken up in full by GDT. Thus, the company has responded to the wish expressed by shareholders at the time when the last measure was taken that the company should offer a convertible bond to all shareholders. The new bond is also to yield interest of 6% p.a., with quarterly payments. From April 1, 2017, it will be possible to convert the bond at any time - with the exception of a few periods of time - into a maximum of 3,124,994 shares of the company at a conversion price of EUR1.60. Issuance and delivery of the convertible bond is scheduled to take place on January 20, 2017. The funds inflow is to be used for the ongoing implementation of the "Next Level" strategy program and specifically the further development of the lead product, the immunotherapy with lefitolimod. Furthermore, the additional funds inflows will give the company greater financial scope for implementing and securing other strategic and operating measures in 2017. In addition, the company is in a stronger position for upcoming potential negotiations in partnering and licensing talks. According to current plans, financing is secured until the beginning of 2018.

The subscription period of around two weeks is expected to last from December 28, 2016 up to and including January 13, 2017. Shareholders will be informed accordingly by their custodian banks. Further details will be provided in the rights offering, which is scheduled for publication on December 27, 2016 in the Federal Gazette and additionally on the company's website at www.mologen.com.

Dero Bank, Munich, Germany is the sole bookrunner for this transaction. Blättchen Financial Advisory GmbH supports MOLOGEN on the transaction as an advisor.

Walter Miller, Chief Financial Officer of MOLOGEN AG, explains: "In our talks on the recently implemented capital increase, investors expressed an interest in a convertible bond with similar features to those of the convertible bond issue which was also recently subscribed in full by GDT. We want to benefit from this positive momentum and are offering our shareholders a convertible bond with a similar structure for subscription. We are delighted that our major shareholder will once again considerably support this capital measure.

In November 2016, the company implemented its first convertible bond issue with a nominal amount of EUR2.54 million, which was taken over in full by major shareholder GDT, excluding shareholders' subscription rights. The convertible bond features a maturity of eight years and fixed annual interest of 6% as well as the investor's right to convert the convertible bonds into a maximum of 1,693,333 shares of the company through partial utilization of contingent capital at a conversion price of EUR1.50. In addition, MOLOGEN completed a significantly oversubscribed capital increase in October 2016, with gross proceeds of EUR13.6 million.

Important note: 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, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of the securities in the United States of America. Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

MOLOGEN AG With new and unique technologies and active substances, the biotech company MOLOGEN is one of the pioneers in the field of immunotherapy. Alongside a focus on immuno-oncology, MOLOGEN also develops immunotherapies for the treatment of infectious diseases.

The cancer immunotherapy lefitolimod (MGN1703) is the company's lead product and best-in-class TLR9 agonist. Treatment with lefitolimod (MGN1703) triggers a broad and strong activation of the immune system. Due to this mode of action, namely to reactivate the monitoring function of the immune system, lefitolimod (MGN1703) can be recognized as an Immune Surveillance Reactivator (ISR). It has the potential to be applied to various indications. ISR lefitolimod (MGN1703) is currently being developed for first-line maintenance treatment of colorectal cancer (pivotal study) and small cell lung cancer (randomized controlled trial). Furthermore, it is also being investigated in a phase I study in HIV and a phase I combination study with the checkpoint inhibitor Yervoy(R) (ipilimumab), which is expected to start shortly. Next to checkpoint inhibitors, lefitolimod is one of the few product candidates that are in a phase III clinical trial (IMPALA) in the field of immuno-oncology and close to reaching the market.

MOLOGEN's pipeline focus is on new, innovative immunotherapies to treat diseases for which there is a high medical need.

www.mologen.com

Memberships in associations: Biotechnologieverbund Berlin-Brandenburg (bbb) e.V. | BIO Deutschland e.V. | DECHEMA - Society for chemical technology and biotechnology e.V. | German industrial association of biotechnology (DIB) | Association for the Promotion of Science and Humanities in Germany | Association of German biotechnology companies (VBU) | Association of researching manufacturers of pharmaceuticals e.V. (VFA) | Association of the chemical industry e.V. (VCI)

MIDGE(R), dSLIM(R), EnanDIM(R) and MOLOGEN(R) are registered trademarks of MOLOGEN AG.

Contact Claudia Nickolaus Head of Investor Relations & Corporate Communications Tel: +49 - 30 - 84 17 88 - 38 Fax: +49 - 30 - 84 17 88 - 50 investor@mologen.com

Note about risk for future predictions Certain information in this report contains forward-looking statements or the corresponding statements with negation or versions deviating from this or comparable terminology. These are described as forward-looking statements. In addition, all of the information given here that refers to planned or future results of business areas, key financial figures, developments of the financial situation or other financial figures or statistical data, is to be understood as such forward-looking statements. The company points out to investors that they should not rely on these forward-looking statements as predictions about actual future events. The company is not obligated and refuses to accept any liability for the forward-looking statements and has no obligation to update such statements in order to accurately reflect the current situation.

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21.12.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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Language: English Company: MOLOGEN AG Fabeckstraße 30 14195 Berlin Germany Phone: 030 / 841788-0 Fax: 030 / 841788-50 E-mail: presse@mologen.com Internet: www.mologen.com ISIN: DE0006637200 WKN: 663720 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange



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