Kinarus Therapeutics Holding AG publishes FY2023 Financial Statements and announces details on Business Combination with Curatis AG and Reverse Share Split

Ad hoc announcement pursuant to Art. 53 LR

• Publication of audited Consolidated & Statutory FY2023 Financial Statements of Kinarus Therapeutics Holding AG
• Announcement of the postponement of the publication of the Annual Report 2023
• Announcement of details and timeline of the contemplated Reverse Share Split
• Announcement of final timeline for the closing of the previously announced Business Combination of Kinarus Therapeutics Holding AG with Curatis AG
• Announcement of Date for AGM for the financial year 2023 and overall Financial Calendar

Basel, Switzerland, 17 April 2024: Kinarus Therapeutics Holding AG (KNRS.SW) (“Kinarus Holding”, “KNRS.SW” or the “Company”), a SIX Swiss Exchange listed therapeutic drug development company today published its audited consolidated FY2023 financial statements (the “FY2023 Consolidated Financial Statements”) and its audited FY2023 statutory financial statements (the “FY2023 Statutory Financial Statements”), together the audited “FY2023 Financial Statements”). Both, Kinarus Holding and its 100% subsidiary, Kinarus AG in Liquidation had filed for bankruptcy in October 2023, but on 5 February 2024, bankruptcy of Kinarus Holding was revoked by the competent courts of Basel-Stadt in the context of the previously announced envisaged Business Combination of Kinarus Holding and Curatis AG, a Basel-Landschaft incorporated specialty medicine distribution and drug development company (“Curatis”). Kinarus AG in Liquidation remains in liquidation. The FY2023 Financial Statements therefore do not provide a comprehensive and transparent picture on the effective financial situation of the Kinarus entities that are to be combined with Curatis in the contemplated Business Combination.

Postponement of the publication of the Annual Report 2023

By decision dated 12 April 2024, SIX Exchange Regulation AG (the "SER") approves an extension of the deadline for the publication of the 2023 Annual Report of Kinarus Holding until Friday, 31 May 2024, at the latest.

The Company has just completed its work on the FY2023 Financial Statements as well as on the annual audit. Whilst the Company managed to publish today its audited FY2023 Financial Statements, various other tasks required to be completed in connection with the computation of the 2023 Annual Report had to be postponed in light of the upcoming contemplated closing of the Business Combination and the various information still to be verified and clarified by the new Board of Directors of the Company elected on 1 March 2024. The new Board of Directors is diligently working towards a publication of the full 2023 Annual Report of Kinarus Therapeutics Holding AG envisaged for 24 May 2024.

Today, the Company is publishing its audited FY2023 Financial Statements. The Company had no consolidated revenues in FY2023. Consolidated loss before financial result, taxes and depreciation and amortization amounted to CHF3.0m. Overall consolidated net loss for the period amounted to CHF49.4m (whilst statutory net loss of Kinarus Holding, the to be combined entity with Curatis amounted to 14.1m). Kinarus Holding's total assets as of 31 December 2023 amounted to CHF0.1m whilst the Company showing negative equity in the amount of (CHF0.3m).

In its decision dated 12 April 2024, SER instructed the Company to include the following excerpt in the ad hoc announcement:

“The request for exemption from maintenance obligations and thus the deferral of the publication of the 2023 Annual Report and the submission of this report to SER by no later than Friday 31 May 2024, is approved subject to the following obligation (Auflage; lit. a) and the following conditions (Bedingungen; lit. b):

1. SER reserves the right to temporarily suspend trading in securities of the Company if it does not publish its 2023 Annual Report by Friday, 31 May 2024, 11.59 p.m., in accordance with the provision on ad hoc publicity (art. 53 Listing Rules in conjunction with the Directive on ad hoc publicity) and submit it to SER.
2. The Company must publish a press release in accordance with the provision on ad hoc publicity (art. 53 Listing Rules in conjunction with the Directive on ad hoc publicity) regarding this decision by no later than Tuesday, 30 April 2024, 7.30 a.m. This press release must:
   1. Include the complete wording of the decision in a prominent way.
   2. Mention the reasons for the postponement of the publication and submission of the 2023 Annual Report; and
   3. State the unaudited key figures such as net revenue, EBITDA, EBIT, net profit/loss, total assets, equity regarding the 2023 business results.”

Update on contemplated Business Combination with Curatis and contemplated Reverse Share Split

On 29 January 2024, Kinarus Holding and Curatis announced that they had entered into a transaction agreement (the "Transaction Agreement") regarding a contemplated Business Combination. Under the terms of the Transaction Agreement, shareholders of Curatis shall exchange each outstanding Curatis share (the “Curatis Share”) into one newly issued Kinarus Holding share, whereby the consideration consists of approx. 14x the number of outstanding Kinarus shares (the “Consideration Shares”). All shareholders of Curatis shall contribute and exchange their Curatis shares (as a contribution in kind in an ordinary capital increase of Kinarus Holding into Consideration Shares) in the context of the Business Combination.  

The Business Combination, which includes, amongst others, also a reverse share split (“Reverse Share Split”), combined with a capital reduction (“Capital Reduction”), leading to new aggregated shares with nominal value CHF0.10 with ticker symbol “CURE.SW”, ISIN: CH1330780979), a capital increase, the change of name to Curatis Holding AG and a change of domicile to Liestal, Basel-Landschaft, is in the course of implementation with an anticipated first trading day of the new CURE shares expected to be Friday, 26 April 2024.

Details on the Reverse Share Split and the associated Capital Reduction

It is envisaged that on Thursday, 25 April 2024, a Reverse Share Split with a reverse share split ratio of 4,480:1 is to be implemented and registered in the commercial register of Basel-Landschaft, together with the concurrently implemented reduction of the nominal value of the shares of the Company from CHF 44.80 post Reverse Share Split to CHF 0.10 per CURE Share. As a result of these transactions, the currently outstanding share capital of Kinarus Holding will be aggregated in the ratio 4,480:1, leading to 292,450 CURE.SW shares with nominal value CHF 0.10 per share post Reverse Share Split. Concurrently, the Company is increasing its capital by way of an ordinary capital increase in which all Curatis shareholders shall exchange their total 4,093,916 Curatis shares 1:1 for 4,093,916 newly issued CURE.SW shares. As a result, the total number of issued shares of Curatis Holding AG post consummation on all these transactions on 25 April 2024 will amount to 4,386,366 registered shares with nominal value CHF0.10 each.

The Reverse Share Split may result in fractions of new registered CURE.SW shares for the individual shareholder. This is the case if shareholders hold an amount of KNRS.SW shares that is not divisible by 4,480 or a multiple thereof on 25 April 2024. Fractions in new CURE.SW shares are rounded down to the next whole number and shareholders will receive an equivalent cash compensation for their fractions, being equal to the individual fraction multiplied with the 3-day volume weighted average share price of KNRS.SW from 22 April 2024 – 24 April 2024. Further information regarding the Reverse Share Split can be found in the Q&A on the Kinarus’ website (www.kinarus.com).

Timetable

The Business Combination, the Reverse Share Split and the Capital Reduction are expected to be implemented in line with the following timeline:

Financial Calendar

17 April 2024:                  Publication of audited FY2023 Financial Statements of Kinarus Therapeutics Holding AG

24 May 2024:                  Publication of FY2023 Annual Report of Kinarus Therapeutics Holding AG

21 June 2024:                 Annual General Meeting

23 September 2024:       Publication of H1 2024 Financial Results

About Kinarus Therapeutics Holding AG 

Kinarus Therapeutics Holding AG is a publicly listed therapeutic drug development company. The Kinarus Group consists of the SIX Swiss Exchange listed Kinarus Therapeutics Holding AG (“Kinarus Holding”) and the subsidiary Kinarus AG in Liquidation. Both Kinarus Therapeutics Holding AG and Kinarus AG in Liquidation had filed for bankruptcy in September 2023 but for Kinarus Holding, the competent courts of Basel-Stadt approved reversal of bankruptcy in early February 2024. This was following the announcement on 29 January, 2024 of a contemplated Business Combination between Kinarus Therapeutics Holding AG and Curatis AG (“Curatis”), a privately owned specialty pharmaceutical company focusing on orphan/ultra-orphan diseases and specialty care diseases. Kinarus AG in Liquidation remains in liquidation. The closing of the contemplated Business Combination is envisaged for the end of April 2024.

For more information, please visit the company’s website at www.kinarus.com.

Investor Relations Contact:

YUMA Capital 
Thomas Bieri
Managing Partner
Tel: +41 44 575 20 01
thomas.bieri@yuma-capital.com

Disclaimer

THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS WITHIN THE MEANING OF SWISS FINANCIAL SERVICES ACT (“FINSA”), NOR A PROSPECTUS UNDER ANY OTHER APPLICABLE LAWS AND SHOULD NOT BE TREATED AS OFFERING MATERIALS OF ANY SORT AND IS FOR INFORMATION PURPOSES ONLY. THE INFORMATION CONTAINED HEREIN IS IN SUMMARY FORM AND MUST BE CONSIDERED IN CONJUCTION WITH AND SUBJECT TO THE PUBLICLY AVAILABLE INFORMATION OF KINARUS THERAPEUTICS HOLDING AG. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON OR ANY PURPOSE, WITHOUT THE PRIOR WRITTEN CONSENT OF KINARUS THERAPEUTICS HOLDING. 

This document contains certain forward-looking statements. Other written materials, as well as other written and oral statements made to the public, may also contain forward-looking statements. Forward-looking statements can be identified by words such as “potential,” “expected,” “will,” “planned,” “pipeline,” “outlook,” “may,” “could,” “would,” “anticipate,” “seek,” or similar terms, or by express or implied discussions regarding potential new products, potential new indications for existing products, or regarding potential future revenues from any such products; or regarding the potential outcome, or financial or other impact on Kinarus Therapeutics Holding AG, of any of the transactions described; or regarding potential future sales or earnings of the group or any of its divisions or potential shareholder returns; or by discussions of strategy, plans, expectations or intentions. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. You should not place undue reliance on these statements.

This document is not an offering circular or prospectus and is being furnished to you solely for your information and may not be reproduced, redistributed or made available in whole or in part to any other person for any purpose, without the prior consent of Kinarus Therapeutics Holding AG. This document is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy, any security nor is it a recommendation to buy or sell any security. Any decision to subscribe to any securities should only be made on the basis of an independent review by you of Kinarus Therapeutics Holding AG publicly available information. Kinarus Therapeutics Holding AG does not accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this document or the publicly available information on Kinarus Therapeutics Holding AG. We provide the information in this document as of the date hereof and the information contained in this document is subject to change at any time. We do not intend, and do not assume any obligation, to update any information or forward-looking statements set out in this document as a result of new information, future events or otherwise. Kinarus Therapeutics Holding AG shall not be responsible for, or for investigating, any matter which is the subject of any statement, representation, warranty or covenant of Kinarus Therapeutics Holding AG contained in any other agreement or document relating to a transaction (including the contemplated Combination Transaction with Curatis AG announced with a media release on 29 January 2024, the "Transaction"), or for the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence thereof. This document is not for distribution, directly or indirectly in or into the United States (as defined in Regulation S under the US Securities Act of 1933, as amended ("US Securities Act")).  This document is not an offer to sell securities, or the solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities mentioned in this document have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States absent registration or exemption from registration under the US Securities Act. There will be no public offer of the securities in the United States or in any other jurisdiction. The securities in connection with this Transaction may not be offered to the public in any jurisdiction in circumstances which would require Curatis AG or Kinarus Therapeutics Holding AG to prepare or register any prospectus or offering document relating to the securities in connection with the Transaction in such jurisdiction.