DGAP-News: MOLOGEN AG

PRESS RELEASE N 4 / 2018 of 20/02/2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

MOLOGEN AG enters into financing agreement with Alpha Blue Ocean's European High Growth Opportunities Securitization Fund

- New international investor European High Growth Opportunities Securitization Fund committed to subscribe convertible bonds for an aggregate amount of up to EUR 12 million over a period of two years

Berlin, 20 February 2018 - MOLOGEN AG (ISIN DE0006637200, SIN 663720) (the "Company") today entered into an agreement with Luxembourg-based financing provider European High Growth Opportunities Securitization Fund (EHGO), (the "Investor"), a fund advised by Alpha Blue Ocean Advisors (ABO), pursuant to which the Company can, over the period of two years from today, require the Investor to subscribe for convertible bonds of the Company in an aggregate amount of up to EUR 12 million. The bonds will be issued in up to 24 tranches of EUR 500,000 each at the Company's request, whereby the Company will have to observe a waiting period of at least 10 trading days after the issuance of each tranche before requesting the issuance of a new tranche. The right to request the issuance of a tranche is subject to the satisfaction of certain conditions such as the absence of a material adverse change or a change of control. The issuance of tranches also requires the prerequisite authorizations under stock corporation law to be in place, which the Company expects to be the case for the period until the Company's next Annual General Meeting and the authorizations then to be expanded as required.

The Investor can convert the bonds at its discretion, the conversion being mandatory upon the lapse of 12 months from the issuance of the relevant tranche. The conversion price is 90% of the Volume Weighted Average Price (VWAP) of the Company's share during the 3 trading days preceding the conversion (but at least 80% of the VWAP of the Company's share during the 10 trading days preceding the issuance of the bonds). The Company will receive funds upfront at its sole election and will have a step-wise dilution. The bonds shall accrue no interest.

The proceeds that the Company can receive from the bond issuances aggregated with those of the capital increase recently announced are up to EUR 17 million (assuming the capital increase will be fully subscribed). Both measures, in combination with the initial payment of ONCOLOGIE Inc. would secure the Company's financing presumably up to the second half 2018. MOLOGEN intends to use the net proceeds for the financing the Company's operations and, in particular, for the further implementation of the strategy "Next level", including the outsourcing of the production.

Walter Miller, Chief Financial Officer (CFO) of MOLOGEN, comments: "This flexible financing solution offered by ABO fits our short- and mid-term financial needs very well. Together with the other financing measures and partnering activities ongoing and planned, we are in the position to execute our Next Level strategy and open to further strategic opportunities. To broaden and internationalize our shareholder base was and is one of the goals of the Company."

Pierre Vannineuse, Chief Executive Officer (CEO) and Founder of the Alpha Blue Ocean Investment Group, and manager of the European High Growth Opportunities Securitization Fund, comments: "ABO is particularly proud of signing its first transaction in Germany supporting a leader in immuno-oncology & infectious disease immunotherapeutic solutions. This commitment is a perfect fit for ABO's strategy which focuses on outstanding Bio and Med Tech companies as future growth driver for both the worldwide economy and humanity. Finally, we trust that the outstanding management of MOLOGEN will allow for lefitolimod, in our view the best in class TLR9 agonist, to be a market block buster."

Hugo Pingray; Chief Operating Officer (COO) and founder of the Alpha Blue Ocean Investment Group: "We are proud and excited to enter into this long-term partnership with MOLOGEN at a timing that we consider strategic. This transaction is the result of months of talks with the Management in which we have built a very strong confidence. It also kick-starts the strategy of ABO which aims at deploying further capital in the country while keeping a strong emphasis on the healthcare sector."

European High Growth Opportunities Securitization Fund (EHGO)

European High Growth Opportunities SF is an institutional investment vehicle based in Luxembourg focusing on financing highly innovative companies on a pan European basis which it considers highly undervalued. EHGO is exclusively advised by Alpha Blue Ocean Advisors. Its mandate is to invest in highly innovative European companies while supporting their needs for growth capital and offer a credible European alternative to funding.

Alpha Blue Ocean Investment Group

Alpha Blue Ocean was founded by Pierre Vannineuse and is the investment manager to a family of funds operating across multiple jurisdictions and focusing on directly financing highly innovative technologies while remaining non-intrusive into the management of its portfolio companies. Alpha Blue Ocean specializes in providing flexible, innovative and non-invasive debt and equity financing to publicly listed companies across the world and in a variety of sectors including healthcare, energy, mining and technology.

Alpha Blue Ocean's main representation office is based in London, UK.

Important note:
This announcement is not an offer of securities for sale 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 exemption from registration. There will be no public offering of the securities in the United States of America. Subject to certain exceptions, 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
MOLOGEN AG is a biopharmaceutical company and considered a pioneer in the field of immunotherapy on account of its unique active agents and technologies. Alongside a focus on immuno-oncology, MOLOGEN develops immunotherapies for the treatment of infectious diseases.
The immunotherapy lefitolimod (MGN1703) is the company's lead product and is regarded as the best-in-class TLR9 agonist. Treatment with lefitolimod triggers a broad and strong activation of the immune system. On account of this action mechanism, lefitolimod is an immune surveillance reactivator (ISR) and could potentially be used in various indications. The ISR lefitolimod is currently being developed within the framework of a pivotal study for first line maintenance therapy for colorectal cancer. Key data of the phase II IMPULSE study in small cell lung cancer have been announced in April 2017. Detailed analyses of IMPULSE data and data from the extension phase of the TEACH study in HIV, published in August, are currently being conducted. In addition, lefitolimod is currently being investigated in a phase I combination study with the checkpoint inhibitor ipilimumab (Yervoy^(R)) in various cancer indications. Along with various checkpoint inhibitors, lefitolimod, which is being investigated as part of a phase III clinical trial currently, is one of the few near-to-market product candidates in the field of immuno-oncology.

MOLOGEN's pipeline focus is on new innovative immunotherapies to treat diseases for which there is a great medical demand in particular.
www.mologen.com

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

Disclaimer
Certain statements in this communication contain formulations or terms referring to the future or future developments, as well as negations of such formulations or terms, or similar terminology. These are described as forward-looking statements. In addition, all information in this communication regarding planned or future results of business segments, financial indicators, developments of the financial situation or other financial or statistical data contains such forward-looking statements. The company cautions prospective investors not to rely on such forward-looking statements as certain prognoses of actual future events and developments. The company is neither responsible nor liable for these forward-looking statements. It is not responsible for updating such information, which only represents the state of affairs on the day of publication.