Important Information for Zynerba Pharmaceuticals Stockholders to Tender Shares for the Harmony Transaction

Process and Instructions - Seite 2

Why You Should Tender Your Shares:

• Every share tendered by stockholders is important.
• If less than a majority of the outstanding shares of Zynerba common stock are tendered, the Offer will not be completed and Zynerba will not be acquired by Harmony.
• If Zynerba is not acquired by Harmony, there are significant risks associated with Zynerba’s ability to raise the required capital to continue as a standalone company and remain listed on the Nasdaq stock market.
  

If the Offer is completed, stockholders will receive an up-front purchase price of $1.1059 per share plus one non-tradeable contingent value right (“CVR”) per share representing the right to receive up to an additional approximately $2.5444 per share in cash, without interest and less any applicable tax withholding, upon the achievement of certain clinical and commercial milestones related to Zygel. If all such milestones are achieved, the total consideration payable to stockholders is up to $3.6503 per share in cash when combined with the up-front purchase price. Additional transaction details and the Company’s previous Offer reminder can be found HERE.

Questions About How to Tender Shares:

• Please contact MacKenzie Partners, Inc., toll free by phone at 800-322-2885 or by email to [e-mail]. They will be able to walk you through the tender process and assist with any questions.
• If you hold shares of Zynerba common stock through a broker or nominee, you should contact your broker or nominee as soon as possible to answer your questions and to allow sufficient time to tender.

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from Zynerba’s current expectations. Management’s expectations and, therefore, any forward-looking statements in this press release could also be affected by risks and uncertainties relating to a number of other factors, including the following: Zynerba’s cash and cash equivalents may not be sufficient to support its operating plan for as long as anticipated; Zynerba’s expectations, projections and estimates regarding expenses, future revenue, capital requirements, incentive and other tax credit eligibility, collectability and timing, and availability of and the need for additional financing; Zynerba’s ability to obtain additional funding to support its clinical development programs; the results, cost and timing of Zynerba’s clinical development programs, including any delays to such clinical trials relating to enrollment or site initiation; clinical results for Zynerba’s product candidates may not be replicated or continue to occur in additional trials and may not otherwise support further development in a specified indication or at all; actions or advice of the U.S. Food and Drug Administration, the European Medicines Agency and other foreign regulatory agencies may affect the design, initiation, timing, continuation and/or progress of clinical trials or result in the need for additional clinical trials; Zynerba’s ability to obtain and maintain regulatory approval for its product candidates, and the labeling under any such approval; Zynerba’s reliance on third parties to assist in conducting pre-clinical and clinical trials for its product candidates; delays, interruptions or failures in the manufacture and supply of Zynerba’s product candidates and Zynerba’s ability to commercialize its product candidates; the size and growth potential of the markets for Zynerba’s product candidates, and Zynerba’s ability to service those markets; Zynerba’s ability to develop sales and marketing capabilities, whether alone or with potential future collaborators; the rate and degree of market acceptance of Zynerba’s product candidates; Zynerba’s expectations regarding its ability to obtain and adequately maintain sufficient intellectual property protection for its product candidates; the extent to which health epidemics and other outbreaks of communicable diseases, including COVID-19, could disrupt our operations or adversely affect our business and financial condition; and the extent to which inflation, banking stability or global instability, including political instability, may disrupt our business operations or our financial condition. This list is not exhaustive and these and other risks are described in Zynerba’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission (the “SEC”) and available at www.sec.gov. Any forward-looking statements that Zynerba makes in this press release speak only as of the date of this press release. Zynerba assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.