TME Pharma Announces the End of the Convertible Debt Program With the Successful €1.48 Million Financing Intended for Buyback of All Outstanding Convertible Debt - Seite 2

Use of proceeds
The proceeds will be used to repurchase all the outstanding convertible bonds held by Atlas Special Opportunities, LLC (ASO), thereby ending TME Pharma's convertible bond financing program. TME Pharma announced the termination of the convertible bond agreement with ASO, other than with regard to already issued convertible bonds, on April 18, 2023, having initially entered the agreement with ASO on April 23, 2020.

The remaining net proceeds that are not needed to redeem the outstanding convertible bonds will be used to advance discussions with the US Food and Drug Administration (FDA) past regulatory milestones and for general corporate purposes including intensifying interactions with investors and potential industry partners.

Shareholder and corporate authorizations
The issuance of shares in this transaction relies upon the authorizations granted to the Issuer by its shareholders in the annual general meeting (AGM) on June 29, 2023. Issuer has completed and obtained all necessary corporate approvals for the private placement. At the AGM held on June 29, 2023, the company’s shareholders approved the authorized capital amounting to €212,500, divided into 20,000,000 ordinary shares, and 1,250,000 preference shares, each share with a nominal value of €0.01. In addition, and if and as per the moment the company’s issued and paid-up ordinary share capital will amount to €200,000, comprised 20,000,000 ordinary shares, the transitional provision outlined in article 37 of the company’s articles of association will become effective, according to which the authorized capital of the company amounts to €900,000 divided into 80,000,000 ordinary shares and 10,000,000 preference shares, each share with a nominal value of €0.01. The completion of this transaction as outlined in this disclosure will trigger the above-noted transitional provision.

Potential conflict of interest
Part of the variable remuneration of management relates to corporate goals for advancing the development pipeline of TME Pharma as well as securing the respective funding. The participation of management in this transaction was discussed and approved by the full Supervisory Board of the company.

Dilution resulting from the transaction

Description

Shares to be issued

Total shares outstanding

Dilution (cumulative)

Shareholder starting with 1% on Feb 08, 2024, would then hold