Relief Therapeutics Renews CHF 50 million Share Subscription Facility

Relief Therapeutics Holding SA / Key word(s): Financing Relief Therapeutics Renews CHF 50 million Share Subscription Facility 28-Feb-2024 / 06:45 CET/CEST Release of an ad hoc announcement pursuant to Art. 53 LR The issuer is solely responsible for the content of this announcement. Relief Therapeutics Renews CHF 50 million Share Subscription Facility

• 3-year CHF 50 million capital commitment from GEM
• Relief advances strategic transformation

GENEVA (FEB. 28, 2024) – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTY) (Relief, or the Company), a biopharmaceutical company committed to delivering innovative treatment options for select specialty, unmet and rare diseases, today announced the renewal of its CHF 50 million Share Subscription Facility (SSF) agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (GEM). This transaction underscores the ongoing commitment of GEM, the Company’s largest shareholder since 2016, to continue fostering Relief’s strategic and development initiatives with greater financial flexibility.

Relief and GEM have agreed to renew the SSF agreement for an additional three-year period. Under the terms of the agreement, Relief has the right to periodically issue and sell shares to GEM for a cumulated amount of up to CHF 50 million. GEM undertakes to subscribe to Relief ordinary shares upon Relief's issuance of a drawdown notice. Relief will control the timing and maximum amount of any drawdown and retains the right to draw down on the full commitment amount, subject to the customary terms of the SSF agreement. Future subscription prices under the SSF will correspond to 90% of the average of the closing prices on the SIX Swiss Exchange during the reference period, which corresponds to 15 trading days following Relief's draw down notice.

GEM also agreed to forgive an outstanding liability of CHF 1.37 million previously payable by Relief to GEM. Relief has committed to issuing GEM warrants to purchase up to 3.35 million ordinary shares at a purchase price of CHF 1.70 per share, exercisable from the issuance date, and expiring on January 20, 2027. The issuance of these warrants, as well as the ability of the Company to draw on the SSF, is contingent upon shareholder approval for a reduction in the nominal value of the Company’s ordinary shares at the next general meeting.