Kinarus Therapeutics Holding AG publishes FY2023 Financial Statements and announces details on Business Combination with Curatis AG and Reverse Share Split - Seite 3

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.