Marinomed Biotech AG has decided to conduct a cash capital increase to cover short-term capital requirements of approximately EUR 2 million
The Executive Board of Marinomed Biotech AG (“Company”) resolved today, with the approval of the Supervisory Board, to carry out a capital increase against cash contributions—while preserving the subscription rights of existing shareholders—by partially utilizing the authorized capital provided for in Section 5(6) of the Articles of Association, in order to meet short-term capital requirements, and to increase the share capital from the current EUR 1,839,940 by up to EUR 459,985 through the issuance of up to 459,985 new no-par value bearer shares (“New Shares”) with a notional proportionate amount of the share capital of EUR 1.00 per share to up to EUR 2,299,925 (the “Capital Increase”). Existing shareholders of the Company (“Existing Shareholders”) will be granted subscription rights (“Subscription Rights”) on a 4:1 basis, i.e., for every four existing shares, one New Share may be subscribed for at a subscription price of EUR 14.00 per New Share (“Subscription Price”). The goal of the transaction is to generate gross proceeds of at least EUR 2 million.
Because the Company has not yet received sufficient payments from the transfer of the Carragelose business to Unither Pharmaceuticals (“Unither”), the Company has a short-term capital requirement to cover its anticipated liquidity needs of approximately EUR 2 million until mid of the fiscal year 2026. The net proceeds from the capital increase are therefore to be used to fulfill the restructuring plan and close the financing gap.
The Company will make use of the prospectus exemptions provided for in Article 1(4)(db) and Article 1(5)(ba) of Regulation (EU) 2017/1129 (“Prospectus Regulation”), as amended, in connection with the offering of the New Shares and the admission of the New Shares to trading on the Vienna Stock Exchange. The document required for this purpose pursuant to Annex IX of the Prospectus Regulation will be filed in electronic form with the Financial Market Authority (FMA), as the competent authority of the home Member State, prior to the commencement of the public offering and will be made available to the public at the same time as it is filed with the FMA via the website www.marinomed.com.
The record date for the entitlement of existing shareholders to subscribe for New Shares is March 25, 2026, at 11:59 p.m. CEST (“Record Date”). The subscription period is scheduled to begin on March 26, 2026 9:00 a.m. Central European Time and is expected to end on April 9, 2026 5:40 p.m. Central European Time, although the subscription period may be extended at any time. The subscription rights will not be tradable on the Vienna Stock Exchange. Any New Shares not subscribed for through the exercise of subscription rights in connection with the subscription offer (“Rump Shares”) will be offered following the subscription offer as part of a prospectus-exempt private placement (“Rump Placement”) to eligible institutional investors and selected non-institutional investors within the European Economic Area at the Subscription Price. A binding commitment has been received from an institutional investor who, as of today, does not yet hold any shares in the Company, to subscribe for and acquire New Shares in the total amount of EUR 1 million at the Subscription Price as part of the Rump Placement.