===
Kinarus Therapeutics Holding AG / Key word(s): Acquisition/Capital Increase
Kinarus Therapeutics Holding AG in Liquidation and Curatis AG propose to combine companies and reverse bankruptcy
procedures of Kinarus Therapeutics Holding AG in Liquidation
29-Jan-2024 / 07:10 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.
Ad hoc announcement pursuant to Art. 53 LR
. Application has been made to the courts of Basel-Stadt to reverse the bankruptcy of Kinarus Therapeutics
Holding AG in Liquidation ("Kinarus Holding") (approval pending) in order to pursue a Combination Transaction with
Curatis AG ("Curatis")
. Curatis valued at approx. 14x the value of Kinarus Holding in this Combination Transaction
. Contemplated Combination Transaction is contingent, inter alia, on consent by the courts of Basel-Stadt,
approval by the Extraordinary General Meeting of Kinarus Holding (of, inter alia, this Combination Transaction and
an ordinary capital increase of new shares) and SIX Swiss Exchange approval of the listing of these new shares

. Concurrently, Kinarus Holding and Curatis have placed an offer with the bankruptcy administrator to
purchase certain assets, intellectual property and data relating to KIN001 from the bankruptcy estate of Kinarus AG
in Liquidation
. The combined entity will have a risk-balanced investment case with a mix of specialty medicine
distribution and tailored own drug development activities focusing on molecules with proven safety and efficacy
profiles
. In the context of this Combination Transaction, certain incumbent shareholders of Kinarus Holding and new
investors have agreed to invest a total of CHF4.1m via a structured Mandatory Exchangeable Loan Note, exchangeable
into a minimum number of new shares of Kinarus Holding at a valuation of the combined entities of roughly CHF48.75m

. Subject to approval by the Extraordinary General Meeting of Kinarus Holding, the new Board of Directors
will consist of the two founders of Curatis, Günter Graubach and Roland Rutschmann, as well as Marian Borovsky,
former Group General Counsel of Actelion who will assume the role of Chairman of the Board and the current member
Silvio Inderbitzin, former CEO of Spirig Pharma
Basel and Liestal, Switzerland, 29 January 2024: Kinarus Therapeutics Holding AG in Liquidation (SIX:KNRS) ("Kinarus
Holding", "KNRS" or the "Company"), a SIX Swiss Exchange listed therapeutic drug development company in liquidation and
Curatis AG, a Basel-Landschaft incorporated medicine distribution and drug development company predominantly focused on
orphan/ultra-orphan diseases and specialty care diseases ("Curatis"), announced today that they have entered into a
transaction agreement (the "Transaction Agreement") regarding a contemplated Combination Transaction.

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 this contemplated transaction (the "Combination Transaction" or the
"Transaction"). The Transaction is expected to close in Q2 2024. Closing is subject to certain closing conditions,
inter alia, confirmation of withdrawal of bankruptcy ("Widerruf des Konkurses") for Kinarus Holding pursuant to Art.
195 SchKG by the courts of Basel-Stadt, approval of all proposed resolutions by the Extraordinary General Meeting of
Kinarus Holding scheduled for on or around end of February or early March 2024 and approval of the listing of the
Consideration Shares by SIX Swiss Exchange.

In addition to the Combination Transaction, Kinarus Holding and Curatis have placed an offer with the bankruptcy
administrator ("Konkursverwaltung") of Basel-Stadt to purchase selected assets (patents, products and precursor,
intellectual property as well as data of Kinarus AG in Liquidation relating to their lead product candidate, KIN001)
from the bankruptcy estate of Kinarus AG in Liquidation, a 100% subsidiary of Kinarus Holding.

Also in this context and subject to approval by the Extraordinary General Meeting of Kinarus Holding, a reverse share
split (the "Reverse Share Split") with an anticipated reverse share split ratio of 4,480:1 is to be implemented
concurrently with the settlement of the Combination Transaction. This implies that a shareholder owning 4,480 Kinarus
Holding shares will receive 1 new Kinarus Holding share (the "New Kinarus Shares"). Resulting fractions will be rounded
down and affected shareholders will receive a cash compensation in CHF for their fractions.

Concurrently, also subject to approval by the Extraordinary General Meeting of Kinarus Holding, the Company will reduce
the nominal value of the New Kinarus Shares from CHF 44.80 post Reserve Share Split to CHF 0.10 with a swap of CHF
44.70 in nominal amount per New Kinarus Share from share capital into statutory capital reserves. As a result, the
nominal value per New Kinarus Shares will be CHF0.10. The final details of the Reverse Share Split transaction are
expected to be announced together with the invititation to the Extraordinary General Meeting of Kinarus Holding in
February 2024.

As a result of all these transactions, the currently outstanding share capital of Kinarus Holding will be aggregated in
the ratio 4,480:1, leading to 292,450 New Kinarus Shares post Reverse Share Split. In the context of the closing of the
Combination Transaction, 4,093,916 New Kinarus Shares will be issued and used to settle the Combination Transaction
with a share exchange ratio 1:1 for Curatis shares. Post the implementation of the Transaction, Kinarus Holding is
expected to have an issued share capital of CHF438,636.60, divided into 4,386,366 New Kinarus Holding shares with
nominal value CHF0.10 each. In addition, Kinarus Holding will have a maximum of approx. 850,000 options outstanding to
third parties to purchase New Kinarus Shares so that the maximum total amount of fully diluted number of New Kinarus
Shares outstanding is approximately 5,250,000.
Lastly and also subject to the approval by the Extraordinary General Meeting of Kinarus Holding, it is planned that
Kinarus Holding shall be renamed to Curatis Holding AG with a proposed change of ticker symbol to ("CURE") and the
domicile of the Company be moved to Liestal, Basel-Landschaft.

Governance of the Combined Entity

At the Extraordinary General Meeting of Kinarus Holding, planned for the end of February or early March 2024, the Board
of Directors of Kinarus Holding will, inter alia, propose the election of new Board members.

Following the Combination Transaction, and subject to their election, the Board of Directors of Kinarus Holding will
consist of Marian Borovsky, former Group General Counsel of Actelion and who will assume the role of Chairman of the
Board Günter Graubach and Roland Rutschmann, both co-founders and co-owners of Curatis as well as Silvio Inderbitzin,
an incumbent Board Member of Kinarus Holding who will ensure continuity and support the integration of KIN001 into the
product portfolio of the combined entity.

At the group level, executive management team will consist of Günter Graubach, Roland Rutschmann and François Bersier
as well as a yet to be appointed Group CFO.

Concurrent Financing
In the context of the Combination Transaction, it is envisaged that an up to CHF5,500,000 financing transaction in the
form of a Mandatory Exchangeable Loan Note issued by Curatis (the "Financing Round") is implemented. Over the last few
weeks, Curatis has already received commitments for a total of CHF4,052,600. The terms and conditions of the Financing
Transaction foresee that investors of the Financing Round subscribe for a portion of the Principal Amount invested to a
capital increase in Curatis prior to the closing of the Combination Transaction, and the remaining portion of the
Principal Amount 61 trading days post-closing of the Transaction, at a 25% discount to the 60 day volume weighted
average share price of the trading of the Kinarus Holding shares on the SIX Swiss Exchange, but subject to a total
minimum number of New Kinarus Shares equivalent to a pre-money market capitalization of the combined entity of roughly
CHF48.75m.

With the cash raised in the Financing Transaction, together with the net cash flow expected to be generated via the
drug distribution business of Curatis going forward, Kinarus Holding anticipates to have sufficient funds for the
execution of the base case business plan for the next 36 months, such base case business plan mainly focusing on the
development of their lead product candidate C-PTBE-01.
The sequential steps of this Transaction are outlined below:
Transaction Step Number of
Shares

Current Kinarus Holding shares (including treasury shares) before Reverse Share Split                     1,310,175,889 
Issue new shares of Kinarus Holding (currently foreseen: 111) to get a number dividable by 4,480)         1,310,176,000 
Kinarus Holding shares, each with nominal value CHF 44.80 post Reverse Share Split (ratio: 4,480:1)       292,450 

Capital reduction (by reducing nominal value of each share of Kinarus Holding from CHF 44.80 to CHF 0.10) 292,450
===
(MORE TO FOLLOW) Dow Jones Newswires

January 29, 2024 01:10 ET (06:10 GMT)