26.04.2024 07:00:38 - dpa-AFX: EQS-News: Business Combination of Kinarus Therapeutics Holding AG (now renamed to Curatis Holding AG) and Curatis AG completed (english)

Business Combination of Kinarus Therapeutics Holding AG (now renamed to
Curatis Holding AG) and Curatis AG completed

Kinarus Therapeutics Holding AG / Key word(s): Acquisition/Corporate Action
Business Combination of Kinarus Therapeutics Holding AG (now renamed to
Curatis Holding AG) and Curatis AG completed

26-Apr-2024 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

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Ad hoc announcement pursuant to Art. 53 LR

*

  * The Business Combination of Kinarus Therapeutics Holding AG (now renamed
    to Curatis Holding AG) with Curatis AG and related transactions were
    completed on 25 April 2024


  * The first trading day of the combined entities, Curatis Group (CURN.SW),
    is today, 26 April 2024


  * A total of CHF4.36m in cash was raised in Q1 2024 in connection with the
    Business Combination


  * Curatis Group, a specialty pharmaceutical and therapeutic drug
    development company focused on orphan and ultra-orphan indications is an
    exciting addition to the universe of healthcare companies listed on the
    SIX Swiss Exchange


  * Risk-balanced business model with a mix of specialty medicine
    distribution and targeted own drug development activities, focusing on
    compounds with existing safety and efficacy data in indications with
    high unmet medical need


*

Liestal, Switzerland, 26 April 2024: Curatis Holding AG ("CURN.SW", "Curatis
Holding" or the "Company", formerly Kinarus Therapeutics Holding AG, and
together with its wholly-owned subsidiary Curatis AG, "Curatis Group"), a
SIX Swiss Exchange listed specialty pharmaceutical and therapeutic
speciality medicine distribution and drug development company, today
announces that it has successfully completed the business combination with
Curatis AG (the "Business Combination"). As of today, the CURN.SW shares of
the Company, under the new name Curatis Holding AG and with a relocated
domicile to Liestal, Basel-Landschaft, are trading for the first time on the
SIX Swiss Exchange.

As initial related transactions, a reverse share split (the "Reverse Share
Split") with a reverse share split ratio of 4,480:1 (together with a small
capital increase of 111 shares of the Company to make the number of shares
of the Company divisible by 4,480) and a share capital reduction, whereby
the nominal value of each share of the Company was reduced from CHF 44.80
(immediately post Reverse Share Split) to CHF 0.10 per share, were carried
out. As a result, the 1,310,176,000 shares of the Company (i.e previous
KNRS.SW shares with a nominal value of CHF 0.01 per KNRS.SW share) were
split into 292,450 CURN.SW shares with a nominal value of CHF 0.10 per
CURN.SW share. Concurrently and as the main transaction of the Business
Combination, Curatis Holding acquired by way of contribution in kind all
outstanding shares of Curatis AG in a capital increase against a total
consideration of 4,093,916 newly issued CURN.SW shares. As a result of all
these transactions, the total number of outstanding CURN.SW shares is now
4,386,366 registered shares with a nominal value of CHF 0.10 each.

Also, as part of the Business Combination, a Mandatory Exchangeable Loan
Note with principal amount of CHF 4.55 million (the "Loan Note") was placed
with selected investors. This Loan Note has already been partially converted
into new CURN.SW and, in accordance with the terms of the Loan Note, the
remainder will be converted 61 trading days from today into between 112,780
and 368,699 shares, with the conversion price depending on the 60-day volume
weighted average share price of the Company's shares. With the total cash of
CHF 4.36 million raised under the Loan Note, together with the net cash flow
expected to be generated by the specialty medicine distribution business of
the Curatis Group in the future, the Curatis Group expects to have
sufficient funds to execute its base case business plan for the development
of its lead product candidate C-PTBE-01.

The Curatis Group:

The Curatis Group is focused on the acquisition, development and
commercialisation of innovative medicines for the prevention, diagnosis and
treatment of rare diseases - often referred to as orphan diseases - and
special care diseases. In recent years, orphan drugs have shown an above
market growth compared to non-orphan innovative drugs in the past. Orphan
drug development may be associated with a faster and less costly route to
market, thereby reducing a company's overall risk profile.

The Group also operates a distribution business with a sizeable and
historically profitable portfolio of interesting, marketed orphan and
specialty products in Switzerland and has a pipeline of four promising
projects in advanced and late clinical development, including KIN001, a
proprietary compound platform developed by Kinarus with future potential.
The Curatis Group thus represents an attractive, risk-balanced business
model.

Distribution business for orphan disease and specialty disease medicines

Curatis has exclusive distribution rights in Switzerland for more than 30
different drugs developed by third party pharmaceutical companies - many of
them orphan and specialty drugs.

With Curatis AG now being part of a publicly listed group and the expected
increase in public visibility and credibility, the Curatis Group aims to
grow its speciality pharmaceuticals distribution business by expanding its
product offering in Switzerland as well as geographically expanding its
distribution business to large European markets such as Germany, France, the
UK and Italy.

Development business for orphan and specialty disease medicines

Curatis Group's strategy is to identify high unmet medical need indications
for compounds for which safety and clinical efficacy data already exist,
potentially allowing faster development with lower risk and investment
through to commercialisation. The development projects have been selected in
line with this strategy.

C-PTBE-01 for the treatment of peritumoral brain edema in pediatric patients
with diffuse intrinsic pontine glioma ("DIPG") - next major development
step: pivotal clinical study

The Group is focusing its development activities for C-PTBE-01 on
peritumoral brain edema (PTBE) in pediatric patients with diffuse intrinsic
pontine glioma (DIPG). DIPG is an aggressive type of childhood cancer that
forms in the brain stem. It is very rare and almost always occurs in the
pediatric population. Approximately 150-300 patients are diagnosed with DIPG
each year in the US. The average (median) overall survival for patients with
DIPG is less than 1 year. PTBE refers to the accumulation of fluid in the
brain tissue surrounding a tumor. It commonly occurs in brain tumors and can
cause significant neurological symptoms and complications due to increased
pressure within the skull. It may lead to symptoms such as headaches,
seizures, neurological deficits, and altered mental status.

Given the lack of curative options for most DIPG patients, supportive
therapy aimed at maintaining quality of life plays a central role in the
treatment of many patients. Corticosteroids are commonly used to treat PTBE.
Their administration is typically associated with rapid symptom relief.
However, corticosteroids can have severe side effects such as severe
myopathies, muscle wasting, morbid weight gain, osteoporosis, gastritis,
gastrointestinal bleeding, hypertension, and personality changes.

C-PTBE-01 has shown a strong corticosteroid-sparing effect, which may allow
a significant reduction in corticosteroid use. Phase I, II and III clinical
data are available, and thus Curatis Group currently expects that only a
pivotal study with a relatively small number of patients is envisioned for
registration. C-PTBE-01 may be eligible for 7 years of orphan drug
protection in the US and 10 years of orphan drug protection in the EU upon
orphan drug designation and receiving market authorization. Curatis Group
may apply for a Rare Pediatric Disease Voucher for C-PTBE-01.

C-AM-01 for the prevention of severe migraine with aura ("MwA") - next major
development step: clinical phase IIb study

An aura typically is a perceptual disturbance and includes a wide range of
neurological symptoms. In some patients, changes in the cortex area of the
brain cause changes in their sight, such as dark spots, colored spots,
sparkles or 'stars', and zigzag lines. Numbness or tingling, weakness, and
dizziness or vertigo (the feeling of everything spinning) can also happen.
Speech and hearing can also be disturbed, and sufferers have reported memory
changes, feelings of fear and confusion, and more rarely, partial paralysis
or fainting.

Migraine with Aura is a high unmet medical need indication. There is no
approved preventive treatment that specifically targets MwA and its
associated headache. MwA can cause significant disability on patients and
compromise their daily life activity. MwA attacks are comparable to
epileptic attacks in terms of unexpectedness and instant disability. MwA
patients are 3 times more likely to have an ischemic stroke.

Two Phase IIa clinical proof-of-concept studies suggest a reduction in the
number of auras with C-AM-01. C-AM-01 has been granted a US patent covering
its use and dosing regimen. In the EU, C-AM-01 would benefit from 10 years
of data exclusivity and market protection.

C-MOH-01 for the treatment and prevention of medication overuse headache
("MOH")
- next major development step: clinical phase IIb study

Headache is one of the most prevalent disorders in human society and is
responsible for substantial socioeconomic expenses. A general problem of
headache treatment is the overuse of drugs. Patients, who tend to use acute
medication to treat their headache on a frequent basis, like patients who
report a history of migraine as well as patients that report tension type
headache (TTH) are predestined for medication overuse headache (MOH).
Instead of curing the pain, overuse leads to even heavier secondary headache
which is much more difficult to treat and is referred to as Medication
Overuse Headache ("MOH"). Economically, medication overuse headache is among
the costliest of neurologic diseases and the costliest kind of headache
disorder.

Currently the treatment of choice for MOH is discontinuation of the overused
medication although this is often associated with acute headache pain and
withdrawal symptoms such as sleep disturbances, nausea, vomiting, anxiety,
and depression. Thus, there is a significant unmet need for patients
suffering from MOH.

One Phase IIa clinical proof-of-concept study in chronic tension type
headache is available for C-MOH-01. C-MOH-01 has been granted a US patent
covering its use. In the EU, C-MOH-01 would benefit from 10 years of data
exclusivity and market protection.

KIN001 for the treatment of rare inflammatory and fibrotic diseases (e.g.
idiopathic pulmonary fibrosis ("IPF")) - next major development step:
clinical proof-of-concept

KIN001, developed by Kinarus, is a proprietary compound with potential in
inflammatory and fibrotic diseases. KIN001 adds a significant new element to
the Group's pipeline. The Curatis Group intends to explore the potential of
KIN001 in ultra-orphan inflammatory and fibrotic diseases and to pursue its
own drug development for the identified ultra-orphan indications.

The Curatis Group also plans to pursue KIN001 in idiopathic pulmonary
fibrosis ("IPF"). IPF is a rare, progressive orphan disease of the
respiratory system characterised by thickening and stiffening of lung tissue
associated with the formation of scar tissue. It is a type of chronic
scarring lung disease characterised by a progressive and irreversible
decline in lung function. The tissue in the lungs becomes thick and stiff,
affecting the tissue surrounding the air sacs in the lungs. Symptoms
typically include gradual shortness of breath and a dry cough. Other changes
may include fatigue and abnormally large and dome-shaped finger and toenails
(nail clubbing). Complications may include pulmonary hypertension, heart
failure, pneumonia or pulmonary embolism.

There is no cure for IPF and there are currently no procedures or medicines
that can remove the scarring from the lungs. Current treatments are focused
on slowing the progression of lung scarring and do not necessarily reduce
the symptoms of coughing and breathlessness.

KIN001 has shown beneficial effects in reducing IPF in a well-characterised
animal model of IPF. The Curatis Group has licensed patent rights relating
to the drug combination as well as patent rights and know-how relating to
IPF in this drug combination. The Group intends to explore out-licensing
opportunities in IPF.

The following graph is a projected Development Roadmap. It shows the
currently assumed development plan of the Curatis Group's product
candidates, highlighting potentially important inflection points over the
next 5 years.

Development Roadmap

About the Curatis Holding Group:

Curatis Holding AG is a publicly listed specialty pharmaceutical company
with a distribution and drug development business. The focus of the Curatis
Group's business activities is on high unmet medical need orphan and
ultra-orphan indications, pursued via its wholly owned operating subsidiary
Curatis AG. The Curatis Group was formed by the Business Combination of
Kinarus Therapeutics Holding AG and Curatis AG in April 2024.

For more information, please visit the company's website at www.curatis.com.

Investor Relations Contact:

YUMA Capital
Thomas Bieri
Managing Partner
Tel: +41 44 575 20 01
thomas.bieri@yuma-capital.com

Disclaimer:
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FINANCIAL SERVICES ACT ("FINSA"), NOR A PROSPECTUS UNDER ANY OTHER
APPLICABLE LAWS AND SHOULD NOT BE TREATED AS OFFERING MATERIALS OF ANY SORT
AND IS FOR INFORMATION PURPOSES ONLY. THE INFORMATION CONTAINED HEREIN IS IN
SUMMARY FORM AND MUST BE CONSIDERED IN CONJUCTION WITH AND SUBJECT TO THE
PUBLICLY AVAILABLE INFORMATION OF CURATIS HOLDING AG. THIS DOCUMENT IS BEING
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This document contains certain forward-looking statements. Other written
materials, as well as other written and oral statements made to the public,
may also contain forward-looking statements. Forward-looking statements can
be identified by words such as "potential," "expected," "will," "planned,"
"pipeline," "outlook," "may," "could," "would," "anticipate," "seek," or
similar terms, or by express or implied discussions regarding potential new
products, potential new indications for existing products, or regarding
potential future revenues from any such products; or regarding the potential
outcome, or financial or other impact on Curatis Holding AG, of any of the
transactions described; or regarding potential future sales or earnings of
the group or any of its divisions or potential shareholder returns; or by
discussions of strategy, plans, expectations or intentions. Such
forward-looking statements are based on the current beliefs and expectations
of management regarding future events, and are subject to significant known
and unknown risks and uncertainties. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those set forth in the
forward-looking statements. You should not place undue reliance on these
statements.

This document is not an offering circular or prospectus and is being
furnished to you solely for your information and may not be reproduced,
redistributed or made available in whole or in part to any other person for
any purpose, without the prior consent of Curatis Holding AG. This document
is for information purposes only and is not to be relied upon in
substitution for the exercise of independent judgement. It is not intended
as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy, any
security nor is it a recommendation to buy or sell any security. Any
decision to subscribe to any securities should only be made on the basis of
an independent review by you of Curatis Holding AG publicly available
information. Curatis Holding AG does not accept any liability arising from
the use of, or make any representation as to the accuracy or completeness
of, this document or the publicly available information on Curatis Holding
AG. We provide the information in this document as of the date hereof and
the information contained in this document is subject to change at any time.
We do not intend, and do not assume any obligation, to update any
information or forward-looking statements set out in this document as a
result of new information, future events or otherwise. Curatis Holding AG
shall not be responsible for, or for investigating, any matter which is the
subject of any statement, representation, warranty or covenant of Curatis
Holding AG contained in any agreement or document relating to a transaction
(including to the Business Combination with Curatis AG announced with a
media release on 29 January 2024), or for the execution, legality,
effectiveness, adequacy, genuineness, validity, enforceability or
admissibility in evidence thereof. This document is not for distribution,
directly or indirectly in or into the United States (as defined in
Regulation S under the US Securities Act of 1933, as amended ("US Securities
Act")). This document is not an offer to sell securities, or the
solicitation of any offer to buy securities, nor shall there be any offer of
securities in any jurisdiction in which such offer or sale would be
unlawful. The securities mentioned in this document have not been and will
not be registered under the US Securities Act, and may not be offered or
sold in the United States absent registration or exemption from registration
under the US Securities Act. There will be no public offer of the securities
in the United States or in any other jurisdiction. In connection with the
Business Combination there has not been, nor will there be, any public
offering of any securities in any jurisdiction in and outside of
Switzerland. The securities in connection with the Business Combination may
not be offered to the public in any jurisdiction in circumstances which
would require Curatis AG or Curatis Holding AG to prepare or register any
prospectus or offering document relating to the securities in connection
with the Business Combination in such jurisdiction. No action has been taken
or will be taken in any jurisdiction outside of Switzerland by Curatis AG
and Curatis Holding AG that would, or is intended to, permit a public
offering of the securities in connection with the Business Combination in
such jurisdiction.


News Source: Kinarus Therapeutics Holding AG


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End of Inside Information

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1890085 26-Apr-2024 CET/CEST
Name WKN Börse Kurs Datum/Zeit Diff. Diff. % Geld Brief Erster Schluss
CURATIS AG VINKUL. SF-,10 A40BDL Berlin 0,000 04.06.24 03:45:28 ±0,000 ±0,00% 0,000 0,000 0,000 0,000

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