Press Release

Kiadis Pharma announces closing of two private placements totalling €17 million

April 30, 2020 at 2:57 PM EDT

THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS PRESS RELEASE.

THIS PRESS RELEASE CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

Kiadis Pharma announces closing of two private placements totalling €17 million 

Amsterdam, The Netherlands, April 30, 2020 – Kiadis Pharma N.V. ( “Kiadis”, “Kiadis Pharma” or the “Company”) (Euronext Amsterdam and Brussels: KDS), a clinical-stage biopharmaceutical company, today announces that it has closed private placements totalling EUR 17 million with two healthcare focused investors. Kiadis plans to use the proceeds from these transactions to continue to fund the development of the its K-NK-cell therapy programs.

Arthur Lahr, CEO of Kiadis commented, “We are very pleased to have completed these transactions, which together will fund our business through near-term milestones with our K-NK programs that we believe will create value for all stakeholders.

In April, Kiadis raised EUR 17 million in gross proceeds through two private placements with healthcare-focused investors, both of which closed today. Pursuant to the first EUR 12 million private placement, 7,490,637 new shares were issued at a subscription price of EUR 1.60 per share, and 3,745,318 5-year warrants with an exercise price of EUR 2.22 were granted. Of the new shares, 5,800,000 have been admitted to listing and trading on Euronext Amsterdam and Euronext Brussels as per today. In the context of this private placement, the Company has agreed to a lock-up undertaking not to issue further new shares for a period of 60 calendar days after the settlement date. In the event that the volume weighted average share price has exceeded EUR 2.00 on any trading day during the lock up period, the lock-up restriction shall lapse on the later of the 45th day after the Closing Date and the trading date that the VWAP has exceeded EUR 2.00.

Pursuant to the second EUR 5 million private placement, 2,986,858 new shares were issued at a subscription price of EUR 1.67 per share, and 1,493,429 5-year warrants with an exercise price of EUR 2.32 were granted.

The remaining 1,690,637 new shares related to the first private placement and the 2,986,858 new shares related to the second private placement shall be admitted to listing and trading on Euronext Amsterdam and Euronext Brussels as soon as possible on the basis of a prospectus that the Company shall prepare, get approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) and make generally available in accordance with the Prospectus Regulation (EU) 2017/1129 and which shall be notified to the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers) for passporting in accordance the Prospectus Regulation.

About Kiadis Pharma’s K-NK-Cell Therapies
Kiadis Pharma’s K-NK platform is designed to deliver potent NK cells to help each patient, without the need for genetic engineering. Kiadis Pharma’s programs consist of off-the-shelf and haploidentical donor NK-cell therapy products for the treatment of liquid and solid tumors as adjunctive and stand-alone therapies.

The Company’s PM21 particle technology enables improved ex vivo expansion and activation of cytotoxic NK cells supporting multiple high-dose infusions. Kiadis Pharma’s proprietary off-the-shelf NK-cell platform is based on NK cells from unique universal donors and can make NK-cell therapy product rapidly and economically available for a broad patient population across a potentially wide range of indications.

Kiadis Pharma is developing K-NK002, which is administered as an adjunctive immunotherapeutic on top of HSCT, and K-NK003 for the treatment of relapse/refractory acute myeloid leukemia. In addition, Kiadis Pharma has pre-clinical programs evaluating NK-cell therapy for the treatment of solid tumors.

About Kiadis Pharma
Founded in 1997, Kiadis Pharma is building a fully integrated biopharmaceutical company committed to developing innovative therapies for patients with life-threatening diseases. With headquarters in Amsterdam, the Netherlands, and offices and activities across the United States, Kiadis Pharma is reimagining medicine by leveraging the natural strengths of humanity and our collective immune system to source the best cells for life. The Company’s shares are listed on the Euronext Amsterdam and Brussels under the ticker KDS. Learn more at www.kiadis.com. Kiadis Pharma is listed on the regulated market of Euronext Amsterdam and Euronext Brussels since July 2, 2015, under the symbol KDS. Learn more at kiadis.com.

For more information, please contact:

Kiadis Pharma:
Maryann Cimino, Sr. Manager, Corporate Affairs
Tel: +1 (617) 710-7305
m.cimino@kiadis.com

 
Optimum Strategic Communications:
Mary Clark, Supriya Mathur, Hollie Vile
Tel: +44 203 950 9144
David Brilleslijper (Amsterdam)
Tel: +31 610 942 514
kiadis@optimumcomms.com

This press release is released by the Company and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the private placements, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this press release is being made on behalf of the Company by Arthur Lahr, Chief Executive Officer.

Forward Looking Statements
Certain statements, beliefs and opinions in this press release are forward-looking, which reflect Kiadis Pharma’s or, as appropriate, Kiadis Pharma’s officers’ current expectations and projections about future events. By their nature, forward-looking statements involve a number of known and unknown risks, uncertainties and assumptions that could cause actual results, performance, achievements or events to differ materially from those expressed, anticipated or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors including, but not limited to, changes in demand, regulation, competition and technology, can cause actual events, performance, achievements or results to differ significantly from any anticipated or implied development. Forward-looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. As a result, Kiadis Pharma expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this press release as a result of any change in expectations or projections, or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based. Neither Kiadis Pharma nor its advisers or representatives nor any of its subsidiary undertakings or any such person’s officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the anticipated or implied developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.

General

This press release is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

The new shares and warrants issued, or to be issued, in connection with the private placements have not been and will not be registered under the U.S. Securities Act 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. This press release does not constitute an offer of securities in the United States, securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the private placements in the United States or to conduct a public offering of securities in the United States.  

This press release has been issued by and is the sole responsibility of the Company.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Oppenheimer and & Co., Inc. ("Oppenheimer") (apart from the responsibilities or liabilities that may be imposed by the regulatory regime established thereunder) or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this press release or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. 

Oppenheimer is acting as the sole placement agent for the Company and for no-one else in connection with the private placements, and Oppenheimer will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the private placements or any other matter referred to herein.

The distribution of this press release and the offering of the new shares and warrants in certain jurisdictions may be restricted by law. No action has been taken by the Company, Oppenheimer or any of their respective directors, officers, partners, agents, employees, affiliates and advisors that would permit an offering of such shares or possession or distribution of this press release or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes are required to inform themselves about, and to observe such restrictions.

The press release does not constitute a recommendation concerning any investor's options with respect to the private placements. The new shares and warrants to which this press release relates may be illiquid and / or subject to restrictions on their resale. Recipient of this press release should conduct their own investigation, evaluation and analysis of the business, data and property described in the press release. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this press release are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this press release you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.