DGAP-News: MOLOGEN AG

DGAP-News: MOLOGEN AG: Capital increase through rights issue and issuance of a convertible bond

DGAP-News: MOLOGEN AG / Key word(s): Corporate Action MOLOGEN AG: Capital increase through rights issue and issuance of a convertible bond

26.09.2016 / 07:50 The issuer is solely responsible for the content of this announcement.

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PRESS RELEASE N 15 / 2016 of 09/26/2016

MOLOGEN AG: Capital increase through rights issue and issuance of a convertible bond

- Issuing of up to 11,315,750 new shares

- Binding commitments to subscription of capital increase and a convertible bond

- Chinese investor commits to purchase up to 3.4 million new shares

- Shareholders granted subscription rights at a ratio of 2:1

- Subscription price of EUR 1.20 per new share

- Issue proceeds to be used for implementation of the new "Next Level" strategy

Berlin, September 26, 2016 - The Executive Board of the biotechnology company MOLOGEN AG resolved on September 23, 2016, with the approval of the Supervisory Board, a capital increase against contribution in cash. The company's share capital is to be increased from EUR 22,631,501 by up to EUR 11,315,750 to up to EUR 33,947,251 by issuing up to 11,315,750 new bearer ordinary shares with a proportional amount in the share capital of EUR 1.00 per share for contribution in cash. Subject to approval of the relevant prospectus by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority), the new shares are to be offered to shareholders of the company as part of a public offering in Germany and Luxembourg by means of indirect subscription rights during a two-week subscription period. The subscription price per new share amounts to EUR 1.20. The subscription ratio is 2:1. This means that for each two existing shares in the company a subscription right for one new share is allocated. The deadline for allocation of subscription rights on the basis of the number of shares held by shareholders on that date is provisionally scheduled for September 30, 2016 (midnight), the day before the start of the provisionally scheduled subscription period. Dero Bank AG, is the sole bookrunner for the transaction. Blättchen Financial Advisory GmbH supports MOLOGEN in the transaction as an advisor.

One of the current major shareholders, Global Derivative Trading GmbH ("GDT"), has already committed to exercise its subscription rights and will be given the opportunity for an oversubscription of unsubscribed new shares. Unsubscribed shares will be offered to qualified investors as part of international private placements after the subscription period. In this context, TowerCrest Limited Liability Cooperation ("TowerCrest"), Beijing, (China), has made a binding commitment to purchase up to 3.4 million new shares in the context of the private placement. Additionally MOLOGEN will issue a convertible bond with a total nominal value of EUR 2.54 million to GDT. Should the capital increase be placed in full and the convertible bond be issued, the company is expected to receive gross proceeds of around EUR 16 million.

"The inflow of funds resulting from the financing activities enables us to continue the implementation of our 'Next Level' strategy program. This mainly includes the further development of our promising lefitolimod cancer immunotherapy. We are delighted that our major shareholder, GDT, will significantly participate in the capital increase and will also subscribe the convertible. Thus, GDT makes again a valuable contribution to the future development of the company. We are also delighted to win TowerCrest as a new and international investor", says Walter Miller, Chief Financial Officer of MOLOGEN AG.

If all new shares are placed, the capital increase and the convertible bond will secure the company's financing presumably up to the fourth quarter of 2017.

Commitment to exercise subscription rights and issuance of a convertible bond The major shareholder GDT, which to the company's best knowledge holds just under 24% of the existing shares, has made a binding commitment to exercise its subscription rights to an extent that the GDT still holds around 24% of the increased share capital after the implementation of the capital increase. In connection with this confirmed acquisition declaration, the company gives GDT the opportunity for an oversubscription and corresponding allocation of up to 1 million unsubscribed new shares. As a result, GDT would hold a 27% stake in the increased capital of the company in case of a complete placement of the capital increase.

In addition, MOLOGEN will issue a convertible bond to GDT with a total nominal value of EUR 2.54 million and a term ending on October 29, 2024. The terms of the convertible bond include a yearly fixed interest rate of 6% as well as the right for the investor to transform the convertible bond in up to 1,693,333 company shares partially using the conditional capital at a conversion price of EUR 1.50. The issuance of the convertible bond is expected to take place on October 31, 2016 after the implementation of the capital increase.

New investor from China The Chinese TowerCrest will purchase up to 3.4 million new shares in the context of the private placement or, if fewer unsubscribed shares should be available, the highest available amount. In case of a complete placement of the capital increase, the acquisition of 3.4 million new shares by TowerCrest would correspond to a participation of about 10% in the increased share capital of the company. With TowerCrest MOLOGEN would win a new international major shareholder. With the investment in MOLOGEN, the Chinese company, which besides the pharmaceutical industry is also active in the fields of real estate development, investments, telecommunications, logistics and hotel management, strengthens its engagement in the pharmaceutical industry.

Use of funds primarily for the further development of lefitolimod (MGN1703) The funds generated by the company via the capital increase and issuance of a convertible bond are to be used for implementation of the new "Next Level" strategy program, which was first presented on June 9, 2016. This strategy program includes focusing further development activities on the main product, the lefitolimod immunotherapy, and its successor molecules EnanDIM(R). Lefitolimod is currently being studied in four clinical trials: The IMPALA pre-approval study for colorectal cancer, the phase II IMPULSE study for small cell lung cancer, the phase I TEACH studies for HIV and the combination study for advanced solid tumors. The recruitment of 540 patients for the IMPALA pre-approval study is to be completed by the end of 2016 or in the first quarter of 2017. The IMPULSE and TEACH findings are expected in the first half of 2017 respectively in the middle of the year. The preclinical EnanDIM(R) molecules are to be developed to phase I stage.

The "Next Level" program has set out a sharper product and market focus, with the relevant preparations for a possible market launch, initially of lefitolimod. This includes, in particular, upscaling production, i.e. producing high volumes of the active ingredient in line with market demand. Upscaling is to be achieved by transferring production to a contract manufacturer. Some of the proceeds from the capital increase will be used to finance the transfer of the production to contract manufacturer and to ensure preparations to upscale lefitolimod production are completed.

Rights offering and prospectus The public offering of the new shares is conditional on and purely based on a prospectus yet to be approved by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority). Approval is likely to be issued on September 28, 2016. The prospectus contains detailed information including on the risks related to the rights offering and will be published on MOLOGEN's website immediately after approval at www.mologen.com.

Following approval of the prospectus, the rights offering is provisionally scheduled to be announced in the Bundesanzeiger (German Federal Gazette) on September 29, 2016. It will then also be available on the company's website. MOLOGEN shareholders will only be able to exercise their subscription rights to shares during the two-week subscription period that is provisionally scheduled for the period from October 4, 2016 to October 18, 2016. Shareholders will additionally be granted the option of buying any shares that are not subscribed by other shareholders (oversubscription rights); (however, in principle, shareholders have no legal right to allocation of such shares as part of oversubscription). Any new shares that are not subscribed during the subscription period are to be offered to qualified investors in selected countries as part of an international private placement. Inclusion of the new shares under the company's existing listing (ISIN DE0006637200, SIN 663720) is planned for October 27, 2016.

Important note: This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

This release is not a prospectus. Investors should not purchase or subscribe for any shares referred to in this press release except on the basis of information in a prospectus to be issued by the Company in connection with the offering of such shares.

This release is not an offer of securities for sale in the United States of America. The securities referred to in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of the securities in the United States of America.

Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

MOLOGEN AG With new and unique technologies and active substances, the biotech company MOLOGEN is one of the pioneers in the field of immunotherapy. Alongside a focus on immuno-oncology, MOLOGEN also develops immunotherapies for the treatment of infectious diseases.

The cancer immunotherapy lefitolimod (MGN1703) is the company's lead product and best-in-class TLR9 agonist. Treatment with lefitolimod (MGN1703) triggers a broad and strong activation of the immune system. Due to this mode of action, namely to reactivate the monitoring function of the immune system, lefitolimod (MGN1703) can be recognized as an Immune Surveillance Reactivator (ISR). It has the potential to be applied to various indications. ISR lefitolimod (MGN1703) is currently being developed for first-line maintenance treatment of colorectal cancer (pivotal study) and small cell lung cancer (randomized controlled trial). Furthermore, it is also being investigated in an extended phase I study in HIV and a phase I combination study with the checkpoint inhibitor ipilimumab (Yervoy(R)). Next to checkpoint inhibitors, lefitolimod is one of the few product candidates that are in a phase III clinical trial (IMPALA) in the field of immuno-oncology and close to reaching the market.

MOLOGEN's pipeline focus is on new, innovative immunotherapies to treat diseases for which there is a high medical need.

www.mologen.com

Memberships in associations: Biotechnologieverbund Berlin-Brandenburg (bbb) e.V. | BIO Deutschland e.V. | DECHEMA - Society for chemical technology and biotechnology e.V. | German industrial association of biotechnology (DIB) | Association for the Promotion of Science and Humanities in Germany | Association of German biotechnology companies (VBU) | Association of researching manufacturers of pharmaceuticals e.V. (VFA) | Association of the chemical industry e.V. (VCI)

MIDGE(R), dSLIM(R), EnanDIM(R) and MOLOGEN(R) are registered trademarks of MOLOGEN AG.

Contact Claudia Nickolaus Head of Investor Relations & Corporate Communications Tel: +49 - 30 - 84 17 88 - 38 Fax: +49 - 30 - 84 17 88 - 50 investor@mologen.com

Note about risk for future predictions Certain information in this report contains forward-looking statements or the corresponding statements with negation or versions deviating from this or comparable terminology. These are described as forward-looking statements. In addition, all of the information given here that refers to planned or future results of business areas, key financial figures, developments of the financial situation or other financial figures or statistical data, is to be understood as such forward-looking statements. The company points out to investors that they should not rely on these forward-looking statements as predictions about actual future events. The company is not obligated and refuses to accept any liability for the forward-looking statements and has no obligation to update such statements in order to accurately reflect the current situation.

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26.09.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

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Language: English Company: MOLOGEN AG Fabeckstraße 30 14195 Berlin Germany Phone: 030 / 841788-0 Fax: 030 / 841788-50 E-mail: presse@mologen.com Internet: www.mologen.com ISIN: DE0006637200 WKN: 663720 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service ---------------------------------------------------------------------------

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