Kuros announces results of Rights Offering

At expiration of the rights exercise period on October 19, 2020, 12.00 noon CEST, subscription rights for 4,233,699 newly registered shares were validly exercised, representing 50.2% of the newly registered shares offered.

4,192,530 newly registered shares for which subscription rights were not validly exercised will be offered in the Share Placement to eligible institutional investors (or others), that shall end on October 20, 2020 15:00 (CEST) (or earlier if so determined by the Company).

As previously announced, Kuros obtained on October 14, 2020 after market close a binding commitment from Optiverder B.V., beneficially owned by Mr. C.A.C.M. Oomen, Delft, The Netherlands (the Investor) to fully exercise all subscription rights allocated to the Investor in the Rights Offering and to purchase 1,915,203 Offered Shares at the subscription price of CHF 1.80 per Offered Share in the Share Offering for an aggregate amount of CHF 3,447,365. As a result, the Company has decided that, if and to the extent that investor demand in the Share Offering is sufficient to place Offered Shares in respect of which Rights have not been exercised with investors other than the Investor, the Offering shall be supplemented by an additional tranche of  up to 1,915,203 additional shares (the Additional Shares) and to allocate all Additional Shares to the Investor due to the Investor’s early binding order, the size of its order and the signing of a lock-up of 90 days after the First Day of Trading by the Investor. The Additional Shares (if any) will be sourced from the Company’s existing authorized share capital under the exclusion of subscription rights of existing shareholders. The Company intends to use the additional net proceeds (if any) to further strengthen the commercial operation of MagnetOs.

The final number of newly registered shares issued, and the gross proceeds raised via the Capital Increase will depend on, inter alia, the number of shares subscribed for by existing and new equity investors. The final number of Offered Shares and Additional Shares (if any) and gross proceeds from the Rights Offering, the Share Placement and the sale of the Additional Shares (if any) will be announced on October 20, 2020 after market close. The listing of the newly registered shares on the SIX Swiss Exchange and the delivery of the newly registered shares against payment of the Offer Price are expected to take place on October 23, 2020.

Capitalized terms used in this press release have the meaning given to such terms in the offering and listing prospectus published by the Company on October 6, 2020 and supplemented on October 14, 2020.

About Fibrin-PTH (KUR-113)

Fibrin-PTH (KUR-113) consists of a natural fibrin-based healing matrix with an immobilized targeted bone growth factor (truncated human parathyroid hormone (PTH) analog). Fibrin-PTH (KUR-113) is designed to be applied directly into and around an intervertebral body fusion device as a gel, where it polymerizes in situ. Fibrin-PTH (KUR-113) functions via the well-established mechanism of action of parathyroid hormone; has been demonstrated in animal models of spinal fusion to be comparable to rhBMP-2; and has been shown in preclinical studies to be easy to use and ideal for open or minimally invasive techniques. The safety & efficacy of Fibrin PTH (KUR-113) has not yet been evaluated for spinal fusion in humans.

About MagnetOs

US indications statement

MagnetOs is an implant intended to fill bony voids or gaps of the skeletal system, i.e., posterolateral spine. MagnetOs must be used with autograft as a bone graft extender in the posterolateral spine. These osseous defects may be surgically created or the result of traumatic injury to the bone and are not intrinsic to the stability of the bony structure.

EU indications statement

MagnetOs is intended for use as bone void filler for voids and gaps that are not intrinsic to the stability of the bony structure. MagnetOs is indicated for use in the treatment of surgically created osseous defects or osseous defects resulting from traumatic injury to the bone. MagnetOs is intended to be packed into bony voids or gaps of the skeletal system (i.e. extremities, spine, cranial, mandible, maxilla and pelvis) and may be combined with autogenous bone. MagnetOs should not be used to treat large defects that in the surgeon’s opinion would fail to heal spontaneously. In load bearing situations, MagnetOs is to be used in conjunction with internal or external fixation devices.

The purpose of this publication is to inform shareholders of Kuros Biosciences AG and the public. This press release does neither constitute an offer to buy or to subscribe to rights or shares of Kuros Biosciences AG nor a prospectus within the meaning of the applicable Swiss law. Investors should make their decision to excercise rights or buy or to subscribe to new shares solely based on the offering and listing prospectus available free of charge at Kuros Biosciences AG, Wagistrasse 25, 8952 Schlieren. Investors are furthermore advised to consult their bank or financial adviser.

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Kuros Biosciences AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

The securities described herein are offered publicly without restrictions in Switzerland only.

THIS PRESS RELEASE IS NOT BEING ISSUED IN THE USA, IN THE UNITED KINGDOM, IN AUSTRALIA, CANADA OR JAPAN AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA OR JAPAN AND MUST NOT BE DISTRIBUTED OR DISSEMINATED TO ONE OF THESE COUNTRIES BY PUBLICATIONS WITH A GENERAL CIRCULATION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES. THE SECURITIES OF KUROS BIOSCIENCES AG HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED AND ARE NOT BEING OFFERED IN THE UNITED STATES OR TO U.S. PERSONS.

In relation to the United Kingdom, the communication of this publication is not being made, and this publication has not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, this publication is not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of this publication is being made to, and is directed only at persons outside the United Kingdom. This publication is only available to such persons and the transaction contemplated herein will be available only to, or engaged in only with persons outside the United Kingdom, and this publication must not be acted on or relied upon by any other person.

This publication and the information contained herein does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") of the securities referred to herein in any member state of the European Economic Area (the "EEA") and the United Kingdom ("U.K."). Any offers of the securities referred to in this information to persons in the EEA or the U.K. will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities. This information is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation and the U.K., i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State or the U.K. ("Qualified Investors").

The offer referred to in this press release shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.