Evgen Pharma plc (AIM: EVG), the clinical stage drug development company developing sulforaphane-based medicines for the treatment of multiple diseases, announces that it has conditionally agreed to acquire the entire issued and to be issued share capital of Chronos Therapeutics Limited, for an initial consideration of GBP899,481 payable in Ordinary Shares at a price of 1.44 pence per Ordinary Share, potentially increasing to up to c.GBP3.4 million subject to the achievement of certain milestones (the 'Acquisition').
The Company further announces that it has conditionally raised GBP0.85 million (before expenses) via a Placing and Subscription and will seek authority to raise further funds on the same terms.
The Company has reserved its right, under the Acquisition Agreement, to issue consideration loan notes to Chronos Shareholders instead of Ordinary Shares in certain circumstances including in the event that the issue of Ordinary Shares might result in the Chronos Shareholders, as a whole, holding more than 29.9 per cent. of the Issued Share Capital.
To provide Shareholders who have not taken part in the Placing or the Subscription with an opportunity to participate in the Fundraising, the Company is offering up to 100,000,000 Retail Offer Shares at the Issue Price, via the Bookbuild Platform, to raise up to an additional GBP1.0 million (before expenses), by way of the Retail Offer.
The net proceeds of the Fundraising will be used by the Group for additional working capital and to maintain the Enlarged Group's patent portfolio whilst it seeks pre-clinical collaboration for either of the acquired assets and additional non-dilutive funding. The Group will also use the net proceeds to continue to support manufacturing for clinical stage asset SFX-01 in future glioblastoma and autism spectrum disorder clinical studies.
Additionally, the Board of the Company considers that alongside the Fundraising and Acquisition, now is the right time to re-launch the combined business under a new name better suited for the Enlarged Group going forward. The Board is pleased therefore to announce the change of the Company's name to 'TheraCryf' plc. The change of name is expected to be effective following the General Meeting and Admission.
The Company intends to publish and send a shareholder circular and notice of General Meeting (the 'Circular') to Shareholders in connection with the Resolutions and the Fundraising on 19 March 2024.
Highlights
The Company has conditionally placed 79,400,000 new Ordinary Shares of GBP0.0025 each in the capital of the Company (the 'Placing Shares') at a price of 1 pence per Placing Share (the 'Issue Price') to raise approximately GBP0.8 million (before expenses) (the 'Placing').
The Company has also conditionally raised GBP56,000 by way of direct subscription for new Ordinary Shares by Company Directors and PDMRs, including amongst others, Dr Susan Foden (Chair), Dr Huw Jones (CEO) and Toni Hanninen (CFO). The Subscribers have agreed to subscribe for, in aggregate, 5,600,000 new Ordinary Shares (the 'Subscription Shares') at the Issue Price (the 'Subscription'). In addition to the Subscription as noted above, certain other PDMRs including Dr Helen Kuhlman (CBO) have subscribed for 3,000,000 new Ordinary Shares in aggregate via the Placing.
In addition to the Subscription and the Placing, existing Shareholders will be given the opportunity to subscribe for, in aggregate, up to 100,000,000 new Ordinary Shares via the Bookbuild Platform (the 'Retail Shares') at the Issue Price by way of a retail offer to raise up to an additional GBP1.0 million (before expenses) (the 'Retail Offer' and together with the Placing and Subscription, the 'Fundraising').
Acquisition of Chronos Therapeutics, which features a neuropsychiatry portfolio including two assets developed to late pre-clinical stage and which sits within a resurgent area for Big Pharma, for GBP899,481 up front, and up to GBP2.5m in milestone payments, all in Evgen shares.
Proposed change of name to TheraCryf plc, with a new TIDM of TCF. The change of name becoming effective will be announced separately by the Company post-Admission.
The Issue Price represents a premium of approximately 5.26 per cent. to the closing mid-market price of 0.95 pence per Existing Ordinary Share on 18 March 2024, being the Latest Practicable Date.
The Fundraising and the Acquisition are conditional, inter alia, upon the Resolutions being duly passed by Shareholders at the General Meeting to be held at 10:00 a.m. at the offices of Cavendish, One Bartholomew Close, London, EC1A 7BL on 4 April 2024.
Dr Huw Jones, CEO of Evgen, commented: 'The addition of Chronos Therapeutics to the Group represents a considerable enlargement of our pipeline and the potential for major value inflection points. I would like to thank our shareholders and certain Chronos shareholders for participation in this placing and look forward to delivering long term shareholder value from the Enlarged Group.'
Cavendish Capital Markets Limited ('Cavendish') is acting as Bookrunner in connection with the Placing.
The Company intends to publish and send the Circular to Shareholders on or around 19 March 2024. The Circular will also be available on the investor section of the Company's website (https://evgen.com/investors/) once published.
The person responsible for arranging the release of this Announcement on behalf of the Company is Toni Hanninen, Chief Financial Officer of the Company.
Shareholder Presentation
CEO, Dr Huw Jones, and CFO, Toni Hanninen and CBO, Dr Helen Kuhlman, will provide a live presentation on the acquisition of Chronos Therapeutics, the Placing and Subscription, the Retail Offer and the change of name as detailed in this Announcement and the Circular.
The presentation will take place via the Investor Meet platform on Wednesday 20 March at 10am GMT.
At this presentation the benefits of the Acquisition will be summarised by the Evgen management team. Given the Acquisition and the respective Fundraising are subject to approval at a General Meeting for Shareholders, there will be no Q&A.
The presentation is open to all existing and potential shareholders of Evgen and Chronos Therapeutics.
Investors can sign up to Investor Meet Company for free and add to meet Evgen at the link HERE. Investors who already follow Evgen Pharma plc on the Investor Meet Company platform will automatically be invited.
A recording of the presentation will be available shortly afterwards on the Evgen Pharma plc investor relations section of the website HERE.
Contact:
Dr Helen Kuhlman
Tel: +44 207 457 2020
Email: enquiries@evgen.com
Jack Kincade
Tel: +44 207 457 2020
Email: Evgen@Instinctif.com
About Evgen Pharma plc
Evgen Pharma is a clinical stage drug development company developing sulforaphane based medicines for the treatment of multiple diseases. The Company's core technology is Sulforadex, a method for synthesising and stabilising the highly biologically active compound sulforaphane and novel proprietary analogues based on sulforaphane.
The Company's lead asset, SFX-01, is a patented composition of synthetic sulforaphane and alpha-cyclodextrin and has undergone clinical trials for oestrogen-positive (ER+) metastatic breast cancer and recently a Phase 1b study of the Company's new enteric coated tablet formulation. The FDA has granted Orphan Drug status to SFX-01 in malignant glioma. SFX-01 will be investigated initially in this indication as an investigator sponsored study in the Netherlands.
The Company also has a wide number of collaborations with leading academic centres in the UK, Europe and the US as part of the continuing strategy to build the scientific data for the compound. Recently, Evgen completed an out-licensing transaction with Stalicla SA, a Swiss specialist company in neurodevelopmental disorders, commencing with autism spectrum disorder. The deal, if successful, will generate milestone payments of $160.5m and a double-digit royalty on sales.
The Company has its headquarters and registered office at Alderley Park, Cheshire. It is listed on AIM in London and trades under the ticker symbol EVG.
THERACRYF PLC 
