DGAP-Adhoc: Continued funding of 4SC AG - Investor

4SC AG / Key word(s): Corporate Action/Miscellaneous 12.02.2014 18:11 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Continued funding of 4SC AG: Investor undertakes to subscribe to convertible notes for up to EUR 15 million nominally Planegg-Martinsried, 12 February 2014 - 4SC AG (Frankfurt, Prime Standard: VSC) today announced that it has entered into an agreement with YA Global Master SPV Ltd. ('Yorkville') in which Yorkville undertakes to subscribe to convertible notes in the amount of up to EUR 15 million. Under the terms of the agreement, Yorkville is obligated until 31 December 2016 to purchase convertible notes in a total nominal amount of EUR 15 million at an issue price corresponding to 95% of the nominal amount. 4SC AG may issue the convertible notes in tranches of EUR 500,000.00 each at its discretion. Each tranche comprises 500 notes carrying equal rights, each with a nominal value of EUR 1,000, which may be transferred without the Company's approval. The convertible notes will only be issued and may only be traded in lots with a total nominal value of at least EUR 125,000. The convertible notes carry no interest, have a term of up to nine months and may be converted into shares of 4SC by the holder at any time. The conversion price equals the volume weighted average trading price of 4SC shares during a five-day period prior to the time of conversion, less a 5% discount, but it cannot be lower than 80% of the closing price of 4SC shares during the five-day period prior to the Management Board's resolution to issue the convertible notes. To the extent permitted by the authorisation of 4SC's General Meeting, the convertible notes will be issued without pre-emptive rights of the existing shareholders. 4SC AG is currently authorised to issue convertible notes that may be converted into up to 5,037,181 shares excluding pre-emptive rights. Additional convertible notes resulting in the issuance of up to an additional 2,462,819 shares may be issued with pre-emptive rights of existing shareholders. Utilising the full nominal amount of EUR 15 million might require additional authorisation by 4SC's general meeting. 4SC expects the proceeds from the issuance of these convertible notes to provide key support for ensuring the Company's funding in the short and medium term. In addition, 4SC will use the funds to push ahead with preparations for conducting the planned late-stage clinical development of its cancer compound resminostat in the liver cancer indication. Ad hoc ends --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: Enno Spillner, CEO of 4SC AG, commented: 'This positive agreement with Yorkville gives us a flexible financing option that will help us strengthen the Company's financial position during the preparations for conducting the planned late-stage clinical development of our cancer compound resminostat in the liver cancer indication. We are delighted about the confidence shown in us and are looking forward to collaborating successfully with our partner Yorkville. In addition to signing this agreement with Yorkville, we will review other financial and strategic options to enable us to implement our planned clinical trial programme with resminostat.' Saad Gilani, Head of the Healthcare Group at Yorkville, commented: 'We are pleased to invest in 4SC and work together with its well-versed management team in order to support 4SC in its preparations for the ongoing development of its main product for the treatment of liver cancer and thus further develop 4SC's assets.' About 4SC The Group managed by 4SC AG (ISIN DE0005753818) discovers and develops targeted, small-molecule drugs for treating diseases with high unmet medical needs in various cancer and autoimmune indications. These drugs are intended to provide innovative treatment options that are more tolerable and efficacious than existing therapies, and provide a better quality of life. The Company's pipeline comprises promising products that are in various stages of clinical development. 4SC's aim is to generate future growth and enhance its enterprise value by entering into partnerships with leading pharmaceutical and biotech companies. Founded in 1997, 4SC had a headcount of 78 employees (57 FTEs) at 30 September 2013. 4SC AG has been listed on the Prime Standard of the Frankfurt Stock Exchange since December 2005. Cautionary statement regarding forward-looking statements This press release contains certain forward-looking statements. Any forward-looking statement applies only on the date of this press release. By their nature, forward-looking statements are subject to a number of known and unknown risks and uncertainties that may or may not occur in the future and as a result of which the actual results and performance may differ substantially from the expected future results or performance expressed or implied in the forward looking statements. No warranties or representations are made as to the accuracy, achievement or reasonableness of such statements, estimates or projections, and 4SC AG has no obligation to update any such information or to correct any inaccuracies herein or omission herefrom which may become apparent. For more information please visit www.4sc.com or contact: 4SC AG Jochen Orlowski, Corporate Communications & Investor Relations jochen.orlowski(at)4sc.com, Tel.: +49-89-7007-6366 MC Services Raimund Gabriel raimund.gabriel(at)mc-services.eu, Tel.: +49-89-2102-2830 The Trout Group Chad Rubin crubin(at)troutgroup.com, Tel.: +1-646-378-2947 12.02.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: 4SC AG Am Klopferspitz 19a 82152 Martinsried Germany Phone: +49 (0)89 7007 63-0 Fax: +49 (0)89 7007 63-29 E-mail: public@4sc.com Internet: www.4sc.de ISIN: DE0005753818 WKN: 575381 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------