DGAP-Adhoc: 4SC AG plans to issue new shares to finance the

4SC AG / Key word(s): Capital Increase/Financing 22.06.2015 13:40 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION, PUBLICATION, OR TRANSMISSION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. 4SC AG plans to issue new shares to finance the further development of its epigenetic lead anti-cancer compound resminostat - Cash capital increase by way of a rights offering of up to 8.2 million new shares and targeted gross proceeds of EUR 24-29 million - Clinical Phase II trial of resminostat in the indication of CTCL planned with goal of achieving market approval in Europe - Major shareholder Santo Holding supports the resminostat strategy and considers significant participation in the rights offering - Capital increase against contributions in kind by way of an issue of up to approx. 2.0 million new shares to swap a substantial portion of a shareholder loan from Santo Holding into equity Planegg-Martinsried, Germany, 22 June 2015 - The Management Board of 4SC AG (Frankfurt, Prime Standard: ISIN DE000A14KL72, VSC) today resolved with the approval of the Supervisory Board to conduct a financing measure in order to further develop its existing innovative research and development programmes. To this end, the Company is planning a cash capital increase by way of a rights offering for existing shareholders. A total of up to approx. 8.2 million new shares will be offered for subscription. Any new shares not subscribed for will be offered for sale to selected institutional investors in Europe and internationally in private placements. In addition, the Management Board and Supervisory Board of 4SC AG today resolved to issue up to approx. 2.0 million new shares (Consideration Shares) as part of a capital increase against contributions in kind in order to swap a substantial portion of an existing loan from major shareholder Santo Holding (Deutschland) GmbH into equity. Existing shareholders, including Santo Holding, also consider participating in the rights offering by a significant degree, with Santo Holding intending to keep its overall interest in the Company's share capital below 50%. Capital increase by way of a rights offering and against contributions in kind: 4SC AG intends to increase its share capital from EUR 10,216,646.00, composed of 10,216,646 no-par value bearer shares, to up to EUR 20,433,292.00, composed of up to 20,433,292 shares, while partially utilising authorised capital. With the rights issue, the share capital of the Company will be increased by up to EUR 8,173,316.00 in return for cash contributions by up to 8,173,316 new no-par value bearer shares, each with a notional par value of EUR 1.00. The new shares (Offer Shares) will be offered to the existing shareholders through indirect pre-emptive rights by Baader Bank AG, Unterschleißheim (Germany). The subscription ratio is 5:4, which means five existing shares entitle the holder to subscribe for four new shares. There shall be no organised trading in subscription rights. The subscription period is scheduled to begin on 23 June 2015 and end on 6 July 2015 at midnight (24:00 hrs.) (CEST). The subscription price per new share is expected to be determined on 3 July 2015, taking into account the volume-weighted average price (VWAP) of 4SC AG in the XETRA electronic trading system on the Frankfurt Stock Exchange from the beginning of the subscription period until close of trading on 2 July 2015, less any discount yet to be determined. The subscription price will amount to no more than EUR 5.00. Any new shares not subscribed in the offering will be offered for sale in private placements to institutional investors in Europe and internationally after the end of the subscription period. The Company aims to generate gross proceeds of EUR 24-29 million from the cash capital increase. Moreover, 4SC AG plans to issue up to 2,043,330 new shares (Consideration Shares) as part of a capital increase against contributions in kind. The Consideration Shares may represent up to 10.00% of the Company's total share capital issued and outstanding following the full consummation of the offering and the full issuance of the Consideration Shares. The capital increase against contributions in kind serves to repay up to EUR 6 million of an existing loan from major shareholder Santo Holding. Use of proceeds: 4SC AG intends to use the proceeds from the cash capital increase primarily for the further clinical development of its epigenetic anti-cancer compound resminostat in the indication of cutaneous T-cell lymphoma (CTCL). In particular, the Company plans to finance a clinical Phase II trial in this haematological cancer indication scheduled to begin in early 2016. If successful, the trial data could be the basis for an application for conditional approval on the European market. The Company intends to secure its overall financing until the results of the CTCL study are expected in the second half of 2018. Furthermore, the proceeds will serve to further accelerate preparations for clinical Phase II trials with the anti-cancer compound 4SC-202, the initiation of partnerships for the further clinical development of the anti-cancer compound 4SC-205 and negotiations with potential partners concerning all of the Company's compounds. Rights offering and securities prospectus: Additional details concerning the cash capital increase are available in the rights offering, which is expected to be published in the Federal Gazette on 22 June 2015 and to be also accessible from the websites of 4SC AG at www.4sc.de or www.capital.4SC.de from that day forward. The public offering of shares from the cash capital increase and the admission of the new shares from both capital increases to trading on the Regulated Market (Prime Standard segment) of the Frankfurt Stock Exchange are being conducted based on a securities prospectus submitted to the Federal Financial Supervisory Authority (BaFin) yet to be approved. Approval is anticipated on 22 June 2015. From this point forward, the prospectus will be accessible from the websites of 4SC AG at www.4sc.de or www.capital.4SC.de. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: Baader Bank AG acts as Global Coordinator and Sole Bookrunner for the offering. Enno Spillner, CEO of 4SC AG, commented: 'The aim of this corporate action is to initiate a potential registration trial in the indication of CTCL. This is a cancer in which we see a great medical need and also an attractive potential market. Two drugs from the same class of compounds as resminostat - histone deacetylase (HDAC) inhibitors - have already been approved for this indication in the USA, although none has been approved to date in Europe. We would like to fill this gap in the market. Our most recent projections indicate that resminostat could achieve peak sales of up to EUR 140 million per annum as potentially the first approved HDAC inhibitor within Europe. We are convinced that with this development step - pending prior successful coordination with the regulatory authorities regarding the study plan and positive study results - we will be able to significantly improve our prospects for success in achieving relatively rapid market approval with a comparatively low level of risks and at moderate costs, thus generating value for both 4SC and its shareholders. Enno Spillner continued: 'In the coming years, we also see additional substantial value enhancement opportunities for our drug programmes. The two ongoing Phase II trials by our long-time Japanese partner Yakult Honsha investigating resminostat in the indications of liver cancer (HCC) and non-small-cell lung cancer (NSCLC) in Asia are at an advanced stage. We are waiting anxiously for the data on overall survival and validation of the potentially predictive ZPF64 biomarker, which we may be able to use in the medium term in our own further development activities with resminostat. We also see the potential for our other innovative oncology compounds besides resminostat - our second epigenetic compound 4SC-202 and our oral anti-mitotic anti-cancer agent 4SC-205 - to unlock considerable value in the future, both through our own development activities and through potential partnerships.' About 4SC The Group managed by 4SC AG (ISIN DE000A14KL72) 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 pharmaceutical and biotech companies. Founded in 1997, 4SC had a headcount of 68 employees (58 FTEs) at 31 March 2015. 4SC AG has been listed on the Prime Standard of the Frankfurt Stock Exchange since December 2005. Legal note These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Germany or any other jurisdiction. The shares (the 'Shares') of 4SC AG (the 'Company') may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of Shares in the Company in the United States. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus. The prospectus will be available for free at 4SC AG, Am Klopferspitz 19a, 82152 Planegg-Martinsried, Germany, and on the websites of 4SC AG at www.4SC.de and www.capital.4SC.de. 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 Katja Arnold, Michelle Kremer katja.arnold(at)mc-services.eu, Tel.: +49-89-2102-2840 22.06.2015 The DGAP 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: DE000A14KL72 WKN: A14KL7 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News-Service ---------------------------------------------------------------------------