Korneuburg, Austria, March 19, 2026
The Executive Board of Marinomed Biotech AG (“Company”) resolved today, with the approval of the
Supervisory Board, to carry out a capital increase against cash contributions—while preserving the
subscription rights of existing shareholders—by partially utilizing the authorized capital provided for
in Section 5(6) of the Articles of Association, in order to meet short-term capital requirements, and to
increase the share capital from the current EUR 1,839,940 by up to EUR 459,985 through the issuance
of up to 459,985 new no-par value bearer shares (“New Shares”) with a notional proportionate
amount of the share capital of EUR 1.00 per share to up to EUR 2,299,925 (the “Capital Increase”).
Existing shareholders of the Company (“Existing Shareholders”) will be granted subscription rights
(“Subscription Rights”) on a 4:1 basis, i.e., for every four existing shares, one New Share may be
subscribed for at a subscription price of EUR 14.00 per New Share (“Subscription Price”). The goal of
the transaction is to generate gross proceeds of at least EUR 2 million.
Because the Company has not yet received sufficient payments from the transfer of the Carragelose
business to Unither Pharmaceuticals (“Unither”), the Company has a short-term capital requirement
to cover its anticipated liquidity needs of approximately EUR 2 million until mid of the fiscal year 2026.
The net proceeds from the capital increase are therefore to be used to fulfill the restructuring plan
and close the financing gap.
The Company will make use of the prospectus exemptions provided for in Article 1(4)(db) and Article
1(5)(ba) of Regulation (EU) 2017/1129 (“Prospectus Regulation”), as amended, in connection with the
offering of the New Shares and the admission of the New Shares to trading on the Vienna Stock
Exchange. The document required for this purpose pursuant to Annex IX of the Prospectus Regulation
will be filed in electronic form with the Financial Market Authority (FMA), as the competent authority
of the home Member State, prior to the commencement of the public offering and will be made
available to the public at the same time as it is filed with the FMA via the website
www.marinomed.com.
The record date for the entitlement of existing shareholders to subscribe for New Shares is March 25,
2026, at 11:59 p.m. CEST (“Record Date”). The subscription period is scheduled to begin on March 26,
2026 9:00 a.m. Central European Time and is expected to end on April 9, 2026 5:40 p.m. Central
European Time, although the subscription period may be extended at any time. The subscription
rights will not be tradable on the Vienna Stock Exchange. Any New Shares not subscribed for through
the exercise of subscription rights in connection with the subscription offer (“Rump Shares”) will be
offered following the subscription offer as part of a prospectus-exempt private placement (“Rump
Placement”) to eligible institutional investors and selected non-institutional investors within the
European Economic Area at the Subscription Price. A binding commitment has been received from
an institutional investor who, as of today, does not yet hold any shares in the Company, to subscribe
for and acquire New Shares in the total amount of EUR 1 million at the Subscription Price as part of the
Rump Placement.
This announcement is made in accordance with Article 17 of the Market Abuse Regulation (EU) No.
596/2014.
Disclaimer:
The New Shares and Subscription Rights have not been and will not be registered under any foreign
securities laws—in particular under the U.S. Securities Act of 1933, as amended (“Securities Act”) – with
foreign securities authorities and may not be offered or sold, in particular in the United States of
America (“U.S.”), without registration or an exemption from the registration requirements under the
Securities Act. This announcement is not intended for distribution in the U.S. or within the U.S. and may
not be distributed or forwarded to publications with general circulation in the U.S. Foreign
shareholders may be subject to restrictions on the exercise of their subscription rights. Foreign
shareholders are therefore urged to inform themselves of the restrictions applicable to them
regarding the exercise of subscription rights. This announcement is neither an offer to sell nor a
solicitation of an offer to subscribe for or purchase securities in countries where such an offer or
solicitation is legally prohibited.
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