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Kraków, Poland – July 13, 2020 – The Extraordinary General Meeting of Ryvu Therapeutics’ Shareholders, a clinical stage biopharmaceutical company developing novel small molecule therapies that address emerging targets in oncology, has made the decision to issue up to 2,384,245 Series I ordinary bearer shares, with an exclusion of pre-emptive rights. The share issue will constitute up to 15 percent of the current Company’s share capital. Proceeds from the share issue will be allocated primarily to Company’s R&D program including: the development of SEL120 in the area of solid tumors (27%) and in AML/MDS (9%), further development of preclinical (20%) and discovery programs (22%). The share issue constitutes one of the elements of Ryvu Therapeutics development strategy for 2020-2022. The book-building process starts today.

The issue of series I shares will be carried out in a form of a public offering in Poland, exempt from the obligation to prepare and publish the prospectus or other information document, addressed to qualified investors or investors acquiring shares with a total value of at least EUR 100,000, as well as in a form of a private placement directed to qualified institutional buyers in the U.S., and selected institutional investors outside of the U.S. The adopted issue resolution provides for a priority right, execution of which will allow the current shareholders, to maintain their current stake in shareholding in Ryvu Therapeutics.

The book-building process for new shares in Ryvu Therapeutics starts today. The company plans to raise approx. PLN 166 million from the issue of Series I shares. Ryvu Therapeutics plans to allocate the acquired funds primarily to the SEL120 project, including the development of the compound in new therapeutic indications in the area of solid tumors (27%) and AML/MDS (9%) as well as to the development of its preclinical projects (20%) – two programs in the field of immuno-oncology: the A2A / A2B antagonist, and the STING agonist. The Company will also further develop its discovery phase programs in the area of synthetic lethality and immune-oncology (22%). The remaining amount (22%) will be allocated to finance Ryvu Therapeutics ongoing operations.

– After completion of the corporate split, Ryvu Therapeutics has been able to focus solely on the discovery and development of novel small molecule therapies at the forefront of oncology. In order to maximize our chances of bringing breakthrough cancer therapies to the market, we have decided to increase our investment expenditures. In our opinion, we have a good track record of using efficiently the funds investors entrust us with. Two molecules developed by Ryvu Therapeutics, SEL24 and SEL120 have progressed to clinical studies, with SEL24 already successfully completing Phase I studies. Now we plan to expand the development program of SEL120, testing it in additional potential indications. We also have a broad portfolio of projects at the preclinical and discovery stages and we want to accelerate their further development. All these activities are fully in line with the recently published Ryvu development strategy for 2020–2022 – said Paweł Przewięźlikowski, founder, largest shareholder and Chief Executive Officer at Ryvu Therapeutics.

The role of the joint global coordinators and bookrunners in this offering is performed by IPOPEMA Securities S.A. from Poland and a global investment bank UBS Europe SE. The legal advisors in the transaction are Chabasiewicz, Kowalska and Partners, as well as Greenberg Traurig Grzesiak sp.k.

 

– LEGAL DISCLAIMER –

This press release is solely for information purposes. This press release is by no means intended, whether directly or indirectly, to promote the offering, subscription or purchase of the shares of Ryvu Therapeutics S.A. (the “Company”) referred to in this press release (the “New Shares”) and does not represent advertisement or promotional material prepared or published by the Company for the purpose of promoting the New Shares or their offering or subscription or for the purpose of encouraging an investor, whether directly or indirectly, to subscribe for or acquire the New Shares.

This press release and the information contained in it is not for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This press release is solely for information purposes and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This press release has not been approved by any supervising authority or stock exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The New Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The New Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.

No public offering of the New Shares is being made in the United States, United Kingdom or elsewhere outside Poland. All offers of the New Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time (including any relevant implementing measure in any member state, the “Prospectus Regulation”), from the requirement to publish a prospectus.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by UBS Europe SE or IPOPEMA Securities S.A. as the managers of the offering of the New Shares (the “Managers”), or by any of their or their respective affiliates or agents as to or in relation to, the contents of the information contained in this press release, the accuracy, completeness or sufficiency of this press release or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Each of the Managers is acting solely for the Company and no one else in connection with the offering of the New Shares and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the offering of the New Shares and/or any other matter referred to in this press release.

The distribution of this press release and/or the information about the offering and subscription for the New Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Managers or any of their respective affiliates that would, or which is intended to, permit an offering of the New Shares in any jurisdiction or result in the possession or distribution of this press release or any other offering or publicity material relating to the New Shares in any jurisdiction where action for that purpose is required.

This press release does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This press release does not constitute a recommendation concerning any investor’s option with respect to the offering, subscription and/or purchase of the New Shares. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

 

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About Ryvu Therapeutics

Ryvu Therapeutics is a clinical stage biopharmaceutical company developing novel small molecule therapies that address emerging targets in oncology. Pipeline candidates make use of diverse therapeutic mechanisms driven by emerging knowledge of cancer biology, including small molecules directed at kinase, synthetic lethality, immuno-oncology and cancer metabolism targets. SEL120 is a selective CDK8/CDK19 kinase inhibitor with potential for the treatment of hematological malignancies and solid tumors currently in Phase 1b clinical development for the treatment of acute myeloid leukemia and myelodysplastic syndrome. The second clinical program of Ryvu is SEL24/MEN1703, a dual PIM/FLT3 kinase inhibitor licensed to the Menarini Group which has successfully completed Phase I clinical studies in acute myeloid leukemia and received approval to commence Phase 2 clinical studies.

Other Ryvu programs developed through internal discovery platform are focused on new oncology targets in the area of kinases, synthetic lethality, immunooncology and immunometabolism.

The company was founded in 2007 (until 2019 operating under the name Selvita S.A.) and currently employs more than 150 associates, including more than 80 PhDs. Ryvu is headquartered in Krakow, Poland. Ryvu Therapeutics is listed on the main market of the Warsaw Stock Exchange, and has been a component of sWIG80 index since March 2017.

For more information, please see www.ryvu.com.