Newron launches a private placement of new shares

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Milan, Italy – September 25, 2017 – Newron Pharmaceuticals S.p.A. (“Newron” or the “Company”, SIX: NWRN), a biopharmaceutical company focused on the development of novel therapies for patients with diseases of the central and peripheral nervous system, announces the launch of a private placement of up to 2,000,000 new shares to institutional investors (representing up to 12.6% of the company’s current share capital), with the ordinary shares originating from the capital increases approved and empowered by Newron’s shareholders’ meetings in 2015 and 2016 (the “Transaction”). In line with the granted shareholders’ approvals, option rights of the existing shareholders are excluded.

Newron intends to use the net proceeds of the Transaction for general corporate purposes, including the financing of the Company’s operations and research programs and for the development of the Company’s current and future pipeline products, with a focus on Evenamide. The Company has a focus on developing drugs for orphan indications and products/product candidates that need specialized regulatory and development efforts. Newron is seeking opportunistic additions to the Company’s pipeline portfolio and, if such aforementioned development programs are successful, will explore the possibility of establishing commercialisation operations for certain selected territories.

The new shares will be placed with institutional investors through an accelerated bookbuilding process, which will open with immediate effect. Newron will announce the results of the issuance as soon as possible after the closing of the book-build in a subsequent press release.

In relation to the Transaction, the Company has agreed to a lock-up undertaking for a period of 90 calendar days on future share issuances, subject to certain customary exceptions. The Company’s senior management and all members of the Board of Directors have also agreed to a lock-up undertaking for a period of 90 calendar days on future share disposals, subject to customary exceptions. No other parties have entered into any lock-up undertakings.

About Newron Pharmaceuticals

Newron (SIX: NWRN) is a biopharmaceutical company focused on the development of novel therapies for patients with diseases of the central and peripheral nervous system. The Company is headquartered in Bresso near Milan, Italy. Xadago® (safinamide) has received marketing authorization for the treatment of Parkinson’s disease in the European Union, Switzerland and the USA, and is commercialized by Newron’s Partner Zambon. US WorldMeds holds the commercialization rights in the USA. Meiji Seika has the rights to develop and commercialize the compound in Japan and other key Asian territories. In addition to Xadago® for Parkinson’s disease, Newron has a strong pipeline of promising treatments for rare disease patients at various stages of clinical development, including sarizotan for patients with Rett syndrome and ralfinamide for patients with specific rare pain indications. Newron is also developing Evenamide as the potential first add-on therapy for the treatment of patients with positive symptoms of schizophrenia. For more information, please visit: www.newron.com

For more information, please contact

Media

Newron
Stefan Weber – CEO
+39 02 6103 46 26
[email protected]

UK/Europe
Julia Phillips, FTI Consulting
+44 20 3727 1000
[email protected]

Switzerland
Martin Meier-Pfister, IRF Communications
+41 43 244 81 40
[email protected]

Germany/Europe
Anne Hennecke, MC Services
+49 211 52925222
[email protected]

USA
Alison Chen, LaVoieHealthScience
+1 617 374 8800, Ext. 104
[email protected]

Investors and Analysts

Newron
Stefan Weber – CEO
+39 02 6103 46 26
[email protected]

UK/Europe
Julia Phillips, FTI Consulting
+44 20 3727 1000
[email protected]

Switzerland
Martin Meier-Pfister, IRF Communications
+41 43 244 81 40
[email protected]

Germany/Europe
Anne Hennecke, MC Services
+49 211 52925222
[email protected]

USA
Beth Kurth, LaVoieHealthScience
+1 617 374 8800, Ext. 106
[email protected]

Important Notices

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange AG or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This document is not for publication or distribution in the United States of America, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under Securities Act. Newron does not intend to register any part of the offering in the United States. There will be no public offering of the securities in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an “EEA Member State”) that has implemented Directive 2003/71/EC (together with the 2010 PD Amending Directive 2010/73/EU, including any applicable implementing measures in any Member State, the “Prospectus Directive”) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Newron and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Newron assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

Neither Newron nor any of its respective directors, officers, employees, agents, affiliates or advisers is under any obligation to update, complete, revise or keep current the information contained in this document to which it relates or to provide the recipient of with access to any additional information that may arise in connection with it.