Acacia Pharma Announces Debt for Equity Swap with Cosmo Pharmaceuticals

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

Cambridge, UK and Indianapolis, US –  1 June 2020: Acacia Pharma Group plc (“Acacia Pharma”, the “Group” or the “Company”) (EURONEXT: ACPH), a commercial-stage biopharmaceutical company focused on developing and commercializing novel products to improve the care of patients undergoing serious medical treatments such as surgery, invasive procedures or chemotherapy, announces an amendment to the terms of its loan agreement with a wholly-owned subsidiary of Cosmo Pharmaceuticals N.V. (“Cosmo”).

Under the terms of the amendment, the €10 million loan facility that was made available on the approval of BARHEMSYS® is terminated and replaced with a €10 million equity investment at a price of €3.112 per share, which represents an approximately 4.1% premium to the closing share price on 29 May 2020 and equates to 3,213,769 shares to be issued to Cosmo. In addition, a further 367,893 shares are being issued to Cosmo (at an equity subscription price of €2.99 per share) in satisfaction of a €1,100,000 break fee payable under the terms of the loan amendment. The €25 million loan facility, which will be made available by Cosmo on the approval of BYFAVO™, has not been affected by this transaction.

Mike Bolinder, CEO of Acacia Pharma, said “We greatly appreciate the flexibility and strong show of support from our strategic partner, Cosmo Pharmaceuticals, which strengthens our balance sheet as we prepare to begin commercialization later this year.”

Alessandro Della Chà, CEO of Cosmo, said ““We strongly believe that Acacia Pharma has the potential of becoming a leading player in its field. In order to do so the company must be well financed. By moving from debt to equity we contribute towards the strengthening of Acacia Pharma’s financial structure and will now have an equity stake of 18.5% in the company.”

Application will be made to Euronext Brussels for the admission of 3,581,662 Ordinary Shares of £0.02 each (the “New Ordinary Shares”) to begin trading on Euronext Brussels ("Admission”). The New Ordinary Shares will rank pari passu in all respects with the Company's existing Ordinary Shares in issue. Admission to listing is expected on 4 June 2020.

Following issue of the New Ordinary Shares, the Company's total issued share capital will consist of 67,855,918 Ordinary Shares with one voting right per share. The Company does not hold any Ordinary Shares in Treasury. Therefore, following the issue of the New Ordinary Shares, the total number of voting rights in the Company will be 67,855,918.