TCB CAPITAL advisors

Conclusion of an Agreement on the Acquisition of Almost All Assets

July 24, 2023

Berlin, Germany, July 24, 2023 – Epigenomics AG (Frankfurt Prime Standard: ECX1, OTCQX: EPGNY; the “Company”) entered today into an agreement (the “Agreement”) on the acquisition of almost all its assets with New Day Diagnostics LLC (the “Acquirer”). This successfully concludes the negotiations on such an agreement announced in the ad hoc dated June 12, 2023. Under the Agreement, the Company undertakes to transfer its patents as well as its entire biobank to the Acquirer and thus transfers all its assets within the meaning of Sec. 179a of the German Stock Corporation Act to the Acquirer. Therefore, in addition to other closing conditions, the agreement requires the approval of the shareholders'; meeting of the Company. The shareholders' meeting is scheduled for September 11, 2023, and, in addition to approving the Agreement, is also to resolve on the corresponding amendment to the corporate purpose of the Company. In return, the Company receives a purchase price of up to USD 12.05 million, which consists of the following elements:

  • Cash payments in the amount of USD 1.8 million which become due in the amount of US$ 0.5 at closing, USD 1.0 on December 1, 2023, and USD 0.3 on June 30 2024;
  • Additional cash payments in the amount of up to USD 8.0 million which become due when certain milestones with regard to Epi proColon and Epi proColon “Next-Gen” are reached (in particular with regard to the further development of the “Next-Gen”-Test); as well as
  • A shareholding of 3.0% in the Acquirer

In addition, the Company receives license payments and earn-out payments (mainly in the form of royalties on sales), which the Company will receive in the event of commercialization of Epi proColon “Next-Gen” until 2042 (when the patent ends).

Company Contact
Epigenomics AG, Geneststrasse 5, 10829 Berlin
Tel +49 (0) 30 24345 0, Fax +49 (0) 30 24345 555, Email: contact@epigenomics.com

Investor Relations
IR.on AG, Frederic Hilke, Tel +49 221 9140 970, Email: ir@epigenomics.com

Note on Forward-Looking Statements
This publication expressly or implicitly contains forward-looking statements concerning Epigenomics AG and its business. These statements involve certain known and unknown risks, uncertainties and other factors that may cause Epigenomics AG's actual results, financial condition and performance to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Epigenomics makes this announcement as of the date of this release and does not intend to update any forward-looking statements contained herein as a result of new information or future events or otherwise.

About
Epigenomics AG
Epigenomics AG is a molecular diagnostics company focused on blood testing for the early detection of cancer. Based on its proprietary biomarker technology for the detection of methylated DNA, Epigenomics developed blood tests for various cancer indications with high unmet medical needs.
About
New Day Diagnostics, LLC
New Day Diagnostics, LLC, located in Boca Raton, FL, is a diagnostic healthcare company committed to the development of innovative diagnostic solutions that lead to improved patient outcomes while reducing health care costs. New Day is in active development of affordable state-of-the-art rapid, point-of-care tests that allow early detection and monitoring of disease through accuracy, ease of use, and speed, facilitating treatment.
About
TCB Capital advisors
TCB Capital Advisors specializes in advising on companies' buying, selling, investment, and growth strategies. TCB offers a tailored approach to each of our clients. Outside of transactions alone, work with our clients can include building a corporate development function, working with the business development team to grow revenue, or post-transaction integration and consulting services. Our ethos asserts that such services aren't isolated from transactions, but integral to supporting management towards successful expansion or exit. TCB Capital Advisors is an affiliate of Weild & Co. Securities transactions effected through Weild & Co., member FINRA/SIPC.

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