Epigenomics AG Announces Closing of Agreement on the Acquisition of Almost All of the Company's Assets and Adjustment of Guidance for 2023

Epigenomics AG Announces Closing of Agreement on the Acquisition of Almost All of the Company's Assets and Adjustment of Guidance for 2023

• Successful closing of agreement with New Day Diagnostics LLC: transfer of almost all assets
• Initial cash payment of USD 0.5 million and interest in New Day Diagnostics LLC received; eligible for additional payments until 2043
• Earnings forecast for fiscal 2023 adjusted

Berlin, Germany, October 10, 2023 – Epigenomics AG (Frankfurt General Standard: ECX1; the “Company”) closed today the agreement entered into on July 24, 2023 with New Day Diagnostics LLC (“New Day Diagnostics”), a U.S.-based diagnostics and contract research company, for the sale of its major assets. As a result, almost all of the Company's assets have been transferred to New Day Diagnostics.

As part of the closing, the Company has received as consideration a cash payment of USD 0.5 million and an interest in New Day Diagnostics. Furthermore, the Company is entitled to payments in the amount of USD 1.0 million as of December 1, 2023 and further USD 0.3 million as of June 30, 2024.

Jens Ravens, Executive of Epigenomics AG: “The transfer of almost all assets now completed represents the closing of the sale which was overwhelmingly approved by our Extraordinary General Meeting on September 11, 2023. In the view of the Executive Board and the Supervisory Board, the transaction is currently the most promising way to create value for our shareholders. The sale also offers the realistic possibility that Epigenomics' intensive upfront work will benefit patients through the further development of the blood-based colorectal cancer screening test.”

The agreement with New Day Diagnostics provides for further potential cash payments. These payments depend, for one thing, on the achievement of certain milestones related to Epi proColon and in particular Epi proColon “Next-Gen” and can amount to up to USD 8.0 million. On the other hand, the Company is eligible for license payments and earn-out payments (mainly in the form of royalties on sales) in the period until 2043, the end of the patent lifetime, which are dependent on the commercialization of Epi proColon “Next-Gen”.

As a consequence of the closing of the agreement with New Day Diagnostics, the Company has adjusted its guidance for 2023 and now expects an adjusted EBITDA (before share-based payment expenses) in a range of EUR -4.5 million to EUR -5.5 million (previously EUR -7.0 million to EUR -9.0 million). The adjustment results essentially from the income for the year 2023 from the contract with New Day Diagnostics. The expected cash-consumption for 2023 of EUR 7.0 million to EUR 9.0 million remains unchanged.

Contact:
Company
Epigenomics AG, Bertha-Benz-Strasse 5, 10557 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.