PAION AG announces fully underwritten rights issue with target gross proceeds of EUR 10 million

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CORPORATE NEWS

PAION AG announces fully underwritten rights issue with target gross proceeds of EUR 10 million

• Two investors have committed to backstop the transaction and acquire the shares

Aachen, 13. October 2023 - The Management Board of the specialty pharma company PAION AG (ISIN DE000A3E5EG5; Frankfurt Stock Exchange, Prime Standard: PA8) has today decided, with the approval of the Supervisory Board, to increase the share capital of the company by partially utilizing the authorized capital by way of a rights issue with target gross proceeds of EUR 10 million. The Management Board and Supervisory Board will determine details of the capital increase, including the subscription price, the number of new shares to be issued and the subscription ratio, at a later date. Subject to the approval of the prospectus for the rights issue by the German Federal Financial Supervisory Authority (BaFin) and the publication of the approved prospectus, it is expected that the subscription period will begin in the second half of October 2023.

The Humanwell Healthcare Group from China has committed itself in an investment agreement – subject to certain conditions – to purchase new shares not subscribed for by existing shareholders or other investors at the subscription price per share in the rights offering for a total amount of up to EUR 6 million. In addition, Nice & Green S.A., a Swiss small/midcap investor, has committed itself in a backstop agreement – subject to certain conditions – to purchase new shares not subscribed for by existing shareholders, or other investors (including Humanwell) at the subscription price per share for an additional total amount of up to EUR 5 million.

The commitment of Humanwell is capped at a number of new shares not exceeding a holding of 19.9% of the voting rights in the company following the settlement. Humanwell also committed itself to a potential follow-on investment in the company through a capital increase under exclusion of subscription rights depending on whether Humanwell’s holding following the rights issue has reached at least 9%. The company also agreed in the investment agreement to reasonably support Humanwell in assuming up to two seats in the company’s supervisory board depending on Humanwell’s participation in the company crossing certain thresholds.

PAION AG will publish the securities prospectus on its website (www.paion.com) after its approval by BaFin. The securities prospectus as well as the subscription offer to be published in the German Federal Gazette (Bundesanzeiger) following the approval of the prospectus will contain the further details of the rights offering, such as details regarding the subscription period during which shareholders may exercise their subscription rights, subscription rights trading, the placement of any rump shares and the expected date of admission of the new shares to trading on the Frankfurt Stock Exchange (Prime Standard).

PAION will use the net proceeds from the capital increase for investments in its commercial infrastructure and launch of Byfavo^® in general anesthesia in Europe, for product life cycle management and fulfillment of development obligations and for general corporate purposes.

Humanwell and PAION are currently jointly evaluating and negotiating potential areas for future collaboration.

Tilmann Bur, CEO of PAION AG, commented: "This capital increase lays the foundation for future growth and a successful market entry of Byfavo^® in general anesthesia in Europe. We are particularly encouraged by the commitment of Humanwell and Nice & Green to participate in this capital increase. Humanwell as a strategic investor is an ideal industrial partner to share PAION’s mission bringing novel products to market to benefit patients, doctors and other stakeholders in healthcare as they have been successful in demonstrating the high potential of Byfavo^® (remimazolam) with strong sales over the last years. Furthermore the strength of our partnership is a reflection of our board's unwavering commitment to transform our company into a commercially successful force, ensuring that every necessary measure will be taken to bring this vision to life.”

About PAION

PAION AG is a publicly listed specialty pharmaceutical company with innovative drugs to be used in hospital-based sedation, anesthesia and critical care services. PAION’s lead compound is Byfavo^® (remimazolam), an intravenous, ultra-short-acting and controllable benzodiazepine sedative/anesthetic. PAION is rolling out Byfavo^® in selected European markets. Byfavo^® is partnered in multiple territories outside of Europe. Byfavo^® is approved in the U.S., the EU/EEA/UK, China, South Korea and Taiwan for procedural sedation and in the EU/EEA/UK, Japan, the Philippines and South Korea for general anesthesia.

In addition, PAION markets two intensive care products in selected European countries: Angiotensin II (GIAPREZA^®), a vasoconstrictor indicated for the treatment of refractory hypotension in adults with septic or other distributive shock, and eravacycline (XERAVA^®), a novel fluorocycline type of antibiotic indicated for the treatment of complicated intra-abdominal infections in adults.

PAION’s mission is to be a leading specialty pharmaceutical company in the fields of anesthesia and critical care by bringing novel products to market to benefit patients, doctors and other stakeholders in healthcare.

PAION is headquartered in Aachen (Germany).

IR contact:

Ralf Penner

SVP Investor Relations & Corporate Communications

PAION AG

Heussstrasse 25

52078 Aachen – Germany

Phone +49 241 4453-152

E-mail r.penner@paion.com

www.paion.com

Important notes:

This release contains certain forward-looking statements concerning PAION AG. These reflect the best estimates and assumptions made by the management of PAION AG as of the date of this release and involve certain risks, uncertainties and other factors. If the circumstances underlying the Company's assumptions change, actual results and actions may differ materially from those implied or expressly anticipated. In light of these risks, uncertainties as well as other factors, recipients of this publication should not place undue reliance on these forward-looking statements. PAION AG does not undertake any obligation to update or revise any such forward-looking statements to reflect future events or developments.

This publication constitutes neither an offer nor a solicitation of an offer to purchase securities in the United States of America or any other country. Neither this publication nor its contents may be relied upon in connection with any offer in any jurisdiction. The securities of PAION AG may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"). The securities of PAION AG have not been and will not be registered under the Securities Act.