Current report 5/2026 – Execution of Amendments to Agreements Concerning Cooperation with Tang Capital

Legal basis: Article 17(1) MAR – inside information, 17:04

Report content:

With reference to current report No. 4/2024 dated 22 May 2024 regarding the execution by Celon Pharma S.A. (“Company”, “Celon”) and Tang Capital Management, LLC (“Tang Capital”) of agreements concerning cooperation aimed at establishing Novohale Therapeutics, LLC (“Novohale”) and the further development of the drug Falkieri through the implementation of a Phase III clinical trial for the treatment of bipolar depression, as well as the information provided by the Company in its periodic reports, the Management Board of the Company informs that on 13 March 2026 the parties entered into amendments to the aforementioned agreements (the “Amendments”).

The Amendments stipulate that:

a) within the initial share capital of Novohale amounting to USD 30,000,000, USD 7,000,000 will constitute the contribution made by Celon (this amount has already been fully contributed), USD 22,460,000 will be contributed by Tang Capital, and USD 540,000 by a natural person (under the previous agreement the respective amounts were USD 20,000,000 contributed by Celon and USD 10,000,000 by Tang Capital).
As a result, Celon will be entitled to 55.1% of the profits, losses and net assets of Novohale (economic interest), while holding 17.9% of the voting rights (previously 79.1% and 18.9%, respectively).

The provision that in the event of an initial public offering (IPO) by Novohale, Celon’s voting rights will be aligned with the level of the Company’s economic interest remains unchanged.

b) the option for Celon to purchase all shares of Tang Capital in Novohale at any time between 1 January 2025 and the 60th day after the delivery of the clinical trial results to Celon has been fully removed.
At the same time, Tang Capital will have the option to invest an additional amount in Novohale of up to USD 25,000,000 (previously USD 30,000,000) in exchange for new shares issued by Novohale at a post-money valuation of USD 100,000,000.

c) one person designated by Celon will be allowed to attend meetings of the Novohale Board of Directors as an observer without voting rights (previously, a Celon representative was one of the three members of the Novohale Board of Directors with voting rights).

The Amendments to the original agreements were executed in connection with the mutual intentions of both parties regarding a greater capital involvement of Tang Capital in the Falkieri project, reflecting Tang Capital’s current commitment to the further development of this project, while Celon focuses more on its other proprietary development projects.

The Amendments entered into force on 13 March 2026.