Elanix Biotechnologies AG: Agreement in principle reached on the conditions for a non-cash capital increase against a contribution in kind for the progenitor bone cell bank from Inno 4 Cell AG

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Elanix Biotechnologies AG: Agreement in principle reached on the conditions for a non-cash capital increase against a contribution in kind for the progenitor bone cell bank from Inno 4 Cell AG

Berlin, 17 October 2017 - Elanix Biotechnologies AG ("Elanix", "Company") announces today that based on ongoing due diligence, the Management Board of Elanix and the representative of the shareholders of Inno 4 Cell AG, Switzerland ("Target Company") have reached an agreement in principle on further conditions for the contribution in kind of all shares of Inno 4 Cell AG. As announced in the ad hoc of 22 August 2017, Inno 4 Cell AG owns a fetal progenitor bone cell bank, which would provide Elanix Biotechnologies AG synergies with its existing product portfolio and provides a broader basis for future growth in progenitor cell therapy. The Company seeks to secure this cell bank through the issuance of new shares to preserve liquidity.

At this time, company valuation and due diligence of the Inno 4 Cell AG have not been completed. Based on results so far, the valuation of the transaction is expected to be in the range of EUR 10.5 M to EUR 12.5 M. A resolution on the execution by way of a capital increase by way of contribution in kind has not been passed and depends on additional factors. Among others, the transaction is subject to the full and satisfactory completion of the due diligence expected by year end at the earliest.

The transaction structure, which further details are yet to be negotiated between the parties, provides for a respective increase of the Company's share capital by issuing new shares within the scope of a non-cash capital increase from the existing Authorized Capital of Elanix under exclusion of the pre-emptive right of the shareholders. The issue price of the new shares has yet to be determined. It will be based on the stock price and will not be below the issue price of the new shares to be issued within the scope of the planned cash capital increase with pre-emptive rights.

Tomas Svoboda
CEO

Contact/Investor Relations
Elanix Biotechnologies AG
Tomas Svoboda (CEO)
Hohenstaufenstrasse 1
65189 Wiesbaden

E-mail: investor.relations@elanix-bt.com

Phone: +49 611 71 62 76 77
Fax: +49 611 71 69 27 54

About Elanix

Elanix Biotechnologies AG (ISIN: DE000A0WMJQ4; ticker symbol: ELN) develops and commercializes tissue regeneration products for acute wound care, dermatological and gynecological applications, and provides services in cell technologies. The company was founded in 2013 as a spin-out from the Lausanne University Hospital (CHUV), Switzerland, to commercialize a patented progenitor cell technology. Progenitor cells are fully differentiated yet immunologically neutral cells that are very potent inducers of tissue growth and healing. Elanix owns GMP-certified Master and Working cell banks with vast quantities of cells of different cell types.

The Company has its registered office in Berlin and has offices in Wiesbaden and Nyon, Switzerland, where also the subsidiaries are located. For more information visit www.elanix-biotechnologies.com.

Forward-looking statements

This publication contains forward-looking statements subject to certain risks and uncertainties. Actual results may be materially different from those expressed or implied by such statements due to a variety of risk factors and uncertainties such as changes in the business, economic and competitive situation, exchange rate fluctuations, uncertainties regarding litigation or investigation proceedings and the availability of financial resources. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. The Elanix Biotechnologies AG disclaims any obligation to update these forward-looking statements.

Note

This announcement may not be distributed or published in the United States of America (including its territories and possessions), Canada, Japan or Australia or in any jurisdiction in which such publication could be unlawful. In some jurisdictions, distribution of this announcement may be subject to legal restrictions and any person in possession of this document or the information referred to therein should inform themselves about and comply with such restrictions. Failure to comply with such restrictions may constitute an infringement of capital market law of such jurisdictions.

This communication does not constitute an offer or invitation to subscribe for or purchase any securities of Elanix Biotechnologies AG in the United States of America, Germany or any other jurisdiction. No public offer was and will be made in connection with the transaction.

Neither this announcement nor its content may be used as a basis for an offer in any jurisdiction. In the United States of America, the above securities may not be sold or offered absent registration or an applicable exemption from registration requirements under the U.S. Securities Act 1933, as amended (the "U.S. Securities Act"). The securities of the Elanix Biotechnologies AG will not be and have not been registered under the U.S. Securities Act.

This announcement does not constitute a recommendation regarding the purchase, sale or placement of the securities described in this publication.