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Faron’s €40 million lifeline: fully covered, but shareholders have weeks to decide

The Finnish biotech is going back to shareholders with a fully covered offering, aiming to fund a pivotal Phase II trial in high-risk myelodysplastic syndrome — and postponing its AGM for reasons that are anything but routine

Just days after postponing its Annual General Meeting, Faron Pharmaceuticals (AIM: FARN, First North: FARON) has published the final terms of a rights offering designed to raise approximately €40 million. The move, confirmed in a company announcement on Investegate on March 10, 2026, comes at a critical juncture: according to the same announcement, the company’s working capital will only last until mid-April 2026 without this new funding.

The terms of the offering

According to the March 10 announcement, the rights offering will issue up to 80,158,126 new shares at a subscription price of €0.50 per share — a discount of 7.54% to the theoretical ex-rights price, based on the closing price of €0.569 on Nasdaq Helsinki on March 9, 2026.

Crucially, the offering is fully covered before it even opens to the public. According to the same source, the company has received a combination of subscription commitments, cornerstone commitments, and guarantees totalling 100% of the €40 million target. The structure breaks down as follows: €4.71 million in binding subscription commitments from existing shareholders including long-term investor Blood Cancer United Therapy Acceleration Program® (TAP); €7.05 million in cornerstone commitments from new investors; and €28.32 million in subscription guarantees covering any shares not otherwise subscribed — subject to certain conditions, including one tied to bond instrument amendments with Heights Capital Management.

Blaine Robinson, PhD, Vice President of TAP, was quoted in the release: “There remains a critical need for new treatments for patients with blood cancers, and TAP is designed to accelerate the most promising treatments with the potential to transform outcomes.”

For existing shareholders, 13 subscription rights will entitle the holder to subscribe for 9 new shares. The subscription period runs from March 17 to April 2, 2026 on First North, and closes March 31 on AIM. Final results of the offering are expected April 9, with new shares listed from April 15.

Why the cash is needed now

The urgency of this capital raise was detailed in our piece published on March 4, 2026. According to that article, citing the company’s 2025 financial statements, cash was only sufficient to support activities until the second quarter of 2026. A €9.25 million convertible bond tranche drawn in late 2025 had extended the runway from roughly six weeks — the position in November 2025 — to around May 2026. Without the rights offering, the company’s options were narrowing fast.

According to the March 10 announcement, net proceeds of approximately €32.8 million are intended to fund a specific and ambitious goal: a randomized, 90-patient Phase II trial of bexmarilimab in combination with azacitidine for frontline high-risk myelodysplastic syndrome, along with up to five investigator-initiated trials across melanoma, non-small cell lung carcinoma, soft tissue sarcoma, breast cancer, and acute myeloid leukaemia. With full proceeds, the company’s cash runway would extend to November 2027.

The AGM postponement — just administration?

In a separate announcement filed on Investegate on March 9, Faron confirmed that its Annual General Meeting, previously scheduled for March 30, has been moved to May 4, 2026.

This is not routine housekeeping. The original AGM date fell directly inside the live rights offering window — the subscription period runs from March 17 to April 2, with new shares not listed until April 15. Holding a general meeting while a rights offering is in flight creates a governance problem: shareholders cannot make informed voting decisions when they don’t yet know their final diluted ownership position, and the share register is in active flux. Moving the AGM to May 4 — three weeks after the new shares are listed and the dust has settled — is the correct and legally appropriate sequencing. It also signals that management is prioritizing the capital raise above everything else right now, as it should be.

The scientific case for the bet

The reason investors are being asked to believe — and the reason the offering was fully covered before going public — lies in the clinical data. As covered in our March 4 article, bexmarilimab, a novel immunotherapy targeting Clever-1 receptors on immunosuppressive macrophages, produced efficacy results from the BEXMAB Phase I/II trial that were presented as oral presentations at ASCO, EHA, ESMO, and ASH in 2025 — four of the most prestigious oncology congresses in the world. Results were described as among the highest ever reported in HR-MDS prospective trials.

Regulatory progress supports the clinical narrative. Both the EMA and FDA have granted bexmarilimab orphan drug designation for high-risk MDS, and the company held a productive End of Phase 2 meeting with the FDA in late 2025, receiving positive feedback on its clinical development path toward a potential pivotal trial.

CEO Dr. Juho Jalkanen framed the opportunity directly in the March 10 announcement: “Our data from the open-label BEXMAB Phase I/II trial and recent developments in the field of HR MDS has put us in a leading position in this field. With this raise we aim to deliver a randomized placebo-controlled Phase IIb data set for regulatory and business purposes.”

The investor takeaway

The rights offering is highly dilutive. As we wrote in the March 4 article, the new shares represent approximately 67% of the current shares outstanding — existing shareholders who do not participate will see their stakes significantly reduced. That is a real cost that should not be minimized.

But the offering being 100% covered before opening to public shareholders is a meaningful signal. It means the company’s largest and most informed investors — those with the deepest due diligence on bexmarilimab’s clinical profile — have already committed. That doesn’t eliminate risk. It does suggest the risk is being priced by people who have done the work.

As cited before, analyst Patrick Trucchio at H.C. Wainwright has reiterated a Buy rating with a £10 price target against a current share price of €0.569. The question for investors participating in this offering is whether the Phase II trial — the one this €40 million raise is specifically designed to fund — can replicate and extend what the Phase I/II data has already suggested.

The subscription period opens March 17. Investors have until April 2 on First North to decide.

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