Closing of the subscription of G series shares and sale of a part of B series shares in a public offering

Current report no. 4/2021

Date of preparation: 15 April 2021

Subject: Closing of the subscription of G series shares and sale of a part of B series shares in a public offering

Legal basis: § 16 sec. 1 of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodical information disclosed by issuers of securities and conditions for recognition as equivalent of information required by the provisions of law of a country other than a member state

The Management Board of Captor Therapeutics S.A. with its registered office in Wrocław (“Company”) discloses to the public information concerning the closed:

1. public subscription for 871,500 series G ordinary bearer shares of the Company (“New Shares”); and
2. public sale of 198,000 series B ordinary bearer shares of the Company (“Sale Shares”)

(The New Shares jointly with the Sale Shares are referred to as the “Offered Shares”) (“Offering”).

The Sale Shares were offered by Mr. Marek Skibiński and Mr. Paweł Holstinghausen Holsten (“Offerors”) (each of the Offerors selling up to 99,000 Sale Shares).

Public subscription of the New Shares and public sale of the Sale Shares was carried out in connection with the admission of some securities of the Company to trading on the primary market operated by Giełda Papierów Wartościowych w Warszawie S.A.

1. Date of commencement and closing of subscription or sale:

23 March 2021 – 30 March 2021 (by 5:00 p.m.) - subscriptions were submitted by individual investors.

23 March 2021 – 30 March 2021 - the book building process among institutional investors was conducted.

31 March 2021 – 6 April 2021 - subscriptions were submitted by institutional investors.

7 April 2021 - subscriptions were submitted by substitute investors.

2. Date of allotment of securities:

The allotment of the Offered Shares took place on 8 April 2021.

3. Number of securities subject to subscription or sale:

871,500 New Shares were subject to public subscription.

198,000 Sale Shares were subject to public sale.

4. Reduction rate in particular tranches, if in at least one tranche the number of allotted securities was less than the number of securities for which subscriptions were submitted:

The Offered Shares were offered in two tranches:

1. individual investor tranche; and
2. institutional investor tranche.

Investors in the individual investor tranche were able to submit subscriptions only for the New Shares.

Investors in the institutional investor tranche were able to submit subscriptions for the New Shares and the Sale Shares.

The reduction applied only to subscriptions for New Shares offered in the individual investor tranche. The average reduction rate amounted to 91.712%.

5. Number of securities subscribed for in the course of subscription or sale:

In the course of the public subscription for New Shares:

1. individual investors subscribed for a total of 1,327,251 New Shares; and
2. institutional investors subscribed for a total of 761,500 New Shares.

The total number of subscriptions for New Shares in all investor tranches amounted to 2,088,751.

In the course of the public sale of Sale Shares institutional investors subscribed for a total of 198,000 Sale Shares. Individual investors did not subscribe for Sale Shares.

6. Number of securities allotted as a result of the subscription or sale:

As a result of the public subscription for New Shares:

1. 110,000 New Shares were allotted to individual investors; and
2. 761,500 New Shares were allotted to institutional investors.

The total number of New Shares allotted in all investor tranches amounted to 871,500.

As a result of the public sale of Sale Shares 198,000 Sale Shares were allotted to institutional investors.

7. Price for which securities were subscribed for (acquired):

New Shares were subscribed for and Sale Shares were sold (acquired) at PLN 172.00 per one share.

8. Number of persons who subscribed for securities being the subject of the subscription or sale in particular tranches:

In the individual investor tranche 1,652 investors subscribed for New Shares.

In the institutional investor tranche 128 investors subscribed for Sale Shares and 225 investors subscribed for New Shares investors.

9. Number of persons to whom securities were allotted as a result of the subscription or sale in particular tranches:

In the individual investor tranche New Shares were allotted to 1,652 investors.

In the institutional investor tranche Sale Shares were allotted to 128 investors, and New Shares were allotted to 225 investors.

10. Name (business name) of underwriters who subscribed for securities as part of performance of underwriting agreements, with indication of the number securities which they subscribed for, including the actual price of a single security, constituting the issue price or sale price, after deduction of the remuneration for subscription of a single security, in performance of an underwriting agreement, acquired by the underwriter:

Not applicable. The issuance of New Shares and the sale of Sale Shares were not subject to underwriting.

11. Value of the subscription or sale, being understood as the product of the number of securities being the subject of the offering and the issue price or sale price:

The value of the subscription for New Shares, being understood as the product of the number of New Shares being the subject of the offering and the issue price amounted to PLN 149,898,000.00.

The value of the sale of Sale Shares, being understood as the product of the number of Sale Shares being the subject of the offering and the issue price amounted to PLN 34,056,000.00.

12. Amount of the total costs which were included in the issuance costs, with indication of the amount of costs by title, divided at least into the costs of: a) preparation and carrying out of the offering, b) remuneration of underwriters, for each of them separately, c) preparation of a prospectus, including the advisory costs, d) the offering promotion – including the methods of reconciliation of such costs in the accounting books and the manner of their recognition in the financial statement of the issuer:

Due to the fact that the costs of the Offering have not been finally settled until the date of submission of this report, the Company will prepare and publish a separate current report concerning the final amount of the issuance costs, including the costs by title, and the method of reconciliation of such costs in the accounting books of the Company and the manner of their recognition in the financial statement of the Company after it receives and accepts all invoices from entities involved in the preparation and carrying out of the Offering.

13. Average cost of carrying out of subscription or sale per one security being the subject of the subscription or sale:

The Company will prepare and publish a separate current report concerning the average cost of carrying out the subscription or sale incurred by the Company, per one Offered Share, after it receives and accepts all invoices from entities involved in the preparation and carrying out of the Offering.

14. Method of payment for the subscribed (acquired) securities:

The Offered Shares were subscribed for or acquired exclusively in exchange for cash contributions.