Vivoryon Therapeutics Announces Successful Listing of 2,054,796 Shares

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

Listing of additional shares completed after private placement realizing the investment of EUR 15 million in the Company for the development of varoglutamstat in Alzheimer’s disease

Halle (Saale) / Munich, Germany, November 23, 2022 – Vivoryon Therapeutics N.V. (Euronext Amsterdam: VVY; NL00150002Q7) (“Vivoryon” and hereinafter the “Company”), a clinical stage company focused on the discovery and development of small molecule medicines to modulate the activity and stability of pathologically altered proteins, today announced that it has successfully completed the listing of 2,054,796 shares issued pursuant to its private placement announced on September 30, 2022. The private placement was supported by Vivoryon’s longstanding investor Claus Christiansen as well as a platform controlled by affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), a leading global investment firm, as new investor to the Company (the “Investors”).

Vivoryon is pioneering a unique therapeutic approach to overcoming the challenges in Alzheimer’s disease (“AD”) drug development. The Company has demonstrated evidence of the disease modifying capabilities of its lead candidate varoglutamstat, currently in Phase 2 clinical studies in Europe and the U.S.. Underscoring the unique potential of varoglutamstat in mono- and combination therapy settings in AD, data generated to date show the potential for cognitive improvement and a beneficial safety profile at doses of high target engagement.

As previously announced, the Investors agreed to invest an amount of EUR 15.0 million in the Company by purchasing 2,054,796 new ordinary shares at an offering price of EUR 7.30 per share by means of a capital increase from the Company. The new shares issued at the time of the offering represented 9.3% of Vivoryon’s issued share capital immediately prior to completion of the offering and were issued from the Company’s authorized capital under exclusion of the existing shareholders’ pre-emptive rights. As a consequence, the Company’s issued share capital increased to EUR 24,105,278.00.The Company, with support of Van Lanschot Kempen N.V., has now successfully applied for the admission of these new shares to collective safe custody with Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., trading as Euroclear Nederland as well as to trading on Euronext Amsterdam (the “Listing”).

For the Listing, an EU Recovery prospectus has been prepared in accordance with, Article 14a of the Prospectus Regulation (as amended by the Regulation (EU) 2021/337 of the European Parliament and of the Council of 16 February 2021).

In addition, as previously announced, the Investors have the option to purchase, in aggregate, up to another 2,054,796 shares during a period ending twelve months after the date of the approval of the EU Recovery prospectus or three months after the achievement date of a defined clinical milestone, whichever is later, at a price of EUR 7.30 per share.

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About Vivoryon Therapeutics N.V.

Vivoryon is a clinical stage biotechnology company focused on developing innovative small molecule-based medicines. Driven by our passion for ground-breaking science and innovation, we strive to change the lives of patients in need suffering from severe diseases. We leverage our in-depth expertise in understanding post-translational modifications to develop medicines that modulate the activity and stability of proteins which are altered in disease settings. Beyond our lead program, varoglutamstat, which is in Phase 2 clinical development to treat Alzheimer’s disease, we have established a solid pipeline of orally available small molecule inhibitors for various indications including cancer, inflammatory diseases and fibrosis. www.vivoryon.com

Vivoryon Forward Looking Statements

This press release includes forward-looking statements, including, without limitation, those regarding the business strategy, management plans and objectives for future operations of the Vivoryon Therapeutics N.V. (the “Company”), estimates and projections with respect to the market for the Company’s products and forecasts and statements as to when the Company’s products may be available. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to the Company are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance; rather they are based on the Management’s current expectations and assumptions about future events and trends, the economy and other future conditions. The forward-looking statements involve a number of known and unknown risks and uncertainties. These risks and uncertainties and other factors could materially adversely affect the outcome and financial effects of the plans and events described herein. Actual results, performance or events may differ materially from those expressed or implied in such forward-looking statements and from expectations. As a result, no undue reliance should be placed on such forward-looking statements. This press release does not contain risk factors. Certain risk factors that may affect the Company’s future financial results are discussed in the published annual financial statements of the Company. This press release, including any forward-looking statements, speaks only as of the date of this press release. The Company does not assume any obligation to update any information or forward-looking statements contained herein, save for any information required to be disclosed by law.

Disclaimers

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or South Africa.

This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities law. No public offering of securities is being made in the United States.

This announcement does not constitute a prospectus or an offer of ordinary shares in the share capital of Vivoryon Therapeutics N.V. (the “Issuer”, and such shares, the “Securities”) in the United States of America (the “United States”) or in any other jurisdiction. No offer to sell or subscribe for Securities, or announcement of a forthcoming offer to sell or subscribe for Securities, or solicitation of any offer to buy or subscribe for Securities, or announcement of a forthcoming solicitation of any offer to buy or subscribe for, Securities will be made in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in jurisdictions may be similarly restricted. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.

This announcement is not a prospectus and has been prepared on the basis that any offers of securities referred to herein in any member state of the European Economic Area will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses (the “Prospectus Regulation”). The information set forth in this announcement is only addressed to persons in member states of the European Economic Area who are qualified investors (“Qualified Investors”) within the meaning of the Prospectus Regulation. This information must not be acted or relied on by, and any investment activity to which this information relates is not available to and may not be engaged with, persons in any member state of the European Economic Area who are not Qualified Investors.

In the United Kingdom, this document and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, persons who are “qualified investors” as defined in Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) and in other instances where there is no obligation to publish a prospectus under the UK Prospectus Regulation or the Financial Services and Markets Act 2000 and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (“Financial Promotion”) Order 2005 (the “Order”); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Persons who are not Relevant Persons should not take any action on the basis of this document and should not act or rely on it. Any investment activity to which this document and any other materials in relation to the Securities relates in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons. No action has been taken by the Issuer that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.

For more information, please contact:

Investor Contact

Stern IR

Julie Seidel

Tel: +1 212-698-8684

Email: SternIR-Vivoryon@sternir.com

Media Contact

Trophic Communications

Valeria Fisher

Tel: +49 175 8041816

Email: vivoryon@trophic.eu