TME Pharma extends financial visibility by lengthening debt maturity to June 2028

TME Pharma extends financial visibility by lengthening debt maturity to June 2028

• Financial visibility extended to second quarter of 2028
• All existing debt holders, including the CEO and two members of the Supervisory Board, are extending the maturity of the debt from May 2027 to 30 June 2028
• €760,000 of debt reimbursed to certain bondholders
• CEO Diede van den Ouden provides a new EUR 250,000 straight bond, without warrants or conversion rights
• Bond financing of EUR 500,000 with Hexagon Capital Fund, to be repaid in cash amortizations

Berlin, Germany, October 26, 2026, 8.00am CET – TME Pharma N.V. (Euronext Growth Paris: ALTME), a biotechnology company with two assets with potential to be developed into novel therapies for cancer and eye diseases, is pleased to announce that it has extended the maturity of all its outstanding debt by 13 months, from 28 May 2027 to 30 June 2028, and has entered into two new bond financings. Together, these measures extend the Company’s financial visibility to the second quarter of 2028.

By relying on bond financing rather than equity, TME Pharma keeps dilution for its shareholders limited while it continues to pursue value-creating opportunities for its assets.

Several parties have confirmed their support to the Company:

• Diede van den Ouden, CEO, has extended the maturity of his full existing debt to 30 June 2028 and invests an additional EUR 250,000 in a new straight bond maturing on 30 June 2028, without warrants or conversion rights.
• Maurizio PetitBon, Chairman of the Supervisory Board, and Lee Schalop, member of the Supervisory Board, have extended the maturity of their debt to 30 June 2028.
• All other debtholders have extended the maturity of their debt to 30 June 2028 on the same terms. Four external debtholders will receive cash repayments of part of their debt, in an aggregate amount of approximately EUR 760,000, at 97.7% of the nominal value (the contractual early redemption percentage applicable in October 2026). The CEO and the members of the Supervisory Board do not receive any repayment.
• Hexagon Capital Fund subscribes for EUR 500,000 to a bond and will receive 2 million warrants having a strike price of €0.15 with 3 year maturity.

Diede van den Ouden, CEO of TME Pharma, said:

“I am pleased with the current developments. Since December 2024, we have succeeded in minimizing dilution, allowing the recovery of our market capitalization. Today’s transactions are once again aimed at achieving this goal. I was also eager to invest in a non-dilutive bond myself to directly support this strategy and the corresponding positive momentum.
We are focused on creating substantial value for our shareholders by advancing favourable terms for a licensing agreement for NOX-A12. With this, we aim to generate cash revenue that will further strengthen TME Pharma's financial future.
My interests align with those of all shareholders through the approximately 10 million warrants and options I hold, ensuring that my return is directly linked to our operational success and a sustainably higher share price.”

Financial details

Extension of the existing debt

The holders of all outstanding debt issued by the Company in May and August 2025, representing an aggregate (nominal) loan amount of approximately EUR 2.4 million as of today, have agreed to extend the maturity of their debt from 28 May 2027 to 30 June 2028. The extension has been offered to all debtholders on identical terms. In connection with the extension, the Company will repay in cash part of the debt held by four external debtholders, in an aggregate amount of approximately EUR 760,000, at 97.7% of the nominal value, being the early redemption percentage applicable in October 2026. No repayments are made to the CEO or the members of the Supervisory Board. Following these repayments, the extended debt have an aggregate value of approximately EUR 1.64 million, and approximately EUR 1.96 million at maturity. Upon maturity, the debt will be repaid in cash at 116.5% of their nominal value (which reflects an increase of approximately one percentage point for each additional month, consistent with the existing redemption schedule), unless repaid or contributed to a capital increase earlier. The Company retains the right to repay the debt early in cash at any time, at a percentage of the nominal value that increases monthly in accordance with the applicable redemption table. The debt-holders may require early repayment in the event of a change of control of the Company.

In addition, when a debtholder exercises warrants granted in connection with its debt issued in May or August 2025 and pays the exercise price in full in cash, the debtholder may require the Company to reimburse its debt in cash for an amount equal to 50% of the exercise price received. The Company thus secures both a cash inflow and a reduction of its debt whenever warrants are exercised. The exercise price and maturity of the warrants remain unchanged. The warrants remain in force if the related debt is repaid. Since May 2025, 800,000 shares have been issued from warrant-exercise.

CEO loan

Diede van den Ouden subscribes to a new, non-dilutive, loan with a subscription price of EUR 250,000 and a nominal value of EUR 297,619.05 (issue price of 84% of the nominal value), repayable at 100% of the nominal value on 30 June 2028. The bond bears no interest, it will be repaid in cash. The Company may repay the bond early at any time without penalty, at a percentage of the nominal value that increases in 20 monthly steps from 84% to 100%. The bond carries no warrants and no conversion or other rights to shares, and ranks pari passu with the Company’s other bonds.

Hexagon Capital Fund bond financing

TME Pharma has entered into a bond financing agreement with Hexagon Capital Fund for an initial amount of EUR 500,000. The bonds bear interest at 10% per annum, payable monthly, have a maturity of 24 months and are repaid in cash through amortization instalments per month.

In connection with the financing, the Company grants Hexagon Capital Fund 2,000,000 warrants with an exercise price of EUR 0.15 per share and a term of three years. Full exercise would result in gross proceeds of EUR 300,000 and in the issuance of 2,000,000 new shares, representing approximately 2.1% of the Company’s current share capital of 94,988,981 shares. The exercise price is payable in cash only.
Only in case of an event of default, bonds can only be converted into shares, at a conversion price equal to 85% of the lowest of three daily volume-weighted average prices selected by the holder during the 20 trading days preceding conversion. Any gain realised by Hexagon Capital Fund on the sale of conversion shares in excess of a 15% margin is shared equally with the Company. As the number of shares to be issued upon conversion depends on the share price at that time, a conversion upon default could result in significant dilution for shareholders.

The Company may repay the bonds early at any time without penalty, in cash or, with the consent of Hexagon Capital Fund, in shares, and no security is provided. A structuring fee of 5% of the subscribed amount is payable to Hexagon Capital Fund. At the company's discretion €1M of further financing is available under the same conditions to provide maximum financial flexibility for the company.

At this time, TME Pharma does not anticipate using this additional financing and its intention is to repay all loans in cash. TME Pharma is currently engaged in concrete discussions regarding a licensing agreement for NOX-A12. One of the objectives of entering into a licensing agreement is to generate cash. TME Pharma will inform the market as soon as the negotiations are concluded.

Corporate approvals

The transactions have been approved by the Management Board and the Supervisory Board. As the CEO and two members of the Supervisory Board are bondholders, the extension of the bonds and the CEO bond were resolved upon by the non-conflicted members of the Management Board and the Supervisory Board, respectively. The warrants are granted under the authorization granted by the general meeting of 25 June 2025.

For more information, please contact:
TME Pharma N.V.
Diede van den Ouden, CEO
ir@tmepharma.com
www.tmepharma.com

About TME Pharma

TME Pharma is a biotechnology company with two assets with potential to be developed into novel therapies for cancer and eye diseases. The Company’s lead compounds have been designed to act on the tumor microenvironment (TME) and the cancer immunity cycle by breaking tumor protection barriers against the immune system and blocking tumor repair. The Company’s two lead assets are:

• NOX-A12 (olaptesed pegol, an anti-CXCL12 L-RNA aptamer), which is being studied (GLORIA Phase 1/2 clinical trial) in newly-diagnosed brain cancer patients who will not benefit clinically from standard chemotherapy. The US FDA and the German BfArM have approved the design of a randomized Phase 2 trial in glioblastoma, and TME Pharma was awarded Fast Track Designation by the FDA for NOX-A12 in combination with radiotherapy and bevacizumab for use in the treatment of the aggressive adult brain cancer, glioblastoma. NOX-A12 in combination with radiotherapy had also previously received orphan drug designation (ODD) for glioblastoma in the United States and glioma in Europe.
• NOX-E36 (emapticap pegol, L-RNA aptamer inhibiting CCL2 and related chemokines), which is being evaluated in ophthalmic diseases with a high need for well-tolerated therapies with anti-fibrotic effect.

The Company is currently seeking opportunities to secure the financial resources to unlock the value of NOX-A12 and NOX-E36. These steps include:

• Raising funds from alternative sources to minimize dilution for shareholders
• seeking partners, for example through licensing deals
• Pursuing stable, cash-generating business opportunities to achieve positive operational cash flow for the Company
• Leveraging tax loss carry forwards

Further information can be found at: www.tmepharma.com.

About the GLORIA Study

GLORIA (NCT04121455) is TME Pharma’s dose-escalation, Phase 1/2 study of NOX-A12 in combination with radiotherapy in first-line partially resected or unresected glioblastoma (brain cancer) patients with unmethylated MGMT promoter (resistant to standard chemotherapy). GLORIA further evaluates safety and efficacy of NOX-A12 in combination with radiotherapy and bevacizumab.

About the OPTIMUS Study

OPTIMUS (NCT04901741) is TME Pharma’s planned open-label two-arm Phase 2 study of NOX-A12 combined with pembrolizumab and nanoliposomal irinotecan/5-FU/leucovorin or gemcitabine/nabpaclitaxel in microsatellite-stable metastatic pancreatic cancer patients
The interim financial statements as of and for the six months ended 30 June 2026 of TME Pharma were authorized by the Management Board for issuance on 30 October 2026.

Disclaimer

Translations of any press release into languages other than English are intended solely as a convenience to the non-English-reading audience. The company has attempted to provide an accurate translation of the original text in English, but due to the nuances in translating into another language, slight differences may exist. This press release includes certain disclosures that contain "forward-looking statements.” Forward-looking statements are based on TME Pharma’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, the risks inherent in oncology drug development, including clinical trials and the timing of and TME Pharma’s ability to obtain regulatory approvals for NOX-A12 as well as any other drug candidates. Forward-looking statements contained in this announcement are made as of this date, and TME Pharma undertakes no duty to update such information except as required under applicable law.