Public disclosure of inside information according to article 17 MAR

4SC AG: Capital reduction to zero and simultaneous cash capital increase with subscription rights planned

Planegg-Martinsried (pta014/23.07.2025/10:15 UTC+2)

• Measures to be resolved by the Company's Annual General Meeting on 19 September 2025
• Capital reduction will result in delisting of the Company
• The capital increase will be carried out by issuing a total of approximately 2.7 million new shares, which will be offered to shareholders for subscription in the ratio of 4:1; the subscription price is EUR 1.00 per new share plus a premium of up to 5 %
• Major shareholders have committed to subscribe for the full amount of the capital increase
• The injection of new capital will be used to finance the Company's ongoing costs during a transitional period for the purpose of examining a strategic realignment of the Company by providing it with new business, which may also enable the Company to utilize existing income tax loss carryforwards in the future
• Implementation of the measures is subject to the issuing of a binding ruling by the competent tax authorities to ensure that existing income tax loss carryforwards of the Company remain unaffected by the planned capital measures

Planegg-Martinsried, Germany, 23. Juli 2023 – The Management Board and Supervisory Board of 4SC AG ("4SC") (Frankfurt Stock Exchange, Prime Standard: ISIN: DE000A3E5C40) today decided to propose to this year's Annual General Meeting to resolve on a capital cut with a reduction of the Company's share capital to zero to cover losses and a simultaneous cash capital increase from zero to EUR 2,726,522 through the issuance of a total of 2,726,522 new shares. All new shares are to be offered to shareholders at a ratio of 4:1 (one new share for each four existing shares) at a subscription price of EUR 1.00 per new share plus a premium of no more than 5 %. The premium is intended to cover fees, costs and expenses incurred by the settlement bank to be commissioned with settling the capital measures. The two major shareholders of 4SC issued binding commitments to subscribe for the full amount of the capital increase today. The Company's Annual General Meeting will take place on 19 September 2025 and will be convened today.

As previously announced, 4SC had decided to discontinue the development and commercialization of its only remaining drug candidate Resminostat (Kinselby) following a negative opinion by the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) with respect to its market authorization application for Resminostat (Kinselby). As a result, 4SC no longer has any operating business of its own.

Based on preliminary figures, the Company's half-year financial statements as of 30 June 2025 will show negative equity (according to the German Commercial Code) in the range of approximately EUR - 2.6 million. The Company's available cash and cash equivalents are sufficient to cover the projected costs for an orderly liquidation to be completed in Q4 2026. However, given the Company's balance sheet, the Company's shares already have no intrinsic value today. In the event of the Company being liquidated, the Management Board expects that 4SC will, at best, be able to repay a small portion of the outstanding subordinated shareholder loans. There would be no liquidation surplus that could be distributed to 4SC's shareholders.

That said, the Company has income tax loss carryforwards that are not transferable and would be lost in the event of the Company's liquidation. Their current amount has not been definitively determined and depends, among other things, on past changes in the direct and indirect shareholdings of shareholders in 4SC. The planned injection of new capital is intended to give the Company sufficient time to examine options for a strategic realignment by acquiring new business, which may also enable the Company to utilize the tax loss carryforwards in the future. The capital injected will be used to finance the Company's ongoing costs for this transitional period. It is therefore not intended for investment and is not expected to result in a sustained positive equity position for the Company. Rather, the acquisition of new business is contingent upon the successful completion of the review and will require further injection of equity, and, potentially, also a further capital cut (including, if necessary, by way of a further capital reduction to zero). 4SC's main shareholder, whose continuing majority interest in the Company is a prerequisite for the retention of the aforementioned tax loss carryforwards, supports the plan.

The current capital reduction enables the planned injection of new capital with priority over the existing shares, which will be eliminated by the capital reduction to zero. Shareholders who do not participate in the capital increase will therefore cease to be shareholders of the Company as a result of the capital reduction. Furthermore, the capital reduction to zero will cause the revocation of the admission of the Company's shares to trading on the regulated market of the Frankfurt Stock Exchange (delisting). There are no plans to reapply for a stock exchange listing of the new shares. This will remove ongoing costs for the Company with regard to the stock exchange listing and the associated legal obligations.

To ensure that the planned capital measures do not affect existing income tax loss carryforwards, the Company plans to apply to the competent tax authorities for a binding ruling. The implementation of the capital measures will be subject to the granting of such binding ruling.

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Information and Explanation of the Issuer to this News:

Important Notice

This announcement is made solely for the purpose of complying with applicable disclosure requirements and does not constitute an offer to sell, or a solicitation of an offer to purchase or subscribe for, securities of 4SC AG.

In particular, this announcement is not an offer of securities for sale in the United States. The securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

Neither this announcement nor any copy of it (nor in whole or in part) may be released, distributed, published or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan, or in any other jurisdiction where it is unlawful to distribute this announcement. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.

For further information, please contact:

4SC AG

ir-pr@4sc.com

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Emitter:	4SC AG Fraunhoferstr. 22 82152 Planegg-Martinsried Germany
Contact Person:	Jason Loveridge
Phone:	+49 89 700763-0
E-Mail:	ir-pr@4sc.com
Website:	www.4sc.de
ISIN(s):	DE000A3E5C40 (Share)
Stock Exchange(s):	Regulated Market in Frankfurt; Free Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate

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