TME Pharma to raise €500k through new bond issue and receives new notice
of shareholding

• TME Pharma is raising additional funds to accelerate the Company's fundamental activities
and to increase its budget for its treasury investment strategy
• TME Pharma has secured binding commitments for a new fund raising of a net amount of
€500,000 in the form of regular bonds repayable in cash with a 9-month maturity
• Private, non-listed warrants attached with an exercise price of €0.11, a 2,12% premium to
the prior 10-day VWAP, could bring another €702,576 if exercised
• Lead investor in May financing round has committed to investing a further €427,000 as part
of this round
• The lead investor informed the Company that it currently holds 2.5 million TME Pharma
shares through market purchases made since May 2025, and that by exercising all warrants
received as part of the May financing and this current financing, such stake could increase
to over 10%
• TME Pharma CEO, Diede van den Ouden, and Chairman of the Supervisory Board, Maurizio
PetitBon, also committed to participate in this round of financing

Berlin, Germany, August 25, 2025, 8.00 CET – TME Pharma N.V. (Euronext Growth Paris: ALTME), a
clinical-stage biotechnology company specializing in the development of novel therapies for cancer
and eye diseases, is pleased to announce that financial capacity will be improved through a new fund
raise of €500,000 following on the May 2025 fundraise of €1.7M. The improved financial situation
should strengthen TME Pharma's position in discussions with financial and strategic partners. It would
also enable the Company to prepare for the future investments recently communicated by TME
Pharma and about which the Company will continue to inform shareholders.

“I’m pleased to feel the renewed support from our shareholders and investors for the newly adopted
strategy. While we see many companies struggling to secure financing, TME Pharma is continuing to
take important steps to increase its financial strength,“ said Diede van den Ouden, CEO of TME
Pharma. “Because we now have lower operating costs due to the shift to an outsourcing model earlier
this year, we can use proceeds of financing directly to fund TME Pharma’s projects. I’m excited about
this development, and with this additional financing, I’m confident that we can achieve important
progress with TME Pharma.”

TME Pharma is intending on increasing its financial capacity through the issuance of regular debt via
private contractual agreements with European investors (Investor) in exchange for €500,000 in cash.
The bonds will be issued on August 28, 2025 at 85.4% of nominal value and repaid by the Company in
cash at maturity at 93.5% of nominal value. Closing date for receipt of cash by the Company is August
28, 2025, on which date the bonds and warrants will be issued. Under this bond issuance, 6,387,055
private, non-tradable warrants will be attached to the bonds, giving the holders the right to subscribe
for one common share in TME Pharma for each warrant, subject to adjustment of the number of shares
as described below, with an exercise price of €0.11 per warrant, which is a 2,12% premium to the
volume weighted average share price (VWAP) for the 10 days preceding the initial announcement of
this bond issuance made on August 25, 2025.
In recent months, TME Pharma has implemented measures to drastically reduce costs (starting on
July 1, 2025), while preserving the Company's main assets. This transaction aims to increase financial
runway while limiting near-term dilution potential for existing shareholders by using debt repayable in
cash. While the warrants issued in the transaction have dilutive potential, their exercise price is above
the current share price. If all warrants are exercised, the warrant exercise will bring the Company an
additional €702,576 in cash. The proceeds from this financing will support TME Pharma's research and
development activities and its recently announced treasury investment strategy and the search for the
potential acquisitions and partnerships in profitable businesses. Along with an analysis of TME
Pharma's tax carry forward losses, the Company is continuing to work to creating a fundamentally
profitable corporate structure in which revenues from non-core activities will support and strengthen
the further development of its patented drug candidates, which remain the company's flagship
products, NOX A12 and NOX-E36.

TME Pharma will inform shareholders if significant developments occur.

Description of the August 28, 2025 debt issuance
Amount to be Warrants Cash to be
% of % of Total
Subscription Reimbursed by Nominal attached to received
Total Warrants
Designation Price Paid for TME Pharma Amount of bonds upon full
Debt to to be
Bonds in Cash at Bonds No. to be warrant
be Issued issued
Maturity Issued exercise
Total Transaction 500,000.00 € 547,423.90 € 585,480.10 € 100.0% 6,387,055 €702,576 100.0%
Including participation by the following TME Pharma Management Board executives and Supervisory Board members as
indicated below:
Mr. Diede van
den Ouden
22,956.00 € 25,132.89 € 26,827.87 € 4.58% 292,667 €32,193 4.59%
(CEO/Manageme
nt Board)
Dr. Maurizio
PetitBon
(Chairman of 50,044.00 € 54,791.00 € 58,600.00 € 10.01% 639,272 €70.320 10,01%
Supervisory
Board)

Details of the debt and non-tradable warrants issued via individual private agreements with Investors:

Debt:
• The debt is purchased at discount to nominal value of 85.4% and repaid at maturity in cash at
93.5% of nominal value. Closing date for receipt of cash by the company is August 28, 2025,
on which date the debt and warrants will be issued.
• Maturity of the debt is 9 months from the issuance date, August 28, 2025.
• TME Pharma has the right to reimburse in cash any outstanding loan amount early. In such
cases, a lower percentage of the nominal value will be paid, determined by the number of
months remaining before maturity of the debt at between 83.7% and 93.5% of the nominal
value, according to table below:

Number of whole months 8 7 6 5 4 3 2 1 0 and at
remaining prior to maturity of Maturity
debt when loan amount (Aug 28 – (Sept 28 – (Oct 28 – (Nov 28 – (Dec 28 (Jan 28 – (Feb 28 – (Mar 28 –
Sept 27 Oct 27 Nov 27 Dec 27 2025 – Jan Feb 27 Mar 27 Apr 27
reimbursed in cash 2025) 2025) 2025) 2025) 27 2026) 2026) 2026) 2026)
(Apr 28 2026 to
(dates when this applies) Maturity)
Percentage of loan amount to
be reimbursed in cash to fully
86.3 % 87.2 % 88.1 % 89 % 89.9 % 90.8 % 91.7 % 92.6 % 93.5 %
extinguish debt obligation



• The debt amount shall constitute direct, unconditional, unsubordinated and unsecured
obligations of TME Pharma, ranking equally between the lenders and (with the exception of
the mandatory provisions of Dutch law) equally with all other present or future
unsubordinated and unsecured obligations (with the exception of those benefiting from a
preference in accordance with the law) of the issuer.
• If the Company conducts a capital increase by issuance of new shares, the debt holders will be
given the opportunity to participate on equal conditions to other investors in the capital
increase. The payment for shares is then settled against a percentage of the value of the debt
the Company owes to the debt holder according to the following table:

Number of whole months 8 7 6 5 4 3 2 1 0 and at
remaining prior to maturity of Maturity
debt when loan amount (Aug 28 – (Sept 28 – (Oct 28 – (Nov 28 – (Dec 28 (Jan 28 – (Feb 28 – (Mar 28 –
Sept 27 Oct 27 Nov 27 Dec 27 2025 – Jan Feb 27 Mar 27 Apr 27
contributed to capital increase 2025) 2025) 2025) 2025) 27 2026) 2026) 2026) 2026)
(Apr 28 2026 to
(dates when this applies) Maturity)



Percentage of loan amount to
be settled for shares to fully
extinguish debt obligation 92% 93% 94% 95% 96% 97% 98% 99% 100%



Warrants:
• The amount of warrants issued is based on the nominal value of the total amount of bonds
issued, multiplied by 1.20. The exercise price is €0.11, with maturity of 21 months from August
28, 2025. This transaction will thus result in the issuance of 6,387,055 warrants. This could lead
to the issuance of 6,387,055 shares if all warrants are exercised, with proceeds for the
Company worth €702,576.11, subject to adjustment as set forth below.
• If subsequent to issuance of these warrants, the Company conducts a financing operation of
>€1.5 million resulting in issuance of shares or giving rights to purchase shares at a price per
share below €0.11 (the “Qualifying Financing”), this will trigger an adjustment to the number
of shares issued on exercise of each warrant. This adjustment will result in additional shares
being issued upon exercise of the warrant to effectively adjust the price per share paid upon
exercise to a 20% premium above the price paid in the Qualifying Financing triggering the
adjustment. For example, if a capital raise were to be conducted at €0.08 per share and
warrants worth €10,000 were exercised, then 104,167 ordinary shares would be issued instead
of 100,000 and the effective price per share once warrants are exercised would become
€0.096. The number of shares to be issued upon the exercise of each warrant is calculated
using the following formula:
- warrant exercise price (always €0.11)
- Number of warrants issued 6,387,055
- Number of shares issued on warrant exercise: (a) if no Qualifying
Financing has occurred, then 1 share per warrant; and (b) subsequent to
the occurrence of a Qualifying Financing, the number of shares to be
issued per warrant is the result of the following calculation: €0.11 divided
by the price per share paid in the context of the Qualifying Financing
divided by 1.2 ((a) an d (b) together the “Warrant Exercise Ratio”)
• For the purposes of calculating this formula,
• Price per share in the context of the Qualifying Financing shall mean, in any Qualifying
Financing, the consideration paid to acquire one ordinary share in the context of such
Qualifying Financing.
• Such adjustment shall become effective on the date of issue of such shares in a Qualifying
Financing.
• The Warrant Exercise Ratio shall be rounded to 4 digits after the decimal place for calculation
of the number of shares per warrant.
• No partial shares can be issued, any fractions shall be rounded down and ordinary shares may
never be issued at below their nominal value, currently €0.01.
• No adjustment shall be made if the Warrant Exercise Ratio obtained with the above calculation
is lower than the Warrant Exercise Ratio in force prior to the transaction.

By way of example: if shares are issued under a Qualifying Transaction at 0.08 per share, then the
calculation would be as follows:

• Warrant Exercise Ratio prior to Qualifying Transaction: 1
• New Warrant Exercise Ratio after Qualifying Transaction: €0.11/€0.08/1.2 = 1.14583
• Exercise of 100,000 warrants would then result in the issuance of 114.583 shares for an
aggregate exercise price of €11,000, or a price per share of €0.0960 per share, a 20% premium
to the price per ordinary share paid in the Qualifying Transaction.

A minimum number of 100,000 warrants must be exercised at each exercise, which would result
in payment of €11,000 to the company for exercise (100,000 warrants exercised * €0.11 exercise
price = €11,000)

A tracking table of the outstanding debt and warrants will be available on the company's website as of
the issuance date, August 28, 2025.

Shareholder and Corporate Authorizations
The issuance of the warrants giving the right to subscribe for the same number of ordinary this
transaction is carried out in accordance with Dutch law and relies upon the delegation of authority to
issue shares and rights to subscribe for shares granted to the company’s board of directors by its
shareholders in the annual general meeting (AGM) on June 25, 2025. The Company has completed and
obtained all necessary corporate approvals for this transaction.

Dilutive Potential
The table below summarizes the dilution from the new ordinary shares that would be issued upon
exercise of all of the private, non-tradable warrants to be issued under this transaction, assuming no
adjustment to the number of shares issued per warrant is required.


Shareholder
Shares to be Total shares Dilution starting with 1%
Description
issued outstanding (cumulative) on 21 August 2025,
would then hold
Outstanding shares on21
- 94,188,981 - -
August 2025
Shares issued from
exercise of 17,056,000
private, non-tradable 17,056,000 111,244,981 15.33% 0.85%
warrants, latest on May
27, 2027
Shares issued from
exercise of 6.387.055
private, non-tradable 6,387,055 117,632,036 19,93% 0.80%
warrants, latest on August
27, 2027



Investors may familiarise themselves with the risks described in the Company’s 2024 annual financial
report (LINK) available on the company website.

For more information, please contact:

TME Pharma N.V.
Diede van den Ouden, CEO
ir@tmepharma.com

About TME Pharma

TME Pharma is a clinical-stage biotechnology company specializing in the development of 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, under the leadership of its new CEO, Diede van den Ouden, who joined in the June
2025, is currently undertaking a strategic restructuring with the goal of providing the financial
resources to unlock the value of NOX-A12 and NOX-E36. These steps include:
• Raising funds from alternative sources (€1.7 million raised in May 2025, including €500,000
from the new CEO)
• Pursuing stable, cash-generating business opportunities to achieve positive operational cash
flow for the Company
• Leveraging tax loss carry forwards
• Gaining exposure to digital assets via newly established crypto brokerage account
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 the expansion arm in which NOX-A12 is combined 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/nab-
paclitaxel in microsatellite-stable metastatic pancreatic cancer patients.


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.