Cereno Scientific secures 100 MSEK through additional loan financing and conversion to advance HDAC inhibitors CS1 and CS014 in Phase II

Cereno Scientific (Nasdaq First North: CRNO B), an innovative biotech pioneering treatments to enhance and extend life for people with rare cardiovascular and pulmonary diseases, today announced entering loan financing agreements securing a total of 100 MSEK. The financing is achieved through an addendum (the “Addendum”) to the loan financing agreement (the “Original Financing Agreement”) entered in November 2024 with Fenja Capital II A/S and the US-based investor Arena Investors, LP (the “Original Financiers”) and additionally entering into a new loan agreement (the “New Financing Agreement”) with Danish investors Venusat ApS and SAJ Finans ApS (the “New Financiers”). The New Financing Agreement secures a new cash loan of 25 MSEK (the “New Loan”) whereas the Addendum secures an advanced payment of the second tranche of 50 MSEK according to the Original Financing Agreement and the Original Financiers requesting conversion of 25 MSEK of their outstanding convertibles.

“This is an important continuation of the strategic financing that we completed in November 2024, allowing us to maintain flexibility while providing runway to reach key clinical and regulatory milestones for CS1 and CS014. We currently have two HDAC inhibitor programs in clinical development, a preclinical candidate advancing in its program, a growing IP portfolio, and strong scientific and regulatory momentum. With this financing, we are advancing two Phase II programs with promising drug candidates with potential to enhance and improve lives of patients with rare cardiovascular and pulmonary disease. Cereno Scientific is well-positioned for further growth and set-up for future clinical success,” said Sten R. Sörensen, CEO of Cereno Scientific.

Background and rationale for the Addendum and the New Financing Agreement

Cereno Scientific is pioneering treatments to enhance and extend life. The company is advancing a pipeline that includes an HDAC inhibitor portfolio with two drug candidates in clinical phase: CS1 having completed a Phase IIa trial and CS014 that have recently completed a Phase I trial. The HDAC inhibitor portfolio has an innovative disease-modifying approach to addressing the root mechanism of rare and fatal diseases, untapping the potential of epigenetic modulation in rare cardiovascular and pulmonary diseases. In preclinical stage, drug candidate CS585, a novel prostacyclin (IP) receptor agonist, has demonstrated the potential to significantly improve disease mechanisms relevant to cardiovascular disease. Cereno Scientific has the potential to deliver high treatment value to people that are suffering from rare cardiovascular and pulmonary diseases who today have unmet medical needs. Cereno Scientific is well-positioned to continue its trajecto­ry toward becoming a leader in epigenetically modulating therapies for rare cardiovascular and pulmonary diseases.

To maintain the momentum following several successful achievements across the company’s pipeline and business, Cereno Scientific’s Board of Directors has decided to enter into the Addendum and the New Financing Agreement with the Financiers and the New Financiers respectively. The injected capital and lowered debt burden ensures the company's ability to pursue the development of the HDAC inhibitor portfolio with CS1 and CS014 to reach key regulatory and clinical milestones. Additionally, it establishes favorable conditions for conducting business development activities, including discussions concerning partnerships for the company's development programs.

The proceeds from the Addendum and the New Financing Agreement are primarily intended for:

• Advancing CS1 Phase IIb trial to initiation through preparation of regulatory documentation, obtaining approvals and conducting start-up activities
• Initiating a Phase II program for CS014
• Progressing the Expanded Access Program (EAP), including the Fluidda sub-study, to gain insights into the long-term use of CS1 in patients with pulmonary arterial hypertension (PAH)
• Continuing and expanding the company’s global partnering activities
• Continuing to strengthen footprint in the scientific community through publications and presentations

“Cereno Scientific has great momentum with an impressive list of milestones achieved during the past year, setting us up for future success. We are pleased to have secured this strategic financing together with our partners Fenja, Arena and the new partners Venusat and SAJ Finans, enabling the continued pursuit of the development program. We will remain focused on long-term value creation and responsible capital allo­cation to support continued growth and clinical development in our focus indications where high unmet medical needs persist,” said Jeppe Øvlesen, Chair of the Board at Cereno Scientific.

Main terms of the Addendum and the New Finance Agreement

The secured financing is divided into three components: (i) the New Loan of 25 MSEK from the New Financiers, (ii) the advance payout from the Original Financiers of 50 MSEK (Tranche 2) under the Original Financing Agreement and (iii) the Original Financiers converting outstanding convertibles (the “Convertibles”) to a total amount of 25 MSEK (the “Conversion”) into new B-shares in the company at the pre-determined subscription price of 6.09 SEK per B-share.

The New Loan is subject to a customary setup fee amounting to approximately 3.1 MSEK, which considers the total amount of 100 MSEK secured under the financing structure now presented. Repayment of the New Loan, together with the loans issued under the Original Financing Agreement (including both tranches) shall be made on 30 April 2026. The interest rate of all outstanding loans to the New Financiers and the Original Financiers is fixed annually starting at the time of payment and bears an annual interest rate set at the percentage rate per annum which is the sum of STIBOR plus 11 percentage points.

Conversion of the Convertibles

Through the Conversion of the Convertibles, the number of shares in Cereno Scientific will increase by 4,105,090 B-shares and the share capital will increase by SEK 410,509 corresponding to a dilution effect of approximately 1.43 per cent of the currently outstanding shares in the company and approximately 1.40 per cent of the currently outstanding votes in the company. Following Conversion, the Original Financiers hold outstanding convertibles to a nominal amount of 50 MSEK.

About Fenja Capital

Fenja Capital is an independent specialized asset manager and the leading capital partner for small and midsized listed companies in the Nordics. Fenja Capital manages two investment funds with a focus on innovative companies; mainly within technology, biotech and healthcare, and have invested 10bn SEK in these segments since inception in 2015.

About Arena Investors

Arena Investors, LP is an institutional asset manager founded in partnership with The Westaim Corporation (TSXV: WED). With approximately 4bn USD of invested and committed assets under management as of October 1st, 2024, and a team of over 180 employees in offices globally, Arena provides creative solutions for those seeking capital in special situations, alongside operational capabilities to manage and improve businesses. The firm brings individuals with decades of experience, a track record of comfort with complexity, the ability to deliver within time constraints, and the flexibility to engage in transactions and business operations that cannot be addressed by banks and other conventional financial institutions. See www.arenaco.com for more information.

About Venusat and SAJ Finans

Venusat and SAJ Finans are the two entrepreneurs behind Yggdrasil Commodities, a Danish power trading company founded in 2018 and deeply rooted in an entrepreneurial mindset. Building on this track record, Venusat and SAJ Finans aim to broaden their investment reach, support high potential ventures, and foster sustainable value creation across diverse markets.

Advisers

MAQS Advokatbyrå has been the legal adviser to the company and Baker & McKenzie Advokatbyrå has been the legal adviser to the New Financiers and the Original Financiers in connection with the company’s financing under this press release.

For further information, please contact:

Tove Bergenholt, Head of IR & Communications

Email:tove.bergenholt@cerenoscientific.com

Phone:+4673- 236 62 46

This information is information that Cereno Scientific AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:55 CET on June 20, 2025.

About Cereno Scientific AB

Cereno Scientific is pioneering treatments to enhance and extend life. Our innovative pipeline offers disease-modifying drug candidates to empower people suffering from rare cardiovascular and pulmonary diseases to live life to the full.

Lead candidate CS1 is an HDACi that works through epigenetic modulation, being developed as an effective and disease modifying treatment with a favorable safety and tolerability profile for rare disease Pulmonary Arterial Hypertension (PAH). A Phase IIa trial evaluating CS1’s safety, tolerability, and exploratory efficacy in patients with PAH demonstrated that CS1 has a favorable safety profile, is well-tolerated and showed a positive impact on exploratory clinical efficacy parameters. An Expanded Access Program enables patients that have completed the Phase IIa trial to gain access to CS1. CS014, in Phase I development, is a new chemical entity with disease-modifying potential. CS014 is a HDAC inhibitor with a multimodal mechanism of action as an epigenetic modulator having the potential to address the underlying pathophysiology of rare cardiovascular and pulmonary diseases with high unmet needs such as idiopathic pulmonary fibrosis (IPF). Cereno Scientific is also pursuing a preclinical program with CS585, an oral, highly potent and selective prostacyclin (IP) receptor agonist that has demonstrated the potential to significantly improve disease mechanisms relevant to cardiovascular diseases. While CS585 has not yet been assigned a specific indication for clinical development, preclinical data indicates that it could potentially be used in indications like Thrombosis prevention without increased risk of bleeding and Pulmonary Hypertension.

The Company is headquartered in GoCo Health Innovation City, in Gothenburg, Sweden, and has a US subsidiary; Cereno Scientific Inc. based in Kendall Square, Boston, Massachusetts, US. Cereno Scientific is listed on the Nasdaq First North (CRNO B). The Company’s Certified Adviser is DNB Carnegie Investment Bank AB, certifiedadviser@carnegie.se. More information can be found on www.cerenoscientific.com.

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