Ad hoc announcement pursuant to Art. 53 LR

GENEVA, SWITZERLAND / ACCESSWIRE / June 16, 2023 / RELIEF THERAPEUTICS Holding SA (SIX:RLF)(OTCQB:RLFFD)(OTCQB:RLFTD) (Relief Therapeutics, or the Company), a biopharmaceutical company committed to delivering innovative treatment options with the potential for transformative outcomes to benefit those suffering from select specialty and rare diseases, today announced it has entered into a definitive agreement for the sale and purchase in a private placement of 1,500,000 ordinary shares of Relief Therapeutics (or common stock equivalents in lieu thereof) and warrants to purchase up to 1,500,000 ordinary shares at a purchase price of CHF 3.33 per share (or common stock equivalent in lieu thereof) and associated warrant. The warrants will have an exercise price of CHF 3.40 per share, will be immediately exercisable upon issuance, and will expire five years from the date of issuance. The aggregate gross proceeds from the private placement are expected to be approximately CHF 5 million, before deducting the placement agent fees and offering expenses payable by Relief Therapeutics.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The private placement is expected to close on or about June 21, 2023, subject to the satisfaction of customary closing conditions. Relief Therapeutics plans to use the net proceeds from the private placement for working capital and other general corporate purposes.

The private placement shares and, upon exercise, the shares underlying the warrants, will be traded on the SIX Swiss Exchange and rank pari passu (carrying the same rights) with Relief Therapeutics' ordinary shares, and will be delivered from Relief Therapeutics' treasury shares previously issued out of its authorized share capital under exclusion of the existing shareholders' pre-emptive rights.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

ABOUT RELIEF THERAPEUTICS

Relief Therapeutics is a commercial-stage biopharmaceutical company committed to advancing treatment paradigms and delivering improvements in efficacy, safety and convenience to benefit the lives of patients living with select specialty and rare diseases. Relief Therapeutics' portfolio offers a balanced mix of marketed, revenue-generating products, our proprietary, globally patented Physiomimic™ and TEHCLO™ drug delivery platform technologies and a highly targeted clinical development pipeline consisting of risk-mitigated assets focused in three core therapeutic areas: rare metabolic disorders, rare skin diseases and rare respiratory diseases. In addition, Relief Therapeutics is commercializing several legacy products via licensing and distribution partners. Relief Therapeutics' mission is to provide therapeutic relief to those suffering from rare diseases and is being advanced by an international team of well-established, experienced biopharma industry leaders with extensive research, development and rare disease expertise. Relief Therapeutics is headquartered in Geneva, with additional offices in Balerna, Switzerland, Offenbach am Main, Germany and Monza, Italy. Relief Therapeutics is listed on the SIX Swiss Exchange under the symbol RLF and quoted in the U.S. on OTCQB under the symbols RLFFD and RLFTD. For more information, please visit our website www.relieftherapeutics.com or follow Relief Therapeutics on LinkedIn and Twitter.

CONTACT:
RELIEF THERAPEUTICS Holding SA
Catherine Day
Vice President, Investor Relations & Communications
contact@relieftherapeutics.com

DISCLAIMER

This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors, including market and other conditions, which could cause the actual results, financial condition, performance or achievements of Relief Therapeutics to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this press release include, but are not limited to, Relief's expectations regarding the completion of the offering and the anticipated use of proceeds therefrom. A number of factors including those described in Relief Therapeutics' filings with the SIX Swiss Exchange and the U.S. Securities and Exchange Commission (SEC) could adversely affect Relief Therapeutics. Copies of Relief Therapeutics' filings with the SEC are available on the SEC EDGAR database at www.sec.gov. Relief Therapeutics does not undertake any obligation to update the information contained herein, which speaks only as of this date, except as required by law.

SOURCE: Relief Therapeutics Holdings AG