Press Release: Santhera Full Year Results for the -4-

R-Bridge, upon closing of the royalty monetization financing agreement, paid Santhera an upfront of USD 30 million. It will additionally make staged sales-related milestone payments that, if achieved, would result in total payments to Santhera of a further USD 8 million. The royalty agreement with R-Bridge is partial and capped. Santhera is monetizing 75% of the future royalty income streams (net of any agreed payment obligations of Santhera to ReveraGen and Idorsia) from its licensing agreements for AGAMREE with Catalyst Pharmaceuticals, Inc. and with Sperogenix Therapeutics Ltd., in respect of net product sales occurring from July 1, 2024. Once the agreed threshold or duration of royalty payments is met, the North America and China royalty payments will revert back to Santhera. In addition, Santhera retained certain rights to buy back the royalty income stream.

Together with existing cash resources, these two agreements will support the Company's growth initiatives, repay the CHF 13.5 million of listed convertible bonds that matured in August 2024 and provide liquidity through to the first half of 2026, at which point Santhera expects to be cash flow break-even.

ReveraGen and Idorsia Agreements

On originally acquiring the rights to AGAMREE, as previously announced, sales milestones and net sales royalties are paid to both ReveraGen and Idorsia. These royalty payments, totaling a mid to high single digit percentage of net sales, are booked to cost of sales along with any milestones that fall due.

Post period end, in January 2025 Idorsia announced that it had sold R-Bridge the rights to future AGAMREE sales milestones and royalties through a royalty monetization agreement. The impact of this is that Idorsia is now solely a shareholder in the company with no other financial interest and that R-Bridge will now receive royalty and milestone payments (alongside ReveraGen) in addition to royalties paid under the royalty monetization agreement signed in August 2024, described above.

Share capital, treasury shares and warrants

As of December 31, 2024, issued share capital consisted of 13,433,343 shares with a total nominal value of CHF 1,343,334 (nominal value CHF 0.10 per share), and the Company held 647,586 treasury shares with total nominal value of CHF 64,759 for future equity-based financings. The Company also had 916,205 warrants in issue, including 221,161 at a strike price of CHF 9.04 which have been exercised since the year end, with the remainder outstanding comprising 221,161 at a strike price of CHF 9.04, 236,540 at a strike price of CHF 11.0975 and 458,506 at a strike price of CHF 20.

Financial guidance and outlook

Santhera expects continued strong growth in sales during 2025 as global rollout continues and gathers pace. Total revenues in 2025 are expected to be in the CHF 65-70 million range. Operating expenses (SG&A and R&D) for 2025, and going forward on a constant portfolio basis and excluding non-cash share based compensation, are expected to be in the range of CHF 50-55 million.

Looking to the future, for 2028 Santhera is guiding to total revenues, excluding milestones, of EUR 150 million. This includes direct and distributor market sales as well as royalty income from North America and China. By 2030 Santhera expects revenues in its own direct markets (excluding distributor revenues as well as royalties and milestones from its U.S. and Chinese licensing partners) to be greater than EUR 150 million.

Summary of Full Year Financial Information: Year Ended 31 December 2024

Consolidated Income Statement

In CHF thousands (except per share

data) Year ended December 31,

2024 2023

Net sales 14,970 792

Revenue from outlicensing transactions 16,924 99,923

Net sales to licensing partner 7,223 2,699

Revenue from contracts with customers 39,117 103,414

Cost of sales (15,534) (3,235)

Of which amortization intangible

assets (4,977) (2,405)

Of which royalties and milestones

payable (3,522) -

Other operating income 232 664

Development (26,468) (18,674)

Marketing and sales (11,016) (9,782)

General and administrative (19,482) (21,184)

Other operating expenses - (42)

Net gain on entity liquidation 41 -

Net gain on sale of idebenone business - 17,683

Operating expenses (56,925) (31,999)

Operating result (33,110) 68,844

Financial income 11,617 19,351

Financial expenses (20,169) (33,375)

Result before taxes (41,662) 54,820

Income taxes (312) (38)

Net result (41,974) 54,782

Basic net result per share (in CHF) (3.69) 5.18

Diluted net result per share (in CHF) (3.69) 5.01

Consolidated Balance Sheet

In CHF thousands December 31, 2024 December 31, 2023

(restated)

Assets

Tangible assets 2,571 582

Intangible assets 68,946 73,966

Financial assets long-term 245 424

Noncurrent deferred loss on

financial instruments 4,913 -

Noncurrent assets 76,675 74,972

Current deferred loss on

financial instruments 3,103 -

Prepaid expenses 373 321

Inventories 17,527 1,811

Trade and other receivables 13,885 2,155

Cash and cash equivalents 40,925 30,370

Current assets 75,813 34,657

Total assets 152,488 109,629

Equity and liabilities

Share capital 1,343 1,262

Capital reserves and share

premium 644,410 630,516

Accumulated losses (614,693) (572,719)

Employee benefit reserve (3,025) 1,018

Treasury shares (65) (131)

Translation differences (272) (3)

Total equity 27,698 59,943

Noncurrent term loans 31,729 -

Noncurrent royalty purchase

agreements 33,165 -

Noncurrent derivative

financial instruments 2,216 -

Noncurrent lease liabilities 1,940 35

Noncurrent contract

liabilities 1,925 -

Pension liabilities 7,672 3,858

Noncurrent liabilities 78,647 3,893

Trade and other payables 9,224 5,616

Accrued expenses 19,345 9,572

Income tax payable 144 182

Current royalty purchase

agreements 3,810 -

Current lease liabilities 553 571

Current convertible bonds 6,398 20,943

Current contract liabilities 56 -

Current derivative financial

instruments 2,323 5,255

Current warrant financial

instruments 4,290 3,513

Current provisions - 141

Current liabilities 46,143 45,793

Total liabilities 124,790 49,686

Total equity and liabilities 152,488 109,629

Consolidated Statement of Cash Flows

Year ended

In CHF thousands December 31,

2024 2023

Result before taxes (41,662) 54,820

Depreciation and impairment of tangible assets 626 603

Amortization and impairment of intangible assets 5,020 2,441

Share-based compensation 3,973 5,990

Change in fair value of financial instruments, net 3,581 (7,609)

Loss on modification of convertible bonds 17 254

Change in pension liabilities (229) 310

Reversal of current provisions (151) (243)

Gain on sale of idebenone business - (17,683)

Income taxes paid (11) (366)

Change in contract liabilities 1,981 -

Change in net working capital (14,342) (5,278)

Financial result net of change in fair value of financial

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