ViroGates A/S — Capital/Financing Update 2018

Jun 6, 2018

Invitation to acquire shares in ViroGates A/S

Financial Advisor Selling Agents

Nasdaq First North is an alternative marketplace operated by an exchange within the Nasdaq group. Companies on Nasdaq First North are not subject to the same rules as companies on the regulated main market. Instead they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in a Company on Nasdaq First North may therefore be higher than investing in a company on the main market. All Companies with shares traded on Nasdaq First North have a Certified Adviser who monitors that the rules are followed. The Exchange approves the application for admission to trading.

CERTAIN INFORMATION REGARDING THE PROSPECTUS

Applicable legislation

This Prospectus has been prepared for the Offering in compliance with Danish legislation and regulations, including the Danish Companies Act, the Consolidated Act no. 12 of 8 January 2018 on Capital Markets, as amended (the ''Danish Capital Markets Act), the Executive Order no. 1176 of 31 October 2017 on prospectuses (the "Danish Executive Order on Prospectuses") as well as Commission Regulation (EC) no. 809/2004, as amended (the "Prospectus Regulation) and the rules for issuers of shares of Nasdaq First North.

Language

The Prospectus has been prepared in the English language only.

Lawful distribution

The distribution of this Prospectus is only intended to be for the use by investors in Denmark and Sweden.

The distribution of this Prospectus is, in certain jurisdictions, restricted by law, and this Prospectus may not be used for the purpose of, or in connection with, any offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. This Prospectus does not constitute an offer of or an invitation to subscribe for Offer Shares in any jurisdiction in which such offer or invitation would be unlawful. Persons into whose possession this Prospectus comes shall inform themselves of and observe all such restrictions. The Company does not accept any legal responsibility for any violation by any person, of any such restrictions.

Forward looking statements

Certain statements in this Prospectus are based on the beliefs of the Board of Directors and Management, as well as assumptions made by and information currently available to the Board of Directors and Management, and such statements may constitute forward-looking statements. These forward-looking statements (other than statements of historical fact) regarding the future results of operations, financial condition, cash flows and business strategy, and the plans and objectives of the Board of Directors and the Management for future operations can generally be identified by terminology such as "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "anticipates", "would", "could", "continues" or similar expressions or the negatives thereof.

Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

The Company does not intend, and does not assume, any obligation to update any forward-looking statements contained herein, except as may be required by law or the rules of Nasdaq First North. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained in this Prospectus.

Market and industry information

This Prospectus contains historical market data and industry forecasts, including information related to the sizes of the markets in which the Company participates or parts thereof, diseases targeted by the Company's product candidates and the number of people affected by such diseases. This information has been obtained from a variety of sources, providing business intelligence products and services to the pharmaceutical industry, pharmaceutical specialist literature and articles, company websites and other publicly available information as well as the Company's knowledge of the markets. The professional data suppliers state that the historical information they provide has been obtained from sources, and through methods, believed to be reliable, but that they do not guarantee the accuracy and completeness of this information. Similarly, industry forecasts and market research, while believed to be reliable, have not been independently verified by the Company and the Company does not represent that this historical information is accurate. Industry forecasts are, by their nature, subject to significant uncertainty. There can be no assurance that any of the forecasts will materialise.

The Company confirms that information sourced from third parties has been accurately reproduced and that to the best of the Company's knowledge and belief, and so far as can be ascertained from the information published by such third party, no facts have been omitted which would render the information provided inaccurate or misleading.

Market statistics are inherently subject to uncertainty and are not necessarily reflective of actual market conditions. Such statistics are based on market research which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transaction should be included in the relevant market/market segment definitions.

Enforcement of civil liabilities and service process

The Company is organised under the laws of Denmark, with domicile in the municipality of Rudersdal.

The members of the board of directors and the Management named herein are residents of Denmark, Germany and Switzerland. All or a substantial portion of the Company's and such persons' assets are located in Denmark, Germany and Switzerland. As a result, it may not be possible for investors to effect service of process upon such persons or the Company with respect to litigation that may arise under the laws of foreign jurisdiction or to enforce against them or the Company judgments obtained in foreign courts, whether or not such judgments were made pursuant to civil liability provisions of the local legislation.

The Company has been advised by its Danish legal advisers, Mazanti-Andersen Korsø Jensen, that there is not currently a treaty between the U.S. and Denmark providing for reciprocal recognition and enforceability of judgments rendered in connection with civil and commercial disputes and, accordingly, that a final judgment rendered by a U.S. court based on civil liability would not be enforceable in Denmark. Considerable uncertainty exists whether Danish courts would allow actions to be predicated on the securities laws of the U.S. or other jurisdictions outside Denmark. Awards of punitive damages in actions brought in the U.S. or elsewhere may be unenforceable in Denmark.

Prospectus dated 4 June, 2018

Virogates A/S

(a public company incorporated with limited liability under the laws of the Kingdom of Denmark, registered number CVR 25734033)

Initial public offering of minimum of 659,341 and a maximum of 824,175 Offer Shares of nominal DKK 1 without pre-emptive rights for existing shareholders ("Existing Shareholders") in Virogates A/S (the "Company")

This Prospectus (the "Prospectus") has been prepared in connection with an application for admission to trading of the Company's existing shares ("Existing Shares") and an initial public offering (the "Offering") and issuance and admission to trading of a minimum of 659,341 and a maximum of 824,175 new shares of nominal DKK 1 each (the "Offer Shares" and together with the Existing Shares referred to as "Shares") in Virogates A/S (the "Company"). The capital increase related to the issuance of the Offer Shares is carried out without preemptive subscription rights for Existing Shareholders.

As of the date of this Prospectus (the "Prospectus Date"), but prior to the Offering the registered share capital of the Company is nominal DKK 2,210,172 and consists of 2,210,172 Shares of nominal DKK 1 each, all of which are fully paid.

The Company has obtained subscription undertakings for a total of DKK 42.5 million from cornerstone investors ("Cornerstone Investors"). In addition, existing shareholders have signed statements of intent for conversion of outstanding debt for a total of DKK 11.2 million. The conversion of debt, which was raised in Q1 2018, concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds). The subscription undertakings and conversion of outstanding debt amounts to a total of DKK 53.7 million.

The offer price (the "Offer Price") is DKK 91 per nominal DKK 1 Offer Share.

The offer period (the "Offer Period") is expected to run from 7 June 2018 - 20 June 2018, 4:00 pm. CET.

Investing in the Offer Shares involves significant risks. See section "Risk Factors".

Neither the Existing Shares nor the Offer Shares have been publicly traded before the Offering. The Company has applied for admission to trading for all Shares on Nasdaq First North Denmark under the symbol "VIRO". First day of trading is expected to be 26 June 2018. The Offer Shares will have the same rights as the Existing Shares and will rank pari passu in every respect.

It is expected that delivery against cash payment for the Offer Shares will take place on or around 25 June 2018 (the "Closing Date"). The Offer Shares will be available for delivery by allocation to accounts through the book-entry facilities of VP Securities and Euroclear. The Offer Shares have been accepted for clearance through Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear").

Issuance and admission to trading of the Offer Shares on Nasdaq First North Denmark is expected to take place on 26 June 2018 in the ISIN code of the Existing Shares. The Offer Shares will, however, not be issued or admitted to trading on Nasdaq First North Denmark until after final registration of the capital increase with the Danish Business Authority.

The Offering is subject to Danish law. This Prospectus has been prepared in order to comply with the standards and conditions applicable under Danish law.

The date of this Prospectus is 4 June, 2018.

Table of contents

Summaries	5
Risk factors	23
Background and reasons	28
Letter from the CEO	30
Terms and instructions	32
Industry overview	36
Company description	44
Technology overview	57
Selected financial information	59
Comments on the selected financial information	63
Capitalization, indebtedness and other financial information	65
Board of Directors, senior executives and auditors	67
Share capital and ownership structure	73
Legal considerations and supplementary information	79
Danish tax considerations	83
Articles of Association	86
Glossary	104
Addresses	106
Subscription form	107
Independent auditor´s review report	108

The Offering in brief

The Offering

The Prospectus has been prepared as a result of the Offering to the public in Denmark and Sweden, and institutional investors to acquire shares in ViroGates and admission of the Company's shares to be traded on Nasdaq First North Denmark (the "Offering").

Number of shares offered

The Offering comprises a minimum of 659,341 and a maximum of 824,175 Offer Shares in the Company.

Offer Price

The price in the Offering ("Offer Price") is fixed at DKK 91 per Offer Share.

Time table

Offer Period	7 - 20 June 2018
Settlement date	25 June 2018
First day of trading on Nasdaq	26 June 2018
First North Denmark

Other information

Short name on Nasdaq First
North Denmark	VIRO
Temporary ISIN*	DK0061030657
Permanent ISIN*	DK0061030574

Financial calendar

Interim report Apr. - Jun. 2018 (Q2)	24 July, 2018
Interim report Jul. - Sep. 2018 (Q3)	24 October, 2018
Annual report 2018	27 March, 2019
Annual General Meeting	25 April, 2019

* Subscriptions under the Offering are made in the Temporary ISIN DK0061030657, which will be merged into the Permanent ISIN DK0061030574 upon completion of the Offering.

Summaries

The Danish summary below is translations of the English summary beginning on page 14. In the event of discrepancies between the Danish and the English versions, the English version shall prevail.

DANSK RESUMÉ

Det danske resumé nedenfor er en oversættelse af det engelske resumé, som begynder på side 14. I tilfælde af uoverensstemmelse mellem det danske og det engelske resumé, skal det engelske resumé have forrang.

Dette resumé består af oplysningskrav der benævnes "Elementer." Disse elementer er nummereret i afsnit A-E (A.1-E.7). Dette resumé indeholder alle de elementer, der skal være indeholdt i et resumé for denne type værdipapir og udsteder (nyemission af aktier med fortegningsret for eksisterende aktionærer). Da nogle elementer ikke kræves medtaget, kan der forekomme huller i Elementernes nummerering. Selvom et Element skal indsættes i resuméet på grund af typen af værdipapir og udsteder, er det muligt, at der ikke kan gives nogen relevante oplysninger om Elementet. I så fald indeholder resuméet en kort beskrivelse af Elementet med angivelsen "ikke relevant".

Afsnit A – Indledning og advarsler

A.1	Advarsel	Dette resumé bør læses som en indledning til prospektet. Enhver beslutning om investering i de udbudte aktier bør træffes af investoren på baggrund af prospektet som helhed. Hvis en sag vedrørende oplysningerne i prospektet indbringes for en domstol i henhold til national lovgivning i medlemsstaterne i det Europæiske Økonomiske Samarbejdsområde, kan den sagsøgende investor være forpligtet til at betale omkostningerne i forbindelse med oversættelse af prospektet, inden sagen indledes. Kun de personer, som har indgivet resuméet, herunder eventuelle oversættelser heraf, kan ifalde et civilretligt erstatningsansvar, men kun såfremt resuméet er misvisende, ukorrekt eller uoverensstemmende, når det læses sammen med de øvrige dele af prospektet, eller hvis det ikke, når det læses sammen med prospektets øvrige dele, indeholder nøgleoplysninger som hjælp til investorernes overvejelser om, hvorvidt de vil investere i de udbudte aktier.
A.2	Finansielle formidlere	Ikke relevant. Finansielle formidlere er ikke bemyndiget til at anvende prospektet i forbindelse med et efterfølgende salg eller en endelig placering af de udbudte aktier.

B.1	Juridisk- og handelsnavn	Selskabet er registreret med det juridiske navn ViroGates A/S, CVR nr. 25734033. Selskabet anvender handelsnavnet ViroGates.
B.2	Domicil og retlig form	Selskabet ViroGates A/S er et aktieselskab grundlagt i Danmark. Selskabet er domicileret i Birkerød, Danmark. Selskabet er underlagt reglerne i Selskabsloven.
B.3	Hovedaktiviteter	ViroGates er et dansk medicinsk teknologiselskab, der udvikler og markedsfører suPARnostic®, en række blodprøvea nalyser, der anvendes i forbindelse med vurdering af hvorvidt patienter har brug for akut hjælp, og suPARnostic® giver dermed sygeplejersker og andre sundhedsfaglige medarbejdere et værktøj til bestemmelse af om patienten skal indlægges eller hjemsendes fra Akutmodtagelsen.
		Produkterne gør det muligt at analysere proteinet suPAR hurtigt, hvilket giver en uafhængig sundhedsvurdering og afspejler immunsystemets aktivitet.
		ViroGates' produkter måler aktiveringen af immunsystemet, og de fleste, hvis ikke alle, sygdomme har en under liggende inflammatorisk komponent. Den kvantitative test muliggør vurdering af, hvorvidt en patient eller individ lider af eller ikke lider af kronisk inflammation og immunaktivering, hvorved den kvantitative test kan indikere, om patienten lider af sygdom samt sygdommens sværhedsgrad, prognosen for patienten samt sygdomsudviklingen.
		Mere end 500 videnskabeligt anerkendte publikationer er publiceret i internationale tidsskrifter vedrørende suPARs egenskaber (mange i ledende tidsskrifter, herunder Nature Medicine, JAMA og New England Journal of Medicine). Der er således målt 300 000 patientprøver, hvoraf mere end 50 000 har været indenfor det akutmedicinske område.
		I akutmodtagelsen er den kliniske værdi af viden om et lavt niveau af suPAR: • Flere patienter kan hjemsendes sikkert fra hospitalet. • Væsentlig reduktion i antal indlæggelser på grund af forbedret medicinsk beslutningsproces. • I gennemsnit er patienternes indlæggelsestid 6,5 timer kortere på hospitalet, når suPAR-test udføres i sammen ligning med en tilsvarende kontrolgruppe hvor testen ikke udføres. Dette resulterer i betydelige besparelser på EUR>27 milliarder på udvalgte markeder i den vestlige verden.
		Den kliniske værdi af viden om et højt niveau af suPAR er: • Identifikation af højrisikopatienter - hvilket fører til tidligere behandling. I dag risikerer hospitalerne ofte at sende højrisikopatienter hjem. De bliver derefter genindlagt med mere fremskreden sygdom, hvilket resulterer i dyrere behandlinger med dårligere udfald. • Identifikation af f.eks. skjult cancer kan forbedre effekten af behandling og den samlede overlevelse. • Bedre risikovurdering = bedre individuel behandling og forbedrede resultater.

Afsnit B – Information om Udsteder

B.3 - På markedet for akutmedicin vurderer ViroGates, at patientpotentialet er på 2,5% af den generelle befolkning i det pågældende optagelsesområde og med en prisfastsættelse på 20 EUR pr. test udført i Europa og Nordamerika (NA) og 10 EUR pr. test i resten af verden (RoW) udgør det samlede anslåede markedspotentiale for suPAR-tests på markedet for akutmedicin globalt over 1 mia. euro årligt.

B.4a Tendenser In Vitro Diagnostik (IVD) markedet er drevet af en række samfundsøkonomiske faktorer; uholdbart stigende sundhedsudgifter, en aldrende befolkning, en stigning i antallet af kroniske sygdomme, udvikling af nye teknologier og decentraliseret sundhedspleje.

Uholdbart stigende sundhedsudgifter

Sundhedsomkostningerne på globalt plan forventes at nå op på ca. 12 billioner USD inden 2022. Denne stigningstendens er imidlertid uholdbar, og aktørerne i markedet for sundhedsydelser er tvunget til at forbedre effektiviteten i systemet. Herudover ventes sundhedsomkostningerne i vækstøkonomierne at tegne sig for 1/3 af de globale udgifter i 2022.

Væksten i den aldrende del af befolkningen

Gennemsnitslevealderen på globalt plan stiger gradvist hvilket betyder, at den del af befolkningen som er 60 år og ældre støt øges. En stigende aldrende befolkning, betyder, at der vil være flere mennesker, der udvikler alvorlige sygdomme, hvilket resulterer i behov for langtidspleje og derved øges efterspørgslen efter diagnostiske produkter og tjenester.

Øget vækst i de nye økonomier

De nye udviklingsøkonomiske lande har oplevet en stigning i sundhedsudgifterne uden tegn på at dette er aftagende. Det forventes, at disse økonomier på linje med forbedret infrastruktur, økonomi, stabile regeringer og øgede levestandarder ønsker adgang til den samme medicinske teknologi og terapeutisk behandling, som i øjeblikket er tilgængelige i udviklede markeder. Med voksende økonomier i de udviklingsøkonomiske lande vil disse have økonomiske ressourcer til at efterspørge og møde disse krav.

Et voksende antal kroniske sygdomme

Det voksende antal kroniske sygdomme betyder en stigende byrde for samfundet som helhed, og de medicinske systemer i særdeleshed. Antallet af personer med kronisk sygdom i befolkningen forventes at vokse med 45% fra 1995 til 2030, og såvel de direkte omkostninger til diagnostik som udgifter til behandling samt indirekte omkostninger i form af tabte arbejdsdage koster samfundet milliarder af dollars på årsbasis.

Ændret udbud af sundhedsydelser

Måden hvorpå folk møder kommer i kontakt med sundhedsvæsenet ændrer sig. Det som hidtil er leveret via hospitaler og lægeklinikker, findes nu også som kommercielt udbudte løsninger via klinikker for ikke-akutte og ikke-kirurgiske lidelser, ved telemedicin samt internetbaserede løsninger. Decentraliseringen af sundhedsvæsenet skaber muligheder i IVD-markedet da tests nu kan udføres flere steder end tidligere. Især patientnære tests (Point of Care) tests der leverer resultater her og nu har meget at vinde på baggrund af denne udvikling. Dette vil lede til et reduceret behov for centrallaboratorieløsninger.

B.5	Koncernstruktur	Ikke relevant. ViroGates er ikke en del af en koncernstruktur.
B.6	Ejerskabsstruktur og fortegnelse over aktionærer i relation til aktier og stemmer	Fortegnelse over aktionærer på tidspunktet for udarbejdelse af Prospektet
		Aktionærer med >5% ejerskab (Hoved Ejere*)	Antal aktier	Antal stem mer	Procentandel af aktier og stemmer
		N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen)	642 715	642 715	29,08%
		Kim Ginnerup ApS (Kim Ginnerup)	242 688	242 688	10,98%
		4AM ApS (Lars Krogsgaard, Board member)	242 688	242 688	10,98%
		The Way Forward ApS (Mads Kjær)	188 183	188 183	8,51%
		JEO Holding ApS (Jesper Eugen-Olsen, CSO)	159 769	159 769	7,23%
		Montela AB (Peter Benson)	147 838	147 838	6,69%
		Scanafric A/S (Peter Vagn Jensen)	117 704	117 704	5,33%
		Total antal aktionærer med >5% ejerskab	1 741 585	1 741 585	78,80%
		Andre	468 587	468 587	21,20%
		Total	2 210 172	2 210 172	100,00%
		* Alle ovennævnte selskaber er 100% ejet af den enkelte inden for parenteserne

B.7 Udvalgte regnskabsog virksomhedsoplysninger Resultatopgørelse for ViroGates A/S

	Januar - Marts		Kalenderåret
		Ikke reviderede
	Reviewed	tal	Reviderede tal
DKK´000	2018	2017	2017	2016
Nettoomsætning	574	1 202	2 441	3 686
Bruttofortjeneste/tab	-1 574	-460	-4 265	-3 502
Resultat før renter og finansielle omkostninger	-2 748	-1 300	-7 691	-6 937
Tab før skat	-2 964	-1 309	-7 697	-6 898
Tab for perioden	-2 312	-1 021	-5 987	-5 403

Kommentarer til udvalgte finansielle poster for ViroGates A/S

For bemærkningerne vedrørende tre-måneders perioden, der sluttede den 31. marts 2018 i forhold til tre-måneders perioden, der sluttede den 31. marts 2017, gælder følgende: Beløb, der er angivet uden parentes, vedrører perioden 1. januar 2018 til 31. marts 2018, mens beløb inden for parentes henviser til perioden 1. januar 2017 til 31. marts 2017. For bemærkningerne til årets udgang 31. december 2017 i forhold til året ultimo 31. december 2016 gælder følgende: Beløb, der er angivet uden parentes, vedrører perioden 1. januar 2017 til 31. december 2017, mens beløb inden for parentes henviser til perioden 1. januar 2016 til 31. december 2016.

Omsætningen faldt til TDKK 574 i første kvartal af regnskabsåret 2018, fra 1 202 TDKK det foregående regnskabsår. Dette skyldtes hovedsageligt virkningen af den nye Sundhedsplatform, der blev implementeret fra andet kvartal 2017 i Hovedstadsregionen, hvilket betød, at proceduren for bestillingerne af suPAR tests internt hos ViroGates' største kunde ændrede sig fra at ske automatisk til at skulle bestilles manuelt som en separat proces. Dette førte til et fald i testvolumen. Problemet er endnu ikke løst, men en proces for bedre information og påmindelser til akutpersonalet hos kunden er iværksat, og vi forventer, at mængden af tests der bliver ordret vil stige i de kommende kvartaler.

Salgsomkostningerne forblev på niveau med 1. kvartal 2017. Andre eksterne omkostninger steg til TDKK 2 083 (TDKK 1 577), primært drevet af omkostningerne til forskning og udvikling. Personaleomkostningerne steg i 1. kvartal 2018 til 1 133 TDKK (TDKK 816), primært som følge af en stigning i antallet af fuldtidsansatte. I første kvartal af regnskabsåret 2018 viste selskabet et driftsunderskud på TDKK 2 748 (TDKK 1 300). Indtægterne for hele regnskabsåret 2017 faldt til TDKK 2 441 (TDKK 3 686) på grund af effekten af den nye Sundhedsplatform der blev implementeret fra 2. kvartal 2017 (se ovenfor). ViroGates forventer, at den negative effekt i 2018 vil blive mindre end i 2017.

Salgsomkostningerne forblev på samme niveau som for regnskabsåret 2016. Andre eksterne omkostninger faldt til TDKK 6 435 (TDKK 6 832) i regnskabsåret 2017, hovedsageligt på baggrund af omkostninger i forbindelse med Selskabets investering i interventionsstudiet, der operationelt hovedsageligt kørte i 2016. Personaleomkostningerne udgjorde TDKK 3 308 (TDKK 3 336) for regnskabsåret. I regnskabsåret 2017 realiserede ViroGates et driftsunderskud på TDKK 7 691 mod et driftsunderskud på TDKK 6 937 for regnskabsåret 2016.

Pr. 31. marts 2018, havde selskabet likvider på TDKK 10 264, og kortfristede forpligtelser på TDKK 13 499, hvoraf TDKK 10 893 udgøres af et konvertibelt lån fra udvalgte långivere blandt aktionærerne.

Væsentlige begivenheder siden 31. marts 2018

Der er ikke siden 31. marts 2018 indtruffet begivenheder, som væsentligt kan ændre vurderingen af kvartalsrapporten eller af årsrapporten.

Januar - Marts Kalenderåret Ikke reviderede Reviewed tal Reviderede tal DKK´000 2018 2017 2017 Aktiver Materielle anlægsaktiver 211 206 243 Investeringer I anlægsaktiver 110 108 108 Anlægsaktiver 321 314 350 Varebeholdninger 601 561 694 Tilgodehavender 2 997 3 351 2 467 Likvide beholdninger 10 264 6 053 1 466 Omsætningsaktiver 13 863 9 965 4 627 Aktiver 14 184 10 279 4 978 Passiver Egenkapital 685 7 963 2 997	B7 -	Balance for ViroGates A/S
						2016
						232
						105
						337
						451
						3 386
						7 823
						11 660
						11 997
						8 985
	Gæld		13 499	2 316	1 980	3 012
Pasiver i alt 14 184 10 279 4 978						11 997

B7 - Pengestrømsopgørelse for ViroGates A/S

	Januar - Marts		Kalenderåret
	Reviewed	Ikke reviderede tal	Reviderede tal
DKK´000	2018	2017	2017	2016
Pengestrøm fra drift	-2 095	-1 769	-6 224	-6 677
Pengestrøm fra investeringsaktivitet	0	0	-132	-2
Pengestrøm fra finansielle aktiviteter	10 893	0	0	0
Ændring i kontantbeholdninger og kontante tilgodehavender	8 798	-1 769	-6 357	-6 679
Kontantbeholdninger og kontante tilgodehavender ved periodens start	1 466	7 823	7 823	14 502
Kontantbeholdninger og kontante tilgodehavender ved periodens slutning	10 264	6 053	1 466	7 823
Specifikation af kontantbeholdninger og kontante tilgodehavender ved periodens slutning
Kontantbeholdninger og kontante tilgodehavender (likvide beholdninger)	10 264	6 053	1 466	7 823
Likvide beholdninger, nettogæld	10 264	6 053	1 466	7 823

B7 - Nøgletal for ViroGates A/S

	Januar - Marts	Kalenderåret
	Reviewed	Ikke reviderede tal	Reviderede tal
DKK´000	2018	2017	2017	2016
Nettoomsætning	574	1 202	2 441	3 686
Driftsresultat	-2 748	-1 300	-7 691	-6 937
Resultat før skat	-2 964	-1 309	-7 697	-6 898
Nettoresultat	-2 312	-1 021	-5 987	-5 403
Nettoresultat per aktie før udvanding (DKK/aktie)	0	0	0	0
Nettoresultat per aktie efter udvanding (DKK/aktie)	0	0	0	0
Gennemsnitligt antal aktier før udvanding	2 210 172	2 210 172	2 210 172	2 210 172
Gennemsnitligt antal aktier efter udvanding	2 427 687	2 423 287	2 426 587	2 422 187
Egenkapitalandel (%)	5	77	60	75
Dividende per aktier (DKK/aktie)	0	0	0	0
Antal ansatte ved periodens afslutning	4	4	4	4

B.8	Udvalgte proforma regnskaber	Ikke relevant. Prospektet indeholder ikke proforma årsregnskaber.
B.9	Resultatforventnin ger/prognoser	Ikke relevant. Prospektet indeholder ikke resultatforventninger eller prognoser
B.10	Forbehold i revision spåtegningen	Ikke relevant. Der er ingen bemærkninger i revisionsrapporterne vedrørende de historiske finansielle oplysninger, der præsenteres i dette prospekt.
B.11	Arbejdskapital	Det er bestyrelsens vurdering at driftskapitalen pr. 31. marts 2018 er utilstrækkelig til, at kapitalen dækker behovet for kapital til driften i de næste te tolv måneder. I henhold til den nuværende forretningsplan vurderer Selskabet, at underskuddet i arbejdskapitalen for de næste tolv måneder udgør ca. TDKK 15.000. Arbejdskapitalbehovet for de næste tolv måneder skal dækkes af nettoindtægterne fra udstedelse af nye aktier i forbindelse med Udbuddet, hvilket skal kunne give Selskabet mindst DKK 45,7 mio. og maksimalt DKK 59,9 mio. efter transaktionsomkostninger og efter fradrag af udestående gæld, som eksisterende aktionærer har underskrevet hensigter om konvertering til i alt DKK 11,2 mio. Omregningen af gæld, der blev optaget i 1. kvartal 2018, vedrører midler, der allerede er betalt til Selskabet og udgør dermed ikke en del af de modtagne indbetalinger fra Udbuddet (dvs. kontant provenu). Det er selskabets langsigtede finansielle mål at være cash flow positive inden udgangen af 2020. I tilfælde af at Udbuddet ikke gennemføres, vil virksomheden gennemgå sin nuværende forretningsplan og

I tilfælde af at Udbuddet ikke gennemføres, vil virksomheden gennemgå sin nuværende forretningsplan og overveje rejsning af egenkapital via eksisterende større aktionærer og nye investorer.

Afsnit C - En beskrivelse af typen og klassen af udbudte aktier

C.1	Udbudte aktier	Aktier i ViroGates A/S. Tegningsordrer under Udbuddet er lavet i den midlertidige ISIN DK0061030657, som vil blive fusioneret ind i permanente ISIN DK0061030574 efter gennemførelse af Udbuddet.
C.2	Valuta	Aktierne udstedes i danske kroner, DKK
C.3	Antal aktier og pålydende værdi	Selskabets aktiekapital udgør på tidspunktet for dette Prospekt DKK 2.210.172 fordelt på 2.210.172 aktier, hver med en nominel værdi på DKK 1. Alle aktier er fuldt indbetalte.
C.4	Rettigheder forbundet med værdipapirerne	Hver aktie giver ret til en stemme på generalforsamlingen. Alle aktier har lige rettigheder til Selskabets aktiver og indtjening. På generalforsamlinger kan hver aktionær stemme på det fulde antal aktier, som han ejer eller repræsen terer uden begrænsninger i stemmerettighederne. Aktionærernes rettigheder kan kun ændres af generalforsamlingen i overensstemmelse med loven.
C.5	Indskrænkninger i Aktiernes omsæt telighed	Ikke relevant. Aktierne er omsætningspapirer, og der gælder ingen indskrænkninger i Aktiernes omsættelighed
C.6	Optagelse til handel på et reguleret marked	Ikke relevant. Aktierne vil ikke blive optaget til handel på en reguleret markedsplads. Bestyrelsen for ViroGates har ansøgt om optagelse til handel af aktierne i ViroGates på Nasdaq First North Denmark, et multilaterale handels facilitet, der ikke har samme juridiske status som en reguleret markedsplads. Den første handelsdag er planlagt til 26 juni, 2018. En betingelse for godkendelse er, at kravet om spredning og free float af Selskabets aktier er opfyldt senest på dagen for handel.
C.7	En beskrivelse af udbyttepolitik	Historisk er der ikke udbetalt udbytte af selskabet, og der vil ikke blive fremsat forslag om udbytte til aktionærer, før der er opnået langsigtet rentabilitet.

Afsnit D - Risikoen

D.1	De vigtigste risici, der er specifikke for	Risici relateret til Selskabet og Industrien omfatter:
	Selskabet eller dettes branche	Der er risiko for, at selskabet ikke vil lykkes i sin kommercialiseringsstrategi ViroGates befinder sig i en initiel kommercialiseringsfase og har til dato kun genereret begrænsede salgsindtægter og forventer at rapportere et tab i løbet af de næste par år. Virksomheden er derfor i højere grad afhængig af vellykket udviklings- og kommercialiseringsindsats end et etableret selskab med etableret salg. Hvis kommercialiseringen af Selskabets produkter forsinkes, bliver dyrere eller fejler, kan dette have en væsentlig indflydelse på Selskabets aktiviteter.
		Selskabet er afhængig af immaterielle rettigheder ViroGates er afhængig af dets evne til at ansøge om, udtage og vedligeholde patenter for at beskytte Selskabets immatterielle rettigheder og specifikke viden. ViroGates indgiver patentansøgninger og registrerer rettigheder og varemærker, der løbende dækker den metode og produkter, som selskabet udvikler på udvalgte markeder, såfremt det anses for afgørende for selskabets fremtidige udvikling. Der er risiko for, at nuværende eller fremtidige patentansøgninger ikke resulterer i, at patenter bliver godkendt. Herudover er den industri, hvor ViroGates opererer, præget af hurtig teknologisk udvikling. Der er derfor altid risiko for, at der udvikles nye teknologier og produkter,

kan påvirke Selskabets aktiviteter negativt.

der omgår eller erstatter Selskabets nuværende og fremtidige patenter eller andre immaterielle rettigheder, hvilket

D.1 - Afhængighed af underleverandører og distributører

ViroGates er et forsknings- og udviklingsorienteret selskab med en begrænset intern organisation og er derfor stærkt afhængig af samarbejder med eksterne partnere for at drive sin virksomhed. ViroGates er og vil forblive afhængig af samarbejde med andre aktører til fremstilling af selskabets produkter. Hvis en eller flere af selskabets leverandører skulle afbryde samarbejdet med ViroGates, eller hvis der opstod produktionsforstyrrelser, såsom forsinkede leverancer, forsinkelser i automatisering af produktionsprocessen for tests eller kvalitetsproblemer, vil dette kunne forårsage følgeproblemer i relation til ViroGates´ forpligtelser overfor sine kunder. Dette kan skade ViroGates' omdømme, og føre til tab af kunder, svækkede bruttomarginer og/eller faldende indtægter. ViroGates har indgået distributionsaftaler for visse markeder, og dette medfører risiko for manglende salg af selskabets produkter hvis distributøren ikke opfylder sine forpligtelser, og aftalen må opsiges. En opsigelse af en aftale kan føre til et uventet fald i salget og dermed have en negativ indvirkning på selskabets forretning, indtjening og/eller finansielle stilling. Der er også en risiko for, at selskabets produkter måske ikke får det nødvendige fokus blandt de udvalgte distributører for at opnå en tilstrækkelig fremtidig vækst i salget.

Selskabet er udsat for risici i forbindelse med tvister

Tvister, krav, undersøgelser og administrative processer kan medføre, at ViroGates skal betale erstatning eller ophøre med visse former for forretning. ViroGates kan blive involveret i tvister inden for rammerne af sin normale forretningsaktivitet og risikere at blive underkastet krav i sager vedrørende patenter og licenser eller andre aftaler. Desuden kan bestyrelsesmedlemmer, direktører, medarbejdere eller tilknyttede virksomheder blive udsat for strafferetlige undersøgelser og retssager. Sådanne tvister, krav, undersøgelser og processer kan være tidskrævende, forstyrre normale driftsaktiviteter, involvere store krav og resultere i betydelige omkostninger. Desuden kan det ofte være svært at forudsige udfaldet af komplekse tvister, krav, undersøgelser og processer. Som følge heraf kan tvister, krav, undersøgelser og processer have en væsentlig negativ indvirkning på Selskabets forretning, økonomiske situation og resultat af driften.

Afhængighed af nøglepersoner

ViroGates er i høj grad afhængig af en række nøglepersoner. Et muligt tab af visse af disse personer kan medføre, at udviklingen eller kommercialiseringen af selskabets produkter bliver forsinket eller formindsket. Tabet af nøglemedarbejdere kan på kort sigt påvirke Selskabets forretning, indtjening og finansielle stilling negativt.

Selskabets produkter er underlagt en løbende gennemgang af myndighederne

Da ViroGates forskning og udvikling, produktion og markedsføring er underlagt en løbende gennemgang af myndighederne, er der risiko for, at selskabets nuværende tilladelser ikke fornyes på samme vilkår som tidligere. Der er også en risiko for, at sådanne tilladelser kan tilbagekaldes eller indskrænkes.

Ændringer i lovgivning, tilskudssystemer eller tilladelser samt problemer i forbindelse med et produkt eller hos en producent kan således påvirke ViroGates' forretning, indtjening og/eller finansielle stilling negativt.

Virksomheden opererer i en kompetetiv industri

Der er konkurrenter inden for virksomhedens driftsområde for tests af immunsystemets aktivering, og der er risiko for, at nye virksomheder etableres med større kapital og færdigheder. Øget konkurrence kan føre til lavere priser og dermed en svagere margin for ViroGates. Dette kan påvirke ViroGates' drift, indtjening og/eller finansielle stilling negativt.

Selskabet kan blive tvunget til at rejse yderligere kapital i fremtiden

Selvom processen med at rejse kapital, der blev gennemført i begyndelsen af 2018 gennem optagelse af et konvertibelt lån på DKK 11 mio., har styrket ViroGates' finansielle stilling betydeligt, er der risiko for, at selskabet vil få brug for yderligere finansiering i fremtiden. Adgang til yderligere finansiering påvirkes af flere faktorer, herunder markedsvilkår, den generelle tilgængelighed til kapital samt ViroGates´ kreditværdighed og kreditkapacitet. Forstyrrelser og usikkerhed på kredit- og kapitalmarkederne kan yderligere begrænse adgangen til yderligere kapital. Der er også risiko for, at Selskabet i fremtiden ikke har tilstrækkelig indkomst eller positiv pengestrøm til at opretholde sin drift.

D.3 De vigtigste risici relateret til de udbudte

aktier

Risici relateret til de udbudte aktier omfatter:

Kursudvikling

En investering i værdipapirer er altid forbundet med risiko og risikovillighed. Da en aktiekurs både kan stige og falde, er det ikke sikkert, at en aktionær kan få den investerede kapital tilbage. Forud for Udbuddet er der ikke noget offentligt marked for ViroGates aktier. Der er risiko for, at et aktivt og likvidt marked ikke dannes, eller hvis en sådan udvikling finder sted, at den ikke vil vare ved efter at Udbuddet er gennmført. Prisen i Udbuddet afspejler ikke nødvendigvis den pris, som investorer på markedet er villige til at købe og sælge aktierne til efter Udbuddet.

Handelsplads

ViroGates har ansøgt om optagelse til handel med Selskabets Aktier på Nasdaq First North Denmark, som er en multilateral handelsfacilitet, der ejes af Nasdaq. Det har ikke samme juridiske status som et reguleret marked. Virksomheder på Nasdaq First North er reguleret af en specifik lovramme og har ikke de samme lovmæssige krav til handel som på et reguleret marked. Markedsmisbrugsforordningen, MAR, finder dog anvendelse på både regulerede markeder samt MTF-platforme (Nasdaq First North). En investering i et selskab, der handles på Nasdaq First North, er mere risikabelt end en investering i et børsnoteret selskab på et reguleret marked, og en investor kan miste en del eller hele sin investering.

D.3	-	Ejere med væsentlig indflydelse Aktionærerne, der efter Udbuddet vil have væsentlige aktiebesiddelser i Selskabet, kan udøve en betydelig indflydelse i forhold, der er genstand for godkendelse af aktionærer. Disse aktionærers interesser kan helt eller delvist afvige fra andre aktionærers interesser. Desuden vil sådanne aktionærer være repræsenteret i selskabets bestyrelse. Fremtidigt udbytte Eventuelle fremtidige udbytter og størrelsen heraf afhænger bl.a. af selskabets fremtidige indtjening, finansielle stilling, driftskapitalbehov og likviditet. Udbytte fastsættes af generalforsamlingen efter forslag fra bestyrelsen. Der er risiko for, at ViroGates i fremtiden ikke vil uddele udbytte.
	Afsnit E - Udbuddet
E.1	Udbuddets samlede nettoprovenu og anslåede udgifter	I forbindelse med Udbuddet foretager Selskabet en ny udstedelse af aktier, der forventes at medføre et brutto provenue på minimum DKK 48,8 mio. og højst DKK 63,8 mio., og et nettoprovenu på minimum DKK 45,7 mio. og højst DKK 59,9 mio. efter fradrag af selskabets transaktionsomkostninger (inklusive gebyrer til selskabets rådgivere), som skønnes at udgøre DKK 3,1 - 3,8 mio. Brutto og nettoprovenu omfatter ikke omregning af gæld, som eksisterende aktionærer har underskrevet hensigter om konvertering til i alt DKK 11,2 mio. Omregningen af gæld, der blev optaget i 1. kvartal 2018, vedrører midler, der allerede er betalt til Selskabet og udgør dermed ikke en del af de modtagne indbetalinger fra Udbuddet (dvs. kontant provenu).
E.2a	Baggrund for Udbud det og anvendelse af provenu	ViroGates er kommet til et kommercielt punkt, hvor den klinisk usikkerhed er blevet elimineret, produktporteføljen er dokumenteret til at have værdi, produktporteføljen er tilstrækkelig til at imødekomme hospitalernes behov, og selskabet har genereret interesse fra det internationale marked for akutmedicin. ViroGates vil derfor udnytte dette momentum og mobilisere tilstrækkelige kommercielle kræfter til at udnytte mulighederne i dette marked.
		Allokering af provenuet • 60-70% - vil blive brugt til kommerciel eksekvering, hvilket betyder at opbygge en salgsorganisation på de europæiske markeder, hvor der er opnået regulatorisk godkendelse for suPARnostic®-produkterne. Kommercielle bestræbelser vil også blive rettet mod at opbygge partnerskabskompetencer på det amerikanske marked for at arbejde tæt sammen med integrerede sundhedsudbydere (typisk omfattende både sundhedsforsikringsmarkedet og private hospitaler). På udvalgte markeder, hvor distributionspartnerne opererer, vil ressourcer blive brugt til at uddanne og monitorere sådanne partnere
		• 10-20% - vil blive brugt til at sikre nødvendig produktudvikling. ViroGates forventer at lancere suPARnostic® Turbilatex-produktet i 3. kvartal, 2018, og dette vil initielt være tilgængeligt på Roche Cobas-platformen, men det underliggende assay kan tilpasses enhver turbidimetrisk platform. Derfor vil yderligere udviklingsressourcer i selskabets udviklingsafdeling blive brugt til at sikre overflytning og udvikling til platforme fra andre førende producenter, såsom Architect-platformen fra Abbott, Centaur Platformen fra Siemens, Vidas fra BioMérieux mv. Desuden vil ViroGates videreudvikle suPARnostic® Quick Triage-produktet, så det kan køre fuldblodsprøver fra en fingerprikblodprøve.
		• 5-10% - Vil blive brugt at generere yderligere klinisk dokumentation i form af interventionsdata fra studier, der sikrer endnu mere præcise algoritmer til brug af suPARnostic®-produkterne. Det er vigtigt at bemærke, at yderligere kliniske beviser og dokumentation også kommer fra salg af produkter til forskningsmiljøet samt generering af kliniske data fra klinisk brug hos kunder.
		• 5-10% - vil blive brugt til at sikre den globale dækning af det senest indleverede patent vedrørende brugen af suPARnostic® i akutmedicinske afdelinger. Den dyreste del af processen foregår, når selskabet søger national udstedelse af patenterne.

Udbuddet omfatter minimum 659.341 og højst 824.175 nyudstedte aktier. Tegningsordrer under Udbuddet er lavet i den midlertidige ISIN DK0061030657, som vil blive fusioneret ind i permanente ISIN DK0061030574 efter gennemførelse af Udbuddet.

Udbudskurs

Udbudskursen er fastlagt af bestyrelsen i samråd med Västra Hamnen Corporate Finance til DKK 91 pr. Aktie. Der vil ikke blive opkrævet mæglergebyr.

Udbudsperiodeperiode

Tegningsordrer fra investorer om erhvervelse af aktier i ViroGates skal indgives i perioden 7 - 20 juni, 2018, senest kl. 16:00 (CET).

Indlevering af ordrer

Ordre fra investorer om tegning af aktier skal afgives på den ordreblanket, der er indeholdt i dette prospekt. Ordreblanketten skal sendes til investors eget kontoførende pengeinstitut i løbet af Udbudsperioden. Ordrer er bindende og kan ikke ændres eller annulleret.

Ordrer skal afgives for et antal Udbudte Aktier eller for et aggregeret beløb afrundet til nærmeste danske krone. Tegningsordrer skal ske for mindst halvtreds (50) Udbudte Aktier svarende til en minimumsværdi på DKK 4.500. Der kan kun indleveres én ordreblanket for hver VP-konto. For at en ordre er bindende, skal den udfyldte og underskrevne ordreblanket indsendes til investors eget kontoførende institut i så god tid, at det kontoførende institut kan behandle og fremsende ordren, således at den modtages af Danske Bank senest den 20. juni 2018 kl. 16.00 (CET)

Reduktion af tegning

Hvis de samlede ordrer i Udbuddet overstiger antallet af Udbudte Aktier, vil der blive foretaget reduktion på følgende måde:

• (i) Ved ordrer med en kursværdi til og med DKK 300.000, foretages matematisk reduktion. Der vil dog ikke blive foretaget individuelle tildelinger for mindre end halvtreds (50) Udbudte Aktier.
• (ii) Ved ordrer med en kursværdi på mere end DKK 300.000, sker der individuel tildeling.

Bestyrelsen vil allokere de Udbudte Aktier efter aftale omkring sådanne allokeringer med Västra Hamnen Corporate Finance. 467.032 Udbudte Aktier vil blive tildelt Cornerstone Investors, der har udstedt uigenkaldelige tegningstilsagn for i alt DKK 42,5 mio. 125.898 Udbudte Aktier vil blive allokeret til eksisterende aktionærer til omregning af udestående gæld på i alt DKK 11,5 mio., hvoraf undertegnede hensigtserklæringer er indsamlet fra indehavere af DKK 11,2 mio. af den udestående gæld.

Tegningsforetagender og konvertering af gæld

Aktionærer	Konv. af gæld (TDKK)	Ny kapital (TDKK) markedsværdi	Total (TDKK)	% af maksi malt udbud
LMK Forward AB*	-	10.000	10.000	13,3%
N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen)*	4.207	4.000	8.207	10,9%
A & C Følsgaard Invest A/S*	-	7.500	7.500	10,0%
Kim Ginnerup ApS (Kim Ginnerup)*	1.578	6.000	7.578	10,1%
4AM ApS (Lars Krogsgaard, besty relsesmedlem)*	1.578	6.000	7.578	10,1%
Vækstfonden*	-	7.000	7.000	9,3%
Arve Nilsson*	-	2.000	2.000	2,7%
Andre	3.885	-	3.885	5,2%
Total	11.247	42.500	53.747	72%

* Cornerstone investors

** Konvertering af udestående gæld vedrører midler, der allerede er betalt og vil således ikke udgøre en del af den kontante modtaget fra Udbuddet (dvs. kontant provenu).

Betingelser for afvikling af Udbuddet

Færdiggørelse af Udbuddet er afhængigt af at Udbuddet ikke bliver tilbagekaldt. Udbuddet kan tilbagekaldes af Selskabet til enhver tid før offentliggørelsen af resultatet af Udbuddet. Udbuddet kan ligeledes tilbagekaldes, såfremt Nasdaq First North Denmark ikke finder spredningen af Aktierne til investorerne tilstrækkelig, hvis kravet om free float ikke er opfyldt eller Aktierne af andre grunde ikke kan optages til handel på Nasdaq First North Denmark.

En eventuel tilbagekaldelse af Udbuddet vil straks blive offentliggjort via Nasdaq First North Denmark.

E.4	Væsentlige interesser i Udbuddet, herunder interessekonflikter	Västra Hamnen Corporate Finance er finansiel rådgiver og Certified Adviser for ViroGates, Danske Bank fungerer som udstedende agent i forbindelse med Udbuddet. Nordnet og Avanza Bank fungerer som salgsagenter i forbindelse med udbuddet. Mazanti-Andersen Korsø Jensen er juridisk rådgiver for selskabet. Västra Hamnen Corporate Finance, Nordnet og Avanza Bank har på forhånd aftalt betaling for deres ydelser i forbindelse med Udbuddet. Derudover er der ingen økonomisk eller anden relevant interesse i Udbuddet. Eksisterende aktionærer og eksterne investorer har gennem uigenkaldelige tegningstilsagn og underskrevne hensigter om konvertering af udestående gæld garanteret i Udbuddet tegning af 590.619 Udbudte Aktier svarende til et samlet tegningsbeløb på DKK 53,7 mio. Bortset fra investorernes interesse i Udbuddet er der ingen økonomiske eller andre interesser i Udbuddet.
E.5	Lock up aftaler	Der vil ikke blive foretaget salg af eksisterende aktier i Udbuddet. I forbindelse med Udbuddet har eksisterende aktionærer med 97,6 procent af aktierne før Udbuddet besluttet at indgå i lock up aftaler, der forpligter aktionærerne til ikke at sælge, udbyde til salg, indgå nogen form for aftale om salg, pantsætte eller på anden måde direkte eller indirekte at overføre aktierne i Selskabet eller andre værdi papirer, der kan udveksles i aktier i Selskabet eller tegningsoptioner eller andre muligheder for at erhverve aktier i Selskabet (tilsammen "Virksomheds værdipapirer") eller at meddele hensigten om at gøre en sådan handling uden forudgående skriftligt samtykke fra Västra Hamnen Corporate Finance, der er Certified Adviser i udbuddet ("Lock up forpligtelsen"). Sådant samtykke kan ydes, hvis det anses for rimeligt og nødvendigt på grund af specifikke forhold, f.eks. af skattemæssige årsager og må ikke urimeligt holdes tilbage eller forsinkes af den certificerede rådgiver. Lock up forpligtelsen gælder fra den første handelsdag og for en periode på i) tre måneder, ii) seks måneder eller iii) et år for aktionærer med i) mindre end 1 procent (108.468 aktier, 4,9% af det samlede antal aktier), ii) mellem 1 og 10 procent (920.502 aktier, 41,6% af det samlede antal aktier) eller iii) mere end 10 procent (1.128.091 aktier, 51,0% af det samlede antal aktier) af den eksisterende aktiekapital forud for Udbuddet.
E.6	Udvandingseffekt	I forbindelse med Udbuddet kan antallet af aktier i selskabet stige til højst 3.034.347 aktier svarende til en udvanding på 27 procent.
E.7	Udgifter, som opkræves hos investorer	Ikke relevant: Udstederen vil ikke opkræve nogen omkostninger fra investorer.

ENGLISH SUMMARY

This summary is made up of disclosure requirements known as "Elements." These elements are numbered in Sections A–E (A.1–E.7). This summary contains all the Elements required to be included in a summary for these types of securities and issuer (new issue of shares with preferential rights for existing shareholders, rights issue). Because certain Elements do not need to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be provided regarding the Element. In this case, a brief description of the Element is included in the summary denoted as "not applicable."

Section A - Introduction and warnings

A.1	Warning	This summary should be read as an introduction to the prospectus. Any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court of law, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2	Financial intermediaries	Not applicable. Financial intermediaries are not authorized to use the Prospectus for subsequent resale or final placement of securities.

Section B - Information about the issuer

B.1	Legal name and trade name	The Company's corporate name is ViroGates A/S, corp. ID no. 25734033. The Company uses the trade name ViroGates.
B.2	Domicile and legal form of the issuer	The Company ViroGates A/S is a public limited company, founded in Denmark. The Company is based in Birkerød, Denmark. The Company's form of association is governed by the Danish Companies Act.
B.3	Principle operations	ViroGates is a Danish medical technology company that develops and markets suPARnostic®, a blood test used to assess whether patients are in need of emergency care, thereby giving nurses and other healthcare providers the tool to assess whether to admit or discharge patients from the Emergency Department. The products have the ability to quickly analyse the protein suPAR which provides independent health assessment and reflects the level of immune system activity.
		ViroGates´ products monitors the activation of the immune system, and most, if not all, diseases have an underlying inflammatory component. The quantitative test enables assessment of whether a patient or individual is or is not suffering from chronic inflammation and immune activation, thereby indicating whether disease is present, the severity of the disease, as well as the prognosis and progression of disease.
		More than 500 peer reviewed publications have been completed studying the characteristics of suPAR (many in leading journals including Nature Medicine, JAMA and New England Journal of Medicine). Moreover, 300,000 samples have been measured, of which more than 50,000 have been in Acute Care.
		In the Emergency Department, the clinical value of the assessment of low level of suPAR is:
		• More patients can safely be discharged from the hospital. • Significant reduction in admissions due to improved medical decision process. • On average, patients stay 6,5 hours shorter at the hospital when suPAR testing is performed compared to control group. This translates into significant savings of EUR >27 billions in selected markets in the western world.
		The clinical value of the assessment of high level of suPAR is:
		• Identification of high risk patients – leading to earlier intervention. Today, hospitals often risk sending high risk patients home. They are then readmitted with more progressed disease, resulting in more expensive treatment with worse outcome. • Identification of e.g. occult cancer can improve treatment efficacy and overall survival. • Better risk estimation = better personalized treatment and improved outcomes.
		In the Acute Care market the Company estimates that patient potential is set at 2.5% of the general population/ uptake area and with a pricing of EUR 20 per test conducted in Europe and North America (NA) and EUR 10 per test for the rest of the world (RoW), the total estimated market potential for suPAR testing in the Acute Care market globally amounts to in excess of EUR 1 billion annually.

D п	er

B.4a Trends The IVD market is driven by a number of societal macroeconomic factors; unsustainable healthcare spending, aging population, growth of chronic diseases, growth of emerging technologies and decentralized healthcare.

Unsustainable increase in healthcare spending

Associated healthcare cost is expected to reach approximately USD 12 trillion globally by 2022. This trend is, however, unsustainable and the healthcare providers needs to improve efficiency in the system. Additionally, healthcare cost in emerging economies is expected to account for 1/3 of the global spending by 2022.

Growth in aging population

People are getting older which means that the population of people age 60 and older is steadily increasing, on a global basis. An increasing population of elderly means there will be more people developing serious health conditions, resulting in need for long time care, thereby increasing the demand for diagnostic products and services.

Growth in emerging economies

Emerging economies have seen an increase in healthcare spending, with no signs of slowing down. It is expected that in line with improved infrastructure, economy, stable governments and raised standards of living, these economies wants access to the same medical technology and therapeutics seen in developed markets. With growing economies they will have financial resources to support these demands.

Growing number of chronic diseases

The growing number of chronic diseases are putting a colossal burden on society as a whole and medical systems in particular. The number of people with chronic conditions in the population is foreseen to grow at 45% from 1995 to 2030 and both direct costs of diagnostics and treatments as well as indirect losses in terms of working days are costing society billions of dollars on an annual basis.

Changed way of healthcare delivery

The way people meet with healthcare providers is changing. What usually has been delivered via hospitals´ and doctors´ offices, is now also available at retail- and community-based clinics for non-emergency and non-surgical conditions, by telemedicine as well as internet-based appointments. The decentralization of the healthcare system creates possibilities for the IVD market due to the fact that tests now can be carried out in more places. Especially POC testing with instant results has a lot to win because of this development considering that tests can now be done where the patient is, reducing the need for central laboratories.

B.5	Group structure	Not applicable. ViroGates A/S is not part of any group.
B.6	Ownership structure	List of shareholders as of the date of this Prospectus
		Shareholders > 5% ownership (Main Owners)	Number of common shares	Number of votes	Percent shares and votes
		N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen)	642,715	642,715	29.08%
		Kim Ginnerup ApS (Kim Ginnerup)	242,688	242,688	10.98%
		4AM ApS (Lars Krogsgaard, Board member)	242,688	242,688	10.98%
		The Way Forward ApS (Mads Kjær)	188,183	188,183	8.51%
		JEO Holding ApS (Jesper Eugen-Olsen, CSO)	159,769	159,769	7.23%
		Montela AB (Peter Benson)	147,838	147,838	6.69%
		Scanafric A/S (Peter Vagn Jensen)	117,704	117,704	5.33%
		Sum shareholders with > 5% ownership	1,741,585	1,741,585	78.80%
		Others	468,587	468,587	21.20%
		Total	2,210,172	2,210,172	100.00%

B.7 Summary of financial information Income statement for ViroGates A/S

	January - March		Full year
	reviewed	unaudited	audited
DKK´000	2018	2017	2017	2016
Net revenue	574	1,202	2,441	3,686
Gross profit/loss	-1,574	-460	-4,265	-3,502
Operating loss	-2,748	-1,300	-7,691	-6,937
Loss before tax	-2,964	-1,309	-7,697	-6,898
Loss for the period	-2,312	-1,021	-5,987	-5,403

Comments on the selected financial information for ViroGates A/S

For the comments on the three-month period ended 31 March 2018 compared to the three-month period ended 31 March 2017 the following applies: Amounts which are stated without parenthesis refer to the period 1 January, 2018 to 31 March, 2018 while amounts within parenthesis refer to the period 1 January, 2017 to 31 March, 2017. For the comments on year ended 31 December, 2017 compared to the year ended 31 December, 2016 the following applies: Amounts which are stated without parenthesis refer to the period 1 January, 2017 to 31 December, 2017 while amounts within parenthesis refer to the period 1 January, 2016 to 31 December, 2016.

Revenues decreased to TDKK 574 during the first quarter fiscal year 2018, from TDKK 1,202 the previous fiscal year. This was mainly due to the impact of the new Sundhedsplatform implemented from the second quarter 2017 in the capital region of Denmark, which meant that the ordering of suPAR tests at the largest account changed from automatically to be ordered manually as a separate process. This led to a decrease in the test volume. The problem has not been solved yet but risk mitigation in terms of information and reminders to the Acute Care staff has been put in place and the Company expect volumes to increase over the next quarters. Cost of sales remained at the same level as the first quarter of 2017. Other external expenses increased to TDKK 2,083 (TDKK 1,577), mainly driven by the costs of R&D. Personnel expenses increased to TDKK 1,143 (TDKK 816) during the first quarter of fiscal year 2018, mainly because of an increase in the number of full time employees. During the first quarter of fiscal year 2018 the Company showed an operating loss of TDKK 2,748 (TDKK 1,300).

Revenues for the full fiscal year 2017 decreased to TDKK 2,441 (TDKK 3,686) due to the impact of the new Sundhedsplatform implemented from the second quarter 2017. The Company expects that the impact in 2018 will be slightly less. Cost of sales remained at the same level as the fiscal year 2016. Other external expenses decreased to TDKK 6,435 (TDKK 6,832) in fiscal year 2017, mainly due to costs relating to the Company's investment in the Acute Care interventional study, mainly conducted in 2016. Personnel expenses amounted to TDKK 3,308 (TDKK 3,336) during the fiscal year. In fiscal year 2017, ViroGates recorded an operating loss of TDKK 7,691 against an operating loss of TDKK 6,937 in fiscal year 2016.

As of 31 March 2018, the Company had cash and cash equivalents amounting to TDKK 10,264, and current liabilities amounting to TDKK 13,499 of which TDKK 10,893 is a convertible loan from the shareholders.

Significant events since 31 March 2018

Since 31 March 2018, no events have occurred which could materially change the assessment of the quarterly or of the annual report.

B7 -	Balance sheet for ViroGates A/S
		January - March		Full year
		reviewed	unaudited	audited
DKK´000		2018	2017	2017	2016
Assets
Tangible fixed assets		211	206	243	232
Fixed asset investments		110	108	108	105
Fixed assets		321	314	350	337
Inventories		601	561	694	451
Receivables		2,997	3,351	2,467	3,386
Cash and cash equivalents		10,264	6,053	1,466	7,823
Current assets		13,863	9,965	4,627	11,660
Assets		14,184	10,279	4,978	11,997
Equity and liabilities
Equity		685	7,963	2,997	8,985
Liabilities		13,499	2,316	1,980	3,012
Equity and liabilities		14,184	10,279	4,978	11,997

	January - March		Full year
	reviewed	unaudited	audited
DKK´000	2018	2017	2017	2016
Cash flows from operating activities	-2,095	-1,769	-6,224	-6,677
Cash flows from investing activities	0	0	-132	-2
Cash flows from financing activities	10,893	0	0	0
Change in cash and cash equivalents	8,798	-1,769	-6,357	-6,679
Cash and cash equivalents at beginning of period	1,466	7,823	7,823	14,502
Cash and cash equivalents at end of period	10,264	6,053	1,466	7,823
Specification of cash and cash equivalents at end of period
Cash and cash equivalents	10,264	6,053	1,466	7,823
Cash and cash equivalents, net debt	10,264	6,053	1,466	7,823

B7 - Cash flow statement for ViroGates A/S

B7 - Key indicators for ViroGates A/S

	January - March			Full year
	reviewed	unaudited	audited
DKK´000	2018	2017	2017	2016
Net sales	574	1,202	2,441	3,686
Operating earnings	-2,748	-1,300	-7,691	-6,937
Earnings before tax	-2,964	-1,309	-7,697	-6,898
Net earnings	-2,312	-1,021	-5,987	-5,403
Earnings per share before dilution (DKK/share)	0	0	0	0
Earnings per share after dilution (DKK/share)	0	0	0	0
Average number of shares before dilution	2,210,172	2 210 172	2,210,172	2,210,172
Average number of shares after dilution	2,427,687	2,423,287	2,426,587	2,422,187
Equity ratio, %	5	77	60	75
Dividend per share (DKK/share)	0	0	0	0
Number of employees end of period	4	4	4	4

B.8	Selected pro-forma financial statements	Not applicable. This Prospectus contains no pro-forma financial statements.
B.9	Profit/Loss forecast	Not applicable. This Prospectus contains no profit/loss forecast.
B.10	Audit remarks	Not applicable. There are no remarks in the audit reports regarding the historical financial information that is presented in this Prospectus.
B.11	Working capital	According to the assessment by the Board of Directors, the working capital as per 31 March 2018 is insufficient for the capital need the next twelve months. Given the current business plan, the Company estimates that the deficit in the working capital for the next twelve months amounts to around TDKK 15,000. The working capital needs for the next twelve months is to be met by the net receipts from issue of new shares carried out in connection with the Offering, which could provide the Company with a minimum of DKK 45.7 million and a maximum of DKK 59.9 million after transaction costs and after deduction of outstanding debt that existing shareholders have signed statements of intent for conversion for a total of DKK 11.2 million. The conversion of debt, which was raised in Q1 2018, concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds). It is the Company´s long term financial objective to be cash flow positive by the end of 2020. In the event that the Offering is not carried through, the Company will review its current business plan, and

raise new equity through existing major shareholders and new investors.

Section C - Information about the securities offered

C.1	Securities offered	Shares in ViroGates A/S. Subscriptions under the Offering are made in the Temporary ISIN DK0061030657, which will be merged into the Permanent ISIN DK0061030574 upon completion of the Offering.
C.2	Denomination	The shares are denominated in Danish Krone, DKK.
C.3	Number of shares and nominal value	The share capital of the Company amounts at the date of this Prospectus to DKK 2,210,172 divided into 2,210,172 shares, each with a quota value of DKK 1. All shares are fully paid.
C.4	Rights associated with the securities	Each share entitles to one vote at the General Meeting. All shares convey equal rights to the Company's assets and earnings. At General Meetings, each shareholder may vote for the full number of shares that he/she owns or represents without restrictions to the voting rights. Shareholders' rights can only be changed by the General Meeting in accordance with law.
C.5	The securities transferability	Not applicable; the shares are not subject to restrictions on transferability.
C.6	Admission for trading	Not applicable. The shares will not be admitted to trading on a regulated marketplace. The Board of Directors of ViroGates has applied for admission to trading of the shares in ViroGates on Nasdaq First North Denmark, a multilateral trading facility which does not have the same legal status as a regulated marketplace. The first day of trading is planned to be the 26 June, 2018. One condition for approval is that the requirements for the distribution and free float of the Company's shares have been met at latest on the day when trading is commenced.
C.7	Dividend policy	Historically no dividends have been paid by the Company and no proposals on dividends to shareholders will be submitted until long-term profitability has been achieved.
	Section D - Risks
D.1	Main risks related to the issuer or the industry	Risks related to the Company and the Industry includes: There is a risk that the Company will not succeed in its commercialization strategy ViroGates finds itself in an initial commercialization phase and has to date generated only limited sales revenues and expects to report a loss over the next few years. Consequently, the Company is dependent on successful development and commercialization efforts to a greater extent than an established company with established sales. If the commercialization of the Company's products is delayed, becomes more expensive or fails, this could have a significant impact on the Company´s operations.
		The Company is dependent on intellectual property rights ViroGates is dependent on its capacity to file and maintain patents to protect intellectual property and specific knowledge. ViroGates files patent applications and registers brands and trademarks continuously to cover the method and products that the Company develops in selected markets if this is deemed crucial for the Company's future development. There is a risk that current or future patent applications may not result in patents being approved. Furthermore, the sector in which ViroGates operates is characterized by rapid technological development. Consequently, there is always a risk that new technologies and products will be developed that circumvent or replace the Company's present and future patents or other intellectual property rights, which can have a negative effect on the Company´s operations. ViroGates is exposed to the risk for litigation, investigations and other proceedings.

D.1 - Dependency on subcontractors and distributors

ViroGates is a research and development-intensive company with a limited in-house organization and is therefore highly dependent on collaborations with external partners to conduct its operations. ViroGates is, and will remain, dependent on collaboration with other players for the manufacture of the Company's products. If one or more of the Company's suppliers were to discontinue its cooperation with ViroGates, or if production disruptions, such as delayed deliveries, delays in automation of the production process for the tests or issues of quality, were to arise, this could cause follow-on problems vis-à-vis ViroGates undertakings towards its customers. This could damage ViroGates´ reputation, causing losses of customers, impaired gross margins and decreased revenues. Having distribution agreements in place, as ViroGates does for certain markets, for the sale of the Company's products also entails a risk that the distributor does not fulfill its obligations and that the agreement must be terminated. Termination of an agreement can lead to an unexpected decline in sales and thus have a negative impact on the Company's business, earnings and financial position. There is also a risk that the Company's products may not gain the necessary focus among the selected distributors to achieve sufficient future sales growth.

The Company is exposed to risks associated with disputes

Disputes, claims, investigations and proceedings might lead to ViroGates having to pay damages or cease certain practices. ViroGates might become involved in disputes within the framework of its normal business activity and risks being subject to claims in suits concerning patents and licenses or other agreements. In addition, directors, employees or affiliates, might become subject to criminal investigations and proceedings. Such disputes, claims, investigations and proceedings can be time consuming, disrupt normal operations, involve large claim amounts and result in considerable costs. Moreover, it can often be difficult to predict the outcome of complex disputes, claims, investigations and proceedings. As a result, disputes, claims, investigations and proceedings could have a material adverse effect on the Company's business, financial condition and results of operations.

Dependency on key individuals

ViroGates is to a large extent dependent on a number of key individuals. The possible loss of any of these individuals could lead to the development or commercialization of the Company's products being delayed or diminished. The loss of key employees could, in the short term, have a negative impact on the Company's business, earnings and financial position.

The Company´s products are subject to constant review by authorities

Because ViroGates´ research and development, production and marketing are subject to constant review by authorities, there is a risk that the Company's current permits may not be renewed on the same terms as previously. There is also a risk that such permits may be revoked or limited. Changes to legislation, insurance systems or permit rules, problems discovered with a product or at a manufacturer can thus negatively impact ViroGates´ business, earnings and financial position.

The Company operates in a competitive industry

There are competitors within the Company's area of operations for the testing of immune system activation and there is a risk that new companies are set up with greater capital and skills. Increased competition could contribute to lower prices and, consequently, a weaker margin for ViroGates. This could adversely affect ViroGates´ operations, earnings and financial position.

The Company may be forced to raise additional capital in the future

Although the process to raise capital, implemented in early 2018 through the issuing of a convertible loan of DKK 11 million, strengthened ViroGates´financial position considerably, there is a risk that the Company will need additional financing in the future. Access to additional financing is affected by several factors including market terms, the general availability of credit, as well as ViroGates´ creditworthiness and credit capacity. Disruptions and uncertainty in the credit and capital markets can further limit access to additional capital. There is also a risk that the Company in the future may not have sufficient income or positive cash flow to maintain its operations.

D.3 Main risks related to Risks related to the securities includes:

the securities

Share price development

An investment in securities is always associated with risk and risk-taking. Since a stock price both can rise and fall it is not certain that a shareholder can get back the invested capital. Prior to the Offering, there is no public market for the ViroGates´ shares. There is a risk that an active and liquid market will not develop or, if such a development takes place, it will not last after the Offering is carried out. The price in the Offering does not necessarily reflect the price that investors in the market are willing to buy and sell the shares for after the Offering.

Marketplace

ViroGates has applied for admittance to trading of the Company´s Shares on Nasdaq First North Denmark which is a multilateral trading facility, owned by Nasdaq. It does not have the same legal status as a regulated market. Companies on Nasdaq First North are regulated by a specific regulatory framework and do not have the same legal requirements for trading as on a regulated market. The Market Abuse Regulation, MAR, applies, however, on both regulated markets as well as MTF platforms (Nasdaq First North). An investment in a company traded on Nasdaq First North is riskier than an investment in a publicly listed company at a regulated market and an investor could lose part or all of its investment.

D.3 - Owners with significant influence

The shareholders that after the Offering will hold significant shareholdings in the Company may exercise a significant influence in matters that are subject to shareholder approval. These shareholders' interests can fully or partially differ from other shareholders´ interests. Further, such shareholders will be represented in the Company's Board of Directors.

Future dividend

Any future dividends, and the amount of such, are dependent on, among other things, the Company's future earnings, financial condition, working capital requirements and liquidity. Dividends are decided by the Annual General Meeting following a proposal from the Board of Directors. There is a risk that ViroGates in the future will not distribute dividends.

Section E - Offering

E.1	Issue proceeds and issue costs	In connection with the Offering, the Company is carrying out a capital increase through issuance of Offer Shares that is expected to raise gross proceeds of a minimum of DKK 48.8 million and a maximum of DKK 63.8 million, and net proceeds of a minimum of DKK 45.7 million and a maximum of DKK 59.9 million following deductions of the Company's transaction costs (including fees to the Company's advisers), which are estimated to DKK 3.1 - 3.8 million. The gross and net proceeds do not include the conversion of debt that existing shareholders have signed statements of intent for conversion for a total of DKK 11.2 million. The conversion of debt, which was raised in Q1 2018, concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds).
E.2a	Motive and use of proceeds	ViroGates has come to a point where clinical uncertainty has been eliminated, the product portfolio has been documented to have value, the product portfolio is adequate to meet the needs of hospitals and the Company has generated the initial pull from the international Acute Care market. ViroGates therefore needs to leverage this momentum and engage adequate commercial forces to execute on the market opportunities.
		Use of proceeds • 60-70% - will be used for commercial execution, meaning building a sales organization in the European markets where regulatory approval has been established for the suPARnostic® products. Commercial efforts will also be directed towards building partnering competencies in the US market to work in a close manner with integrated health plans (typically operating both the health insurance market and private hospitals). In selected markets where distribution partners are operating, resources will be spent to educate and monitor the business performance of such partners.
		• 10-20% - will be used to secure necessary product development. While ViroGates expects to launch the su PARnostic® Turbilatex product by Q3 2018, this will initially be available for the Roche Cobas Platform, but the underlying assay can be adapted to any turbidimetric platform. Hence, further development resources at the Company´s development lab will be spent to secure the migration to platforms from other leading producers, such as the Architect platform from Abbott, the Centaur Platforms from Siemens, the Vidas from BioMérieux etc. Furthermore, ViroGates will further develop the suPARnostic® Quick Triage product such that it will be able to run full blood samples from a finger prick.
		• 5-10% - will be used to generate additional clinical documentation in the form of interventional data from studies securing even more precise algorithms for the use of suPARnostic® products. It is important to note that additional clinical evidence and documentation will also arise from sales of products to the research community as well as generation of clinical data from clinical use with customers.
		• 5-10% - will be used to secure the global coverage of the most recently filed patent on the use of suPARnostic® in the Emergency Department area. The most expensive part of the process is ahead when the Company seeks national granting of the patents.

E.3 Offering forms and conditions

The Offering

The Offering comprises a minimum of 659,341 and a maximum of 824,175 newly issued Offer Shares. Subscriptions under the Offering are made in the Temporary ISIN DK0061030657, which will be merged into the Permanent ISIN DK0061030574 upon completion of the Offering.

Offer Price

The Offer Price has been determined by the Board of Directors in consultation with Västra Hamnen Corporate Finance to DKK 91 per Offer Share. Brokerage commission will not be charged.

Subscription period

Applications to subscribe Offer Shares from the general public are to be submitted during the period of 7 - 20 June, 2018, no later than 4:00 p.m. (CET).

Submission of applications to subscribe

Applications to subscribe for Offer Shares in the Offering should be made by submitting the application form enclosed in the Prospectus to the investor's own account holding bank during the Offer Period. Applications are binding and cannot be altered or cancelled.

Applications should be made for a number of Offer Shares or for an aggregate amount rounded to the nearest Danish krone amount. Subscriptions shall be made for a minimum of fifty (50) Offer Shares, corresponding to a minimum value of DKK 4,500. Only one application will be accepted from each account in VP Securities. For binding orders, the application form must be submitted to the investor's own account holding bank in complete and executed form in due time to allow the investor's own account holding bank to process and forward the application to ensure that it is in the possession of Danske Bank A/S, no later than 4:00 p.m. (CET) on 20 June 2018.

Reductions of subscriptions

In the event that the total number of Offer Shares applied for in the Offering exceeds the number of Offer Shares, reductions will be made as follows:

• (i) With respect to applications for amounts of up to and including DKK 300,000, reductions will be made mathematically. However, no individual allocations will be made for less than fifty (50) Offer Shares.
• (ii) With respect to applications for amounts of more than DKK 300,000, individual allocations will be made.

The Board of Directors will allocate the Offer Shares after agreement upon such allocations with Västra Hamnen Corporate Finance. 467,032 Offer Shares will be allocated to the Cornerstone Investors that have issued irrevocable subscription undertakings. 125,898 Offer Shares will be allocated to existing shareholders for conversion of outstanding debt up to a total of DKK 11.5 million, of which signed statements of intent have been collected from holders of DKK 11.2 millon of the outstanding debt.

Subscription undertakings and offset of convertible debt

Shareholder	Offset conv. debt (TDKK)**	New capital (TDKK) Market value	Total (TDKK)	% of maxi mum Offering
LMK Forward AB*	-	10,000	10,000	13.3%
N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen)*	4,207	4,000	8,207	10.9%
A & C Følsgaard Invest A/S*	-	7,500	7,500	10.0%
Kim Ginnerup ApS (Kim Ginnerup)*	1,578	6,000	7,578	10.1%
4AM ApS (Lars Krogsgaard, Board member)*	1,578	6,000	7,578	10.1%
Vækstfonden*	-	7,000	7,000	9.3%
Arve Nilsson*	-	2,000	2,000	2.7%
Others	3,885	-	3,885	5.2%
Total	11,247	42,500	53,747	72%

* Cornerstone investors

** Conversion of outstanding debt concerns funds already paid and thus will not form a part of the cash received from the Offering (i.e. cash proceeds).

Conditions for the completion of the Offering

Completion of the Offering is conditional upon the Offering not being withdrawn. The Offering may be withdrawn by the Company at any time before the announcement of the result of the Offering take place. The Offering may also be withdrawn if Nasdaq First North Denmark is not satisfied that there will be a sufficiently broad distribution of the Shares to investors, if the free float requirement is not fulfilled or if, for other reasons, the Shares cannot be admitted for trading on Nasdaq First North Denmark.

Any withdrawal of the Offering will be announced immediately through Nasdaq First North Denmark.

E.4	Interests and conflict of interests	Västra Hamnen Corporate Finance is financial advisor and Certified Adviser to the Company. Danske Bank acts as issuing agent in connection with the Offering. Nordnet and Avanza Bank acts as Selling Agent in connection with the Offering. Mazanti-Andersen Korsø Jensen is legal advisor to the Company. Västra Hamnen Corporate Finance, Nordnet and Avanza Bank has an agreed in advance compensation for their services in connection with the Offering. Apart herefrom, there is no financial or other relevant interest in the Offering. Existing shareholders and external investors have through irrevocable subscription undertakings and signed statements of intent for conversion of outstanding debt, guaranteed in the Offering to subscribe for 590,619 Offer Shares corresponding to an aggregate subscription amount of DKK 53.7 million. Apart from these investors' interest in the Offering, there are no financial or other interests in the Offering.
E.5	Lock up agreement	No sale of existing shares will be made in the Offering. In connection with the Offering, shareholders holding 97.6 percent of the Shares before the Offering have agreed to enter into lock up agreements obligating the shareholders to not sell, offer for sale, enter into any agreement regarding the sale of, pledge or in any other way directly or indirectly transfer the shares in the Company or other securities exchangeable into shares in the Company or warrants or other options to acquire shares in the Company (together "Company Securities") or to announce the intention to make any such act without the prior written consent of Västra Hamnen Corporate Finance acting as Certified Adviser in the Offering (the "Lock Up Obligation"). Such consent may be granted if deemed reasonable and necessary due to specific matters, e.g. for tax reasons and is not to be unreasonably withheld or delayed by the Certified Adviser. The Lock Up Obligation shall apply from the first day of trading and for a period of i) three months, ii) six months or iii) one year respectively for shareholders holding i) less than 1 percent (108,468 Shares, 4.9% of total Shares), ii) between 1 and 10 percent (920,502 Shares, 41.6% of total Shares), or iii) more than 10 percent (1,128,091 Shares, 51.0% of total Shares) of the existing share capital prior to the Offering.
E.6	Dilution effect	Through the Offering, the number of shares in the Company may increase to a maximum of 3,034,347 shares, corresponding to a dilution of 27 percent.
E.7	Costs charged to investors	Not applicable; no costs will be charged to investors.

Risk factors

An investment in shares is always associated with risk. A number of factors outside ViroGates´ control, alongside a number of factors which affects the Company can influence through its actions, may have a negative impact on the Company's operations, results of operations and financial position, which may imply a reduction in the value of the Company´s shares resulting in that shareholders lose all or parts of their invested capital. Accordingly, when judging ViroGates´ future progress, apart from considering positive progress, it is also important to consider the risks of the Company's operating activities.

It is not possible to describe all the risk factors relevant to the Company in this section. Hence, an overall evaluation must also include other information in this Prospectus, alongside a general evaluation of external factors. The risks and uncertainty factors considered to be potentially significant to ViroGates´ future performance are outlined below. The risks are not indicated in order of importance and are not intended to be comprehensive or complete. Additional risks and uncertainty factors of which ViroGates is currently unaware of may also develop into significant factors influencing the Company's operations and future performance.

OPERATIONAL AND SECTOR-RELATED RISKS

ViroGates is a development company with limited historical revenues

ViroGates finds itself in an initial commercialization phase and has to date generated only limited sales revenues and expects to report a loss over the next few years. Consequently, the Company is dependent on successful development and commercialization efforts to a greater extent than an established company with established sales. If the commercialization of the Company's products is delayed, becomes more expensive or fails, this could have a significant adverse impact on the Company´s operations.

Approval by authorities

ViroGates operations are dependent on the Company's products and method being approved through clinical trials and/or decisions by public authorities. There is a risk that various trials do not have positive outcomes, and that applications for product or sales approval will not be granted. Demands for additional clinical studies, trials or product modification may be necessary to secure approval. Such supplementary procedures may both delay and increase the cost of a new product. In the event that ViroGates encounters problems securing or retaining the permits or approvals it already holds, this may impact ViroGates business, earnings and financial position negatively.

Clinical acceptance

There is a risk that ViroGates´ products and method will not gain clinical acceptance and will thus not be introduced in accordance with national clinical guidelines. If clinical acceptance of the method is not achieved, this will have a considerable negative impact on future sales growth and, consequently, on the Company's business, earnings and financial position.

International sales

ViroGates operations are based on a large proportion of the Company's future sales being generated outside Denmark. International expansion brings uncertainty and imposes considerable demands on organization and resources. The expenses for establishing proprietary local sales companies, if deemed to be the appropriate strategy, are considerable and will have an adverse impact on the Company´s earnings.

Patents, other intellectual property rights and their protection

ViroGates is dependent on its capacity to file and maintain patents to protect other intellectual property and specific knowledge. ViroGates files patent applications and registers brands and trademarks continuously to cover the method and products that the Company develops in selected markets if this is deemed necessary for the Company's future development. There is a risk that current or future patent applications may not result in patents being approved and issued.

There is always a risk that ViroGates' competitors, whether intentionally or not, will infringe the Company's patents. If deemed necessary, the Company will defend its patents and other intangible rights by means of legal proceedings. However, there is a risk that ViroGates may be unable to fully assert its rights in a court case. This could have a considerable negative impact on the Company's business, earnings and financial position.

Furthermore, the sector in which ViroGates operates is characterized by rapid technological development. Consequently, there is always a risk that new technologies and products will be developed that circumvents or replace the Company's present and future patents or other intellectual property rights.

The Company is dependent on ensuring that trade secrets which are not covered by patents or other intellectual property rights can also be protected, including among other things information regarding inventions for which patent applications have not yet been filed. The employees of the Company and its cooperating partners are normally subject to confidentiality undertakings but there is always a risk that someone who has access to information of great value to the Company disseminates or uses the information in a way which renders it impossible for the Company to obtain a patent, or otherwise damages the Company from a competition perspective, which may have a negative effect on the Company's business, earnings and financial position.

ViroGates is exposed to risk in relation to litigation, investigations and other proceedings

Disputes, claims, investigations and proceedings might lead to ViroGates having to pay damages or cease certain practices. ViroGates might become involved in disputes within the framework of its normal business activity and risks being subject to claims in suits concerning patents and licenses or other agreements. In addition, directors, employees or affiliates, might become subject to criminal investigations and proceedings. Such disputes, claims, investigations and proceedings can be time consuming, disrupt normal operations, involve large claim amounts and result in considerable costs. Moreover, it can often be difficult to predict the outcome of complex disputes, claims, investigations and proceedings. As a result, disputes, claims, investigations and proceedings could have a material adverse effect on the Company's business, financial condition and results of operations.

Dependency on subcontractors and distributors

ViroGates is a research and development-intensive company with a limited in-house organization and is therefore highly dependent on collaborations with external partners to conduct its operations. ViroGates is, and will remain, dependent on collaboration with third parties for the manufacture of the Company's products. If one or more of the Company's suppliers were to discontinue its cooperation with ViroGates, or if production disruptions, such as delayed deliveries, delays in automation of the production process for the tests or issues of quality, were to arise, this could cause follow-on problems vis-à-vis ViroGates undertakings towards its customers. Historically, none of the above-mentioned events have occurred, but it can not be excluded that it will not happen in the future. This could damage ViroGates´ reputation, causing losses of customers, impaired gross margins and decreased revenues. Having distribution agreements in place, as ViroGates does for certain markets, for the sale of the Company's products also entails a risk that the distributor does not fulfill its obligations and that the agreement is terminated. Termination of an agreement can lead to an unexpected decline in sales and thus have a negative impact on the Company's business, earnings and financial position. There is also a risk that the Company's products may not gain the necessary focus among the selected distributors to achieve sufficient future sales growth.

Delayed launches

ViroGates continuously works to further develop its product offering and to introduce it to new markets. A possible delay in development and marketing activities or regulatory approvals could also cause a delay in the launch of the Company's current and future products. Consequently, there is a risk that such delays will arise, which could have negative consequences for ViroGates´ future business, earnings and financial position.

Permits and legislation

Because ViroGates´ research and development, production and marketing are subject to constant review by authorities, there is a risk that the Company's current permits may not be renewed on the same terms as previously. There is also a risk that such permits may be revoked or limited. Changes to legislation, insurance systems or permit rules, problems discovered with a product or at a manufacturer can thus negatively impact ViroGates´ business, earnings and financial position.

New methods

Considerable resources are currently being assigned to finding new methods within testing for immune activation. Although research in ViroGates´ area of application has been in progress for several years and significant clinical documentation in this area has been accumulated, it is possible that new methods could appear that might compete with the Company's method for testing for immune activation. This would adversely affect ViroGates´ business, earnings and financial position.

Dependency on key individuals

ViroGates is to a large extent dependent on the CEO, Jakob Knudsen, as well as the founder and CSO, Jesper Eugen-Olsen. The possible loss of any of these individuals could lead to the development or commercialization of the Company's products being delayed or diminished. The Company's capacity to retain and recruit qualified employees is important in safeguarding the level of competence within ViroGates. ViroGates has entered into employment agreements with key individuals on what it considers to be market terms. Nonetheless, there is a risk that the Company will not be able to retain these key individuals and the loss of any of them could have a negative impact on the Company's business, earnings and financial position.

Competition

There are competitors within the Company's area of operations for the testing of immune system activation and there is a risk that new companies are set up with greater capital and skills. Increased competition could contribute to lower prices and, consequently, a weaker margin for ViroGates. This could adversely affect ViroGates´ business, earnings and financial position.

Product liability and insurance coverage

ViroGates´ operations involve trials, marketing and sales of medical technology products, which means that ViroGates risks having to remedy, compensate, recall or buy back products that fail to work as intended. There is a risk that the Company, as the legal manufacturer, could be held liable if a product was to cause personal injury or damage to property. To counteract this risk, ViroGates holds product liability insurance that, in the Company's view, provides adequate insurance against current product liability risks. New product liability insurance policies are secured on an ongoing basis to the extent deemed necessary. Despite this, there is a risk that the Company's current or future insurance cover may not be sufficient for potential product liability claims that may arise. Consequently, there is a risk that such claims may impact ViroGates´ business, earnings and financial position negatively. It could also prove to be the case that the Company has otherwise lacked sufficiently comprehensive insurance and may not be fully insured against all risks, which could have a negative impact on ViroGates´ business, earnings and financial position.

Political risks

The Company's research and development activities are initiated and coordinated from Denmark. Activities, however, take place in different countries thereby using collaboration partners eventually intended to generate global sales of medical technology products. Risks may arise as a result of changes in legislation, taxation, customs and excise duties, exchange rates and other conditions applying to companies active on international markets. The Company will also be affected by factors relating to political and economic uncertainty in these countries. The aforementioned factors could have negative consequences for the Company's business, earnings and financial position.

FINANCIAL RISKS

Currency risk

Currency risk may affect the Company's equity and earnings through fluctuations in exchange rates. Currency exposures occur in connection with payment flows in currencies other than the Company's functional currency, i.e. Danish kroner. Currently, the Company´s currency exposure relates primarily to the euro. Exchange rate fluctuations in the currencies concerned could therefore have an impact on the Company's earnings capacity, earnings and financial position.

Credit risks

When ViroGates sells its products to customers, it incurs a risk of payment not being made. Although the Company has guidelines to ensure that sales are made to customers with a suitable credit history, the Company's credit risks may have a negative impact on the Company's business, earnings and financial position.

Liquidity risks

Liquidity risk refers to the risk that ViroGates, due to shortage of funds, will be unable to meet its financial commitments or will be less able to conduct its business efficiently. Viro-Gates´ liquidity is affected by factors including payment terms on credit provided to customers and on credit received from suppliers. There is a risk that, due to events as yet unknown, the Company may experience a shortage of funds that, in turn, could have a negative impact on the Company's business, earnings and financial position.

Cyclical factors

External factors such as supply and demand, cyclical upswings and downturns, inflation and interest rate fluctuations may have an impact on revenues and operating expenses. Due to ViroGates´ international business, expenses and future revenue may be adversely affected by such factors, which lie outside the Company's control and may consequently have a negative effect on the Company's operations and profitability.

Risks associated with future earnings capacity

Primarily due to the significant development and marketing costs initially required by its products, the Company has reported losses since its inception. ViroGates´future growth and profitability, including its possibility to achieve the financial objectives described in the section "Company overview – Long Term Financial objective", is, inter alia, dependent on the users of the Company's product for testing immune activation. There is a risk that the Company's method may not penetrate new markets to a sufficient extent for the Company to be able to achieve future profitability.

Risks associated with future capital needs

Although the process to raise capital implemented in early 2018 through the issuing of a convertible loan of DKK 11 million, strengthened ViroGates´ financial position considerably, there is a risk that the Company will need additional financing in the future. Access to additional financing is affected by several factors including market terms, the general availability of credit, as well as ViroGates´creditworthiness and credit capacity. Disruptions and uncertainty in the credit and capital markets can further limit access to additional capital. There is also a risk that the Company in the future may not have sufficient income or positive cash flow to maintain its operations.

Tax risk

ViroGates conducts business in several countries and, to the knowledge of the Board, the operations both in Denmark and abroad comply with current tax legislation. However, there is a risk that the Company's interpretation of such tax regulations is incorrect or that the legislation will be changed, possibly retroactively. The Company's previous or current tax situation may therefore change as a consequence of decisions by Danish or foreign tax authorities and this may have a negative impact on the Company's business, earnings and financial position.

The Company has accumulated tax losses from previous fiscal years. The Company´s ability to use the deficits may be limited, in whole or in part, by changes in ownership entailing changes in the decisive control of ViroGates. There is also a risk that the Danish Tax Agency may reassess previous years' tax returns with the result that the deficits are reduced. Such reassessment may be announced within six years of the end of the calendar year in which the tax year expired. The opportunities to use the deficits may also be affected by changes in legislation or legal practice.

The Company has not recognized any deferred tax assets on account of the deficits. It should be noted, however, that the Company could find itself in a tax-paying position earlier than expected if the possibility of using the deficits is limited.

RISKS RELATING TO THE OFFERING AND THE SHARES

Share price development

An investment in securities is always associated with risks and risk-taking. Due to share price fluctuations it is not certain that shareholders can get a positive return on their invested capital. Prior to the Offering, there is no public market for the Company´s Shares. There is a risk that an active and liquid market will not develop or, if such a development takes place, it will not last after the Offering is carried out. This can sometimes mean that the shares are not traded daily, and that the difference between bid and ask prices can be high. In the case of 'liquidity stress', this can cause difficulties for the shareholders of Viro-Gates to change their holdings. The price per Offer Share in the Offering is determined by the Board of Directors. This price does not necessarily reflect the price that investors in the market are willing to buy and sell the Offer Shares for after the Offering. An investment in ViroGates´ shares should be preceded by a careful analysis of the Company, its competitors and the business environment, general information about the industry, the general economic situation and other relevant information.

Marketplace

The Shares are to be admitted to trading on Nasdaq First North Denmark with an anticipated first day of trading on 26 June, 2018. Nasdaq First North is a multilateral trading facility, owned by Nasdaq. It does not have the same legal status as a regulated market. Companies on Nasdaq First North are regulated by a specific regulatory framework and do not have the same legal requirements for trading as on a regulated market. The Market Abuse Regulation, MAR, applies, however, on both regulated markets as well as MTF platforms (Nasdaq First North). An investment in a company traded on Nasdaq First North is riskier than an investment in a publicly listed company at a regulated market and an investor could lose part or all of its investment.

Future dividend

Any future dividends, and the amount of such, are dependent on, among other things, the Company's future earnings, financial condition, working capital requirements and liquidity. Dividends are decided by the Annual General Meeting following a proposal from the Board of Directors. There is a risk that Viro-Gates in the future will not distribute dividends.

Owners with significant influence

The Main Owners will together hold 78.8 percent of the share capital and voting rights before the Offering. Even after the Offering, these owners will hold significant shareholdings in the Company. Consequently, these owners, if they act in concert, can exercise a significant influence in matters that are subject to approval by the shareholders of the Company. These shareholders' interests can fully or partially differ from other shareholders´ interests.

Existing shareholders selling may affect the price

The price of ViroGates´ Shares may drop if there is extensive sale of Shares in the Company, especially sales made by the Company's directors, executives or major shareholders, or when a larger number of shares are sold. Sales of large amounts of Shares by the Main Owners, or the perception that such sales could occur, could lead to a drop in price for the Share. The Main Owners are committed to, with certain exceptions, and six months (Main Owners with shareholdings between 1 and 10 percent) or one year (Main Owners with shareholdings of more than 10 percent, 'Lock Up') from the first day of trading, not to sell their Shares or otherwise enter into transactions with similar effect. Although the Lock Up obligations restricting the opportunity for shareholders who are subject to such Lock Up to sell their Shares, Västra Hamnen Corporate Finance may decide to lift the restrictions during this period. Such consent may be granted if deemed reasonable and necessary due to specific matters, e.g. for tax reasons and is not to be unreasonably withheld or delayed by the Certified Adviser. After the applicable Lock Up period has expired, the shareholders affected by the Lock Up agreement will be permitted to sell their Shares in ViroGates. Sales of large number of Viro-Gates´ Shares by the Main Owners after the end of the Lock Up period, or the perception that such sales will occur, could result in a significant decrease in the price of the Shares.

Background and reasons

BACKGROUND

ViroGates A/S is a Danish incorporated life science company that is conducting its operations within the In-vitro (analysis of blood samples) diagnostics area. ViroGates was founded by Dr. Jesper Eugen-Olsen along with Dr. Jørgen Thorball and Mr. Peter Benson who initially saw the potential in the biomarker research that Dr. Eugen-Olsen was conducting.

ViroGates is specifically measuring the amount of a particular protein in blood called suPAR1 . The Company´s products are based on research that dates back to the late 1990's. The Company has continuously created patents related to clinical properties related to the effects of measuring suPAR. During the course of the years, ViroGates has learned that suPAR is a protein expressed when inflammation is present in the body. Since inflammation is one of the fundamental mechanisms for the body to react to a latent or manifest stage of disease, this information can be used to assess the risk status of individuals.

Since the foundation in 2001, ViroGates has invested in building a product portfolio and establishing clinical evidence to document the value of ascertaining the suPAR level. This is evidenced by the more than 300,000 blood samples that have been analyzed using ViroGates´ initial product offerings (the ELISA products) and also the more than 500 scientific articles that have been published based on research conducted worldwide using ViroGates´ products.

During the initial years of the Company, much attention was devoted to solving problems associated with the pandemic infections related to HIV and AIDS. ViroGates went on to conduct research into pneumonia and other infectious diseases, as well as to the most serious infections such as sepsis. In recent years the clinical studies related to suPAR have risen exponentially, and have shown that suPAR is elevated whenever inflammation is occuring.

Most recently this has led to studies in the Acute Care field where patients often come from an unknown background, and may potentially be suffering from several chronic diseases that may affect or have an impact on the treatment of the acute disease for which they are treated or for the medical advice rendered generally.

ViroGates products, suPARnostic®, can assist physicians in determining which patients to admit for further care and which patients to discharge.

ViroGates is also working to broaden the use of suPARnostic® beyond that of the Acute Care functions by introducing suPARnostic® to the GP sector.

Further on and with the increased desire to take charge of one's own health, ViroGates' products has the potential to be valuable to healthy individuals with a desire to monitor their own health status on a general basis. The reason why suPARnostic® can be a useful tool in this respect is the ability to pick up on low grade inflammation before the inflammation actually manifests itself in real disease symptoms. This way the health-conscious individual will be able to alter lifestyle to accommodate the risk status of that particular individual. Recent clinical research has shown that changes in lifestyle such as smoke cessation, healthier diets, exercise etc. actually affects the suPAR level and hence the individual has a tangible way of measuring the effect of a change in lifestyle which may encourage further improvement and focus.

Additionally, ViroGates´ intends to introduce suPARnostic® in the Post Acute Care market in order to seek to reduce the number of patients that are discharged only to be readmitted within a short time period thereafter.

¹ Abbreviation for soluble urokinase Plasminogen Activator Receptor

REASON FOR THE OFFERING

ViroGates has come to a point where clinical data from large relevant studies have been conducted successfully.

The product portfolio has been complemented with clinically relevant products, and the product portfolio is now considered adequate to meet the needs of hospitals.

Following successful implementation trials at numerous hospitals in different countries the Company is now prepared to initiate a full commercial launch of its products.

Use of proceeds

The use of proceeds from the Offering will be allocated as follows:

• 60-70% will be used for commercial execution, i.e. building a sales organization in the European markets where regulatory approval has been established for the suPARnostic® products. Commercial efforts will also be directed towards building partnering competencies in the US market to work in a close manner with integrated health plans (typically operating both the health insurance market and private hospitals). In selected markets where distribution partners are operating, resources will be spent to educate and monitor the business performance of such partners
• 10-20% will be used to secure necessary product development. While ViroGates expects to launch the suPARnostic® Turbilatex product in Q3 2018, this will initially be available for the Roche Cobas Platform, but the underlying assay can be adapted to any turbidimetric platform. Hence, further development resources at the Company´s development lab will be spent to secure the migration to platforms from other leading producers, such as the Architect platform from Abbott, the Centaur Platforms from Siemens, the Vidas from BioMérieux etc. Furthermore, ViroGates will seek to develop the suPARnostic® Quick Triage product such that it will be able to run full blood samples from a finger prick.
• 5-10% will be used to generate additional clinical documentation in the form of interventional data from studies securing even more precise algorithms for the use of suPARnostic® products. It is important to note that additional clinical evidence and documentation will also arise from sales of products to the research community as well as generation of clinical data from clinical use with customers.
• 5-10% will be used to secure the global coverage of the most recently filed patent on the use of suPARnostic® in the Emergency Department area. The most expensive part of the process is ahead when the Company seeks national granting of the patents.

In other respects, reference is made to the full particulars of the Prospectus, which has been prepared by the Board of Directors of Viro-Gates in connection with the admission to trading of ViroGates´ Shares on Nasdaq First North Denmark and the Offering made in connection with the admission.

The Board of Directors of ViroGates is responsible for the contents of the Prospectus. It is hereby assured that all reasonable precautionary measures have been taken to ensure that the information contained in the Prospectus, as far as the Board of Directors is aware, corresponds to the facts and that nothing has been omitted that would affect its correctness.

Birkerød, 4 June, 2018 ViroGates A/S

Board of Directors

Dr. Lars Kongsbak (Chairman)1

Lars Krogsgaard2 Dr. Jørgen Thorball MD3 Bernd Peter Uder4

1 President and CEO of Samplix A/S

2 Private investor and member of the Board of several companies 3 Managing partner of XOventure GmbH, and co-founder of ViroGates

4 Managing Director of Uder Corporation

Letter from the CEO

ViroGates and its suPARnostic® products can provide savings of billions of euros annually to healthcare systems. We do so by helping the hospitals to get the right patients admitted to hospital and the patients that do not require Acute Care to be handled in a better way, either via elective appointments at the ward or in the primary or secondary care functions.

The challenged healthcare systems

One of the primary challenges in health care systems today is that costs are rising at an unsustainable pace.

In the US each inhabitant pays more than 10,000 USD for healthcare per year today. If we as a society want to maintain and improve our health systems and be able to afford new drugs and more expensive treatments we need to rethink how we do things.

Our commitment to help

Getting the right patients admitted to hospital care, while at the same time also discharging the patients that are not in need of urgent care is a better solution for the healthcare systems and the patients alike, since patients that are not acutely in need of care, can get the right care with less risk of getting hospital acquired infections etc. from staying in the hospital. At the same time the hospitals can provide better care to others if they only need to concentrate on the patients that need urgent care.

Our products also serve to bridge the gap between patients who sometimes due to culture or language barriers cannot clearly communicate accurate symptoms to the physicians. suPARnostic® is a highly objective tool that allows the physician an objective view of the patient and thus assures that important underlying disease is not overlooked.

The solutions we have created

ViroGates is by now ready for growth having completed clinical trials within a range of different disease areas such as infectious diseases, organ failure, cardiac diseases, cancer, diabetes etc.

We have recently also conducted very large clinical trials – including the largest biomarker based interventional trial in Acute Care ever conducted with participation of more than 16,000 patients. We are extremely proud of our collaborations in this field with leading scientists and doctors worldwide.

The preparations have also included improved product offerings that ensure that Acute Care departments and hospital labs can more effectively obtain results from the suPARnostic® products. The most recent addition to our product portfolio, the suPARnostic® Quick Triage, provides results in just 20 minutes. Furthermore, we expect, in Q3 2018, to launch a new product suPARnostic® Turbilatex that will allow completely hands-off handling of the blood samples in the central laboratories of the hospitals. This will make it even more attractive for hospitals to use suPARnostic® since they will get results in connection with other blood analyses and can make fast decisions with respect to admission or discharge of the patients.

Creating an even bigger future for our products

We do not stop at the hospital. We envision a future where the suPARnostic® products make an even bigger difference for individuals worldwide. We believe that the knowledge created by using our products can guide individuals to an improved quality of life, especially in a world that challenges us in terms of the development of lifestyle related chronic diseases.

Unlike some of the advanced genetic tests that are getting more and more popular, our products are not a static picture of the risk of an individual, but rather a parameter that will change for the better if the individual improves his or her lifestyle.

We have seen an ability to predict the risk of chronic diseases such as cancer, cardiac diseases and type-2 diabetes on a 10-year horizon in one of our studies. We have conducted clinical studies that show that smoke cessation, healthier diets etc. actually improves the life-expectancy of the individual and we believe that this knowledge can help individuals to stay moti-

vated to lead a healthier life.

This will in turn also help society since some of the chronic diseases can be avoided by early intervention, so the total perspective for this is significant. We believe that informed individuals will drive demand for such knowledge about the health status. We see this trend both in terms of wearables, fitness apps etc. Furthermore, trend leading markets such as the US has an explosive increase in retail health clinics from about 250 some ten years ago to more than 2000 today. This increase seem to show the willingness to know more among the retail customers.

Our strengths

To our knowledge our products are the strongest prognostic immune status prediction tools on the market and we have not seen data from products that are as efficient in prediction of the immediate future status of health in a broad perspective.

Our goals

We have started our commercial journey in the European market, and have already achieved to engage with 10 hospitals in Spain, 5 in Romania, 3 in Serbia and 1 in Austria who are all using suPARnostic® Quick Triage to determine how the products can help in the everyday handling of patients.

Our objective is for the business to be cash flow positive by the end of 2020 and at this point have 40 hospitals as paying customers.

We intend to report to the market on the progression of setting up new clinical accounts on a quarterly basis.

Given the projected launch of our suPARnostic® Turbilatex product in Q3 2018 we will have a diversified ranging product portfolio which includes the necessary product and clinical documentation to start the regulatory work with the US FDA.

How can we create this together?

We hope you will participate on this journey towards better possibilities for society and human health and make our products available to more people around the world.

Jakob Knudsen Chief Executive Officer ViroGates A/S

Terms and instructions

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The Offer Period commences:	7 June 2018
The Offer Period closes:	20 June 2018 at 4:00 p.m. (CET)
Announcement of result of the	21 June 2018 before
Offering	12:00 a.m. (CET)
Completion of the Offering, in cluding settlement of the Offer Shares and registration of new shares in the Danish Business Authority	25 June 2018
First day of trading of the Shares on Nasdaq First North Denmark under the permanent ISIN conditional upon final completion	26 June 2018
Merge of temporary ISIN with permanent ISIN in VP Securi ties A/S	27 June 2018

The above timetable is subject to change. Any changes will be announced via Nasdaq First North Denmark. Until the publication by the Company of the result of the Offering, expected on 21 June 2018, the admission of the Shares to trading on Nasdaq First North Denmark will remain conditional under the condition that the distribution- and free float requirements for the Company's shares are met by the first day of trading, at the latest.

TERMS OF THE OFFERING

The Offering consists of (i) a public offering to retail and institutional investors in Denmark and Sweden and (ii) private placements to institutional investors in the rest of the world in compliance with Regulation S.

The Company is offering a minimum of 659,341 and a maximum of 824,175 nominal DKK 1 Offer Shares, corresponding to subscription amounts of DKK 60 million to DKK 75 million.

Furthermore, the Company has received irrevocable subscription undertakings from the Cornerstone Investors to subscribe Offer Shares at the Offer Price for a total of DKK 42.5 million. In addition, existing shareholders have signed statements of intent for conversion of outstanding debt for a total of DKK 11,2 million. The conversion of debt, which was raised in Q1 2018, concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds). The subscription undertakings and conversion of outstanding debt amounts to a total of DKK 53,7 million, corresponding to 72 percent of the Offer Shares.

OFFER PERIOD

The Offer Period commences on 7 June 2018 and closes 20 June 2018 at 4:00 p.m. (CET).

SUBMISSION OF APPLICATIONS TO SUBSCRIBE

Applications to subscribe for Offer Shares in the Offering should be made by submitting the application form enclosed in the Prospectus to the investor's own account holding bank during the Offer Period. Applications are binding and cannot be altered or cancelled.

Applications should be made for a number of Offer Shares or for an aggregate amount rounded to the nearest Danish krone amount. Only one application will be accepted from each account in VP Securities. For binding orders, the application form must be submitted to the investor's own account holding bank in complete and executed form in due time to allow the investor's own account holding bank to process and forward the application to ensure that it is in the possession of Danske Bank A/S, no later than 4:00 p.m. (CET) on 20 June 2018.

REDUCTIONS OF SUBSCRIPTIONS

In the event that the total number of Offer Shares applied for in the Offering exceeds the number of Offer Shares, reductions will be made as follows:

• (i) With respect to applications for amounts of up to and including DKK 300,000, reductions will be made mathematically. However, no individual allocations will be made for less than fifty (50) Offer Shares.
• (ii) With respect to applications for amounts of more than DKK 300,000, individual allocations will be made.

The Board of Directors will allocate the Offer Shares after agreement upon such allocations with Västra Hamnen Corporate Finance. 467,032 Offer Shares will be allocated to the Cornerstone Investors that have issued irrevocable subscription undertakings for a total of DKK 42.5 million. 125,898 Offer Shares will be allocated to existing shareholders for conversion of outstanding debt up to a total of DKK 11.5 million, of which signed statements of intent have been collected from holders of DKK 11.2 millon of the outstanding debt. (see p. 79 "Subscription undertakings and offset of convertible debentures" for full list).

Following the expiration of the Offer Period, investors will receive a statement indicating the number of Offer Shares allocated, if any, unless otherwise agreed between the investor and the relevant account holding bank.

Orders may not result in an allocation of Offer Shares.

If the total applications in the Offering exceed the number of Offer Shares, a reduction will be made. In such event, Västra Hamnen Corporate Finance reserves the right to require documentation to verify that each application relates to a single account in VP Securities. Further, Västra Hamnen Corporate Finance reserves the right to require documentation to verify the authenticity of all orders, to demand the name of each investor, to pass on such information to the Company and to make individual allocations if there are several orders that are determined to have originated from the same investor.

ADMISSION TO TRADING

The Board of Directors of ViroGates has applied for admission to trading of the Company´s shares on Nasdaq First North Denmark. First day of trading is planned at 26 June 2018, under the condition that the distribution- and free float requirements for the Company's shares are met by the first day of trading, at the latest. The Shares will be traded under the ticker VIRO and with the ISIN DK0061030574.

MINIMUM AND/OR MAXIMUM APPLICATIONS

The minimum subscription is fifty (50) Offer Shares. No maximum subscription applies to the Offering. However, the number of shares is limited to the number of Offer Shares in the Offering.

WITHDRAWAL OF THE OFFERING

Completion of the Offering is conditional upon the Offering not being withdrawn. The Offering may be withdrawn by the Company at any time before the announcement of the result of the Offering take place. The Offering may also be withdrawn if Nasdaq First North Denmark is not satisfied that there will be a sufficiently broad distribution of the Shares to investors or if, for other reasons, the Shares cannot be admitted for trading on Nasdaq First North Denmark.

Any withdrawal of the Offering will be announced immediately through Nasdaq First North Denmark.

INVESTOR'S WITHDRAWAL RIGHTS

In the event that the Company is required to publish a supplement to this Prospectus, between the date of publication of this Prospectus and the close of the Offer Period at 4:00 p.m. (CET) on 20 June 2018, investors who have submitted orders to subscribe Offer Shares in the Offering shall have two trading days following the publication of the relevant supplement within which the investors can withdraw their offer to subscribe Offer Shares in the Offering in its entirety. The right to withdraw an application to subscribe Offer Shares in the Offering in these circumstances will be available to all investors in the Offering provided the obligation to publish a supplement to this Prospectus was triggered before completion of the Offering and provided no Offer Shares have been delivered.

SELLING AGENTS

Nordnet and Avanza Bank have been engaged as Selling Agents in connection with the Offering. Those who have custodian accounts at Nordnet in Denmark or Sweden may apply via Nordnet´s Internet service on which the Offering will be available at Nordnet´s Danish and Swedish websites. Those who have custodian accounts at Avanza Bank in Sweden may apply via Avanza Bank´s Internet service on which the Offering will be available.

PAYMENT AND REGISTRATION OF THE OFFER SHARES

The Offer Shares will be registered in book-entry form electronically with VP Securities, Weidekampsgade 14, 2300 Copenhagen S, Denmark. All Shares are registered on accounts with account holding banks in VP Securities. Investors that are not residents of Denmark may use a Danish bank directly or their own bank's correspondent Danish bank as their account holding bank or arrange for registration and settlement through Clearstream, 42 Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg, or Euroclear, 1, Boulevard du Roi Albert II, B-1210 Brussels, Belgium.

Settlement is expected to take place two business days after the announcement of the allocation, and is expected to be on 25 June 2018. The account holding bank will normally send a statement to the name and address registered in VP Securities showing the number of Offer Shares subscribed by the investor unless otherwise agreed between the investor and the relevant account holding bank. This statement also constitutes evidence of the investor's shareholding.

The Offer Shares are expected to be delivered in book entry form through the facilities of VP Securities on or around 25 June 2018 against payment in immediately available funds in Danish kroner. All dealings in the Offer Shares prior to settlement will be for the account of and at the sole risk of the parties involved.

Investors will not receive specific allocation information from the Company.

No trading will begin before notification of allotment has been provided.

PUBLICATION OF THE RESULT OF THE OFFERING

The result of the Offering will be announced through Nasdaq First North Denmark on 21 June 2018.

PRE-ALLOTMENT INFORMATION

Upon completion of the Offering, and if the Offering is fully subscribed, the Company's share capital will be DKK 3,034,347, divided into 3,034,347 Shares with a nominal value of DKK 1 each.

PRICING

The Offer Price has been decided by the Board of Directors in consultation with Västra Hamnen Corporate Finance to DKK 91 per nominal DKK 1 Offer Share.

The valuation of the Company is based on the potential of the Company´s business plan (DCF) and the patent portfolio related to the Company´s suPARnostic® products. Furthermore, the valuation is based on a comparative valuation based on a number of peers within the medtech-industry with similar business models as ViroGates. Importantly, a major decision point has been the interest from a number of institutional investors that has been given the opportunity to evaluate the Offering before the Offer Price was determined.

Considering the subscription undertakings made by the Cornerstone Investors of DKK 42.5 million, the Offer Price is deemed to be according to market terms. Brokerage commission will not be charged.

No action has been or will be taken in any jurisdiction other than Denmark and Sweden that would permit a public offering of the Offer Shares, or the possession, circulation or distribution of this Prospectus or any other material relating to the Company or the Offer Shares, in any jurisdiction where action for that purpose is required. Accordingly, the Offer Shares may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisements in connection with the Offer Shares may be distributed or published, in or from any country or jurisdiction, except in compliance with any applicable rules and regulations of such country or jurisdiction.

LOCK UP

See section "Legal considerations and supplementary information" – "Lock Up Agreement".

JURISDICTIONS IN WHICH THE OFFERING WILL BE AN-NOUNCED AND RESTRICTIONS APPLICABLE TO THE OFFERING

No action has been or will be taken in Denmark or in any country or jurisdiction by the Company that would or is intended to permit a public offering of the Shares or the possession, circulation or distribution of this Prospectus or any other offering material relating to the Company or the Offer Shares offered hereby in any jurisdiction where action for any such purpose may be required. Accordingly, the Offer Shares may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other material or advertisements made public in connection with the Offering may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

United States

The Offer Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is a criminal offense in the United States.

The Offer Shares have not been and will not be registered under the U.S. Securities Act and are being: (i) sold in the United States only pursuant to an available exemption from, or a transaction not subject to, the registration requirements under the U.S. Securities Act; and (ii) offered and sold outside the United States in compliance with Regulation S.]

European Economic Area restrictions

In any member state of the European Economic Area (the "EEA") other than Denmark and Sweden (each a "Relevant Member State"), this Prospectus is only addressed to, and is only directed at, investors in that Relevant Member State who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such Relevant Member State.

This Prospectus has been prepared on the basis that all offers of Offer Shares, other than the offer contemplated in Denmark and Sweden, will be made pursuant to an exemption under the Prospectus Directive, as implemented in the Relevant Member States, from the requirement to produce a prospectus for offers of Offer Shares. Accordingly any person making or intending to make any offer within the EEA of Offer Shares which is the subject of the placement contemplated in this Prospectus should only do so in circumstances in which no obligation arises for the Company to produce a prospectus for such offer. The Company has not authorised, nor does the Company authorise, the making of any offer of Offer Shares through any financial intermediary, other than offers made by Managers which constitute the final placement of Offer Shares contemplated in this Prospectus.

The Offer Shares have not been, and will not be, offered to the public in any Relevant Member State, excluding Denmark and Sweden. Notwithstanding the foregoing, an offering of the Offer Shares may be made in a Relevant Member State: (i) to any qualified investor as defined in the Prospectus Directive; (ii) by Västra Hamnen Corporate Finance to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive subject to obtaining the prior consent of Västra Hamnen Corporate Finance; (iii) to investors who acquire securities for a total consideration of at least EUR 100,000 per investor, for each separate offer; (iv) if the denomination per unit amounts to at least EUR 100,000; or (v) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Offer Shares shall result in a requirement for the publication by the Company, of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Offering and the Offer Shares so as to enable an investor to decide to subscribe Offer Shares, as that definition may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression "Prospectus Directive" means Directive 2003/71/ EC (and amendments thereto, including the Amending Directive 2010/73/EU), and includes any relevant implementing measures in the Relevant Member State.

United Kingdom restrictions

Offers of the Offer Shares pursuant to the Offering are only being made to persons in the United Kingdom who are "qualified investors" or otherwise in circumstances which do not require publication by the Company of a prospectus pursuant to section 85(1) of the U.K. Financial Services and Markets Act 2000.

This Prospectus is only being distributed to, and is only directed at, and any investment or investment activity to which the Prospectus relates is available only to, and will be engaged in only with persons who are investment professionals falling within Article 19(5) or falling within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations, etc."), of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or other persons to whom such investment or investment activity may lawfully be made available (together, "Relevant Persons"). Persons who are not Relevant Persons should not take any action on the basis of the Prospectus and should not act or rely on it.

Industry overview

The healthcare market in general, and the Acute Care market in particular, is burdened by increasing costs for hospitalization of patients. There is a need to improve the selection of patients for admission or discharge.

There is no single effective way to decide whether a patient should be admitted to care or sent home. ViroGates´ products enables and assists physicians to make clinically justified decisions when determining whether a patient should be admitted or discharged from the hospital.

Worldwide, countries are experiencing an ageing of their populations, a trend that is projected to continue until at least the middle of the twenty-first century according to the WHO. The growing number of elderly patients has implications, both on an individual and societal level.

On the individual level, earlier diagnosis or prevention of diseases are key elements to sustain a good life quality. The increasing number of elderly patients with multiple diseases will increase the pressure on the Acute Care system in particular and the hospital systems in general. Overcrowding in Acute Care departments is a global problem and has been identified as a national crisis in some countries.

Acute Care Department overcrowding – a worldwide phenomenon

Studies estimate that in the US, the biggest threat to the viability of the US Acute Care system is reported to be Acute Care (sometimes referred to as Emergency Department "ED") overcrowding. This is in part due to the fact that Acute Care departments in the US, by law, are not allowed to refuse treatment of uninsured patients and hence many uninsured patients show up in the Acute Care department and request treatment instead of going to a private physician in the first instance.

According to a 2002 national US survey, more than 90% of large hospitals report EDs operating "at" or "over" capacity.1 Overcrowding increases the length of stay of patients, increases risk for in-hospital acquired infections, increases risk of medical errors and causes overall poor hospital/societal economics.

The cost per hospital bed varies tremendously worldwide but even within the US it ranges from approximately USD 500 to USD 3,300 and for intensive care beds cost is even higher. The problem is also recognized in Denmark and other countries in the EU, where overcrowding has been shown to result in increased mortality.

To improve flow and reduce overcrowding in the Acute Care departments, there is a great need for better identification of patients at low risk of serious illness or death. By classifying these patients as non-urgent or suitable for discharge the flow in the Acute Care departments will improve. Reduced length of stay and number of patients at Acute Care departments, would lead to lesser overcrowding, better utilization of resources, improved patient outcomes, and savings in the healthcare system.

¹ Lewin Group (for the American Hospital Association). Emergency department overload: a growing crisis. The results of the American Hospital Association Survey of Emergency Department (ED) and Hospital Capacity. Falls Church, VA: American Hospital Association, 2002.

THE IVD MARKET

ViroGates is operating in the in vitro diagnostics (IVD) market that is currently estimated at a total value of USD 74 billion and expected to reach USD 102 billion in 2022, corresponding to compound annual growth rates of approximately 7%. North America is currently the largest market, but the Asian Pacific market is expected to show the strongest growth the coming five years, due to rising incomes, growing healthcare budgets and increasing health awareness.2

ViroGates is active in the two largest sub segments of the IVD market, Point of Care (30%) and Immunoassay (22%).3

The IVD market encompasses the examination of specimens such as blood, urine or tissue with the goal of obtaining a diagnosis from assays. Tests are considered medical devices and are regulated by the national/regional medical bodies such as national medicines agencies, FDA (US) and EMA (EU).

Players in the IVD market comprise both instrument suppliers and content suppliers. Many players, including ViroGates, supply both instruments and content (tests). The dominant industrial players in the market are Roche Diagnostics (29%), Danaher (incl. Beckmann Coulter, 17%), Siemens (13%) and Abbott Labs (12%)4 .

The Acute Care market

One of the large use areas of IVD tests are within the Acute Care at the EDs. Physicians in the EDs are faced with having to make decisions as to admit patients into the hospital or to discharge based on physiological scores and various types of IVD tests. These tests, however, constitutes incomplete information for the physicians. Add to that physicians that are manning the ED, especially outside normal working hours, are often junior physicians with little practical experience on assessing the severity of patients, which increases the need for supportive tools to discharge or admit patients.

Source: BCC Research, The global in vitro diagnostics (IVD) market should reach \$102.4 billion by 2022 from \$74.1 billion in 2017 at a compound annual growth rate (CAGR) of 6.7%, from 2017 to 2022, 2017

Commonly used measures in the Acute Care Department

In the Acute Care area physiological measures such as DEPT, ADAPT, APACHE II, (Q)SOFA, SAPS, NEWS and others are used. However, some of these are time consuming and may at times not give the physicians an objective tool to discharge the patients. Therefore, the physiological tests are usually followed by IVD tests, which most often have diagnostic properties but do not assess the overall disease severity of the patient and hence, cannot guide the decision as to whether to admit or discharge. The most commonly used biomarkers include C-reactive protein (CRP), white blood cell count and other diagnostic tests such as Procalcitonin (PCT). In general, procedures vary between markets and even within local hospitals.

² BCC Research, The global in vitro diagnostics (IVD) market should reach \$102.4 billion by 2022 from \$74.1 billion in 2017 at a compound annual growth rate (CAGR) of 6.7%, from 2017 to 2022, 2017

³ ibid

⁴ Ensuring innovation in diagnostics for bacterial infection: Implications for policy, Observatory Studies Series, No. 44. Morel C, McClure L, Edwards S, et al., editors. Copenhagen (Denmark): European Observatory on Health Systems and Policies; 2016.

Estimated market potential for tests assessing severity of medical patients within Acute- and Post Acute testing

* Assumptions

Unit price Acute Care: Europe, NA €20 and RoW €10 - 1 test per patient Unit price Post Acute Care: Europe, US and RoW €10 - 3 tests per patient

Estimated market potential for tests assessing severity of medical patients within Acute Care

The market for assessing severity of medical patients when first admitted to the hospital, either directly or via general practitioners, comprises many patients annually. Data from the US and UK suggests that approximately 25-40% of the entire population visit the emergency room annually. Approximately 1/3 of patients are injury related patients. For the remaining medical patients it would in principle be relevant to test all, however approximately 1/3 are assumed to be trivial patients that are easy to triage with no need to conduct medical scores or biomarkers.

Acute Care statistics

	Spain	Denmark	UK	Germany	US
Total popula tion (M)	46.4	5.7	64.1	80.6	325.7
No of hospitals	787	65	2,205	2,017	4,915
No of beds	158 ,700	16,316	137,000	501,000	-
No of annual visits to Acute Care (M)	27	1.3	-	21	136

Source: Company data

The Company estimates, based on patient flow from selected hospitals, that the patient potential for the Company´s products is approximately 2.5% of the general population/uptake area population per year. With a pricing of EUR 20 per test conducted in Europe and North America (NA) and EUR 10 per test for the rest of the world (RoW), the total estimated market potential for suPAR testing globally in Acute Care amounts to in the excess of EUR 1 billion annually.

Post Acute Care market segment

The Post Acute Care market segment represents an immediate follow up to the Acute Care market since many patients will have a need for rehabilitation following a stay in the hospital. In this part of the hospital system it is important to know whether patients can be sent home or perhaps need additional care. The rehabilitation facilities are private in some markets such as US and UK, and mainly public in other markets such as many countries in continental Europe.

The Post Acute Care market comprise an average of 8 million patients in the US in Skilled Nursing Facilities, Long Term Acute Hospital and Inpatient Rehabilitation Facilities on an annual basis.5 The value of the market for suPAR in this segment is approximately EUR 700 million.

⁵ Based on Deloitte "viewing post acute care in a new light" Deloitte Center

for Health Solutions 2017

General practitioner segment

General Practitioners (GP) are often confronted with patients with multiple symptoms, which are challenging to diagnose. Furthermore, it is difficult to assess whether the patients are in need of additional diagnostic procedures in the secondary care/hospital sector. In many instances the problem is similar to that of EDs – many patients have a good prognosis and may not need immediate medical attention; however, the GP is often being pushed by the patients to "do something" and not dismiss the patient merely based on a visit in which no intervention is made. ViroGates' products can secure that the the doctor makes more informed decisions with respect to whether to admit the patient to the hospital or to send the patient home. Furthermore the patients feel that their concerns are taken seriously, since they have had a prognosis made on an objective measure such as a blood sample.

The market comprises approximately 1.8 million GPs in the EU and about 950,000 licensed physicians in the US. The US has about 121,000 physician office labs conducting approximately 1 billion tests annually.6

Direct to consumer/health check

There is a global trend towards measuring more and more parameters, this goes for athletes and regular persons alike. The rapid increase of wearables that show the intensity of working out and bracelets documenting the number of steps taken during the days are good examples of this trend. Viro-Gates´ products have been shown in studies also to reflect the risk in generally healthy individuals. There also seem to be an increasing demand for better prognostication of individual health. Such outlook is not fulfilled with current use of markers and indicators that leave inaccuracy in such outlooks.

Routine measurements of cholesterol, blood pressure (BP), glucose (fasting blood sugar), height and weight (for BMI), age and smoking status are routinely performed today. But even in advanced combinations, current tests still fail to differentiate accurately between who becomes diseased versus those who remain healthy. Long-term studies of disease development in the general population show a strong association of onset of cardiovascular disease (CVD) and diabetes in people living with elevated inflammation, also termed low-grade inflammation.

The low-grade inflammation area/lifestyle disease is

believed to be an area with vast market potential given the high number of health checks being performed to detect latent diseases to be able to intervene better than what is current practice.

suPAR is generally elevated in otherwise healthy individuals who are progressing towards development of clinically manifested lifestyle related diseases such as cardiovascular diseases, type-2 diabetes or cancer. suPAR is capable of picking up subtle changes in the immune system that longer term lead to onset of lifestyle related diseases and thereby guide and monitor changes in lifestyle. Lifestyle changes, such as quitting smoking or eating healthier have been shown to lower the suPAR level, and the suPAR level is predictive for disease development and mortality. Furthermore, a randomized controlled study has shown that individuals on long-term use of statins have lower suPAR levels compared to individuals that received placebo. Hence, lifestyle intervention or pharmacological intervention can lower suPAR and the level predicts the risk of the individual. This increases people's oppurtunity to stay healthy and avoid such diseases.

The number of tests run in the US at Pharmacy Retail clinics and independent Labs/Reference labs amount to approximately 2.3 billion tests annually of which 38.5% are conducted for clinical chemistry/immunology.7

7 Frost and Sullican "Analysis of the US Clinical Laboratories Market" 2015

Growth in the retail health clinics market in the US (no of clinics)

Source: Insight Pharma Reports Commercialising Novel IVDs: a comprehensive manual for success – Glorikian 2017

⁶ Frost and Sullivan "Analysis of the US Clinical Laboratories Market" 2015

Macro Healthcare Trends affecting ViroGates

Source: Insight Pharma Reports Commercialising Novel IVDs: a comprehensive manual for success – Glorikian 2017

MARKET TRENDS

The IVD market is driven by a number of societal macroeconomic factors; unsustainable healthcare spending, aging population, growth of chronic diseases, growth of emerging economies and decentralized healthcare.

Global healthcare* spending, 1995 - 2022

Includes hospital/physician/dental services, home health services, non durable medical products, prescription drugs, durable medical equipment, nursing care and continuing care retirement services, total other healthcare, residental and personal care expenditures, total admin and net cost of health insurance expenditures, public health activity, research, structures and equipment, func onal foods/nutriton

Source: Insight Pharma Reports Commercialising Novel IVDs: a comprehensive manual for success – Glorikian 2017

Unsustainable healthcare spending

Associated healthcare cost is expected to reach approximately USD 12 trillion globally by 2022. This trend is unsustainable going forward and healthcare providers needs to improve efficiency in the system. Additionally, healthcare cost in emerging economies is expected to increase from 10% in 1995, to 33% of the global spending by 2022.1

Growth in aging population

People are getting older which means that the population of people age 60 and older is steadily increasing, on a global basis. An increasing population of elderly means there will be more people developing serious health conditions, resulting in need for long term care, thereby increasing the demand for diagnostic products and services. 2

Growth of emerging economies

Emerging economies have seen an increase in healthcare spending, with no signs of slowing down. It is expected that in line with improved infrastructure, economy, stable governments and raised standards of living, these economies want access to the same medical technology and therapeutics seen in developed markets. With growing economies, they will have financial resources to support these demands. 3

¹ Insight Pharma Reports Commercialising Novel IVDs: a comprehensive manual for success – Glorikian 2017

² ibid

³ ibid

Growing number of chronic diseases

The growing number of chronic diseases is putting a burden on society as a whole and the medical system in particular. The increase in people with chronic conditions in the population is expected to grow by 45% from 1995 to 2030 and both direct costs of diagnostics and treatments as well as indirect losses in terms of working days are costing society billions of dollars on an annual basis.4

Changed way of healthcare delivery

The way people meet with healthcare providers is changing. Services that have hitherto been delivered via hospitals´ and doctors´ offices is now also available at retail- and community based clinics for non-emergency and non-surgical conditions, by telemedicine as well as internet-based appointments. The decentralisation of the healthcare system drives the growth of the IVD market since tests now can be carried out in more places. Especially POC testing with instant results has a lot to win because of this development given that tests can be done on location, thereby reducing the need for central laboratories.5

4 ibid

5 ibid

Source: Insight Pharma Reports Commercialising Novel IVDs: a comprehensive manual for success – Glorikian 2017

Cost of chronic conditions in the US

Chronic condition	Prevalence (MM)	Lost work days/1000	Annual cost (USD Bn)
Heart disease	60	1.350	448
Diabetes	16	400	174
COPD	12	430	39
Asthma	15	675	5

Source: Insight Pharma Reports Commercialising Novel IVDs: a comprehensive manual for success – Glorikian 2017

COMPETING TECHNOLOGIES

The competetive position for suPARnostics in relation to other diagnostic products in Acute Care is based on management´s assesment.

While suPAR in many ways is unique in its ability to predict mortality in humans, a range of other technologies and procedures are generally used/applied to guide clinical practice within the therapeutic fields of interest to ViroGates.

In EDs and Intensive Care settings physiological measures such as DEPT, ADAPT, APACHE II, (Q)SOFA, SAPS and others are used. The use of suPAR may complement or replace the use of these scores that are generally more time consuming to perform.

Various biomarkers are also used in Intensive Care to measure the severity of patients' status. These biomarkers include CRP and PCT.

C-reactive protein (CRP)

CRP remains the most commonly used sepsis and general inflammatory status diagnostic tool to date. CRP is synthesized in the liver and is normally present as a trace constituent of serum or plasma. Its physiological roles are numerous and varied, but with several functions similar to those of immunoglobulins, CRP appears to function in host defense. CRP is an unspecific acute-phase protein, that respond to a wide variety of diseases. Although the detection of elevated levels of CRP in the serum is not specific for any particular disease, it is often used by doctors to decide on prescribing antibiotics for suspected bacterial infections and as a useful indicator of inflammatory processes. As elevated CRP values are normally associated with pathological changes, the CRP assay provides useful information for the diagnosis, therapy and monitoring of inflammatory processes and associated disease. Compared to suPAR, CRP is less stable and provides limited guidance in relation to giving a prognosis.

Cost for conducting CRP tests for consumer use are around 10-100 USD per test (includes lab costs). Since CRP is not protected by any patents the cost of purchasing the test for healthcare providers from diagnostic companies are low and range from 0.5-10 USD, depending on which platform tests are conducted.

Figure Left: suPAR is unable to pinpoint a bacterial infection; this is achieved with markers CRP and PCT. AUC of 0.5 means zero ability to report value. Right: suPAR is far better than diagnostic markers CRP and PCT to predict outcome. Across individual patient diagnoses, the prognostic value of suPAR is high. Even stronger than severity scores that are algorithm-based on multiple inputs. (note: SIRS is a pre-stage to sepsis. The cohort was 151 patients)

Source:

* Diagnosis of bacterial infection in SIRS patients, Kofoed et al, Crit care 2007 ** Prognosis of patients with SIRS, Kofoed et al, EUR J Clin Microbiol Infect Dis

Procalcitonin (PCT)

PCT is another marker used for sepsis. The course of PCT shows a closer correlation than that of CRP with the severity of infection and organ dysfunction. However, the true value of PCT remains diagnostic, rather than prognostic, meaning that it points to a certain septic condition rather than highlighting the risk stage.

PCT patent lifetime has come to a recent end and this has impacted market prices. The market price for PCT from Thermo Fischer (as lateral flow) ranged around 15-20 USD but is now closer to 10 USD and provided by several diagnostic players. Annual sales are in excess of USD 300 million. Sales are conducted by several players since BRAHMS (Originator and now owned by Thermo-Fischer) also licenses the clinical use to several other Dx players.

Compared to suPAR, PCT is mainly diagnostic and confined to infectious diseases.

Other suPAR and uPAR products

There are other products based on suPAR or uPAR antibodies. None of them have the clinical evidence obtained with suPARnostic®. It is important to note that both suppliers of various research kits and research groups may develop antibodies towards suPAR and/or uPAR. However, only ViroGates' products have been tested in clinical studies and shown to have clinical relevant results in the various indications that have been investigated. These clinical data have formed the evidence for the five different patent families that ViroGates currently own.

Various measures used in the Emergency Department

Value	PCT	CRP	SAPS	SOFA	suPAR
Time to result	Short	Short	Long	Long	Short
Diagnostic value	Medium	Medium	Low	Low	Low
Prognostic value	Low/none	Low/none	Medium	Medium	High

Company overview

ViroGates is a Danish medical technology company that develops and markets suPARnostic®, a blood test used to assess patients in need of emergency care, thereby giving nurses, doctors and other healthcare providers the tool to admit or discharge patients from the Emergency Department. The products have the ability to quickly analyse the protein suPAR which provides independent health assessment and reflects the level of immune system activity.

ViroGates´ products monitor the activation of the immune system, and most, if not all, diseases have an underlying inflammatory component. The quantitative test enables assessment of whether a patient or individual is or is not suffering from chronic inflammation and immune activation, thereby estimating whether disease is present, the severity of the disease, as well as the prognosis and progression of disease. The test is thus prognostic rather than diagnostic.

In the Emergency Department, the clinical value of the assessment of a low level of suPAR is:

• More patients can safely be discharged from the hospital.
• Significant reduction in admissions due to improved medical decision process.
• On average, patients stay 6.5 hours shorter at the hospital when suPAR testing is performed compared to a control group. This translates into significant savings of more than EUR 27 billion annually in selected markets in the western world.

By reducing the number of unnecessary admissions, there is also an improvement in patient life quality, as unnecessary admissions are associated with loss of muscle mass, risk of inhospital acquired infections and loss of working opportunity. In the Emergency Department, the clinical value of the

assessment of high level of suPAR is:

• Identification of high risk patients leading to earlier intervention. Today, hospitals often risk sending high risk patients home. They are then readmitted with more progressed disease, resulting in more expensive treatment with worse outcome.
• Identification of e.g. occult cancer can improve treatment efficacy and overall survival.
• Better risk estimation = better personalized treatment and improved outcomes.

ViroGates´ primary target is the market for Acute Care screening of patients. Such screening is predominately made to assess whether the patients need to be admitted to the hospital or can be sent home. Current methodologies for making this assessment is based on physiological scores, comprising fever, blood pressure, mental alertness etc. and typically also selected biomarkers such as C-reactive protein (CRP), White blood cell count etc.

The challenge with these approaches is that they typically are more diagnostic by nature and have limited value with respect to assessing risk of deteriorating. By complementing the assessment with ViroGates' products the physicians will get a better assessment of the patient and especially when the prognosis of the patient is favourable. It is better for the patient to be referred to elective treatment and for the hospital system to save cost by not having to deal with this type of patient in the Acute Care setting.

suPARnostic ® is based on a simple blood test

• uPAR protein is located on the surface of white blood cells
• Upon immune activation, uPAR is released into the blood stream as soluble-uPAR (suPAR)
• Increased suPAR level is indicative of disease progression and mortality
• suPAR level is not related to specific disease and not affected by circadian changes, shortterm life circumstances (e.g. fasting) and common ailments (e.g. influenza)
• 20 minutes testing time makes it ideal for quick triaging

suPAR offers prognostic value

More than 500 peer-reviewed publications have been completed studying the characteristics of suPAR (many in leading journals including Nature Medicine, JAMA and New England Journal of Medicine, see examples in table below). Moreover, 300,000 samples have been measured, of which more than 50,000 have been in Acute Care. The claim that suPAR is a superior biomarker in Acute Care medicine stems from two characteristics:

• suPAR's broad applicability Numerous biomarkers are capable of diagnosing what is the given pathogen or which is the troubled organ. suPAR on the contrary is un-specific as to aetiology. But unlike specific diagnostic markers, suPAR is prognostic across complex disease types. Numerous other test results may randomly rise and drop sharply. These traditional diagnostic tests are useful for guiding specific therapies, but they all fail to look at the patient as an entity and provide prognostic guidance for the disease severity and progression of the individual patient.
• suPAR´s stability suPAR is far more stable than most other biomarkers and is thus more reliable than markers that fluctuate significantly.

Vision

ViroGates envision that all hospital patients are screened and monitored based on suPAR being the primary biomarker in the area, and that the general population is screened on a routine basis using suPAR to allow them to adjust lifestyle in due time to avoid development of lifestyle related diseases.

KEY VALUE DRIVERS

ViroGates´ value proposition is based on the need for better decision support in the healthcare sector.

ViroGates products addresses a large global market supported by megatrends such as the aging population, the increasing incidence of chronic diseases and associated healthcare costs.

• Two out of three Acute Care patients admitted to the ward may be avoided. This in itself creates a significant potential for savings in the healthcare system
• Regulatory approved products
• Clinical studies supporting the value of measuring suPAR for prognostication
• First clinical use has been established
• Recurring customer base when products have been introduced into the hospital market

Mission

ViroGates´ mission is to develop biomarkers into affordable solutions that serve to prevent and optimize treatment in order to improve the life of individuals and reduce healthcare costs.

Multiple clinical studies support market adoption

Hospital	No. of patients	Publication/Name of trial	Quotes
Hvidovre Hospital	4,343	Emerg Med J. 2016 Sep 2.	A high suPAR level at admission to the AMU is a marker of severe disease and associated with increased risk of readmis sion and mortality.
Hvidovre Hospital	17,000	DEMC7 Presentation	suPAR remained an independent predictor after adjustment for age, sex, Charlson score, and CRP
Hilleroed Hospital	6,000	TRIAGE I	In unselected patients admitted to an ER, suPAR is an inde pendent marker of short term mortality. 60% of patients had a low suPAR (<4 ng/ml) and hence a good prognosis
Herlev hospital	16,000	TRIAGE III (Ongoing)	Health econ data – admission time is 6.5 hours lower in active arm
Turku University Hospital	539	J Intern Med. 2012 Sep;272(3):247-56	Of the four potential markers measured (suPAR, PCT, IL-6 and CRP), suPAR was the best marker for case fatality
Medical University of Graz	902	J Intern Med. 2014 Dec;276(6):651-8	In conclusion the study showed that suPAR plasma levels serve as prognostic markers in patients with SIRS.

Organisation

ViroGates has its headquarters in Birkerød, north of Copenhagen. As of the date of this Prospectus, the number of employees amounts to six, of which three are full time employees. Another five full time employees are employed by ViroGates' contracted lab in Poland, Nutopi Sp z o.o. In addition, Viro-Gates has entered into consultancy agreements with three consultants, active within sales and regulatory functions. Various processes, with respect to manufacturing and the supply chain, has been outsourced.

In mid 2019, one year post the first day of trading on Nasdaq First North Denmark, the Company expects to be a total of 14 employees, of which 11 are expected to be full time employees.

Objectives

In the Acute Care market, a medium to large sized hospital has an uptake population of 500,000 individuals and an admission in the Acute Care medical department comprising about 12-15,000 patients per year. It is estimated that the potential income from each such hospital using suPARnostic® will amount to EUR 300,000 annually.

ViroGates has initiated sales efforts in selected markets and has a clinical routine customer in Denmark and ongoing product evaluations in 10 hospitals in Spain, 5 hospitals in Romania, 3 hospitals in Serbia and 1 in Austria. ViroGates will, once evaluations have been completed, and pending the outcome of the product evaluations, discuss conversion to clinical routine customer status for these hospitals. The Company is also continuously adding more potential hospital accounts into such product evaluations.

Long Term Financial objective

• Reach about 40 paying hospital accounts by the end of 2020.
• Cash flow positive by the end of 2020.

Historical development ViroGates

• 2017 • The number of publications on suPAR exceeds 500 (pubmed.com).
• Publication in Nature Medicine shows causal relationship between elevated suPAR and kidney disease.

2015

• First version of the suPARnostic® Quick test released (qualitative).
• Publication and editorial on suPAR in New England Journal of Medicine showing suPAR to be predictive of kidney failure.

2012

• Serum suPAR is found to be a potential novel biomarker for the diagnosis of cirrhosis and for determining prognosis in patients with chronic liver disease (Zimmermann et al, Liver Int, 2012)

2010

• The number of publications on suPAR exceeds 100 (pubmed.com). • Publication in Journal of Internal Medicine shows suPAR predicts cardiovascular disease, type 2 diabetes and cancer in the general population.

2004

• ViroGates was awarded EUR 375,000 by European Commission's Frameworks Programme 6, to examine whether suPAR can be used as a TB treatment efficacy marker.

2000-2001

• ViroGates Aps was founded in Copenhagen, Denmark, based on an invention coming from Hvidovre Hospital, Denmark. Inventor and co-founder Jesper Eugen-Olsen discovered the utility of the biomarker suPAR in HIV.

2018

• suPARnostic® Turbilatex, completely hands-off handling of the blood samples in the central laboratories, to be released in Q3 2018.
• Trial users in Spain (10), Romania (5), Serbia (3) and Austria (1) who are all using suPARnostic® Quick Triage.

2016

• First quantitative suPARnostic® Quick test released (quantitative).

2013

• First routine customer.

2011

• ViroGates hires Jakob Knudsen as CEO.

2008

• First CE/IVD approved suPAR measuring method on market (suPARnostic® ELISA).
• Patent family issued on low-grade inflammation and prediction of diseases in healthy individuals.

2003

• Patent application on the prognostic ability of suPAR in bacterial sepsis.

What is suPAR?

suPAR is a protein in plasma, measurable in every human being. The suPAR molecule was first described in 1993 and in 2000 it was found to be predictive of outcome in HIV-infection. Following this discovery, it became clear that suPAR was also elevated and predictive of outcome in many other diseases. Today suPAR is perceived as a general risk status biomarker: the higher the level, the worse the prognosis. In healthy individuals, it predicts development of disease within the next decade. In diseased individuals, it is associated with the severity and progression of disease. suPAR is an inflammatory biomarker, and it thus provides valuable information as to the activation status of the immune system. The full name for suPAR is "soluble urokinase plasminogen activator receptor".

How to measure suPAR?

The suPAR level in plasma can be quantified in 20 minutes using suPARnostic® Quick Triage POC test. The read-out of the test is suPAR levels between 2-15 ng/ml. Furthermore, suPAR can be quantified using the suPARnostic® ELISA, both manually and on automated platforms such as the Siemens BEP2000 analyzer. Further products for quick and precise measurements are under development.

Which patients may benefit from suPAR measurements?

The initial target patient group are the severe chronic patients seeking acute medical care and having blood taken for biochemical analysis. These patients are often perceived as highrisk and typically allocated a bed and have a blood sample collected as part of their admission (typical parameters measured include CRP, PCT, Lactate, ALAT, Bilirubin, cell counts etc.).

Subsequently also healthy individuals will be targeted as suPAR will provide guidance to monitoring their lifestyle.

How is suPAR different from other biomarkers like CRP and Lactate?

Acute Care physicians are becoming more and more accustomed to the use of unspecific biomarkers that provide important prognostic information. Lactate could be considered one such biomarker, and its interpretation has become an important skill for emergency physicians. Another often used biomarker is CRP. However, both lactate and CRP have some level of specificity (sepsis and infection, respectively) and thus not applicable for all acute medical patients. Furthermore, studies comparing the prognostic value of suPAR to other biomarkers have repeatedly found that suPAR is the strongest prognostic biomarker of the ones investigated.

How can the suPAR level support the clinical decision?

The specific guidelines for suPAR levels are shown in the figure below. Data from more than 30,000 Acute Care patients in Copenhagen University Hospital Hvidovre, Denmark, shows that the majority of patients (56%) have a suPAR level below 3 ng/ml – and that there is very little risk for any severe disease or mortality in this group of patients. Hence, a suPAR level below 3 ng/ml supports the clinical decision of discharge of the patient. A suPAR level between 3 and 6 ng/ml supports that the patient is suffering from a disease, while a suPAR level above 6 ng/ml is strongly indicative for a patient that is in urgent need of clinical attention and examination.

SuPARnostic® should also be used in connection with traditional physiological parameters evaluated and also the biomarkers already looked at to form an entire overview of the risk status of the patient.

Specific guidelines for suPAR level

"If you have a high suPAR, then the patient should be admitted to the hospital. If you have a low suPAR you are able to discharge the patient." - Prof. D.Msc. MD ph.D Ove Andersen, Hvidovre Hospital

SALES MODEL

ViroGates A/S deploys a direct sales strategy for select markets in Europe and addresses other markets via partnerships with distributors. Initially, this strategy has resulted in that products have been placed in clinical settings in hospitals in Denmark, Spain, Austria, Romania and Serbia.

Distributors

Currently, ViroGates' distributors include Biomedica (Austria and Poland, as well as several countries in Eastern Europe); Alura (Serbia); ELITechGroup (Benelux); IBL International/ Tecan (Germany); Biological Sales Network (covering Italy); Hemakim Tibbi (heading ViroGates' effort in Turkey); Cedarlane Labs (Canada and US); and Super Biotech (India).

ViroGates plan to invest significantly in educating and supporting the network of distributors going forward. So far, this has not been done due to insufficient health economics documentation and inadequate product offering.

ViroGates has established commitments in the form of minimum sales requirements, minimum call activity, etc. with most of the established distribution network. A tight distributor management scheme, which will ease follow-up on these commitments, all of which is in the process of being implemented.

ViroGates is continuously seeking to establish new distributor relationships to serve remote markets that are currently not being called upon. It is however also clear that going forward, ViroGates will reduce the number of European distributor partnerships in select territories and implement direct sales at national level to further strengthen the Company's market position and brand.

Marketing efforts

The Acute Care and Clinical Biochemistry Departments, that are ViroGates' key target segments, include decision makers and stakeholders at different organizational levels. ViroGates has mapped out various key stakeholder interests such as patient care; clinical outcome; hospital economics, short turnaround-time; accurate measurements; workflow efficiency etc. By understanding these customer requirements, it is possible to target the suPAR-related communication so it is relevant, timely and clearly defines the unique customer value of ViroGates product offering. The value proposition will include potential financial savings due to improved managed care resulting from the use of suPARnostics®.

In addition to the Emergency and Clinical Biochemistry Departments, downstream the pre-hospital, as well as companies offering insurances including health-checks, will also be targeted.

Road map to the European market

In order to achieve clinical (routine) use customers in the EU Acute Care hospital market three basic things needs to be in place.

• 1. Clinical data from trials substantiating that the diagnostic product is useful to alter clinical decisions.
• 1. Adequate products that can be used in the ward or in the central laboratory.
• 1. Trial usage/an applicability study that shows that the customer can handle the product in daily use.

Planned roll-out in the European market

ViroGates initially targets the Spanish and Eastern EU markets due to the ability to run Point of care testing and subsequently also important larger EU markets.

Trial users in Spain

Currently ViroGates has 10 trial users in Spain: Madrid (6 hospitals), Bilbao, Getafe, Cuenca, Albacete, Vitoria, Tenerife

1 - ViroGates has shown in the Interventional study (see p. 51 "Interventional Study") that acute medical departments can save resources by implementing the product in daily practice, and that suPARnostic® will alter clinical decisions.

2 - The Acute Care departments in most Southern European and Eastern European markets have the ability to run tests directly in the Acute Care departments, whereas this is currently a bit more difficult in the Northern EU markets. Hence the suPARnostic® Quick Triage product is directly applicable in Southern and Eastern EU whereas the Northern markets will await the suPARnostic® Turbilatex product that will launch in Q3 2018. (see p. 52 "Products")

3 - It is most often a prerequisite to set up a trial period with some seeded products to get the customers familiar with the suPARnostic® measurements. The customers normally want to confirm compatibility with their existing work processes. Viro-Gates currently has several such applicability studies running in Spain, Austria, Romania and Serbia.

ViroGates´ financial projections are assuming a run-in period of 9-12 months from first visit until the customer is converted to a paying customer.

The value of a customer depends on the size of the hospi-

"Emergency Departments are facing increased pressure from patients seeking care. suPAR is in my view a promising tool to stratify the risk in all the medical patients. suPAR may well emerge as a suitable tool for doctors to cope with the overcrowding issues" - Prof. MD ph.D Frank Tacke, University Hospital Aachen Dept. of Medicine III

tal and its uptake area. A small hospital will have some 6,000 patients on an annual basis passing through the acute medical department and undergoing a thorough triage using blood samples etc. whereas a larger hospital will have some 12,000 patients that are seen in this ward. This corresponds to uptake areas of 250,000 and 500,000 patients respectively.

Road map to the US market

The way to enter the US market starts with a Pre-IDE meeting with the US medical authorities FDA to determine the need for additional data to the data package that is already established in the EU markets. ViroGates intends to call for the Pre-IDE meeting as soon as the data from the interventional trial have been published. In this way ViroGates will have a data package for the FDA to consider. In general, clinical validation is required for FDA approval. However, to obtain payment in the US market a clinical utility study must be performed on a US based population as well. Due to the lack of registries on a national level in the US, it is foreseen that ViroGates will work with an integrated health organization operating both insurance planning and hospitals. Such organization will have a large incentive to implement suPARnostic® in clinical practice as the savings will benefit the overall insurance plan.

The reimbursement coding is an integral way of the path to the US market and will also be considered as part of the path to enter the US market.

Initital market focus - Acute Care

ViroGates will initially focus on the Acute Care market. It is within this market the historical sales have taken place, as well as the current trials. The recently completed interventional study was also carried out within this segment. Acute Care market penetration will be followed by the GP-segment by 2021, and Post Acute Care and direct to consumer/Healthcare by 2022. The different segments are not homogeneous, so the sales strategy will differ depending upon the segment.

Sales strategy in the Acute Care department

ViroGates will generally promote the products directly to the Acute Care physicians. The sales process typically has different stakeholders. The starting point is most often the head of the Acute Care department, who needs to understand the clinical value of the products. Another important stakeholder is the head of the Clinical Biochemistry department/laboratory. This person is typically in charge of all biochemical analysis that runs in the hospital and is typically also responsible for managing the cost of such products. Lastly the hospital management needs to approve of the implementation.

Sales strategy in the Post Acute Care segment

The penetration of the Post Acute Care market will follow successful sales into Acute Care departments in a given area since the suPAR result will be available upon discharge from the hospital and admittance to the Post Acute Care facility and hence will be a parameter that will be followed up by the nurses and other caregivers at the facilities. The knowledge and repeated measurement of suPAR allows the staff of the Post Acute Care facility to plan for interventions, and for monitoring of the effect of the intervention with a decrease in suPAR as the target.

Sales strategy in Direct to consumer / Healthcare segment

For the Direct to consumer/Healthcare segment the decision makers and processes are more diverse. Organizations offering health check programs, as well as pharmacy/retail Health clinics, are the target group and these include private hospitals, private companies as well as companies offering health checks to their employees. Commercial players include: Walgreens, CVS, Pharmacy2U, Lloydspharmacy, Ultra Lab Tests etc. Viro-Gates intends to partner with commercial operators for this market since the large commercial players "own" the distribution chain and will have an incentive to diversify their product offering and also offer clinically relevant tests to their customers. ViroGates expects a cost of goods sold plus royalty in exchange for the rights for the commercial operator to market the suPAR test in this market segment. ViroGates expects that the product offerings and market readiness will be in place for launch by 2022.

Sales strategy in the General Practitioners market segment

It is the expectation that the General Practitioners (GPs) will want to adopt the suPAR test once it has been established in the hospital (Acute Care segment), since it will allow for a more extensive screening of the patients in the GP's practice. Many patients need to be dismissed from the GP's and it can be beneficial for a GP to argue to the patient that this is done on a more qualified basis (a blood sample) rather than a merely a discussion of the symptoms of the patient. Furthermore the GP will be able to more profoundly argue for an admission to the hospital if the suPAR level is elevated. As for the market segments above, ViroGates strategy is to partner with companies who are active in the direct sales of diagnostics to the GP's segment. Commercial players include Alere, Thermo-Fischer, Roche, Orion etc. ViroGates expects a cost of goods sold plus royalty in exchange for the rights for the commercial operator to market the suPAR test in this market segment. ViroGates expects that the market will be ready to commercialize by 2021.

Timeline for market penetration in various segments

REGULATORY APPROVAL

EU

IVD tests are regulated in Europe predominantly by the national medicines agencies under the 98/79/EC directive governing in vitro diagnostic medical devices. ViroGates´ tests are approved according to annex III. The European Commission's new In Vitro Diagnostic Regulation (IVDR 2017/746) has recently been announced and management´s current assessment of the regulations is that they will not materially affect ViroGates' business. These regulations will not be in full force until 2022.

India

ViroGates A/S has been granted Import Licence to India for suPARnostic AUTO Flex ELISA (code E001) and suPARnostic Quick Triage (code A003). The licence is issued under the Drugs & Cosmetics Act 1949, and Rules 1945 thereunder, by the Central Drugs Standard Control Organisation.

Canada

Canada has issued a class II medical devise license for the approval of suPARnostic® QT and ELISA. As per the regulatory requirements the license is in the name of ViroGates' authorised distributor Cedarlane Labs.

US

FDA governs the approval of IVD tests in the US market under guidelines that are generally stricter than those that apply in the EU and according to the Federal Food, Drug, and Cosmetic Act, section 513. The law establishes a risk-based device classification system for medical devices. Each device is assigned to one of three regulatory classes: Class I, Class II or Class III, based on the level of control necessary to provide reasonable assurance of its safety and effectiveness. It is management's belief that ViroGates´ tests will be classified as Class I or II and hence will not require a Pre-Market Approval according to section 515 of

Potential healthcare savings using suPARnostic in Acute Care in selected EU markets

the FD&C Act in order to obtain marketing clearance. Management believe that the submission and review of suPARnostic® products in the USA will be according to the "De Novo classification" which is a request, under section 513(f)(2) of the Federal Food, Drug, and Cosmetic Act (the FD&C Act), also known as the De Novo classification process. This process provides a pathway to Class I or Class II classification for medical devices for which general controls or general and special controls provide a reasonable assurance of safety and effectiveness, but for which there is no legally marketed predicate device.

INTERVENTIONAL STUDY

ViroGates has recently conducted a large clinical study on 16,000 patients that were admitted to the ED at two hospitals in Denmark (Herlev Hospital and Bispebjerg Hospital). The study was an interventional study in which the doctors in the ED received information on the suPAR level of the patients in one arm of the study, while in the other arm (the control group) the doctors got the usual information based on vital signs and traditional biomarkers. The study is still to be published and will provide important information on the potential for saving hospital bed time by ways of using better decision making support tools in daily practice.

While the study was not able to show a statistical significant difference in mortality, when comparing the patients where doctors had access to suPAR results with the control group, the suPAR group had an average of 6.5 hours less stay in the hospital. This is likely due to more discharge decisions made early on by doctors. Based on the data above, reimbursements consultants (Incentive Partners ApS, Denmark) were engaged to calculate the economic benefits of the time savings. Net savings (after deduction of list prices for suPARnostic® products) amounted to more than EUR 27 billion in selected EU markets and the US, see figures below. Each market has distinct average prices for a hospital bed and average cost for typical medicinal departments have been used.

Potential healthcare savings using suPARnostic in Acute Care in the US, private and public

PRODUCTS

The Company´s current product portfolio comprises suPARnostic® Auto Flex ELISA kits based on Enzyme-Linked Immunosorbent Assay technology, as well as the suPARnostic® Quick Triage test based on gold conjugated antibody assay technology as well as the suPARnostic® Turbilatex that is currently in development. All suPARnostic products carry the suPARnostic® "umbrella" brand-first name and a technology platform specific surname.

suPARnostic® Quick Triage test

The suPARnostic® Quick Triage (QT) product was launched in December 2015 and is the latest addition to ViroGates' product portfolio. This product is primarily for market segments where testing in situ is required and where time to result is of high importance. Emergency room setting/Acute Care medicine is the primary segment in need of this product. The Quick Triage is sold with an optical reader (sourced from QIAGEN, but adapted for QT use by ViroGates) to provide the user with accurate quantitative results. The first Quick Triage is measuring blood plasma and not full blood. ViroGates is the legal owner of the product but has contracted with BBI Solutions for their manufacturing of the product.

Future development of the suPARnostic® Quick Triage test

An improved version 2 will be developed for direct use of full blood and with convenient reading of results. It is expected that the market is willing to pay a premium for convenience and that the market is larger than that for the first Quick Triage sticks. If taken even further, a versatile POC test instrument can measure for more parameters, e.g. suPAR, CRP, HbA1c, WBC and others. Achieving the latter can be done either via internal development, or more likely by adding suPAR onto existing instruments from Orion, Abbott, Roche, etc.

suPARnostic® Auto Flex ELISA kits

The ELISA kits are very stable and demonstrate high degree of quality with respect to both specificity and sensitivity. The suPARnostic® ELISA kit's key selling features are:

• Well proven technology platform
• Well documented, stable and reliable
• Limited need for additional equipment to perform tests

The main drawbacks for the ELISA products are that they are time-consuming to perform (takes 2-3 hours to perform). Given this timeframe it is generally too slow for Acute Care to await results from an ELISA test. Furthermore, fewer ELISAs are performed these days and central labs are not keen to perform ELISAs due to the required manual labor involved

suPARnostic® Auto Flex ELISA kits

suPARnostic® Quick Triage test

Selected users (mainly in research) are happy with the ELISA method since it is very adequate for use in larger biobank study work. In biobank settings the tests are conducted in a laboratory: a technician processes a batch of samples, where typically several hundreds or thousands of samples are processed from samples via pipetting. These are then measured in a non-acute way, and the results are subsequently sent back to responsible clinical personnel.

suPARnostic® TurbiLatex

The suPARnostic® TurbiLatex product is the lead product in the pipeline and is expected to be commercially launched in Q3 2018.

The product is a turbidimetric assay using ViroGates' proprietary antibodies coupled to latex beads. The advantage of a product of this kind is that all medium to large hospitals will have access to a turbidimetric platform and no extra hands-on work from the clinical chemistry lab is needed. Most diagnostic tests will be performed using this platform and the suPAR measurement will be made using the blood sample that has already been collected. The clinical staff will thus have access to the suPAR result in exactly the same way as they get access to other blood sample results.

The initial platform this product is developed for is the Roche COBAS platform but the same principle for measuring is available from other industrial players such as Abbott, Siemens, Beckman Coulter, BioMérieux etc.

suPARnostic® TurbiLatex as illustrated in Roche Diagnostics cassettes for use on Roche COBAS platform

PRODUCTION

ViroGates has outsourced manufacturing in order to reduce the requirement for fixed laboratory facilities, Capital expenditures and personnel.

Antibody Production

ViroGates has developed its own antibody-producing clones. Ensuring optimal affinity to suPAR that is variable with each antibody clone due to the likely binding to different epitopes is however very difficult to achieve. This will affect the quality of the assay and will make it difficult to establish a clear clinical value for competitors.

In-house production of antibodies has allowed ViroGates to select the most clinically relevant antibodies, thus producing the most efficient and applicable test. The proprietary production mitigates the risk of generic products. The high quality of the suPARnostic® antibodies allows for transfer to other technical platforms.

suPARnostic® Auto Flex ELISA Plate Coating & Kit Assembly

Plate coating, buffer preparation and kit assembly is outsourced to a European ISO-certified CMO (contract manufacturing organization) Eurodiagnostica AB (Malmoe, Sweden). Eurodiagnostica has decades of experience in ELISA production and validation. Routine production is established and running. Up-scaling to high volumes is possible at this selected site as well, so there are no barriers to market expansion with regard to large-scale production.

suPARnostic® Quick Triage production

The suPARnostic® QT product is manufactured by BBI Solutions in Cardiff, Wales. BBI is a ISO certified manufacturer of lateral flow tests and has for many years been market leaders in the field due to their affiliation with Inverness (now Alere). BBI has backup production facilities and is generally well capable of producing large quantities of products with high quality measures. BBI also stocks and distribute the products on Viro-Gates' behalf under a separate distribution agreement.

Illustration of production flow

VIROGATES´ PROPRIETARY RIGHTS

ViroGates has been applying for and been granted patents for the clinical use of suPAR. The proprietary rights also include licensed patents on an exclusive basis.

The patents provide solid protection within the clinical use documented in the studies conducted to date.

ViroGates patent families cover the use of suPAR for clinical prognostication over a broad range. The patents cover the ability of suPAR to predict disease development over a 10-year period in healthy individuals to 30-day survival in acute sepsis patients.

To the best of ViroGates' knowledge, ViroGates has full freedom-to-operate in this use-area. suPAR antibodies per se can be used by other parties for research purposes, but any use, development, production, or other activities, around a suPAR based test for a clinical application in inflammatory diseases will be infringing upon ViroGates' patents. The various patent families are listed below.

All current and future patent applications have/will be designated for all relevant countries covering the major global markets in the Western world, newly industrialized countries and in developing regions.

ViroGates is not only securing suPAR dominance via patents but also by applying significant trade secrets in the manufacturing processes. By having developed proprietary antibodies and used unique techniques in manufacturing and in clinical trials, the Company has set the standards and clinical cut-offs for suPAR in the literature – as the values obtained in blood measurement are dependent on the antibodies used. Thus, three distinct features secure ViroGates' position:

• 1: Worldwide issued patents including applications.
• 2: Unique suPAR monoclonal antibodies, produced from proprietary hybridoma cell lines.
• 3: Clinical documentation and cut-off values for suPAR by application of suPARnostic products in clinical trials.

ViroGates™ and the brand name SuPARnostic® are trademark-protected names owned by ViroGates.

Proprietary antibody cell lines

ViroGates has developed its own unique antibody producing hybridomas (immortal monoclonal antibody producing celllines). The hybridomas have been generated by immunization of recombinant CHO-cell that produced human suPAR in mice and rats. Spleen cells from immunized animals were fused with myeloma cells (X63AGO, SP2) and monoclonal cell lines obtained through subclonation. Nine unique monoclonal antibody producing hybridomas, including the VG-1 and VG-2 hybridomas, ensure continuous productions can be carried out.

POLICY FOR RESEARCH AND DEVELOPMENT

ViroGates' primary research and development objective is to drive research within the field of utilization of suPAR as a biomarker for prognosis of disease. ViroGates continuously strive to develop new in vitro diagnostic applications to measure the level of suPAR in a manner that can be used by hospitals, specialist doctors, general practitioners, research and industrial labs and also ordinary health conscious individuals. Most recently ViroGates has focused on clinical utility studies in the Acute Care field to document the effectiveness of using the branded product line suPARnostic® in the Acute Care triaging process. ViroGates has furthermore invested heavily in the development of a new turbidimetric platform that will facilitate the use of the suPARnostic® products particularly in a hospital setting. To this end, ViroGates primarily work with independent third parties such as hospital physicians to drive studies and external development partners in terms of product development. The Company does, however, also rely on the Company´s associated Polish research and development lab to carry out the necessary analysis and documentation work.

During the first quarter fiscal year 2018, research and development expenses amounted to 71% (81%) of the Company's total operating expenses, and for the full fiscal year 2017, the same numbers were 68% (64%) of total operating expenses.

ViroGates´ patent families as of the date of this Prospectus

suPAR in the Emergency Department

• Patent number: 1809795.3

• Abstract: The invention concerns the examination of subjects admitted to, or presenting at, a hospital Emergency Department. The invention aims to provide novel means by which medical personnel can (in conjunction with other clinical observations and medical history etc.) assess the state of a subject and, in particular, the subject's risk of mortality within a short time frame. This enables more accurate assessments to be made concerning whether a subject should be admitted or discharged.

• Type: Pending

• Filed: 21 February 2018

• Expires: 2038

• Assignee: ViroGates A/S
• Inventor: Jesper Eugen-Olsen

Soluble urokinase plasminogen activator receptor (suPAR) as diagnostic marker for low-grade inflammation

• Patent number: EP2500730B1 (divisional of the 8815519 below)
• Abstract: The invention is directed to a method of diagnosing low-grade inflammation in an apparently healthy mammalian subject. The invention is further directed to a method of predicting the risk of developing a low-grade inflammation-related disease in a mammalian subject.
• Type: Granted
• Filed: 19 September 2012
• Expires: 2028
• Date of Patent: March 9, 2018
• Assignee: Hvidovre Hospital, exclusive licence to ViroGates A/S
• Inventors: Jesper Eugen-Olsen, Steen B. Haugaard, Ove Andersen

Methods of selecting and treating subjects with low-grade inflammation and metabolic disorders

• Patent number: 9645157 (divisional of the 8815519 below)
• Abstract: The invention concerns a marker for low-grade inflammation and metabolic syndrome (MS) and MS-related diseases and/or low-grade inflammation-related diseases such as cardiovascular disease, ischemic heart disease and type 2 diabetes. More particularly it concerns the measurement of the concentration of soluble urokinase plasminogen activator receptor (suPAR) in human biological fluids (sputum, cystic fluid, ascites, serum, plasma, urine) as a tool of diagnosing and/or prognosticating low-grade inflammation and metabolic syndrome and the risk of development of the related diseases such as cancer, cardiovascular disease, ischemic heart disease and type 2 diabetes.
• Type: Granted
• Filed: June 23, 2014
• Expires: 2028
• Date of Patent: May 9, 2017
• Assignee: Hvidovre Hospital, exclusive licence to ViroGates A/S
• Inventors: Jesper Eugen-Olsen, Steen B. Haugaard, Ove Andersen

Method for predicting cancer and other diseases

• Patent number: 8815519
• Abstract: The invention concerns a marker for low-grade inflammation and metabolic syndrome (MS) and MS-related diseases and/or low-grade inflammation-related diseases such as cardiovascular disease, ischemic heart disease and type 2 diabetes. More particularly it concerns the measurement of the concentration of soluble urokinase plasminogen activator receptor (suPAR) in human biological fluids (sputum, cystic fluid, ascites, serum, plasma, urine) as a tool of diagnosing and/or prognosticating low-grade inflammation and metabolic syndrome and the risk of development of the related diseases such as cancer, cardiovascular disease, ischemic heart disease and type 2 diabetes.
• Type: Granted
• Filed: December 12, 2007
• Expires: 2028
• Date of Patent: August 26, 2014
• Assignee: Hvidovre Hospital, exclusive licence to ViroGates A/S
• Inventors: Jesper Eugen-Olsen, Steen B. Haugaard, Ove Andersen

Method of diagnosing or prognosticating major respiratory bacterial pathogens in a subject

• Publication number: 20050100961

• Abstract: The present invention concerns the diagnosis and/or prognosis of major respiratory bacterial pathogens. In particular it concerns Streptococcus pneumoniae and Mycobacterium tuberculosis. More particular it concerns the measurements of the concentration of soluble urokinase plasminogen activator receptor (suPAR) in human biological fluids (sputum, cystic fluid, ascites, serum, plasma, urine) as a tool of diagnosing respiratory bacterial infection as well as the prognosis of disease progression.
• Type: Granted
• Filed: May 21, 2002
• Expires: 2022
• Date of Patent: July 15, 2008
• Assignee: ViroGates A/S
• Inventor: Jesper Eugen-Olsen

Method and tool for prognosticating HIV infection in a subject by measuring soluble urokinase plasminogen activator receptor, degradation products thereof, and urokinase plasminogen activator receptor

• Patent number: 6902884
• Abstract: Method of diagnosing and/or prognosticating HIV infection in a subject comprising the steps of: (a) performing in vitro a measurement of the level of a marker in the form of (i) urokinase plasminogen activator receptor (uPAR), (ii) soluble urokinase plasminogen activator receptor (suPAR), (iii) urokinase-type plasminogen activator (uPA), (iv) one or more degradation products of (i), (ii), or (iii), and/or (v) an mRNA for (i), (ii) or (iii), in a biological fluid sample from a subject, and (b) using the measurement value obtained to evaluate the state of the subject.
• Type: Granted
• Filed: November 27, 2000
• Expires: 2020
• Date of Patent: June 7, 2005
• Assignee: ViroGates A/S
• Inventor: Jesper Eugen-Olsen

Technology overview

THE SUPAR MOLECULE

suPAR is the soluble form of the receptor for urokinase plasminogen activator (uPAR) which is present on various immunologically active cells including immature myeloid monocytes, activated T-lymphocytes and macrophages. uPAR is involved in a variety of functions, including blood clotting, cell migration, adhesion and differentiation. In its soluble form (suPAR) is found in various body fluids, including plasma, urine, sputum and cerebrospinal fluid, and its biological activities includes chemotaxis (traffic regulator of immune cells). All individuals have a measurable suPAR level.

Scientific evidence

Several hundreds of clinical studies have been published on the prognostic value of suPAR (e.g. by searching "suPAR" at www.ncbi.nlm.nih.gov/pubmed). The studies consistently show that suPAR adds significant and independent value to risk prediction. Independent means that it adds significant additional value to other known risk factors (age, sex, clinical signs, other biomarkers).

CLINICAL OVERVIEW

Chronic diseases and lifestyle monitoring

The human lifespan continues to increase with improvements in medical technologies and treatment options. However, with longer lifetime expectancy, an increase in chronic diseases, such as type-2 diabetes, cardiovascular diseases, organ diseases and cancer is seen, to an extent where chronic diseases now constitute the leading cause of death globally (WHO 2014). In the last decades, chronic inflammation has been identified as a major driver of disease development in the general population.

Since the discovery of suPAR in 1997, it has become more and more evident that suPAR is a measure of chronic inflammation and suPAR is on the verge to become the biomarker of chronic inflammation. There are two reasons for this:

• 1: suPAR is the strongest marker for development of disease in the general population and of disease progression in patients.
• 2: suPAR is a very stable marker, both in vivo (stable in a healthy individual over time) and in vitro (stable under laboratory conditions, e.g. when handling and measuring a sample).

The membrane-bound uPAR is illustrated in figure above. uPAR is linked to the cell membrane by a glycosyl phosphatidylinositol (GPI)-anchor and binding of urokinase plasminogen activator (uPA) to uPAR, facilitates cleavage of the anchor and hence shedding of the receptor. Once this anchor is cleaved the protein is released from the membrane and becomes soluble as illustrated in B.

Accumulated Publications (PubMed) on suPAR

Several hundreds of clinical studies have been published on the prognostic value of suPAR.

suPAR increases slightly with age, and suPAR is affected by lifestyle such as smoking.1 Smoking is an important risk factor. In smokers, suPAR is predictive for development of lung cancer. If a smoker quits smoking, the suPAR level decreases in 4 weeks'

¹ Haupt TH, Kallemose T, Ladelund S, Rasmussen LJ, Thorball CW, Andersen O, Pisinger C, Eugen-Olsen J. Risk factors associated with serum levels of the inflammatory biomarker soluble urokinase plasminogen activator receptor in a general population. Biomark Insights. 2014 Dec 16;9:91-100. Eugen-Olsen J, Andersen O, Linneberg A, Ladelund S, Hansen TW, Langkilde A, Petersen J, Pielak T, Møller LN, Jeppesen J, Lyngbaek S, Fenger M, Olsen MH, Hildebrandt PR, Borch-Johnsen K, Jørgensen T, Haugaard SB. Circulating soluble urokinase plasminogen activator receptor predicts cancer, cardiovascular disease, diabetes and mortality in the general population. J Intern Med. 2010 Sep;268(3):296-308.

time2 . Furthermore, unhealthy diet and physical inactivity may also lead to increased suPAR levels, and morbid obesity is associated with elevated suPAR3 . In blood donors, the median suPAR level for men and women is 2.2 ng/ml and 2.5 ng/ml, respectively4 .

In conclusion, an elevated suPAR in healthy individuals is predictive of development of a range of diseases, including cancer, cardiovascular, kidney and diabetes within the next 10-years. A change towards healthier lifestyle results in lowering of the suPAR level, and the resultant level is predictive of risk. Thus, the suPAR level is an early warning allowing for intervention and prevention of disease. The knowledge of suPAR allows an individual to act in time and gives us the opportunity to live a better and longer life.

suPAR in the Acute Cate Department

Compared to the general population, patients in the Acute Care Departments more often have elevated suPAR levels due to presence of disease. And the higher the suPAR level, the more severe is the disease and the higher is the risk of readmission and mortality5 .

In the Acute Care Departments, shortened hospital stays and a reduced number of beds cause a large patient turnover. For optimal treatment and observation of patients admitted to the Acute Care Departments, a proper risk assessment is needed to ensure that the most ill patients are prioritized and are quickly

4 Haastrup E, Grau K, Eugen-Olsen J, Thorball C, Kessing LV, Ullum H. Soluble urokinase plasminogen activator receptor as a marker for use of antidepressants.PLoS One. 2014 Oct 20;9(10):e110555.

5 Rasmussen, L. J. H. et al. Unpublished data. (2015).

examined and put under a more careful observation. Moreover, unnecessary admissions and the complications from these (functional decline, delirium, and hospital acquired infections) are avoided by identifying those patients who can be discharged.

Kaplan–Meier plot showing survival according to suPAR level among men in the general Danish population. For each age group (41, 51, 61 and 71 years), suPAR was divided into quartiles. The darkest grey line (1. suPAR quartile) refers to individuals with suPAR in the lowest quartile (0–25%). Similarly, the lightest grey line (4. suPAR quartile) refers to individuals with the highest suPAR level.The Y-axis illustrates number of individuals alive (1.0 = 100%). The X-axis shows the age of the individuals.

The horizontal green dotted line drawn at 80% shows that one in five individuals have died at age 60 in the highest suPAR quartile whereas, in the lowest suPAR quartile, one in five men has died at age 75. Thus, 15 years shorter life for those in the highest suPAR quartile compared to those in the lowest suPAR quartile.

Source: Eugen-Olsen et al, JIM 2010

² Eugen-Olsen J, Ladelund S, Sørensen LT. Plasma suPAR is lowered by smoking cessation: a randomized controlled study. Eur J Clin Invest. 2016 Apr;46(4):305-11.

³ Haupt TH, Kallemose T, Ladelund S, Rasmussen LJ, Thorball CW, Andersen O, Pisinger C, Eugen-Olsen J. Risk factors associated with serum levels of the inflammatory biomarker soluble urokinase plasminogen activator receptor in a general population. Biomark Insights. 2014 Dec 16;9:91-100.

Selected financial information

ViroGates´ financial performance for the financial years 2016 and 2017 are presented below. The information is collected from the Company's audited financial statements for 2016 and 2017, which have been prepared in accordance with the provisions of the Danish Financial Statements Act for enterprises in reporting class B, with additional choice of rules relating to reporting class C. Financial information relating to the quarterly period January 1 - March 31, 2018 and the corresponding period in 2017 have been derived from the Company's interim report for the period January 1–March 31, 2018 which has been prepared in accordance with the Danish Financial Statement Act. The financial figures for the first quarter of 2018 in the quarterly report for the first quarter of 2018 have been reviewed by the Company´s auditor. The financial figures for the first quarter of 2017, as well as the key indicators for all periods have not been audited or reviewed in outline by the Company's auditor.

		January - March
	reviewed	unaudited	audited
DKK´000	2018	2017	2017	2016
Net revenue	574	1,202	2,441	3,686
Cost of sales	-64	-84	-271	-356
Other external expenses	-2,083	-1,577	-6,435	-6,832
Gross profit/loss	-1,574	-460	-4,265	-3,502
Staff cost	-1,143	-816	-3,308	-3,336
Depreciation, amortization and impairment	-31	-25	-119	-99
Operating loss	-2,748	-1,300	-7,691	-6,937
Other financial income	2	0	16	69
Other financial expenses	-218	-9	-22	-30
Loss before tax	-2,964	-1,309	-7,697	-6,898
Tax on profit/loss for the period	652	288	1,710	1,495
Loss for the period	-2,312	-1,021	-5,987	-5,403

Income statement for ViroGates A/S

Balance sheet for ViroGates A/S

	January - March		Full year
	reviewed	unaudited	audited
DKK´000	2018	2017	2017	2016
Assets
Other plant, machinery, tools and equipment	211	206	243	232
Tangible fixed assets	211	206	243	232
Rent deposit and other receivables	110	108	108	105
Fixed asset investments	110	108	108	105
Fixed assets	321	314	350	337
Finished goods and goods for resale	601	561	694	451
Inventories	601	561	694	451
Trade receivables	433	380	367	1,661
Other receivables	29	1,090	329	185
Receivables, corporation tax	2,362	1,783	1,710	1,495
Prepayments and accrued income	173	97	60	45
Receivables	2,997	3,351	2,467	3,386
Cash and cash equivalents	10,264	6,053	1,466	7,823
Current assets	13,863	9,965	4,627	11,660
Assets	14,184	10,279	4,978	11,997
Equity and liabilities
Share capital	2,210	2,210	2,210	2,210
Retained profit	-1,525	5,753	787	6,775
Equity	685	7,963	2,997	8,985
Convertible loan	10,893	0	0	0
Trade payables	718	365	262	1,356
Other liabilities	1,887	1,951	1,718	1,656
Current liabilities	13,499	2,316	1,980	3,012
Liabilities	13,499	2,316	1,980	3,012
Equity and liabilities	14,184	10,279	4,978	11,997

The Company owns 2,582 treasury shares of nom. 1 DKK, which equals 0.1% of the total share capital.

Cash flow statement ViroGates A/S

	January - March		Full year
	reviewed	unaudited	audited
DKK´000	2018	2017	2017	2016
Profit/loss for the year	-2,312	1,021	-5,987	-5,403
Reversed depreciation of the year	31	25	119	99
Reversed tax on profit/loss for the year	-652	-288	-1,710	-1,495
Corporation tax received	0	0	1,495	1,226
Change in inventory	93	-109	-243	47
Change in receivables	119	314	1,135	-1,138
Change in current liabilities (ex bank and tax)	625	-689	-1,033	-13
Cash flows from operating activities	-2,095	-1,769	-6,224	-6,677
Purchase of tangible fixed assets	0	0	-130	0
Purchase of financial assets	0	0	-2	-2
Cash flows from investing activities	0	0	-132	-2
Loans	10,893	0	0	0
Cash flow from financing activities	10,893	0	0	0
Change in cash and cash equivalents	8,798	-1,769	-6,357	-6,679
Cash and cash equivalents at beginning of period	1,466	7,823	7,823	14,502
Cash and cash equivalents at end of period	10,264	6,053	1,466	7,823
Specification of cash and cash equivalents at end of period
Cash and cash equivalents	10,264	6,053	1,466	7,823
Cash and cash equivalents, net debt	10,264	6,053	1,466	7,823

Key indicators

	January - March			Full year
	reviewed	unaudited	audited
DKK´000	2018	2017	2017	2016
Net sales	574	1,202	2,441	3,686
Operating earnings	-2,748	-1,300	-7,691	-6,937
Earnings before tax	-2,964	-1,309	-7,697	-6,898
Net earnings	-2,312	-1,021	-5,987	-5,403
Earnings per share before dilution (DKK/share)	0	0	0	0
Earnings per share after dilution (DKK/share)	0	0	0	0
Average number of shares before dilution	2,210,172	2 210 172	2,210,172	2,210,172
Average number of shares after dilution	2,427,687	2,423,287	2,426,587	2,422,187
Equity ratio, %	5	77	60	75
Dividend per share (DKK/share)	0	0	0	0
Number of employees end of period	4	4	4	4

Definitiions

Operating earnings Operating income less operating expenses plus depreciation and amortization Earnings before tax Operating earnings less net financials Earnings per share before dilution (DKK/share) Profit/loss for the period divided by the average number of shares before dilution Earnings per share after dilution (DKK/share) Profit/loss for the period divided by the average number of shares after dilution Average number of shares before dilution Average number of issued shares before dilution during the period Average number of shares after dilution Average number of issued shares after dilution during the period Equity ratio, % Equity divided by total assets Dividend per share (DKK/share) Dividends divided by average number of shares during the period

Comments on the selected financial information

For the comments on the three-month period ended 31 March 2018 compared to the three-month period ended 31 March 2017 the following applies: Amounts which are stated without parenthesis refer to the period 1 January, 2018 to 31 March, 2018 while amounts within parenthesis refer to the period 1 January, 2017 to 31 March, 2017.

For the comments on year ended 31 December, 2017 compared to the year ended 31 December, 2016 the following applies: Amounts which are stated without parenthesis refer to the period 1 January, 2017 to 31 December, 2017 while amounts within parenthesis refer to the period 1 January, 2016 to 31 December, 2016.

OPERATING RESULTS

Three-month period ended 31 March 2018 compared to the three-month period ended 31 March 2017.

ViroGates's income statement for the first quarter fiscal year 2018 (1 January to 31 March 2018) shows a net loss of TDKK 2,312, against a net loss of TDKK 1,021 in the previous fiscal year.

Revenues decreased to TDKK 574 during the first quarter fiscal year 2018, from TDKK 1,202 the previous fiscal year. This was mainly due to the impact of the new Sundhedsplatform implemented from the second quarter 2017, in the capital region of Denmark, which meant that the ordering of suPAR tests at the largest account changed from automatically to be ordered manually as a separate process. This led to a decrease in the test volume. The problem has not been solved yet but risk mitigation in terms of reminders to the Acute Care staff has been put in place and the Company expects volumes to increase over the next quarters.

Cost of sales remained at the same level as the first quarter of 2017.

Other external expenses increased to TDKK 2,083 (TDKK 1,577), mainly driven by the costs of R&D. Personnel expenses increased to TDKK 1,143 (TDKK 816) during the first quarter of fiscal year 2018, mainly because of an increase in the number of full time employees.

During the first quarter of fiscal year 2018 the Company showed an operating loss of TDKK 2,748 (TDKK 1,300).

Net financial items amounted to TDKK -218 (TDKK 9), where the increase relates to interest on the convertible loan.

ViroGates's tax credit during the first quarter of fiscal year 2018 amounted to TDKK 652 (TDKK 288).

Year ended 31 December 2017 compared to the year ended 31 December 2016.

ViroGates's income statement for fiscal year 2017 (1 January 2017 to 31 December 2017) shows a net loss of TDKK 5,987, against a net loss of TDKK 5,403 in the previous fiscal year.

Revenues decreased to TDKK 2,441 (TDKK 3,686) due to the impact of the new Sundhedsplatform implemented from the second quarter 2017. The Company expect that the impact in 2018 will be slightly less. See also above.

Cost of sales remained at the same level as the fiscal year 2016

Other external expenses decreased to TDKK 6,435 (TDKK 6,832 in fiscal year 2017, mainly due to costs relating to the company's investment in an Acute Care interventional study, mainly conducted in 2016.

Personnel expenses amounted to TDKK 3,308 (TDKK 3,336) during the fiscal year.

In fiscal year 2017, ViroGates recorded an operating loss of TDKK 7,691 against an operating loss of TDKK 6,937 in fiscal year 2016.

Net financials amounted to TDKK -6 (TDKK 39) in fiscal year 2017, mainly due to the negative interest on bank deposits.

In fiscal 2018, ViroGates recorded an R&D tax credit of TDKK 1,710 (TDKK 1,495).

ASSETS

Three-month period ended 31 March 2018 compared to the three-month period ended 31 March 2017.

As of 31 March 2018, the Company's total assets amounted to TDKK 14,481 (TDKK 10,279). The Company's fixed assets amounted to TDKK 321 (TDKK 314). Current assets amounted to TDKK 13,863 (TDKK 9,965). At the end of the three-month period, the Company had cash and cash equivalents of TDKK 10,264 (TDKK 6,053).

Year ended 31 December 2017 compared to the year ended 31 December 2016.

As of 31 December 2017, the Company´s total assets amounted to TDKK 4,978 (TDKK 11,997). The Company's fixed assets at the closing date were TDKK 350 (TDKK 337). Current assets at 31 December, 2017 amounted to TDKK 4,627 million (TDKK 11,660). The Company had cash and cash equivalents of TDKK 1,466 (TDKK 7,823) at year-end.

The company has non-capitalized deferred tax assets of MDKK 58.6 at 31 December, 2017, of which MDKK 58.6 relates to tax losses that can be carried forward indefinitely.

EQUITY AND LIABILITIES

Three-month period ended 31 March 2018 compared to the three-month period ended 31 March 2017.

Shareholders' equity as of 31 March 2018, amounted to TDKK 685 (TDKK 7,963). The increase is attributable to the net loss for the period. A convertible loan of TDKK 10,893 was established in 2017 and was made available 20 February 2018 by the Company's existing shareholders.

Current liabilities amounted to TDKK 13,499 (TDKK 2,316), consisting primarily of the convertible loan and interest hereon.

Year ended 31 December 2017 compared to the year ended 31 December 2016.

As of 31 December 2017, Shareholders' equity amounted to TDKK 2,997 (TDKK 8,985). The decrease is attributable to the net loss for the year amounting to TDKK 5,987.

Current liabilities of TDKK 1,980 (TDKK 3,012), mainly consist of trade and other payables (accrued holiday pay and prepayment from an EU funded project (HEMOSPEC).

CASH FLOW

Three-month period ended 31 March 2018 compared to the three-month period ended 31 March 2017.

Cash flow from operating activities was TDKK -2,095 (TDKK 1,770), mainly due to the net loss for the quarter. Cash flow from investing activities for the first quarter of fiscal year 2018 amounted to TDKK 0,0 (TDKK 0,0). Cash flow from financing activities the first quarter of fiscal year 2018 amounted to TDKK 10,893 (TDKK 0,0), due to the convertible loan. The total net cash flow for the quarter ended 30 March 2018 amounted to TDKK 8,798 (TDKK 1,770).

Year ended 31 December 2017 compared to the year ended 31 December 2016.

Cash flow from operating activities amounted to TDKK -6,224 (TDKK -6,677), mainly due to the net loss and changes in payables. Cash flow from investment activities for the fiscal year totaled TDKK 132 (TDKK -2). Cash flow from financing activities for the fiscal year was TDKK 0 (TDKK 0). The total net cash flow for the year that ended 31 December 2017 totaled TDKK -6,357 (TDKK -6,679).

INVESTMENTS

Three-month period ended 31 March 2018 compared to the three-month period ended 31 March 2017 Net investments in PP&E amounted TDKK 0 (TDKK 0).

Year ended 31 December 2017 compared to the year ended 31 December 2016

Net investments in PP&E amounted to TDKK 130 (TDKK 0) and relates to investments in research equipment and tools.

CURRENT AND PLANNED INVESTMENTS.

ViroGates has minor net investments in fixed assets ongoing and planned.

NON-CURRENT ASSETS

As of 31 December, 2017, ViroGates's PP&E totaled TDKK 242, largely consisting of research equipment and tools. The Company's financial assets as of this date amounted to TDKK 2,575, mainly made up by receivables.

SIGNIFICANT EVENTS SINCE 31 MARCH 2018

Since 31 March 2018 no events have occurred which could materially change the assessment of the quarterly or the annual report.

TRENDS

The global healthcare expenses are continuously rising and ViroGates' product solutions are an effective way to potentially mitigate unwarranted admissions in the Acute Care field. ViroGates expect this trend to continue and commit to further spending R&D resources in both product development and clinical studies to further elucidate the cost effectiveness of its patented product solutions. The board of ViroGates expect that this trend will continue for the foreseeable future rendering ViroGates product offerings important for years to come. To the best of the Board's knowledge, in addition to what is mention in the section "Risk factors", no other known trends, uncertainties, potential claims or other demands, commitments or events are expected to have a material impact on the Company's future prospects. Nor is ViroGates aware of any official, economic, fiscal, monetary or other political measures that, directly or indirectly, have had a significant impact, or that could materially impact the Company's operations.

Capitalization, indebtedness and other financial information

The tables in this section describe the Company's interest-bearing receivables and liabilities as of March 31, 2018. See section "Share capital and ownership structure" for further information about the Company's share capital and shares. The tables in this section should be read together with "Comments on the selected financial information" along with the Company's financial statements and accompanying notes which are incorporated in this Prospectus by reference. ViroGates A/S was founded on 1 November, 2000 and is registered in Denmark. The information for ViroGates is collected from the reviewed interim report for the period 1 January - 31 March, 2018 (incorporated in this Prospectus).

	ViroGates A/S
Shareholder´s Equity and Liabilities	31 March 2018
	DKK
Sum current debt	13,498,931
Guaranteed	0
Secured	0
Unguaranteed/unsecured	13,498,931
Sum non-current debt	0
Guaranteed	0
Secured	0
Unguaranteed/unsecured	0
Shareholder´s Equity	685,285
Share capital	2,210,172
Retained earnings	-1,524,887

		ViroGates A/S
	Net indebtedness	31 March 2018
		DKK
(A)	Cash	10,264,302
(B)	Cash equivalents	0
(C)	Trading securities	0
(D)	Liquidity A + B + C	10,264,302
(E)	Current financial receivables	3,056,553
(F)	Current bank debt	0
(G)	Current portion of non-current debt	0
(H)	Other current financial debt	13,498,931
(I)	Other current financial debt F + G + H	13,498,931
(J)	Net current financial indebtedness I - E - D	178,076
(K)	Non-current bank loans	0
(L)	Bonds issued	0
(M)	Issued convertible debentures	0
(N)	Other non-current financial debt	0
(O)	Non-current financial indebtedness K + L + M + N	0

CAPITALIZATION (AS OF MARCH 31, 2018)

As of 31 March 2018, the last reporting date before the Offering, Shareholder's equity in ViroGates A/S amounted to TDKK 33 and interest-bearing debt amounted to TDKK 11,099.

NET INDEBTEDNESS (AS OF MARCH 31, 2018)

As of 31 March 2018, the last reporting date before the Offering, ViroGates A/S´ cash and cash equivalents amounted to TDKK 10,264. The Company's debt as of 31 March 2018 was TDKK 10,499.

WORKING CAPITAL

According to the assessment by the Board of Directors, the working capital as per 31 March 2018 is insufficient for the capital need for the next twelve months. Given the current business plan, the Company estimates that the deficit in the working capital for the next twelve months amounts to around TDKK 15,000.

The working capital needs for the next twelve months is to be met by the net receipts from issue of new shares carried out in connection with the Offering, which could provide the Company with a maximum of TDKK 71,180 after transaction costs. If the Offering is carried through, also at the minimum Offering, the Company will have sufficient working capital available for the Company´s planned activities for at least twelve months after the first date of trading on Nasdaq First North Denmark. It is the Company´s long term financial objective to be cash flow positive by the end of 2020.

In the event that the Offering is not carried through, the Company will review its current business plan, and raise new equity through existing major shareholders and new investors.

RESTRICTIONS IN USE OF CAPITAL

To the best of the Company´s knowledge, there is no restrictions regarding the use of capital that would materially affect the Company's operations.

Board of Directors, senior executives and auditors

BOARD OF DIRECTORS

According to the Articles of Association, the Board of Directors shall consist of not less than three (3) and not more than eight (8) Board members. The Company's Board of Directors currently consists of four (4) ordinary members, including the Chairman, without deputies. All Board members are elected for a term of one year and may be re-elected. The Board of Directors elects a chairman. In case of parity of votes, the chairman has the casting vote. Currently, the Company has no employee representatives on the Board of Directors. Lars Kongsbak, Jørgen Thorball, Bernd Peter Uder are independent in relation to the Main Owners of the Company. Lars Krogsgaard is one of the Main Owners of the Company with 10.98% of the shares. None of the Directors of the Board hold management positions or perform material consultancy services for the Company and are thereby deemed independent of the Company.

Business address of board members

The business address for the current members of the Board of Directors is Blokken 45, 3460 Birkerød in the Municipality of Rudersdal, Denmark.

Dr. Lars Kongsbak (Chairman)

Born 1961. Chairman of the Board since 2015.

• Training and experience: Lars Kongsbak is currently president and CEO of Samplix A/S. Lars was previously President & CEO of Exiqon A/S (Nasdaq OMX, EXQ). Exiqon was acquired by QIAGEN QGEN (NYSE) in 2017. Lars tenure with Exiqon started 2000 and he served the last 12 years as President and CEO. Prior to that Lars worked at Novozymes A/S and Novo Nordisk A/S. Lars Kongsbak holds a Ph.D. in molecular biology from DTU and a master of biology from KU.
• Current assignments: President and CEO of Samplix A/S (2017 ), Board Member Blue-Bee (2017 - ).
• Completed assignments (past five years): President and CEO of Exiqon (2003 2016)
• Shareholding: 0 shares, 43,940 warrants

Lars Krogsgaard

Born 1967. Member of the Board since 2016

• Training and experience: Lars Krogsgaard has worked with private equity investments for 20 years and has been an active investor in more than twenty-five companies and, inter alia, served on the board of these companies. He has a documented value creating track record as investor and owner of these Nordic companies. Lars holds an MBA in Finance and International Business from the Stern School of Business at New York University and a BSc in Economics from Copenhagen Business School. Lars Krogsgaard joined the board as non-executive director.
• Current assignments: Board member in Daintel (2014 ), Samplix A/S (2018 ).
• Completed assignments (past five years): Board member in Network Service for Truelinked (2014 - 2018).
• Shareholding: 242,688 shares, 0 warrants

Dr. Jørgen Thorball MD

Born 1962. Member of the Board since 2001

• Training and experience: Dr. Jørgen Thorball MD is managing partner of XOventure GmbH, and is co-founder of ViroGates and Chairman of the Board in 2001-2015. Jørgen has held the position as Vice President of Business Development at Novozymes, and before that Director and Founder of BioGaia HealthCare and more recently board member of BioGaia AB [STO: BIOG-B], as well as many other international corporate management positions in the pharmaceutical industry. He has a range of inventions of medical applications behind him and is founder of numerous companies in the Life Science Industry over the years.
• Current assignments: Chairman of 3Brain AG (2017 ), Founder of Rigi.Care (2017 ), Managing Partner at XOventure GmbH (2007 - ), Board member at Retipharma (2018 - ), Founder and Board member at 1CryoBio AG (2013 - )
• Completed assignments (past five years): CEO and Co-founder of Ophiuchus Technologies AG (2013 - 2015), Inventor and Board member at BioGaia AB (2007 - 2015), Co-founder and Board member at YourGlobalEye Aps (2009 - 2018), Chairman of Immudex A/S (2009 - 2014).
• Shareholding: 10,204 shares, 21,970 warrants

Bernd Peter Uder

Born 1957. Member of the Board since 2015

• Training and experience: Bernd Uder, formerly Senior Vice President and Managing Director at QIAGEN (QGEN - NYSE), today Managing Director of Uder Corporation. Bernd Uder joined the board as non-executive director. Bernd Uder has extensive international general management and sales & marketing experience during a more than 30-year career in the life science and diagnostic industry. During his career he spent 14 years at QIAGEN, and prior to that 17 years with Amersham Pharmacia Biotech.
• Current assignments: Owner Uder Consulting (2014 ), Founder and owner Uder Corporation: Advisory & Design (2013 - ).
• Completed assignments (past five years): Senior Advisor Qiagen NV (2013 2014)
• Shareholding: 0 shares, 21,970 warrants

MANAGEMENT

Jakob Knudsen

Born 1968. CEO since 2011

• Training and experience: Jakob Knudsen was previously CCO & CFO of Egalet a company listed at Nasdaq in NY. Egalet is focused on development and commercialisation of pain products (opioids). Jakob oversaw all commercial operations including IP and Financing, and was responsible for entering into multiple commercial collaborations (licensing and feasibility stage agreements). In addition, Jakob closed several rounds of financing. Prior to this Jakob was heading the Corporate Business Development function at ALK-Abelló A/S, a Danish biopharmaceutical company. Jakob was responsible for ALK's deals for its allergy tablet portfolio, and over his 9-year tenure was involved with ALK's acquisitions made over the years with target companies in Switzerland, France, New York and a joint venture in Germany. He was also responsible for concluding the biggest licensing deal at ALK, valued at more than EUR 1 billion. Jakob was responsible for setting up ALK-Abelló's Chinese subsidiary. Jakob has additionally held responsibility for various sales and marketing functions. Jakob is a lawyer by training and he also holds an MBA from Imperial College, UK.
• Current assignments: non-executive director, Expres2ion Biotech Holding AB (Nasdaq: "EXPRES2"), Non-executive director PV Fonden
• Completed assignments (past five years): -
• Shareholding: 4,640 shares, 63,725 warrants

Dr. Jesper Eugen-Olsen, PHD

Born 1963. Co-founder. CSO since 2001

• Training and experience: Jesper has more than 30 years of research experience and is author/ coauthor of +150 peer reviewed scientific publications and 12 patents, H-index 44, citations +6350. Jesper has been supervisor for 14 PhD students (3 ongoing), and principal investigator at Copenhagen University Hospital Hvidovre since 1996. Jesper has been appointed as Independent expert and evaluator for EU FP7, EDCTP, and Horizon 2020 since 2014 as well as International coordinator or responsible participant in FP6 and FP7 EU financed projects. Reviewer for approx. 40 journals.
• Current assignments: -
• Completed assignments (past five years): Executive director of the board of ViroGates A/S, Chairman of the board of Homerun Media ApS.
• Shareholding: 159,769 shares, 54,925 warrants

May Britt Dyvelkov

Born 1960. CFO since 2008

• Training and experience: May Britt Dyvelkov have been working in finance her entire career. She has been in leading financial positions for several IT companies, most recently as CFO of the Icelandic IT reseller Kerfi A/S (since 2001). Prior to joining Kerfi she held the position of CFO in EET Nordic for 6 years. May has been creating financial systems and implemented them to fit companies growing from 7 to 70 employees and has been part of several mergers and acquisitions.
• Current assignments: -
• Completed assignments (past five years): -
• Shareholding: 1,325 shares, 10,985 warrants

Dr. Thomas Krarup ,PhD

Born 1963. VP Global Sales & Marketing since 2018

• Training and experience: Thomas holds a PhD in cell biology from Copenhagen University, Denmark, and Syracuse University, USA (1996); as well as a CBA from AVT Business School (2005). Since 1997, Thomas has worked in the life science and clinical diagnostics environments for major companies including Radiometer Medical, Becton Dickinson and Roche Diagnostics, as well as for smaller companies including Oncotech, Exiqon and ChemoMetec. In these companies he has held positions within scientific marketing, licensing, business development and sales. Some of these positions comprised leadership-in-line as well as distributor management.
• Current assignments:
• Completed assignments (past five years):
• Shareholding: 0 shares, 0 warrants

Statement on past records

During the past five years, none of the members of the Board of Directors or the Management has been (i) convicted of fraudulent offences or (ii) served as officer in any company that has entered into bankruptcy, receivership or liquidation or (iii) subject to any official public incriminations and/ or sanctions by statutory or regulatory authorities (including designated professional bodies) or (iv) disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer.

Statement of conflict of interest

The Company is not aware of any family ties among the members of the Board of Directors or Management. The Company is not aware of any agreements or understanding among Major Shareholders, customers, suppliers or others with respect to election of members of the Board of Directors or appointment of Management.

No actual or potential conflict of interest exists between any duties of the members of the Board of Directors or Management towards the Company and these persons' private interests and/or duties to other persons.

REMUNERATION AND BENEFITS

The Company has since its inception in 2000 used a combination of fixed remuneration and variable remuneration and share-based payments in the form of warrants as a supplement. The Company has adopted general guidelines for incentive payment of board members and managers in accordance with the Danish Companies Act § 139. Reference is made to the section ("Board Practices – Incentive Guidelines") below.

During 2017, the members of the Board of Directors received an aggregate cash remuneration of DKK 375,000. During 2017, the Company recognised share-based remuneration totalling DKK 0 for warrants issued to members of the Board of Directors.

The Company has not granted any loans, issued any guarantees or made any other commitments in respect of the Board of Directors or any member thereof. No exceptional agreements, including agreements regarding extra bonus schemes, have been concluded between the Company and any member of the Board of Directors, and no member of the Board of Directors is entitled to any compensation upon termination of his or her term.

There are no amounts set aside or accrued by the Company to provide pension, retirement or similar benefits for members of the Board of Directors and the Company has no current obligations to do so.

The aggregate cash remuneration to the current Management for 2017 totaled DKK 2,408,400. During 2017, the Company recognised share-based remuneration totaling DKK 0 for warrants issued to the current Management.

AUDITOR

The auditor shall review the Company's annual reports and accounting, as well as the management by the Board of Directors and the CEO. Following each fiscal year, the auditor shall submit an audit report and a consolidated audit report to the annual shareholders' meeting. The Company´s auditor shall be a state authorized accountant or registered auditing firm.

Remuneration to Board of Directors and Management of ViroGates A/S during the financial year 2017

		Fee	Basic salary	Pension	Total	Share based
Name	Position	(DKK)	(DKK)	(DKK)	(DKK)	payment
Board of Directors
Lars Kongsbak	Chairman	150,000	-	-	150,000	-
Bernd Peter Uder	Board member	75,000	-	-	75,000	-
Lars Krogsgaard	Board member	75,000	-	-	75,000	-
Jørgen Axell Thorball	Board member	75,000	-	-	75,000	-
Sum		375,000	-	-	375,000	-
Management
Jakob Ole Knudsen	CEO	-	1,138,901	115,099	1,254,000	-
Other members of Management team*		-	1,094,991	59,409	1,154,400	-
Sum		-	2,233,892	174,508	2,408,400	-
Total		375,000	2,233,892	174,508	2,783,400	-

* refers to Jesper Eugen-Olsen and May Britt Dyvelkov. Thomas Krarup was not an employee during 2017

ViroGates´ auditor during the fiscal year 2017 and 2016 was Jesper Buch. Jesper Buch is State Authorised Public Accountant and member of FSR, from the auditing company BDO Statsautoriseret revisionsaktieselskab.

In the fiscal year 2017, the total compensation paid to the Company's auditing firm was DKK 70,000.

CURRENT EMPLOYMENT AGREEMENT FOR THE CEO

ViroGates has entered into an employment agreement with the CEO Jakob Knudsen on 25 February 2011. The agreement has been supplemented with addendum 1 of 19 February 2018 and addendum 2 of 28 March 2018. The employment agreement set out the following key terms;

Remuneration

The CEO is entitled to a fixed monthly salary of DKK 104,500 and an annual bonus to be awarded at the discretion of the board of directors. The bonus is calculated based on the reported revenue and EBIT of ViroGates. Further, the CEO is entitled to an additional bonus comprising three months salary for 2018.

Competition

The CEO is obligated to refrain from participating in any competing activities.

Termination

The employment contract may be terminated by ViroGates with six months written notice and by the CEO with two months notice.

THE DANISH CODE OF CORPORATE GOVERNANCE

There are currently no requirements for companies whose shares are admitted for trading on Nasdaq First North Denmark to comply with the "Danish Code of Corporate Governance". The Company has no intention of applying the Danish Code of Corporate Governance, other than in the situations considered to be relevant to the Company.

ViroGates has no audit committee or remuneration committee. The Board of Directors resolves on the appointment and remuneration of the CEO and other senior executives.

BOARD PRACTICES

The Board of Directors is entrusted with the ultimate responsibility for the Company and the supervision of the Management. Board duties include establishing policies for strategy, accounting, organisation and finance, and the appointment of management. The articles of association stipulate that the Board of Directors is elected by the Company's shareholders at the annual general meeting and members are elected for one-year terms. Members may stand for re-election for successive terms. The Board of Directors shall consist of not less than three and no more than eight members elected by the Company's shareholders at the general meeting.

The Board of Directors convenes regularly and conducts its business according to its rules of procedure. Regular board meetings include an in-depth report from Management to the Board of Directors regarding the Company's operations status and progress.

All board members are elected until the next annual general meeting. The board follows the rules of procedure and the board has issued management instructions that are updated at least once annually.

Description of procedures and internal control over financial reporting

The Board of Directors and the Management are ultimately responsible for the Company's risk management and internal controls in relation to its financial reporting, and approve the Company's general policies in that regard. The Management is responsible for the effectiveness of the internal controls and risk management and for the implementation of such controls aimed at mitigating the risk associated with the financial reporting.

The Company has internal control and financial reporting procedures aimed at enabling it to monitor its performance, operations, funding and risk. While the Company continues to improve its procedures and internal control, including documentation of the internal control systems, the Company believes that its reporting and internal control systems enable it to be compliant with disclosure obligations applying to issuers of shares admitted to trading on Nasdaq First North Denmark.

The Company's internal control and financial reporting procedures include, among other things:

• Monthly financial information, including income statement, balance sheet, cash flow results and actual amounts compared with budgeted performance, latest forecast and explanations of any material deviations. The monthly financials are reported to the Management.
• Monthly highlight reports, including key performance indicators and general corporate activities on actual performance compared with budgeted performance and previous year's performance and explanations of any material deviations. The monthly highlights are reported to the Management.

• Quarterly detailed review of accruals for trials relating to activities performed by Clinical Research Organizations (CROs) and other external vendors.

• Liquidity management is executed on a daily basis, with a view to securing the Company's required liquidity through appropriate cash management, and maintaining adequate liquidity reserves at any time. As part of the liquidity management, the Company applies controls regarding cash disbursements based on a defined level-of-authority.

• Centralised planning processes including a centrally driven budget process with bottom-up input from all project managers responsible for the individual projects and from Management in respect of corporate activities, and updated "full year estimates".
• On a quarterly basis, a detailed reporting of financial information and project development is reported to the Board of Directors.] [Auditor to comment]

Committees

The Board of Directors has not established any committees.

External audit

The Company's independent auditors are appointed for a term of one year by the shareholders at the Company's annual general meeting. The Board of Directors assesses the independence and competencies and other matters pertaining to the auditors. The framework for the auditors' compensation and duties, including audit and non-audit tasks, is agreed annually between the Board of Directors and the Company's auditors. The Company has regular dialogue and exchange of information with its auditors.

Incentive Guidelines

In accordance with section 139 of the Danish Companies Act, the Company's General Meeting has approved Incentive Guidelines.

The Incentive Guidelines lay down the principles governing remuneration of, and provides general guidelines for incentive pay to, the members of the Board of Directors and Management as required under the Danish Companies Act.

The overall object of the Incentive Guidelines is to ensure alignment of interest between the Company and its Board of Directors, Management and shareholders, and with the object to maintain the motivation of the Board of Directors and Management for achieving the targets set by the Company.

The guidelines apply to incentive payments to members of the Board of Directors and Management in the Company and its subsidiaries.

The Board of Directors may decide to allocate warrants to a board member or member of Management and decide the exercise price and the terms of the warrants within the limits set out in the Incentive Guidelines. The allocation of warrants may be dependent on fulfilment of milestones and may be subject to a vesting period.

The Board of Directors shall consider the remuneration at frequent intervals.

The Incentive Guidelines are available at the Company's website: www.virogates.com.

Share capital and ownership structure

Set forth below is an overview of certain information concerning the share capital of the Company as well as a description of certain provisions of the articles of association and relevant provisions of the Danish Companies Act (in Danish: Selskabsloven). The overview includes certain references to and descriptions of material provisions of the articles of association and Danish law in effect as of the Prospectus Date. The overview should be read in conjunction with the full text of the Company's articles of association and in the context of applicable Danish law.

GENERAL INFORMATION

The Company's registered share capital as of the Prospectus Date is nominal DKK 2,210,172 divided into 2,210,172 shares of nominal DKK 1 each. Following completion of the Offering the share capital will amount to minimum nominal DKK 2,869,513 and maximum nominal DKK 3,034,347 if the Offering is fully subscribed.

The Shares are denominated in Danish kroner. The Shares are not divided into share classes and all Shares rank pari passu in respect of voting rights, pre-emption rights, redemption, conversion and restrictions or limitations according to the Articles of Association of eligibility to receive dividend or proceeds in the event of dissolution and liquidation. No Shares carry special rights. All Shares are issued and fully paid up and freely transferable. Each Share entitles its holder to one vote at General Meetings.

Takeover bids

No public mandatory or voluntary takeover offers have been made by any third party pursuant to the Capital Markets Act in respect of the Shares during the past or current financial year.

Neither the Articles of Association nor the Company's memorandum of association contains provisions that are likely to have the effect of delaying, deferring or preventing a change in control of the Company.

The Board of Directors has not adopted a set of guidelines for the handling of takeover bids.

THE OFFER SHARES

Number of shares

Provided that the Offering is fully subscribed, the share capital will increase by DKK 824,175, from DKK 2,210,172 to DKK 3,034,347, divided into a total of 3,034,347 shares. The Offer Shares correspond to 27 percent of the share capital and votes in the Company following the issuance if the Offering is fully subscribed.

Type and class of the Offer shares

The Company only has one class of shares. All Shares have equal rights.

Application has been made for the Offer Shares and the Existing Shares to be admitted to trading on Nasdaq First North Denmark under the ISIN DK0061030574.

Governing law and jurisdiction

The Offer Shares will be issued in accordance with Danish law. This Prospectus has been prepared in compliance with the standards and requirements of Danish law, including the rules issued by Nasdaq First North.

Any dispute that may arise as a result of the Offering is subject to the exclusive jurisdiction of the Danish courts.

Currency

The Offer Shares are denominated in DKK.

Rights attached to the Offer Shares

Dividend rights and share of the Company´s profits

All shares in the Company carry equal rights to dividends and share of the Company´s profits. Each Offer Share entitles its holder to receive distributed dividends and will confer on the holder the right to receive dividends from the financial year 2018.

The Company has to date not declared or paid any dividends and the Company currently intends to retain all available financial resources and any earnings generated by the operations for use in the business and the Company does not anticipate paying any dividends in the foreseeable future. The payment of any dividends in the future will depend on a number of factors, including future earnings, capital requirements, financial condition and future prospects, applicable restrictions on the payment of dividends under Danish law and other factors that the Board of Directors may consider relevant.

The Company's dividends, if declared, are paid in DKK to the shareholder's account set up through VP Securities. There are no dividend restrictions or special procedures for non-resident holders of the Company's Shares. Dividends which have not been claimed within three years from the time they are payable are forfeited and all such dividends will accrue to the Company.

Voting rights

The Offer Shares are issued with a nominal value of DKK 1 each. Each Share gives the holder the right to one vote at the Company's General Meetings.

Dissolution and liquidation

In the event of dissolution and liquidation of the Company, the holders of Offer Shares will be entitled to participate in the distribution of assets in proportion to their nominal shareholdings after payment of the Company's creditors.

Resolutions, authorisations and approvals of the Offering

The decision to apply for the Offer Shares to be traded on Nasdaq First North Denmark and this Prospectus, has been approved by the Board of Directors at a board meeting held on the Prospectus Date, 4 June 2018.

Negotiability and transferability of the Shares

The Offer Shares are negotiable instruments and no restrictions

under Danish law will apply to the transferability of the Shares. The Company's Articles of Association do not contain any transfer restrictions.

Pre-emption rights

Under Danish law, all shareholders have pre-emptive subscription rights in connection with capital increases carried out as cash contributions. An increase in the share capital can be resolved by the shareholders at a General Meeting or by the Board of Directors pursuant to an authorisation given by the shareholders. In connection with an increase of the Company's share capital, the shareholders may, by resolution at a General Meeting, approve deviations from the general Danish pre-emptive rights of the shareholders. Under the Danish Companies Act, such resolution must be adopted by the affirmative vote of shareholders holding at least a two-thirds majority of the votes cast and the share capital represented at a General Meeting. Furthermore, it is a prerequisite that the capital increase is subscribed for at market price. The Board of Directors is authorised to increase the Company's share capital in one or more issues at market price without pre-emptive rights to the shareholders. See section "Authorisations to the Board of Directors".

The exercise of pre-emptive rights may be restricted for shareholders resident in certain jurisdictions, including but not limited to the United States, Canada, Japan and Australia, unless the Company decides to comply with applicable local requirements.

Registration

The Offer Shares will be registered in book-entry form elec¬tronically with VP Securities, Weidekampsgade, 14, 2300 Copenhagen S, Denmark. All Offer Shares will registered on accounts with account holding banks in VP Securities. Investors that are not residents of Denmark may use a VP Securities member directly or their own bank's correspondent bank as their account holding bank or arrange for registration and set¬tlement through Clearstream, 42 Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg, or Euroclear, 1, Boulevard du Roi Albert II, B-1210 Brussels, Belgium.

The Company's register of shareholders is kept by VP Services A/S, Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, Denmark.

Pursuant to the Danish Companies Act, public and private limited liability companies are required to register with the Danish Business Authority information regarding shareholders who own at least 5 % of the share capital or the voting rights. Pursuant to this provision, the Company files registrations with the Public Owners' Register of the Danish Business Authority. Shareholders that exceed the ownership threshold must notify the Company and the Company will subsequently file the information with the Danish Business Authority. Reporting is further required upon reaching thresholds of 10 %, 15 %, 20 %, 25 %, 33 1/3 %, 50 %, 66 2/3 %, 90 % and 100 %

TRADING ON NASDAQ FIRST NORTH DENMARK

The Board of Directors of ViroGates has applied for the Company's shares to be admitted to trading on Nasdaq First North Denmark. Västra Hamnen Corporate Finance will act as the Certified Adviser for ViroGates. The first day of trading is expected to be on 26 June, 2018.

SHARE CAPITAL DEVELOPMENT

As of the Prospectus Date, the registered, authorized, fully paid, issued and outstanding share capital is nominal DKK 2,210,172, divided in shares of nominal DKK 1 each. The development of the share capital since the inception is set forth on the next page.

AUTHORISATIONS TO THE BOARD OF DIRECTORS

As of the Prospectus Date, the Board of Directors is authorized to increase the share capital as follows:

• The Board of Directors is authorized to issue shares and increase the share capital by up to nominal DKK 221,017 with pre-emptive subscription rights for existing shareholders in connection with cash contributions, debt conversion and contributions in kind, provided, however, that the capital increases are carried out at market value. This authorisation is valid until 1 April 2023.
• The Board of Directors is authorised to issue Shares and increase the share capital by up to nominal DKK 221,017 and DKK 828,815 without pre-emptive subscription rights for existing shareholders in connection with cash contributions, debt conversion and contributions in kind, provided, however, that the capital increases are carried out at market value. These authorizations are valid until 1 April 2023.

			Shares		Share capital (DKK)
Date	Event	Price per share	Change	Total	Change	Total
-	Formation	1.0000	125,000	125,000	125,000	125,000
2002	Capital increase,Cash and debt conversion	2.0000	2,551	127,551	2,551	127,551
2002	Capital increase,Cash and debt conversion	17.1547	1,700	129,251	1,700	129,251
2002	Capital increase,Cash and debt conversion	13.7201	5,102	134,353	5,102	134,353
2002	Capital increase,Cash and debt conversion	13.9997	35,715	170,068	35,715	170,068
2002	Capital increase	73.5077	6,802	176,870	6,802	176,870
2003	Capital increase, Conversion of debt	39.9800	45,886	222,756	45,886	222,756
2004	Capital increase	85.2951	29,309	252,065	29,309	252,065
2004	Capital increase	79.3399	6,302	258,367	6,302	258,367
2005	Capital increase	79.3399	4,201	262,568	4,201	262,568
2005	Capital increase, Conversion to A/S - transfer of free reserves	1.0000	262,568	525,136	262,568	525,136
2005	Capital increase	47.6070	69,542	594,678	69,542	594,678
2006	Capital increase	58.8500	83,228	677,906	83,228	677,906
2007	Capital increase	125.3800	66,535	744,441	66,535	744,441
2007	Capital decrease	36.8800	-111,636	632,805	-111,636	632,805
2007	Capital increase	142.2300	44,997	677,802	44,997	677,802
2008	Capital increase	190.3300	58,544	736,346	58,544	736,346
2008	Capital increase	195.0000	19,782	756,128	19,782	756,128
2009	Capital increase	58.8500	3,051	759,179	3,051	759,179
2010	Capital increase	200.0000	56,543	815,722	56,543	815,722
2011	Capital increase	58.8500	677	816,399	677	816,399
2011	Capital increase	135.0000	84,212	900,611	84,212	900,611
2012	Capital increase	58.8500	5,352	905,963	5,352	905,963
2014	Capital increase, Cash and debt conversion*	20.0000	924,877	1,830,840	924,877	1,830,840
2015	Capital increase**	32.7700	248,308	2,079,148	248,308	2,079,148
2015	Capital increase***	21.8500	131,024	2,210,172	131,024	2,210,172

Share capital development for ViroGates A/S since the formation of the Company in 2002

List of subscribers in capital increases for the last five years

	Relationship	*	**	***		Relationship	*	**	***
Shareholder	to ViroGates	2014	2015	2015	Shareholder	to ViroGates	2014	2015	2015
JEO Holding ApS (Jesper	Founder/CSO	*	**		Bladt & Co. (Rolf Bladt)		*	**	***
Eugen-Olsen)					Simonsen & Weel A/S (Rolf
Per Bøgebjerg Hansen		*	**	***	Bladt)		*	**	***
Jens E. Brammer			**		Scanafric A/S (Peter Vagn		*	**	***
N.P. Louis-Hansen ApS					Jensen)
(Niels Peter Louis-Hansen)		*	**	***	Henrik Ottensten		*	**	***
Kim Ginnerup ApS. (Kim Ginnerup)		*	**	***	Skovgård 2007 ApS (Morten Harboe)			**	***
4AM ApS (Lars Krogsgaard)	Board Member	*	**	***	Skeikampen Invest ApS (Peder Harboe)			**	***
The Way Forward ApS		*	**	***	Søren Harboe			**	***
(Mads Kjær)					Anpartsselskabet af
PEMETO Holding (Peter		*	**		30.9.2009 (Ole Skou)		*	**
Toyberg)					Jakob Knudsen	CEO	*	**	***
Poul Sloth ApS (Poul Sloth)		*			May Britt Dyvelkov	CFO	*	**	***
Bent Olsen		*
CF International ApS					Jan-Ole Hansen		*	**
(Casper Foghsgaard)		*	**	***	Tine K. Andersen	Marketing Assistant	*	**	***
Engarde ApS (Niels Anker Jørgensen)		*	**	***

• The Board of Directors is authorised to issue 62,249 warrants of nominal DKK 1 each and accordingly to increase the share capital by up to nominal DKK 62,249 Shares without pre-emptive subscription rights for existing shareholders in connection with the exercise, if any, of said warrants and to determine the terms and conditions thereof. The exercise price for warrants issued pursuant to this authorization shall be fixed in tranches in such way that the exercise price for the warrants which are covered by this authorisation shall be fixed as follows: the exercise price of 1/3 of the warrants shall be equal to a valuation of the Company's Shares of DKK 60 million; the exercise price of 1/3 of the warrants shall be equal to a valuation of the company's shares of DKK 90 million; and the exercise price of 1/3 of the warrants shall be equal to a valuation of the company's shares of DKK 125 million. The authorisation is valid until 1 April 2020.
• The Board of Directors shall until June 2020 on one or several occasions be authorised to issue up to a total of 221,018 warrants, each representing a right to subscribe for one Share in the Company with a nominal value of DKK 1. The Board is further authorised to conduct the capital increases related thereto of up to nominal DKK 221,018. Warrants may, without pre-emptive rights for existing shareholders, be issued to the certain Lenders, as defined under section "Convertible Loan" and referred to in article 2.9 of the Articles of Association subject to fulfilment of the conditions specifically set out for the Loans, including that the Loans be converted to Shares in the company. The exercise price for warrants issued pursuant to this authorisation shall be fixed at the same price as the conversion of the Loans takes place. The Board will set out the remaining conditions for the warrants issued pursuant to this authorization under fulfilment of the conditions set out for the Loans.
• If the Board of Directors exercises its authorizations in full, and all warrants (but disregarding convertible debt instruments) are exercised fully (not including already issued warrants), then the share capital will amount to nominal DKK 3,764,287 consisting of 3,764,287 shares with a nominal value of DKK 1 each. If the Board of Directors exercises its authorizations in full, and all warrants (but disregarding convertible debt instruments) are exercised fully (including already issued warrants that may still be exercised), then the share capital will amount to nominal DKK 3,981,802 consisting of 3,981,802 shares with a nominal value of DKK 1 each. The convertible loan described in the paragraph "Convertible Loan" below may, if all lenders convert their loan (including interest as of the anticipated first trading date 26 June 2018) to shares as a result of the adoption of ViroGates for trading at Nasdaq First North Denmark, grant the lenders 125,505 shares of DKK 1 each and an additional 221,018 warrants, which may be exercised into 221,018 shares of DKK 1 each. These numbers shall be added to the aforesaid for a total of 4,110,810 shares respectively 4,328,325 shares with a nominal value of DKK 1 each.

CONVERTIBLE LOAN

The Company has issued a loan convertible into Shares in the amount of DKK 10,893,449 (the "Loan") to a group of lenders (the "Lenders"). The Loan falls due on 31 December 2018 (the "Maturity Date"). The Loan has an interest rate to the Maturity Date of 13.5 per cent per annum. In the event of repayment of the loan (as opposed to conversion into Shares), the interest accrued on the Loan, regardless of the time of the repayment, cannot be less than DKK 1,000,000. The Loan can be converted at a price of 29 DKK per Share of DKK 1 if no so-called "Qualified Investment Round" takes place before the Maturity Date and at the "Market Price", meaning the price of the shares issued in an IPO, which is categorized as a "Qualified Investment Round", cf. the appendix of 30 January 2018 to the articles of association. Conversion takes place inclusive of interest accrued as at the date of conversion. Additionally, in case of conversion, the Loan terms assign a pool of 221,018 warrants (for 221,018 shares of DKK 1 each) on a proportional basis to the participant lenders. These warrants can be exercised up to two years after the first date of trading on Nasdaq First North Denmark. The subscription price under the warrants so granted will be the same as the subscription price in the offering, i.e. DKK 91 per share of DKK 1.

List of Lenders in convertible loan

Lender	Relationship to ViroGates
JEO Holding ApS (Jesper Eugen-Olsen)	Founder/CSO
N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen)	-
Kim Ginnerup ApS (Kim Ginnerup)	-
4AM ApS (Lars Krogsgaard)	Board Member
PEMETO Holding ApS (Peter Toyberg)	-
Poul Sloth ApS (Paul Sloth)	-
CF International ApS (Caspar Foghsgaard)	-
Engarde ApS (Niels Anker Jørgensen)	-
Bladt & Co. (Rolf Bladt)	-
Simonsen & Weel A/S (Rolf Bladt)	-
Scanafric A/S (Peter Vagn Jensen)	-
Henrik Ottensten	-
Morten Harboe	-
Peder Harboe	-
Søren Harboe	-
Anpartsselskabet af 30.9.2009 (Ole Skou)	-
Jakob Knudsen	CEO
May Britt Dyvelkov	CFO
Tine K. Andersen	Marketing Assistant
Lars Kongsbak	Chairman of the board
Bernd Uder	Board Member

Total amount (DKK) 10,893,449

WARRANTS

As an incentive for members of its Board of Directors, its employees and key persons, the Company has implemented a warrant scheme.

On 12 August 2015 the Board of Directors resolved to issue 120,835 warrants and to adopt the corresponding increase of the share capital.

Each warrant confers a right to subscribe for one share of nominal DKK 1 in the Company. The subscription price has been determined as follows:

• A third of the warrants entitles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 32.71;
• A third of the warrants entitles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 49.16;
• A third of the warrants entitles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 68.27;

The subscription price is increased with 10 per cent each year on 1 September – first time on 1 September 2016.

On 29 October 2015 the General Meeting resolved to issue 87,880 warrants to the Board of Directors and to adopt the corresponding increase of the share capital.

Each warrant confers a right to subscribe for one share of nominal DKK 1 in the Company. The subscription price has been determined as follows:

• A third of the warrants entitles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 32.71;
• A third of the warrants entitles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 49.16;
• A third of the warrants entitles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 68.27;

The subscription price is increased with 10 per cent each year on 1 September – first time on 1 September 2016.

Each warrant entitles the holder to subscribe for one new share of nominally DKK 1 against payment at the applicable subscription price.

Exercise is conditional upon the holder not having terminated his/her employment/engagement with the Company. If the Company terminates the holder's employment/engagement without this being due to the holder's breach of its obligations, then the holder will maintain his/her right to exercise the warrants. As per the Prospectus Date no warrants have been exercised. The exercise period expires in July 2021.

Convertible loan warrants: In addition to the warrants issued to the Board of Directors, employees and key persons as set forth immediately above, the Company will issue warrants to those lenders to the Company who decide to convert their loan to shares in the Company as set forth under "Convertible Loan" above. These warrants are subject to terms that are different from the terms applying to the warrants issued to the Board of Directors, employees and key persons as set forth herein, including that the subscription price is fixed at DKK 91 per share of DKK 1.

Terms of the warrants

Issuance of warrants

All warrants have been issued by the general meeting or by the Board of Directors pursuant to valid authorizations in the Company´s articles of association and the terms and conditions have, in accordance with the Danish Companies Act, been incorporated in the articles of association. The description below merely contains a summary of the applicable terms and conditions and does not purport to be complete.

Vesting principles

Warrants issued vest, in general, at a rate of 1/36th per month from the date of grant. Moreover, all warrants may vest fully in accordance with their terms in the event that the Company is merged as the discontinuing company or demerged or if more than 50 % of the share capital is sold or is part of a share swap. The warrants issued are subject to certain restrictions on exercise as further described below.

The warrants issued pursuant to the convertible loan are not subject to a vesting period and become immediately exercisable upon issue.

Exercise principles

Generally, in the event that the Company terminates the employment, consultancy or board relationship with cause, the warrantholder will be entitled to exercise already vested warrants in the first exercise period after termination. In the event that (i) the warrantholder terminates the employment, consultancy or board relationship for any reason or (ii) the Company terminates the employment, consultancy or board relationship without cause, the warrantholder may generally continue to exercise the warrants as if the service relationship had remained unchanged.

The warrants issued pursuant to the convertible loan, and exercise hereof, are not tied with any employment or other association with the Company.

Exercise periods

Vested warrants may be exercised during two annual exercise periods that continue for four weeks from and including the day after the publication of the annual report and (ii) the interim report (six-month report). Last exercise period runs in the period after the interim report 2020.

In the event of liquidation, a merger, a demerger or a sale or share exchange of more than 50 % of the share capital, the warrantholders may be granted an extraordinary exercise period immediately prior to the transaction in which warrants may be exercised.

The warrants issued pursuant to the convertible loan may be exercised until two years after the date of issue.

Adjustments

Warrantholders are entitled to an adjustment of the number of warrants issued and/or the exercise price applicable in the event of certain corporate changes. Events giving rise to an adjustment include, among other things, increases or decreases to the share capital at a price below or above market value, respectively, the issuance of bonus shares, changes in the nominal value of each share, and payment of dividends in excess of 10 % of the Company's equity capital.

For the purpose of implementing the capital increases necessary in connection with the exercise of warrants, the Board of Directors has been authorised to increase the share capital by one or more issuances of shares with a total nominal value corresponding to the number of warrants issued upon cash payment of the exercise price without any pre-emptive subscription rights to existing shareholders.

OWNERSHIP STRUCTURE

The Company is, on the Prospectus Date, owned by certain Danish professional investors. In addition, members of the Board and staff members, as well as other external investors have invested in the Company. As of the date of this Prospectus, the Company has 50 shareholders.

The table below describes ViroGates´ ownership structure before and immediately after the Offering. The Board of Directors of ViroGates is not aware of any shareholder agreements, other agreements or similar agreements between the Company's shareholders aimed for joint influence over the Company.

	Ownership before the	Offering	number of Offer Shares)	Ownership after the Offering (minimum	number of Offer Shares)	Ownership after the Offering (maximum
Shareholder**	Number of shares	Percent	Number of shares	Percent	Number of shares	Percent
Shareholders with more than 5 percent ownership
N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen)	642,715	29.1%	732,903	25.5%	732,903	24.2%
Kim Ginnerup ApS (Kim Ginnerup)	242,688	11.0%	325,959	11.4%	325,959	10.7%
4AM ApS (Lars Krogsgaard. Board member)	242,688	11.0%	325,959	11.4%	325,959	10.7%
The Way Forward ApS (Mads Kjær)	188,183	8.5%	188,183	6.6%	188,183	6.2%
JEO Holding ApS (Jesper Eugen-Olsen. CSO)	159,769	7.2%	159,942	5.6%	159,942	5.3%
Montela AB (Peter Benson)	147,838	6.7%	147,838	5.2%	147,838	4.9%
Scanafric A/S (Peter Vagn Jensen)	117,704	5.3%	124,638	4.3%	124,638	4.1%
Others	468,587	21.2%	504,161	17.6%	504,161	16.6%
Sum	2,210,172	100.0%	2,509,583	87.5%	2,509,583	82.7%
New shareholders	-	-	359,930	12.5%	524,764	17.3%
Total	2,210,172	100.0%	2,869,513	100.0%	3,034,347	100.0%

Ownership structure ViroGates A/S*

* all shares have equal rights

** all companies mentioned above are 100% owned by the individual in the parentheses

Legal considerations and supplementary information

LEGAL STRUCTURE

The Company's business is conducted in accordance with the Danish Companies Act. ViroGates A/S is a Danish public limited liability company which was founded on 1 November 2000 and registered with the Danish Business Authority on28 November 2000. The Company's registered office is in Birkerød.

Pursuant to the articles of association, the object of the Company's business is to establish and carry on the business of development, marketing and distribution of products and services for the medical diagnostic, prognostic and pharmaceutical market.

COSTS RELATED TO THE OFFERING

The Company's costs associated with the admission to trading on Nasdaq First North Denmark and the Offering are expected to amount to DKK 3.1 - 3.8 million. Such costs primarily relate to costs for auditors, financial and legal advisors, and printing of the Prospectus as well as costs related to management presentations and handling fees of 1/8th percent of the value of allocated Offer Shares, paid to account holding banks.

The gross proceeds from the issuance of Offer Shares is expected to amount to a minimum of DKK 48.8 million to a maximum of DKK 63.8 million before expenses connected with the Offering. The gross and net proceeds do not include the conversion of debt which was raised in Q1 2018.

LOCK UP AGREEMENT

In connection with the Offering, existing shareholders holding 97.6 percent of the Shares before the Offering have agreed to enter into lock up agreements with Västra Hamnen Corporate Finance, obligating the shareholders to not sell, offer for sale, enter into any agreement regarding the sale of, pledge or in any other way directly or indirectly transfer the shares in the Company or other securities exchangeable into shares in the

Subscription undertakings and offset of convertible debentures

Company or warrants or other options to acquire shares in the Company (together "Company Securities") or to announce the intention to make any such act without the prior written consent of Västra Hamnen Corporate Finance acting as Certified Adviser in the Offering (the "Lock Up Obligation"). Such consent may be granted if deemed reasonable and necessary due to specific matters, e.g. for tax reasons and is not to be unreasonably withheld or delayed by the Certified Adviser.

The Lock Up Obligation shall apply from the first day of trading and for a period of i) three months, ii) six months or iii) one year respectively for shareholders holding i) less than 1 percent (108,468 Shares, 4.9% of total Shares), ii) between 1 and 10 percent (920,502 Shares, 41.6% of total Shares), or iii) more than 10 percent (1,128,091 Shares, 51.0% of total Shares) of the existing share capital prior to the Offering.

SUBSCRIPTION UNDERTAKINGS

The Company has obtained subscription undertakings for a total of DKK 42.5 million from Cornerstone Investors. In addition, existing shareholders have signed statements of intent for conversion of outstanding debt for a total of DKK 11.2 million. The conversion of debt, which was raised in Q1 2018, concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds). The subscription undertakings and conversion of outstanding debt amounts to a total of DKK 53.7 million, corresponding to approximately 72 percent of the maximum Offering and 90 percent of the minimum Offering. The Cornerstone Investors who have entered into the subscription commitments can be accessed via the Company's advisor Västra Hamnen Corporate Finance AB at the address: Jungmansgatan 12, 211 19 Malmö, Sweden, tel: +46 40 200 250

Shareholder	Offset conv. debt (TDKK)*	New capital (TDKK) Market value	Total (TDKK)	% of the minimum Offering	% of the maxi mum Offering
LMK Forward AB	-	10,000	10,000	16.7%	13.3%
N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen)	4,207	4,000	8,207	13.7%	10.9%
A & C Følsgaard Invest A/S	-	7,500	7,500	12.5%	10.0%
Kim Ginnerup ApS (Kim Ginnerup)	1,578	6,000	7,578	12.6%	10.1%
4AM ApS (Lars Krogsgaard, Board member)	1,578	6,000	7,578	12.6%	10.1%
Vækstfonden	-	7,000	7,000	11.7%	9.3%
Arve Nilsson	-	2,000	2,000	3.3%	2.7%
Others	3,885	-	3,885	6.5%	5.2%
Total	11,247	42,500	53,747	90%	72%

* Conversion of outstanding debt concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds).

The Cornerstone Investors will not receive any compensation for their respective undertakings and the Cornerstone Investors' investments are made on the same terms and conditions as for other investors in the Offering. The Financial Advisor and the board of directors deem the Cornerstone Investors' creditworthiness sound and anticipate that they will fulfill their respective undertakings. The Cornerstone Investors' undertakings are however not secured through a bank guarantee, blocked funds or pledge of collateral or similar arrangement.

MATERIAL AGREEMENTS

Hvidovre Hospital

ViroGates has in September 2009 entered into a license agreement with Hvidovre Hospital. According to the agreement, Hvidovre Hospital grants ViroGates an exclusive worldwide license to commercially use, develop, produce and market products and/or diagnostic methods based on the patents arising from Patent Application PA200601709 owned and controlled by Hvidovre Hospital in relation to diseases related to low-grade inflammation and metabolic syndrome/disorders and the prognosis of and progression and monitoring of cardiovascular diseases, type 2 diabetes etc. According to the agreement, Hvidovre Hospital shall own all patentable and non-patentable inventions made by Hvidovre Hospital and ViroGates shall own all patentable or non-patentable inventions made by ViroGates.

As consideration for the license granted, ViroGates shall pay Hvidovre Hospital royalties on annual net sales of products comprised by the agreement and/or royalties on net revenues (the latter applies where ViroGates has sub-licensed the licensed rights to a third party).

Royalty payments are paid on the basis of a lower single digit percentage of net sales and net revenues and if and when certain annual turnover thresholds are reached, the royalty payments shall be increased to medium single digit percentage of the net sales and net revenues (the net revenue royalty percentage being higher than the net sales royalty percentage in all instances).

Sales and Distribution Agreements

The majority of the products that ViroGates is currently selling, is being sold to a Hvidovre Hospital under a Co-operation Agreement from 17 May 2013. The Co-operation Agreement was entered into for a five year period and it consequently expired on 17 May 2018, but the hospital has informally made it clear that it will continue to purchase products from ViroGates.

ViroGates has entered into distribution agreements, most notably with Cedarlane Laboratories covering Canada on an exclusive basis and USA on a non-exclusive basis and Biomedica covering Austria and several Eastern and Middle European jurisdictions on an exclusive basis. It is ViroGates' view that none of the distributors are material to ViroGates' business. ViroGates does not employ agents.

Manufacturing Agreements

ViroGates has an agreement with a Norwegian company, Diatec Monoclonals AS, for the manufacture of monoclonal antibodies to be used in ViroGates' products. The manufacturer may terminate the agreement with 30 days' notice, however ViroGates keeps ample stocks of the manufactured product.

As mentioned under "Products", ViroGates has contracted with BBI Solutions in Cardiff, Wales, for the manufacture and supply of the suPARnostic® QT product. Either party may terminate this agreement with six months' notice. Further, Viro-Gates has contracted with Euro Diagnostica AB in Malmoe, Sweden, for the manufacture and supply of the suPARnostic® ELISA product. This agreement continues until mid-2020 and then extends for one-year periods unless terminated 9 months in advance of extension. As mentioned under "Products", both of these are prime manufacturers, however it is ViroGates' view that they are replaceable with other prime manufacturers, and that such replacement could take place with limited cost and burden to ViroGates.

Development Agreements

ViroGates has a lab services agreement with a service provider in Poland, Nutopi Sp.z.o.o.. The service provider also assists ViroGates in the development of the turbidimetric assay to be sold under the product and brand name "suPARnostic® Turbilatex". ViroGates has ensured that all results of the development project will be the property of ViroGates. Either party may terminate the lab services agreement with 90 days' notice.

Patent Licenses

ViroGates uses a number of patents under a license agreement with a non-profit research organization. Pursuant to the license agreement, ViroGates must pay minor fixed nominal royalties to the research organization as well as royalties subject to certain product sales/revenue thresholds being reached. Only the minor fixed nominal royalties have hitherto become payable (however, payment has not been claimed by the non-profit research organisation), and the obligation to pay fixed nominal royalties expires with 2018 and the obligation to pay product sales/revenue related royalties ends at the last expiry date of the used patents, which is on 19 June 2018.

Clinical Investigation Agreements

Under the clinical investigation agreement with the Danish hospitals that participated in the recently completed interventional study, ViroGates has made the concession that the outcome of the study shall be published as a joint publication by the various hospitals and ViroGates and, consequently, Viro-Gates (or the hospitals for that matter) may not publish the outcome on its own. If no joint publication is made within a certain timeframe, each of the hospitals may publish the outcome on its own. Prior to any publication, however, ViroGates shall have the manuscript for review to discern whether it contains confidential information of ViroGates or whether Viro-Gates wishes to pursue a patent on the basis of the subject matter of the manuscript.

Other Agreements

ViroGates has deposited clones (hybridoma cell lines producing antibodies against soluble urokinase Plasminogen Activator Receptor) with a Danish hospital, which the hospital may also use for the hospital's research work. ViroGates has retained all rights to the clones, which shall be promptly returned to ViroGates upon demand, but the hospital may use them for not-for-profit academic research purposes and may publish research results, it being understood that such publications shall be provided to ViroGates in advance of release so that ViroGates may discern whether the publication contains information that may be damaging to ViroGates patents or know-how and, if so, request a deletion of such information. To ViroGates' knowledge, the hospital does not currently use the clones for research.

PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

ViroGates´ intellectual property rights are mainly protected through patents and patent applications. Filed patent applications provide equivalent protection to a patent registration, provided that the patent application eventually is granted protection. The research and development at ViroGates continuously generate new patent opportunities for the Company. These opportunities are evaluated by ViroGates and by patent attorneys contracted by the Company. Whether or not a certain invention shall be applied for as a patent is determined on a case by case basis.

The Company currently owns five patent families and additionally holds exclusive licenses to two patent families and additionally has a newly filed patent application (February 2018). The most important granted patent family expire in 2028 but the new application will have an expiry no earlier than 2038.

The Company mainly uses the trademarks "ViroGates™" "SuPARnostic®" and "SuPARQuick™" and associated logotypes, in its ordinary business. The trademarks ViroGates™, SuPARnostic® and SuPARQuick™ are trademark-protected names filed in 2005. The Company owns the following domain names: suparnostic.com and virogates.com.

ENVIRONMENT

The Company's business is not subject to reporting of environmental issues.

LITIGATION AND ARBITRATION

Virogates A/S has not been involved in any legal or arbitration proceedings (including pending cases or cases which the Board of Directors of ViroGates A/S is aware may arise), during the last twelve months, and which have recently had or could in the future have a significant impact on the financial position or profitability of ViroGates A/S.

INSURANCE

The Company holds customary insurance protection, including insurance for equipment (fire, theft, break-in and entering), management and Board of Directors insurance, health insurance for employees, accident insurance and travel insurance. According to the Board's assessment, the current insurance coverage, including the level and terms of this insurance, provides an adequate protection taking the insurance premiums and the potential risks of the business into account. However, the Company cannot provide any assurance that losses will not occur or that claims will not be made that exceed the scope of the current insurance coverage.

ADVISORS TO THE COMPANY

Financial advisor to the Company in connection with the Offering is Västra Hamnen Corporate Finance AB. Danske Bank acts as settlement and issuing agent. Nordnet and Avanza Bank acts as Selling Agents. Legal advisor is Mazanti-Andersen Korsø Jensen.

POSSIBLE CONFLICTS OF INTEREST

Västra Hamnen Corporate Finance, Nordnet and Avanza Bank has an agreed in advance compensation for their services in connection with the Offering. In addition to that, there is no financial or other relevant interest in the Offering.

Existing shareholders and external investors have through irrevocable subscription undertakings and signed statements of intent for conversion of outstanding debt, guaranteed in the Offering to subscribe for 590,619 Offer Shares corresponding to an aggregate subscription amount of DKK 53.7 million. Apart from these investors' interest in the Offering, there are no financial or other interests in the Offering.

Other than the above parties' interest that the Offering can be successfully carried though, there are no financial or other interests in the Offering.

CERTIFIED ADVISER

ViroGates has appointed Västra Hamnen Corporate Finance as Certified Adviser on Nasdaq First North Denmark. Västra Hamnen Corporate Finance owns no shares in the Company.

DOCUMENTS AVAILABLE FOR INSPECTION

The following documents will be available in electronic form at the Company's website www.virogates.com/investors. Copies of the documents are also available at the Company's headquarters at Blokken 45, 3460 Birkerød, Denmark.

• The Articles of Association for ViroGates A/S.
• ViroGates A/S´ Annual reports for the fiscal years 2017 and 2016, including notes and audit reports for ViroGates A/S for the same years.
• ViroGates A/S´ Interim report for the period 1 January 31 March 2018.
• This Prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

The sections of ViroGates´ annual reports for the financial years 2017 and 2018 and the interim report for the period January 1 – March 31, 2018, which are referred to in accordance with the following, form part of this Prospectus and should be read as such. The historical financial information, notes and audit report for these accounting periods can be found in Viro-Gates´ annual reports for the financial years 2016 (where reference is made to pages 5-6, 9-16) and 2017 (where reference is made to pages 5-6, 9-17) and ViroGates´ interim report for January 1 – March 31, 2018 (where reference is made to pages 1-5). The sections of the financial reports not referred to, do not contain information relevant to the investors or correspond to the information set out elsewhere in this Prospectus. The annual reports for the financial years 2016 and 2017 have been audited by the Company's auditors and the audit reports are attached to the annual reports. The financial figures for the first quarter of 2018 in the quarterly report for the first quarter of 2018 have been reviewed by the Company´s auditor. The financial figures for the first quarter of 2017 have not been audited or reviewed in outline by the Company's auditor. In addition to ViroGates´ audited annual reports for the financial years 2016 and 2017, and the financial figures for the first quarter of 2018, none of the information in this Prospectus have been audited or reviewed by the Company's auditors.

MARKET INFORMATION

This Prospectus contains certain historic and forward-looking market information. Certain information originates from third parties. Although the information has been accurately reproduced and the Company considers the sources to be reliable, the Company has not independently verified this information and therefore its accuracy and completeness cannot be guaranteed. As far as the Company is aware off and can ascertain by comparison with other information published by these sources, no details have been omitted in a manner that would render the reproduced information inaccurate or misleading.

Danish tax considerations

The following discussion describes the material Danish tax consequences under present law of an investment in our shares). The summary is for general information only and does not purport to constitute exhaustive tax or legal advice. It is specifically noted that the summary does not address all possible tax consequences relating to an investment in the shares. The summary is based solely on the tax laws of Denmark in effect on the date of this prospectus supplement. Danish tax laws may be subject to change, possibly with retroactive effect.

The summary does not cover investors to whom special tax rules apply, and, therefore, may not be relevant, for example, to investors subject to the Danish Tax on Pension Yields Act (i.e., pension savings), professional investors, certain institutional investors, insurance companies, pension companies, banks, stockbrokers and investors with tax liability on return on pension investments.

The summary does not cover taxation of individuals and companies who carry on a business of purchasing and selling shares. The summary only sets out the tax position of the direct owners of the shares and further assumes that the direct investors are the beneficial owners of the shares and any dividends thereon. Sales are assumed to be sales to a third party.

Potential investors in the shares are advised to consult their tax advisors regarding the applicable tax consequences of acquiring, holding and disposing of the shares based on their particular circumstances.

Investors who may be affected by the tax laws of other jurisdictions should consult their tax advisors with respect to the tax consequences applicable to their particular circumstances as such consequences may differ significantly from those described herein.

TAXATION OF DANISH TAX RESIDENT HOLDERS OF THE SHARES

Sale of the shares (individuals)

Gains from the sale of shares are taxed as share income at a rate of 27% on the first DKK 52,900 (for cohabiting spouses, a total of DKK 105,800) and at a rate of 42% on share income exceeding DKK 52,900 (for cohabiting spouses over DKK 105,800). All figures are shown as of 2018 but may be subject to changes. Such amounts are subject to annual adjustments and include all share income (i.e., all capital gains and dividends derived by the individual or cohabiting spouses, respectively). Gains and losses on the sale of shares are calculated as the difference between the purchase price and the sales price. The purchase price is based on the average purchase price paid for shares in the company (i.e., not the purchase price for each share).

Losses on non-listed shares may be offset against other share income, (i.e., received dividends and capital gains on the sale of shares). Unused losses will automatically be offset against a cohabiting spouse's share income. In case the share income becomes negative, a negative tax on the share income will be calculated and offset against the individual's other final taxes. Unused negative tax on share income will be offset against a cohabiting spouse's final taxes. If the negative tax on share income cannot be offset against a cohabiting spouse's final taxes, the negative tax can be carried forward indefinitely and offset against future year's taxes.

Losses on the sale of listed shares can only be offset against other share income deriving from listed shares (i.e., dividends and capital gains on the sale of listed shares). Unused losses will automatically be offset against a cohabiting spouse's share income deriving from listed shares and any additional losses can be carried forward and offset against future share income deriving from listed shares.

Sale of the shares (companies)

For the purpose of taxation of sales of shares made by shareholders (Companies), a distinction is made between Subsidiary Shares, Group Shares, Tax-Exempt Portfolio Shares and Taxable Portfolio Shares (note that the ownership threshold described below is applied on the basis of the number of all shares issued by the company, and not on the basis of the number of the shares issued):

"Subsidiary Shares" is generally defined as shares owned by a shareholder holding at least 10% of the nominal share capital of the issuing company.

"Group Shares" is generally defined as shares in a company in which the shareholder of the company and the issuing company are subject to Danish joint taxation or fulfill the requirements for international joint taxation under Danish law (i.e., the company is controlled by the shareholder).

"Tax-Exempt Portfolio Shares" is generally defined as shares not admitted to trading on a regulated market owned by a shareholder holding less than 10% of the nominal share capital of the issuing company.

"Taxable Portfolio Shares" is defined as shares that do not qualify as Subsidiary Shares, Group Shares or Tax-Exempt Portfolio Shares.

Gains or losses on disposal of Subsidiary Shares and Group Shares and Tax-Exempt Portfolio Shares are not included in the taxable income of the shareholder, subject to certain antiavoidance rules.

Special rules apply with respect to Subsidiary Shares and Group Shares in order to prevent exemption through certain holding company structures just as other anti-avoidance rules may apply. These rules will not be described in further detail. Capital gains from the sale of Taxable Portfolio Shares admitted to trading on a regulated market are taxable at a rate of 22% irrespective of ownership period. Losses on such shares are generally deductible. Gains and losses on Taxable Portfolio Shares admitted to trading on a regulated market are taxable according to the mark-to-market principle (in Danish "lagerprincippet").

According to the mark-to-market principle, each year's taxable gain or loss on Taxable Portfolio Shares is calculated as the difference between the market value of the shares at the beginning and end of the tax year. Thus, taxation will take place on an accrual basis even if no shares have been disposed of and no gains or losses have been realized.

If the Taxable Portfolio Shares are sold or otherwise disposed of before the end of the income year, the taxable income of that income year equals the difference between the value of the Taxable Portfolio Shares at the beginning of the income year and the value of the Taxable Portfolio Shares at realization. If the Taxable Portfolio Shares are acquired and realized in the same income year, the taxable income equals the difference between the acquisition sum and the realization sum. If the Taxable Portfolio Shares are acquired in the income year and not realized in the same income year, the taxable income equals the difference between the acquisition sum and the value of the shares at the end of the income years.

A change of status from Subsidiary Shares/Group Shares/ Tax-Exempt Portfolio Shares to Taxable Portfolio Shares (or vice versa) is for tax purposes deemed to be a disposal of the shares and a reacquisition of the shares at market value at the time of change of status.

Special transitional rules apply with respect to the right to offset capital losses realized by the end of the 2009 income year against taxable gains on shares in the 2010 income year or later.

Dividends (individuals)

Dividends paid to individuals who are tax residents of Denmark are taxed as share income, as described above. All share income must be included when calculating whether the amounts mentioned above are exceeded. Dividends paid to individuals are generally subject to 27% withholding tax.

Dividends (companies)

Dividends paid on both Tax-Exempt and Taxable Portfolio Shares are subject to the standard corporation tax rate of 22% irrespective of ownership period. However, only 70% of dividends paid on Tax-Exempt Portfolio Shares are subject to income taxation meaning the effective tax rate on dividends on Tax-Exempt Portfolio Shares is reduced to 15.4%.

Dividends received on Subsidiary Shares and Group Shares are tax-exempt irrespective of ownership period.

TAXATION OF SHAREHOLDERS RESIDING OUTSIDE DENMARK

Sale of the shares (individuals and companies)

Holders of the shares not resident in Denmark are normally not subject to Danish taxation on any gains realized on the sale of shares, irrespective of the ownership period, subject to certain anti-avoidance rules seeking to prevent that taxable dividend payments are converted to tax exempt capital gains. If an investor holds the shares in connection with a trade or business conducted from a permanent establishment in Denmark, gains on shares may be included in the taxable income of such activities pursuant to the rules applying to Danish tax residents as described above.

Dividends (individuals)

Under Danish law, dividends paid in respect of shares are generally subject to Danish withholding tax at a rate of 27%. Nonresidents of Denmark are not subject to additional Danish income tax in respect to dividends received on shares.

If the withholding tax rate applied is higher than the applicable final tax rate for the shareholder, a request for a refund of Danish tax in excess hereof can be made by the shareholder in the following situations:

Double taxation treaty

In the event that the shareholder is a resident of a state with which Denmark has entered into a double taxation treaty, the shareholder may generally, through certain certification procedures, seek a refund from the Danish tax authorities of the tax withheld in excess of the applicable treaty rate, which is typically 15%. Denmark has entered into tax treaties with approximately 80 countries, including the United States, Switzerland and almost all members of the European Union. The treaty between Denmark and the United States generally provides for a 15% tax rate.

Credit under Danish tax law

If the shareholder holds less than 10% of the nominal share capital (in the form of ordinary shares in the company and not on the basis of the number of the shares issued) of the company and the shareholder is tax resident in a state which has a double tax treaty or an international agreement, convention or other administrative agreement on assistance in tax matters according to which the competent authority in the state of the shareholder is obligated to exchange information with Denmark, dividends are subject to tax at a rate of 15%. If the shareholder is tax resident outside the European Union, it is an additional requirement for eligibility for the 15% tax rate that the shareholder together with related shareholders holds less than 10% of the nominal share capital of the company. Note that the reduced tax rate does not affect the withholding rate, why the shareholder must also claim a refund as described above in order to benefit from the reduced rate.

Where a non-resident of Denmark holds shares which can be attributed to a permanent establishment in Denmark, dividends are taxable pursuant to the rules applying to Danish tax residents described above.

Dividends (companies)

Dividends from Subsidiary Shares are exempt from Danish withholding tax provided the taxation of the dividends is to be waived or reduced in accordance with the Parent-Subsidiary Directive (2011/96/EEC) or in accordance with a tax treaty with the jurisdiction in which the company investor is resident. If Denmark is to reduce taxation of dividends to a foreign company under a tax treaty, Denmark will not—as a matter of domestic law—exercise such right and will in general not impose any tax at all. Further, dividends from Group Shares not also being Subsidiary Shares—are exempt from Danish withholding tax provided the company investor is a resident of the European Union or the EEA and provided the taxation of dividends should have been waived or reduced in accordance with the Parent-Subsidiary Directive (2011/96/EEC) or in accordance with a tax treaty with the country in which the company investor is resident had the shares been

Subsidiary Shares.

Dividend payments on both Tax-Exempt and Taxable Portfolio Shares will generally be subject to withholding tax at a rate of 27% irrespective of ownership period. If the withholding tax rate applied is higher than the applicable final tax rate for the shareholder, a request for a refund of Danish tax in excess hereof can be made by the shareholder in the following situations:

Double taxation treaty

In the event that the shareholder is a resident of a state with which Denmark has entered into a double taxation treaty, the shareholder may generally, through certain certification procedures, seek a refund from the Danish tax authorities of the tax withheld in excess of the applicable treaty rate, which is typically 15%. Denmark has entered into tax treaties with approximately 80 countries, including the United States and almost all members of the European Union. The treaty between Denmark and the United States generally provides for a 15% rate.

Credit under Danish tax law

If the shareholder holds less than 10% of the nominal share capital in the company and the shareholder is resident in a jurisdiction with which Denmark has a double taxation treaty or an international agreement, convention or other administrative agreement on assistance in tax according to which the competent authority in the state of the shareholder is obligated to exchange information with Denmark, dividends are generally subject to a tax rate of 15%. If the shareholder is tax resident outside the European Union, it is an additional requirement for eligibility for the 15% tax rate that the shareholder together with related shareholders holds less than 10% of the nominal share capital of the company. Note that the reduced tax rate does not affect the withholding rate, hence, in this situation the shareholder must also in this situation claim a refund as described above in order to benefit from the reduced rate. Where a non-resident company of Denmark holds shares which can be attributed to a permanent establishment in Denmark, dividends are taxable pursuant to the rules applying to Danish tax residents described above.

Share transfer tax and stamp duties

No Danish share transfer tax or stamp duties are payable on transfer of the shares.

Articles of association

OBJECT

Pursuant to clause 2.1 of the Company´s Articles of Association, the Company´s object is to establish and carry on the business of development, marketing and distribution of products and services for the medical diagnostic, prognostic and pharmaceutical market.

PROVISIONS REGARDING MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT

The Board of Directors is responsible for the Company's overall and strategic management and it supervises the Company's activities, management and organisation. The Board of Directors appoints and dismisses the members of the Management, who are responsible for the Company's day-to-day operations.

In accordance with article 12 of the Articles of Association, the Board of Directors consists of no less than three (3) and no more than eight (8) members elected at the General Meeting. The members of the Board of Directors elected by the General Meeting are elected for a term of one year and may be re-elected. The Board of Directors elects a chairman. In case of parity of votes, the chairman has the casting vote.

Currently, the Company has no employee representatives on the Board of Directors.

RESOLUTION BY THE GENERAL MEETINGS AND AMEND-MENTS TO THE ARTICLES OF ASSOCIATION

Resolutions at General Meetings must be passed by a simple majority of votes cast unless otherwise prescribed by law or by the Articles of Association.

Adoption of changes to the Articles of Association, dissolution of the Company, merger or demerger requires that the decision is adopted with at least two-thirds of the votes cast as well as the share capital represented at the General Meeting, unless applicable laws prescribe stricter or less strict adoption requirements or applicable laws confer independent competence to the Board of Directors or other bodies.

The provisions in the Articles of Association relating to a change of the rights of shareholders or a change to the capital are no more stringent than required by the Danish Companies Act.

GENERAL MEETINGS AND VOTING RIGHTS

General Meetings must be held at the Company's registered office or in the Greater Copenhagen area.

The annual General Meeting must be held each year in time for the audited and adopted annual report to reach the Danish Business Authority before expiry of the time limit provided by the Danish Financial Statements Act.

Extraordinary General Meetings must be held when determined by the Board of Directors or requested by the Company's auditor. Furthermore, an extraordinary General Meeting must be held when requested by shareholders possessing no less than 5% of the Company's share capital. Such request must be submitted in writing. The Board of Directors must convene an extraordinary General Meeting no later than two weeks after such request has been made.

General Meetings must be convened by the Board of Directors with at least two weeks' and not more than four weeks' notice. Notice to General Meetings shall take place via the company's website and in writing, such as by e-mail, to the shareholders listed in the Company register of shareholders, who have requested to be so notified.

The notice must specify the time and place of the General Meeting and the agenda containing the business to be transacted at the meeting.

The right of a shareholder to attend and vote at a General Meeting is determined by the Shares held by the shareholder on the date of registration.

The date of registration is one week before the General Meeting. The Shares held by each shareholder on the date of registration are calculated based on the registration of the number of shares held by that shareholder in the Company's register of shareholders as well as on any notification of ownership received by the Company for the purpose of registration in its register of shareholders, but which have not yet been registered.

At the General Meeting, each Share of nominal DKK 1 carries one vote and all Shares have equal voting rights.

Any shareholder who is entitled to attend the General Meeting pursuant to the Articles of Association and who wishes to attend the General Meeting must request to receive an admission card not later than three days prior to the date of the meeting. A shareholder may, subject to having requested an admission card, attend in person or by proxy, and the shareholder or the proxy may attend together with an adviser.

The right to vote may be exercised by a written and dated instrument of proxy in accordance with applicable laws. A shareholder who is entitled to participate in the General Meeting pursuant to the Articles of Association may vote by correspondence in accordance with the provisions of the Danish Companies Act. Such votes by correspondence must be received by the Company not later than the day before the General Meeting. Votes by correspondence cannot be withdrawn.

Unofficial translation ARTICLES OF ASSOCIATION of VIROGATES A/S (Company reg. No 25 73 40 33) (the "Company")

1. Name and object

• 1.1 The corporate name of the Company is ViroGates A/S.
• 1.2 The objects of the Company are to establish and carry on the business of development, marketing and distribution of products and services for the medical diagnostic, prognostic and pharmaceutical market.

2. Capital and shares of the Company

• 2.1 The Company's share capital is DKK 2,210,172, say two million two hundred and ten thousand and one hundred and seventytwo 00/100 divided into shares of 1 DKK (Danish kroner one) or multiple thereof. The share capital has been paid up in full.
• 2.2 All shares shall be issued in the name of the holder and shall be registered in the Company's register of share-holders. The shareholders' register shall be kept by VP Securities A/S, Company reg. no. 21 59 93 36.
• 2.3 Until 1 April 2023, the Board of Directors is authorised to, in one or several rounds, increase the Company's share capital by up to nominally DKK 221,017 without pre-emption rights for the shareholders at terms to be decided by the Board of Directors, however, the following conditions must apply to the authority granted:

The new shares shall be subscribed at market price, which shall be determined by the Board of Directors. The new shares shall be -negotiable instruments, registered in the name of the holder and be ranked pari passu with the existing share capital.

Capital increases may also be carried out as consideration for the Company's takeover of an existing business or specific assets or by way of conversion of debt.

2.3.1 Until 1 April 2023, the Board of Directors is authorised to, in one or several rounds, increase the Company's share capital by up to nominally DKK 221,017 with pre-emption rights for the shareholders at terms to be decided by the Board of Directors, however, the following conditions must apply to the authority granted:

The new shares shall be subscribed at market price, which shall be determined by the Board of Directors. The new shares shall be -negotiable instruments, registered in the name of the holder and be ranked pari passu with the existing share capital.

Capital increases may also be carried out as consideration for the Company's takeover of an existing business or specific assets or by way of conversion of debt.

• 2.4 In the period until 1 May 2016 the Board of Directors are authorised to issue warrants without pre-emption right for the existing shareholders, in one or more portions to consultants and employees of the Company and its subsidiaries and to issue new shares, and to increase the Compa-ny's Share Capital one or several times without pre-emption right for the existing shareholders. The Au-thorisation to issue new shares and to increase the share capital can be ex-ercised to a total of nominally DKK 24,485 new share capital.

• 2.5 The Board of directors is also author-ized to determine the other condi-tions, which will be applicable to the warrants, including whether the new shares shall belong to a new share class. The conditions must be deter-mined with reference to the Board of Directors' guidelines for incentive salary.

• 2.6 The Board is authorised to carry out changes in the Company Articles that are a result of the Board's use of the abovementioned authority.

• 2.7 The authorisation contained in arti-cles 2.4 to 2.6 has been exercised, cf. the schedule of 3 November 2011 to these Articles of Association. The authorisation has subsequently ex-pired.
• 2.8 Until 1 April 2023, the Board of Directors is authorised to purchase own shares up to 10 per cent of the total share capital from time to time at market price (to be understood as the actual listed trading price) with an addition/subtraction of up to 10 %.
• 2.9 DKK 10,900,000 Loan Convertible into Shares.
• 2.9.1 The Company has issued a loan convertible into shares in the amount of DKK 10,900,000 (the "Loan") to a group of lenders (the "Lenders"). The Loan falls due on 31 December 2018 (the "Maturity Date"). The Loan has an interest rate to the Maturity Date of 13.5 per cent per annum. The interest rate on the loan, regardless of early repayment, cannot be less than DKK 1,000,000. The convertible loan can be converted at a price of 29 DKK per share of DKK 1 or the market price, cf. the appendix of 30 January 2018.
• 2.10 Authorization to the board of directors to issue warrants
• 2.10.1 During the period until 1 April 2020, the Board of Directors shall on one or several occasions be authorized to issue up to a total of 183,084 war-rants, each representing a right to subscribe for one share in the com-pany at a nominal value of DKK 1. The Board is further authorized to conduct the capital increases related thereto of up to nominally DKK 183,084. Warrants may be issued to the Management and key employees in the company and the company's subsidiaries without pre-emptive rights for existing shareholders. The exercise price for warrants issued pursuant to this authorization shall be fixed in tranches in such way that the exercise price for the warrants which are covered by this authorization shall be fixed as follows: the exercise price of 1/3 of the warrants shall be equal to a valuation of the compa-ny's shares of DKK 60m; the exercise price of 1/3 of the warrants shall be equal to a valuation of the company's shares of DKK 90m; and the exercise price of 1/3 of the warrants shall be equal to a valuation of the company's shares of DKK 125m. The Board will set out the remaining conditions for the warrants issued pursuant to this authorization.

2.10.2 During the period until 1 April 2020, the Board of Directors shall on one or several occasions be authorized to issue up to a total of 183,084 warrants, each representing a right to subscribe for one share in the company at a nominal value of DKK 1. The Board is further authorized to conduct the capital increases related thereto of up to nominally DKK 183,084. Warrants may be issued to the Management and key employees in the company and the company's subsidiaries without pre-emptive rights for existing shareholders. The exercise price for warrants issued pursuant to this authorization shall be fixed in tranches in such way that the exercise price for the warrants which are covered by this authorization shall be fixed as follows: the exercise price of 1/3 of the warrants shall be equal to a valuation of the company's shares of DKK 60m; the exercise price of 1/3 of the warrants shall be equal to a valuation of the company's shares of DKK 90m; and the exercise price of 1/3 of the warrants shall be equal to a valuation of the company's shares of DKK 125m. The Board will set out the remaining conditions for the warrants issued pursuant to this authorization.

During the period until June 2020, the Board of Directors shall on one or several occasions be authorized to issue up to a total of 221,018 warrants, each representing a right to subscribe for one share in the company with a nominal value of DKK 1. The Board is further authorized to conduct the capital increases related thereto of up to nominally DKK 221,018. Warrants may, without pre-emptive rights for existing shareholders, be issued to the Lenders referred to in article 2.9 subject to fulfilment of the conditions specifically set out for the Loans, including that the Loans be converted to shares in the company. The exercise price for warrants issued pursuant to this authorization shall be fixed at the same price as the conversion of the Loans takes place. The Board will set out the remaining conditions for the warrants issued pursuant to this authorization under fulfilment of the conditions set out for the Loans.

• 2.10.3 According to the rules of the Companies Act applicable at any time, the Board of Directors may re-use or re-issue any lapsed non-exercised warrants issued under article 2.10.1 provided that such re-use or re-issue is effected within the time frame and on the terms stipulated under the authorization in article 2.10.1. Re-use means that the board of directors is entitled to let a third party become a party to an already allocated warrant. Re-issue means that it is possible for the board of directors, within the same authorization, to re-issue warrants to substitute already issued warrants, which have lapsed.
• 2.10.4 The company's shareholders shall have no pre-emptive rights for any shares issued pursuant to warrants. The shares subscribed for by exercise of warrants are to carry the same rights as the company's existing shares, including that the shares are negotiable instruments and must be registered in the name of the holder. No limitations in the negotiability of the new shares shall apply, and no shareholder is obliged to let his/her shares be redeemed, wholly or in part. No limitations shall apply to the pre-emptive rights for the new shares in relation to future increases of the share capital.

2.11 On 12 August 2015 the Board of Directors resolved to exercise the authorizations under article 2.10.1 hereof to issue 120,835 warrants and to adopt the corresponding increase of the share capital. The authoriza-tion under article 2.10.1 is conse-quently reduced to 62,249 warrants. The terms and conditions of the is-sued warrants have been adopted as appendix of today's date to the arti-cles of association.

Each warrant confers a right to sub-scribe for one share of nominal DKK 1 in the Company. The subscription price shall be the following:

• A third of the warrants enti-tles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 32.71;
• A third of the warrants enti-tles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 49.16;
• A third of the warrants enti-tles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 68.27;

The subscription price shall be in-creased with 10 per cent each year on 1 September – first time on 1 Sep-tember 2016.

Appendix of today's date shall form an integral part of the articles of association.

2.12 On 29 October 2015 the General Meeting resolved to issue 87,880 warrants to the Board of Directors and to adopt the corresponding in-crease of the share capital. The terms and conditions of the issued warrants have been adopted as appendix of today's date to the articles of associa-tion.

Each warrant confers a right to sub-scribe for one share of nominal DKK 1 in the Company. The subscription price shall be the following:

• A third of the warrants enti-tles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 32.71;
• A third of the warrants enti-tles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 49.16;
• A third of the warrants enti-tles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 68.27;

The subscription price shall be in-creased with 10 per cent each year on 1 September – first time on 1 Sep-tember 2016.

Appendix of today's date shall form an integral part of the articles of as-sociation.

2.13.1 During the period until 1 April 2023, the Board of Directors shall on one or several occasions be authorized to issue up to a total of 221,017 warrants, each representing a right to subscribe for one share in the company at a nominal value of DKK 1. The Board is further authorized to conduct the capital increases related thereto of up to nominally DKK 221,017. Warrants may be issued to the management and employees in the company and the company's subsidiaries as well as to consultants and advisers without pre-emptive rights for existing shareholders. The Board will set out the remaining conditions for the warrants issued pursuant to this authorization.

• 2.13.2 According to the rules of the Companies Act applicable at any time, the Board of Directors may re-use or re-issue any lapsed non-exercised warrants issued under article 2.13.1 provided that such re-use or re-issue is effected within the time frame and on the terms stipulated under the authorization in article 2.13.1. Re-use means that the board of directors is entitled to let a third party become a party to an already allocated warrant. Re-issue means that it is possible for the board of directors, within the same authorization, to re-issue warrants to substitute already issued warrants, which have lapsed.
• 2.13.3 The company's shareholders shall have no pre-emptive rights for any shares issued pursuant to warrants. The shares subscribed for by exercise of warrants are to carry the same rights as the company's existing shares, including that the shares are negotiable instruments and must be registered in the name of the holder. No limitations in the negotiability of the new shares shall apply, and no shareholder is obliged to let his/her shares be redeemed, wholly or in part. No limitations shall apply to the pre-emptive rights for the new shares in relation to future increases of the share capital.
• 2.14 Until 1 April 2023, the Board of Directors is authorised to, in one or several rounds, increase the Company's share capital by up to nominally DKK 828,815 without pre-emption rights for the shareholders at terms to be decided by the Board of Directors, however, the following conditions must apply to the authority granted:

The new shares shall be subscribed at market price, which shall be determined by the Board of Directors. The new shares shall be -negotiable instruments, registered in the name of the holder and be ranked pari passu with the existing share capital.

Capital increases may also be carried out as consideration for the Company's takeover of an existing business or specific assets or by way of conversion of debt.

3. Shareholder rights

• 3.1 Each share amount of DKK 1 shall carry one vote at General Meetings.
• 3.2 The share certificates of the Compa-ny shall be negotiable instruments.
• 3.3 The transfer of shares shall not be subject to restrictions.
• 3.4 No shareholder shall be under any obligation to allow his/her or its shares to be redeemed.
• 3.5 No shares confer preferential rights on its holder.
• 3.6 The shares shall be issued in demate-rialized form and be registered with VP Securities A/S, Company No. 21 59 93 36. Dividend is paid through VP Securities A/S.
• 3.7 Rights over the shares shall be noti-fied to VP Securities A/S in accord-ance with applicable rules.

4. General Meetings

• 4.1 Within the limitations of the law and these Articles of Association the General Meeting of the shareholders have the supreme power in all affairs of the Company. The General Meetings of the Company shall be held at the registered office of the Company or in the Capital Region of Denmark (in Danish: "Region Hovedstaden") as determined by the Board of Direc-tors.

• 4.2 The Annual General Meeting shall be held each year in such time that the audited and approved annual report may be submitted to the Danish Business Authority before the expiry of the deadline in the Accounting Act. The annual report shall be sub-mitted to the annual general meeting.

• 4.3 The General Meeting shall be convened by the Board of Directors. Notice to General Meetings shall take place via the company's website and in writing, such as by e-mail, to the shareholders listed in the Company register of shareholders, who have requested to be so notified, with at least 2 weeks' and no more than 4 weeks' notice.

• 4.4 The notice shall state the time and place of the General Meeting and include an agenda for the General Meeting stating all proposals that will be dealt with at the General Meeting. If amendments to the Articles are to be dealt with at the General Meeting, the material content of the proposal shall be stated in the notice.
• 4.5 No later than 2 weeks before the General Meeting, the agenda and proposals in full, and in the case of the Ordinary General Meeting also an audited annual report, shall be made available for the shareholders' re-view.
• 4.6 Extraordinary Meetings shall be held when the Board of Directors or the auditor of the Company finds it appropriate or such Meeting is request-ed by one or several shareholders holding in the aggregate 1/20 or more of the total share capital of the Com-pany. A request from the sharehold-ers to such effect shall be communicated to the Board of Directors in writing and must specify the subjects that are to be discussed at the Ex-traordinary General Meeting, notice of which shall be given within 2 weeks after receipt of such request.
• 4.7 To be considered at an Annual General Meeting proposals from shareholders must be submitted to the Board of Directors in due time for inclusion in the agenda for the Annual General Meeting.

• 4.8 The agenda of the ordinary Annual General Meeting shall include the following items:

• Election of Chairman of the Meeting.

• The Report of the Board of Directors on the Company's activities during the past financial year.

• Approval of the annual report.

• Allocation of profits or balancing of a deficit in accordance with the approved annual report.

• Election of members to the Board of Directors, alternate Directors and compensation of Directors.

• Election of auditor.

• Any other business.

• 4.9 A shareholder's right to partake in a general meeting and to vote shall be determined on the basis of the shares, which the shareholder possesses on the registration date. The registration date is one week prior to the general meeting. A shareholder's shareholding and voting rights shall be made up as of the registration date on the basis of the entry of the shareholder's ownership in the shareholders' register and any notices of ownership, which the company has received for entry in the shareholders' register.

• 4.10 A shareholder may partake in person or through proxy. The proxy holder shall present a written and dated power of attorney.
• 4.11 Shareholders or proxy holder may partake on the general meeting with an adviser.

• 4.12 A shareholder, which is entitled to partake in a general meeting, may vote by letter. Letter votes shall be received by the company not later than the last weekday before the general meeting. Letter votes may not be revoked.

• 4.13 All resolutions proposed at the Gen-eral Meeting shall, unless otherwise required under mandatory provisions or subject to these articles, be passed by simple majority of votes.

• 4.14 The passing of resolutions concerning modification of the Articles of Association or the dissolution of the Company requires that 2/3 of the share capital are represented at the General Meeting and that the proposal is adopted by 2/3 of the votes given as well as of the share capital represented and entitled to vote at the General Meeting. In case less than 2/3 of the share capital is represented at the General Meeting, but the proposal is adopted by a quorum of 2/3 of the votes given as well as by 2/3 of the share capital represented and entitled to vote, a new General Meeting shall be convened without delay, at which Meeting the proposal may be adopted by 2/3 of the votes given without regard to the proportion of the share capital represented. Instruments of proxy issued in respect of the first General Meeting shall be valid for the subsequent General Meeting as well, unless explicitly revoked.
• 4.15 The proceedings at the General Meeting of the shareholders shall be recorded in a minute book to be signed by the Chairman of the Meeting. Not later than two weeks from the general meeting, the minute book or a confirmed transcript thereof shall be made available to the shareholders.

5. Electronic communication

• 5.1 The Board is authorised to decide that the Company may use electronic document exchange, and electronic mail (e-mail) in the Company's communication with the shareholders, see Section 92 of the Danish Companies Act.
• 5.2 The above authority can be used when convening the shareholders to the Ordinary and Extraordinary General Meetings, sending the agenda, including the proposal in full to amend the Articles, the annual report, minutes of general meetings as well as other documents and information, which the Company is under a duty to send to the shareholders, whereas all such documents etc. shall be accessible to the shareholders on the Company's website.
• 5.3 The Board is authorised to make such amendments in the Company Articles that are necessary as a result of the Board's use of the authority, and the Board shall be required to inform the shareholders when the authorisation is used.

6. Board of Directors and Management

• 6.1 The Company shall be managed by a Board of Directors consisting of 3-8 members elected by the shareholders at the Annual General Meeting for a term being the period up to the next Annual General Meeting. Re-election is permitted.
• 6.2 The Board of Directors shall elect its Chairman among its own members. At the first meeting of the Board fol-lowing the conclusion of any audit, the audit book shall be presented and all members of the Board shall con-firm that they are aware of the con-tents thereof by signing the same.
• 6.3 The shareholders at a General Meeting may elect a first and second alternate Director for the term until the next Annual General Meeting. If a Director ceases to be a member of the Board before the expiry of his or her term, the first alternate or - if the first alternate has ceased to be an alternate Director - the second alternate Director shall replace the existing Director for the rest of the latter's term.

• 6.4 In the event of a Director being ex-cused, the first alternate Director or - if the first alternate Director has ceased to be an alternate Director or is equally excused - the second alternate Director shall function in lieu of the existing Director for as long as such Director is excused from attending.

• 6.5 The Board of Directors shall adopt rules of procedure for the performance of its duties. The proceedings at Board Meetings shall be recorded in a minute book to be signed by all Directors. Directors are compensated by an annual fee as determined by the shareholders at the Annual General Meeting.

• 6.6 The Board of Directors shall appoint one General Manager to be in charge of day-to-day operations.
• 6.7 The Company's Board of Directors has prepared general guidelines for the incentive remuneration of the Company's management. The guidelines have been discussed and approved on the Company's general meeting. The guidelines have been published on the Company's website.

7. Power to bind the Company

7.1 The Company shall be bound by the joint signatures of the Director together with the Chairman of the Board or the Vice Chairman of the Board or together with 2 members of the Board or by the joint signatures of the Chairman of the Board together with one member of the Board.

8. Auditing

8.1 The Company's accounts shall be audited by an approved accountant elected at a General Meeting. Such auditor shall be elected for a period of one year. Re-election is permitted.

9. Closing of the accounts and distribution of profits

• 9.1 The Company's financial year shall be from 1 January to 31 December.
• 9.2 The Company's annual report shall be prepared in English.

So adopted on General Meeting held on 24 May 2018.

On 3 November 2011 a board meeting of Virogates A/S, CVR no. 25 73 40 33 ("the Company") was held at the Company's premises.

All members of the board of directors were present.

The only item on the agenda was a resolution on the issuing of warrants.

In pursuance of Section 156, Subsection 3 of the Danish Public Companies Act, the board of directors unanimously decided to deselect presentation of statement from the board of directors and the Com-pany auditor's opinion on the statement, cf. Section 156, Subsection 2.

The board of directors passed a resolution on the issuing of warrants, without preferential subscription rights for existing shareholders, for subscription of up to 19,600 shares with a nominal value of DKK 1.00 each, at an exercise price of DKK 110 (total subscription price DKK 2,156,000) pursuant to authorization to the board of directors cf. Article 2.4 – 2.6 in the articles of association.

There has been granted warrants for 2,000 shares to one person 4 November 2011. The warrants have been accrued and are exercisable from 1 May 2012, if the person still is an employee of the Company on this date. Any of the granted shares that have not been subscribed for 1 May 2016 cannot be sub-scribed by the warrant holder.

Furthermore there has been granted warrants for 17,600 shares to one person 4 November 2011. On a quarterly basis, the warrant holder is vesting these warrants and earns the right to subscribe for an ad-ditional 1,100 shares per quarter in the period from 30 June 2012 until 31 March 2016. Any of the granted shares that have not been subscribed for on the vesting date and until 4 years from the vesting date cannot be subscribed by the warrant holder.

In order to exercise the warrants, the warrant holder must notify the Company's managing director thereof and submit a payment equal to the subscription price multiplied by the number of warrants being exercised.

In connection with the granting of warrants, the Company enters into agreement with each of the warrant holders and each warrant holder sign a special shareholder agreement regarding employees share scheme.

Without prejudice to the terms and conditions of this Agreement, the Company's shares allotted to the warrant holder as a result of the exercise of the warrants confer the same rights as those applying to other shares in the Company pursuant to the Company's prevailing articles of association.

Rights attached to the shares take effect upon registration of the capital increase.

In the event that a resolution is passed on share capital increase of any kind, the issuance of new war-rants, convertible loan agreements etc. prior to the (full) exercise of the warrants, such resolution can-not affect the terms for exercising the warrants.

In the event that a share capital decrease is made with payment to the shareholders or, in the event that a resolution is passed on dissolution, including merger or demerger, prior to the (full) exercise of the warrants, the warrant holder shall be entitled to exercise any portion of the warrants that has not been subject to prior exercise by the warrant holder, if the warrant holder's notice of such exercise is given within 4 weeks after the event triggering the rights of exercise of the warrants has become public or in any other way has been notified to the warrant holder. The Company is obligated to immediately noti-fy the warrant holder of the occurrence of such an event.

In the event that the Company becomes subject to a transaction in which a minimum of 50% of the Company's shareholding or the voting rights is transferred to any third party ("Change of Control") (not including existing shareholders in the Company at the time of such change of control) the Com-pany has the right – to be exercised by way of notice to the warrant holder within 8 weeks from the occurrence of such change of control – to require that:

The warrant holder exercises the warrants and then immediately transfers all shares so subscribed to the new shareholder who has obtained or will obtain control of the Company provided that such trans-fer by the warrant holder must be made at terms equal to those applying to the transfer of all other shares transferred in connection with such change of control.

The board of directors authorized Nicolai Jung, Attorney, to register the required amendments to the articles of association in connection with this resolution and the subsequent capital increases.

Board of directors:

Jørgen Axel Thorball, Chairman Jesper Eugen-Olsen Niels Lysholm Engelhard Jan-Ole Hansen, Deputy Chairman Poul Kirketerp Andersson

Appendix of 12 August 2015 to the Articles of Association of ViroGates A/S

Pursuant to authorisation in the articles of association for ViroGates A/S, the Board of Direc-tors has resolved that the following terms and conditions shall apply to warrants which are granted to management and key employees in the company according to the authorisation:

1. General

• 1.1 ViroGates A/S (hereinafter "ViroGates") has decided to introduce an incentive scheme for management and key employees in ViroGates (hereinafter collectively referred to as "Warrant holders"). The scheme is based on issuance of options, also called warrants (hereinafter only referred to as "warrants"), which are not subject to payment.
• 1.2 A warrant is a right, but not an obligation, during fixed periods (exercise periods) to subscribe for new shares in ViroGates at a price fixed in advance (the exercise price). The exercise price shall be determined by the board of directors. Each warrant carries the right to subscribe for nominal DKK 1 share in ViroGates at the subscription price determined by the board of directors at the date of issuance.
• 1.3 Warrants will be offered to members of management and key employees in ViroGates at the discretion of the Board of Directors. The number of warrants offered to each individual shall be based on an individual evaluation of the Warrant holder's duties. The number of warrants and the exercise price for the warrants granted shall be set out in the individual Warrant holder's warrant certificate.

2. Granting/subscription of warrants

• 2.1 Warrant holders who wish to subscribe for the offered warrants shall sign a Warrant Certificate with this Appendix attached and, to the extent required by the Board of Directors, a Security Holder Agreement or similar instrument regulating the relationship between the Warrant holders, ViroGates and ViroGates' other shareholders.
• 2.2 The granting of warrants shall not be subject to payment from the Warrant holders.
• 2.3 ViroGates shall keep records of granted warrants and update the records at suitable inter-vals.

3. Vesting

• 3.1 The warrants shall vest with 1/36 per month from the date of grant of the warrants covered by this Appendix. The board may on an individual basis determine a different vesting period in its decision to issue warrants.
• 3.2 If the stipulated fraction does not amount to a whole number of warrants, the number shall be rounded down to the nearest whole number.
• 3.3 Warrants shall only be vested to the extent the Warrant holder is employed by ViroGates, cf. however clauses 3.4 to 3.6 below.

• 3.4 In the event that the Warrant holder terminates the employment contract and the termination is not a result of breach of the employment terms by ViroGates, and in the event that Viro-Gates terminates the employment contract and the Warrant holder has given ViroGates good reason to do so, then the vesting of warrants shall cease from the time the employment is terminated, meaning from the first day when the Warrant holder is no longer entitled to sala-ry from Viro-Gates, notwithstanding that the Warrant holder has actually ceased to perform his/her duties at an earlier date. In addition hereto the Warrant holder's right, if any, to re-ceive warrants granted after termination of the employment shall cease.

• 3.5 In the event that the Warrant holder terminates the employment and the termination is a result of breach of the employment terms by ViroGates, or in the event that Viro-Gates terminates the employment contract and the Warrant holder having not given ViroGates good reason to do so, then warrants shall continue to vest as if the Warrant holder was still employed by ViroGates.

• 3.6 Should the Warrant holder materially breach the terms of the employment, the vesting of warrants shall cease from the date when the Warrant holder is dismissed due to the material breach.
• 3.7 If the Warrant holder takes leave other than maternity leave – and the leave exceeds 60 days, the dates when the warrants shall be vested shall be postponed by a period corresponding to the duration of the leave.
• 1. Exercise
• 4.1 When a warrant has vested, it may be exercised during the exercise periods. The exercise periods fall in each of the five calendar years following the vesting calendar year. In a calendar year there are two exercise periods of 2 times 3 weeks, being 1 to 21 January and 1 to 21 August. For a warrant vested in 2015 there will thus be the following exercise periods:
• 1 21 January or 1 21 August 2016 1 – 21 January or 1 – 21 August 2017 1 – 21 January or 1 – 21 August 2018 1 – 21 January or 1 – 21 August 2019 1 – 21 January or 1 – 21 August 2020
• 4.2 If the last day of an exercise period is Saturday or Sunday, the exercise period shall also include the first weekday following the stipulated period.
• 4.3 When warrants have vested, the Warrant holder shall be free to choose, which exercise period to apply for the vested warrants, cf. however, clause 4.5 below regarding material breach. It is, however, a condition for exercise that the Warrant holder in a given exercise period exercises warrants, which give a right to subscribe minimum nominal DKK 100 shares.
• 4.4 Warrants not exercised by the Warrant holder during the last exercise period, 1 – 21 August 2020 in the above example, shall become null and void without further notice, compensation or payment of any kind to the Warrant holder.
• 4.5 The Warrant holder's exercise of warrants is in principle and in addition to the above condi-tional upon the Warrant holder being employed in ViroGates at the time when warrants are exercised. In case of termination of the employment the following shall apply:

a. In the event that the Warrant holder is terminating the employment contract and the termination is not a result of breach of the employment by ViroGates, and in the event that ViroGates terminates the employment contract and the Warrant holder having given ViroGates good reason to do so, the Warrant holder is only entitled to exercise the war-rants vested at the time of termination. Exercise shall take place in accordance with the general terms and conditions regarding exercise of warrants stipulated in clause 4.1 – 4.5.

b. In the event that the Warrant holder terminate the employment contract and the termina-tion is a result of breach of the employment by ViroGates, or in the event that ViroGates terminates the employment contract and the Warrant holder have not given ViroGates good reason to do so, the Warrant holder is entitled to exercise the warrants as if the Warrant holder were still employed with ViroGates. Exercise shall take place in accord-ance with the general terms and conditions regarding exercise of warrants stipulated in clause 4.1 – 4.5. This provision shall apply if the employment contract is terminated due to retirement.

c. If the employment is terminated as a consequence of summary dismissal of the Warrant holder on grounds of material breach, all warrants not exercised at that time shall become null and void without notice or compensation If the material breach is committed prior to the dismissal the vesting and the right to exercise warrants shall be deemed to have ceased at the time of the material breach. The Warrant holder shall in this case, af-ter demand from ViroGates, be obligated to sell to ViroGates shares which have been subscribed though exercise of warrants, after the date of the material breach. The shares shall be sold at a price corresponding to the subscription price paid by the Warrant holder.

d. If the employment is terminated due to the death of the Warrant holder all warrants not exercised by the Warrant holder shall become null and void. However, the ViroGates Board of Directors shall, however, as a minimum grant an exemption from this provision to enable the estate of the Warrant holder to exercise the issued warrants whether they have been vested at the time of the death or not on the condition that exercise be effected during the first exercise period commencing after the death.

e. The Board of Directors shall in all instances in connection with a Warrant holder leaving the Company, except in the event of material breach by the Warrant holder, be entitled, but not obligated to deviate from the above sub-points a. – d., so that the Warrant holder based on a full evaluation is treated more favourable in connection with leaving the Company.

4.6 ViroGates' board of directors is in the event of a listing of the company's shares on a stock exchange entitled at its discretion to change the exercise periods in order to coordinate these with applicable rules for insider trading. Unless the Board of Directors resolves otherwise the exercise periods shall in the event of a listing be changed to two - four 21 day periods after respectively the annual report notification and the interim report (six months), respective-ly the quarterly reports.

5. Adjustment of warrants

• 5.1 Changes in ViroGates' capital structure causing a change of the potential possibility of gain attached to a warrant shall require an adjustment of the warrants.
• 5.2 Adjustments shall be made so that the potential possibility of gain attached to a warrant, in so far as possible, shall remain the same before and after the occurrence of an incident causing the adjustment. The adjustment shall be carried out with the assistance of ViroGates' external advisor. The adjustment may be effected either by increase or reduction of the number of shares that can be issued following exercise of a warrant and/or an increase or reduction of the exercise price.
• 5.3 Warrants shall not be adjusted as a result of ViroGates' issue of employee shares, share op-tions and/or warrants as part of employee share option schemes (including options to Direc-tors, advisors and consultants) as well as future exercise of such options and/or warrants. Warrants shall, furthermore, not be adjusted as a result of capital increases following the Warrant holders' and others' exercise of warrants in Viro-Gates.

5.4 Bonus shares

If it is decided to issue bonus shares in ViroGates, warrants shall be adjusted as follows:

The exercise price for each warrant not yet exercised shall be multiplied by the factor:

$$
\alpha\ =\ \frac{\rm A}{\rm \quad \ \ \, (A+B)}
$$

and the number of warrants not yet exercised shall be multiplied by the factor:

where:

A = the nominal share capital before issue of bonus shares, and B = the total nominal value of bonus shares.

If the adjusted number of shares does not amount to whole numbers, the number shall be rounded down to the nearest whole number.

5.5 Changes of capital at a price different from the market price:

If it is decided to increase or reduce the share capital in ViroGates at a price below the mar-ket price (in relation to capital decreases also above the market price), warrants shall be adjusted as follows:

The exercise price for each non-exercised warrant shall be multiplied by the factor:

$$
\alpha = \frac{(A_x K) + (B x T)}{(A+B) x K}
$$

and the number of non-exercised warrants shall be multiplied by the factor:

where:

A = nominal share capital before the change in capital B = nominal change in the share capital

K = market price / closing price of the share on the day prior to the announcement of the change in the share capital, and T = subscription price/reduction price in relation to the change in the share capital

If the adjusted exercise price and/or the adjusted number of shares does not amount to whole numbers, each number shall be rounded down to the nearest whole number.

5.6 Changes in the nominal value of each individual share:

If it is decided to change the nominal value of the shares, warrants shall be adjusted as follows:

The exercise price for each non-exercised warrant shall be multiplied by the factor:

$$
\alpha = \frac{A}{B}
$$

and the number of non-exercised warrants shall be multiplied by the factor:

$$
\alpha_{-}
$$

where:

A = nominal value of each share after the change, and B = nominal value of each share before the change

If the adjusted number of shares does not amount to a whole number, the number shall be rounded down to the nearest whole number.

5.7 Payment of dividend:

If it is decided to pay dividends, the part of the dividends exceeding 10 per cent of the equity capital shall lead to adjustment of the exercise price according to the following formula:

$$
E2 = E1 - \frac{U - Umax}{A}
$$

where:

E2 = the adjusted exercise price E1 = the original exercise price

U = dividends paid out

Umax = 10 per cent of the equity capital, and

A = total number of shares in ViroGates

The equity capital that shall form the basis of the adjustment above is the equity capital stipu-lated in the Annual Report to be adopted at the general meeting where dividends shall be approved before allocation hereof has been made in the Annual Report.

5.8 Other changes in ViroGates' capital position: In the event of other changes in ViroGates' capital position causing changes to the financial value of warrants, warrants shall (save as provided above) be adjusted in order to ensure that the changes do not influence the financial value of the warrants.

The calculation method to be applied to the adjustment shall be decided by an external advisor appointed by the Board of Directors.

It is emphasized that increase or reduction of ViroGates' share capital at market price does not lead to an adjustment of the subscription price or the number of shares to be subscribed.

5.9 Winding-up: Should ViroGates be liquidated, the vesting time for all non-exercised warrants shall be changed so that the Warrant holder may exercise his/her warrants in an extraordinary exercise period immediately preceding the relevant transaction.

5.10 Merger and split:

If ViroGates merges as the continuing company, warrants shall remain unaffected unless, in connection with the merger, the capital is increased at a price other than the market price and in that case warrants shall be adjusted in accordance with clause 5.5.

If ViroGates merges as the terminating company or is split, the continuing company may choose one or a combination of the following possibilities:

• The Warrant holder may exercise all non-exercised warrants (inclusive of warrants not yet vested) immediately before the merger/split, or

• New share instruments in the continuing company/companies of a corresponding financial pre-tax value shall replace the warrants. On split the continuing companies may decide in which company/companies the Warrant holders shall receive the new share instruments.

5.11 Sale and exchange of shares: If more than 50 per cent of the share capital in ViroGates is sold or is part of a share swap, ViroGates may choose one or a combination of the following possibilities:

• The Warrant holder may exercise all non-exercised warrants that are not declared null and void (inclusive of warrants not yet vested) immediately before the sale/swap of shares. Furthermore, the Warrant holder shall undertake an obligation to sell the subscribed shares on the same conditions as the other shareholders (when selling).
• Share instruments in the acquiring company of a corresponding pre-tax value shall replace the issued warrants.

5.12 Common provisions regarding 5.9-5.11:

If one of the transactions mentioned above is made, ViroGates shall inform the Warrant holder hereof by written notice. Upon receipt of the written notice, the Warrant holder shall have 2 weeks – in cases where the Warrant holder may extraordinarily exercise warrants, see 5.9-5.11 – to inform ViroGates in writing whether he/she will make use of the offer. If the Warrant holder has not answered ViroGates in writing within the limit of 2 weeks or fails to pay within the fixed time, warrants shall become null and void without further notice or compensation.

The Warrant holder's rights in connection with decisions made by any competent company body, see 5.9-5.11, shall be contingent on subsequent registration of the relevant decision with the Danish Commerce and Companies Agency provided that registration is a condition of its validity.

6. Stock Exchange listing

6.1 In the event that ViroGates' shares are listed on a stock exchange, the Warrant holder shall accept such changes to the warrants that are necessary for ViroGates', the shareholders' and the Warrant holders' fulfilment of their obligations, especially the duties of disclosure, to the stock exchange. Additionally the Warrant holders shall be obligated to accept such lock-up periods regarding exercise of warrants or a sale of shares which is recommended to Vi-roGates by the investment banks. Finally, the Warrant holders shall be obligated to accept changes to the exercise periods, cf. in this respect above.

7. Transfer, pledge and enforcement

7.1 Issued warrants shall not be subject to charging orders, transfer of any kind, including in connection with division of property on divorce or legal separation, for ownership or as se-curity without the consent of the Board of Directors. The Warrant holder's warrants may, however, be transferred to the Warrant holder's spouse/cohabitant and/or issue in the event of the Warrant holder's death. It is a condition precedent that the recipient signs the at any time applicable shareholders' agreement.

8. Subscription for new shares by exercise of warrants

8.1 Subscription for new shares by exercise of issued warrants must be made through submission by the Warrant holder no later than the last day of the relevant exercise period at 16:00 to ViroGates of an exercise notice drafted by ViroGates. The exercise notice shall be filled in with all information. The company must have received the exercise price for the new shares, payable as a cash contribution, by the last day of the relevant exercise period.

• 8.2 If the limitation period set forth in clause 8.1 expires as a result of ViroGates not having re-ceived the filled-in exercise notice or the payment by 16:00 of the last day of the exercise pe-riod, the subscription shall be deemed invalid, and in this situation the Warrant holder shall not be considered as having exercised his/her warrants for a possible subsequent exercise period.
• 8.3 Warrants not exercised by the Warrant holder during the last exercise period, i.e. where exercise notice and/or payment has not been effected (by 21 August 2020 in the above exam-ple), shall become null and void without notice or compensation.
• 8.4 When the capital increase caused by exercise of warrants has been registered with the Danish Business Authority, the Warrant holder shall receive proof of his shareholding in Viro-Gates.

9. The rights of new shares

• 9.1 New shares subscribed for by exercise of issued warrants shall in every respect have the same rights as the present shares in ViroGates in accordance with the Articles of Association for ViroGates in force from time to time. For the time being, the following shall apply:
• That ViroGates' shareholders shall hold no pre-emptive rights to subscribe for warrants;
• That ViroGates' shareholders shall hold no pre-emptive rights to subscribe for new shares issued on the basis of warrants;
• That the face value of each share shall be DKK 1 or multiples hereof;
• That the shares shall be non-negotiable instruments issued in the name of the holder and the holders' names shall be entered into the ViroGates' share register;
• That new shares issued as a result of exercise of warrants shall carry the right to dividend and other rights in ViroGates from the time of registration of the capital increase with the Danish Business Authority.
• 9.2 ViroGates shall pay all costs connected with granting of warrants and later exercise thereof. ViroGates' costs in connection with issue of warrants and the related capital increase are estimated to DKK 20,000.

10. Sale of shares

10.1 When the Warrant holders have been registered as shareholders in ViroGates, the Warrant holders' shares may be sold in accordance with the provisions of the Security Holder Agreement, or any other agreement between the shareholders of ViroGates.

11. Other provisons

• 11.1 The value attached to the subscription right shall not be included in the Warrant holder's salary, and any agreement made between the Warrant holder and ViroGates regarding pen-sion or the like shall therefore not include the value of the Warrant holder's warrants.
• 11.2 If a relevant authority should establish that the issuance and/ or exercise of warrants shall be considered a salary allowance with the consequence that ViroGates shall pay holiday allow-ance or the like to the Warrant holder on the basis of the value of warrants, the subscription price shall be increased in order to compensate ViroGates for the amounts that have been paid to the Warrant holder in the form of holiday allowance or the like.
• 11.3 The fact that ViroGates offers warrants to Warrant holders shall not in any way obligate ViroGates to maintain the employment.

12. Tax implications

12.1 The tax implications connected to the Warrant holder's subscription for or exercise of warrants shall be of no concern to ViroGates.

13. Governing Law and Venue

• 13.1 Acceptance of warrants, the terms and conditions thereto and the exercise, and terms and conditions for future subscription for shares in ViroGates shall be governed by Danish law.
• 13.2 Any disagreement between the Warrant holder and ViroGates in relation to the understanding or implementation of the warrant scheme shall be settled amicably by negotiation between the parties.
• 13.3 If the parties fail to reach consensus, any disputes shall be settled in accordance with "Rules for hearing of cases in the Copenhagen Arbitration". The Copenhagen Arbitration shall appoint one arbitrator who shall settle the dispute according to Danish law.
• 13.4 In the event of discrepancies between the English and the Danish text the Danish text shall prevail.

Appendix of 29 October 2015 to the Articles of Association of ViroGates A/S

The general meeting of shareholders has resolved that the following terms and conditions shall apply to warrants which are granted to the board of directors in the company:

1. General

• 1.1 ViroGates A/S (hereinafter "ViroGates") has decided to introduce an incentive scheme for the board of directors in ViroGates (hereinafter collectively referred to as "Warrant hold-ers"). The scheme is based on issuance of options, also called warrants (hereinafter only referred to as "warrants"), which are not subject to payment.
• 1.2 A warrant is a right, but not an obligation, during fixed periods (exercise periods) to subscribe for new shares in ViroGates at a price fixed in advance (the exercise price). The exer-cise price shall be determined by the general meeting. Each warrant carries the right to subscribe for nominal DKK 1 share in ViroGates at the subscription price determined by the general meeting at the date of issuance.
• 1.3 Warrants will be offered to directors pursuant to the general meeting's resolution. The number of warrants and the exercise price for the warrants granted shall be set out in the individual Warrant holder's warrant certificate.

2. Granting/subscription of warrants

• 2.1 Warrant holders who wish to subscribe for the offered warrants shall sign a Warrant Certificate with this Appendix attached and, to the extent required by the general meeting, a Security Holder Agreement or similar instrument regulating the relationship between the Warrant holders, including any shareholders' agreement, ViroGates and ViroGates' other shareholders.
• 2.2 The granting of warrants shall not be subject to payment from the Warrant holders.
• 2.3 ViroGates shall keep records of granted warrants and update the records at suitable intervals.

3. Vesting

• 3.1 The warrants shall vest with 1/36 per month from the date of grant of the warrants covered by this Appendix. The general meeting may on an individual basis determine a different vesting period in its decision to issue warrants.
• 3.2 If the stipulated fraction does not amount to a whole number of warrants, the number shall be rounded down to the nearest whole number.
• 3.3 Warrants shall only be vested to the extent the Warrant holder is a member of the board of directors of ViroGates.

4. Exercise

• 4.1 When a warrant has vested, it may be exercised during the exercise periods. The exercise periods fall in each of the five calendar years following the vesting calendar year. In a calendar year there are two exercise periods of 2 times 3 weeks, being 1 to 21 January and 1 to 21 August. For a warrant vested in 2015 there will thus be the following exercise periods:
• 1 21 January or 1 21 August 2016 1 – 21 January or 1 – 21 August 2017 1 – 21 January or 1 – 21 August 2018 1 – 21 January or 1 – 21 August 2019 1 – 21 January or 1 – 21 August 2020
• 4.2 If the last day of an exercise period is Saturday or Sunday, the exercise period shall also include the first weekday following the stipulated period.

4.3 When warrants have vested, the Warrant holder shall be free to choose, which exercise period to apply for the vested warrants, cf. however, clause 4.5 below regarding material breach. It is, however, a condition for exercise that the Warrant holder in a given exercise period exercises warrants, which give a right to subscribe minimum nominal DKK 100 shares.

4.4 Warrants not exercised by the Warrant holder during the last exercise period, 1 – 21 August 2020 in the above example, shall become null and void without further notice, compensation or payment of any kind to the Warrant holder.

4.5 The Warrant holder's exercise of warrants is in principle and in addition to the above conditional upon the Warrant holder being a member of the board of directors in ViroGates at the time when warrants are exercised. The following exceptions apply:

a. If the Warrant holder materially breaches its obligations towards ViroGates, all warrants not exercised at that time shall become null and void without notice or compensation, and the Warrant holder shall in this case, after demand from ViroGates, be obligated to sell to ViroGates shares which have been subscribed through exercise of warrants, after the date of the material breach. The shares shall be sold at a price corresponding to the subscription price paid by the Warrant holder.

b. If the employment is terminated due to the death of the Warrant holder all warrants not exercised by the Warrant holder shall become null and void. However, the ViroGates Board of Directors shall, however, as a minimum grant an exemption from this provision to enable the estate of the Warrant holder to exercise the issued warrants whether they have been vested at the time of the death or not on the condition that exercise be effected during the first exercise period commencing after the death.

c. The Board of Directors shall in all instances in connection with a Warrant holder leaving the board of directors, except in the event of material breach by the Warrant holder, be entitled, but not obligated to deviate from the above requirement that the Warrant holder must be a member of the board of directors when exercising warrants, so that the Warrant holder based on a full evaluation is treated more favourable in connection with leaving the Company.

4.6 ViroGates' general meeting is in the event of a listing of the company's shares on a stock exchange entitled at its discretion to change the exercise periods in order to coordinate these with applicable rules for insider trading. Unless the general meeting resolves otherwise the exercise periods shall in the event of a listing be changed to two - four 21 day periods after respectively the annual report notification and the interim report (six months), respectively the quarterly reports.

5. Adjustment of warrants

• 5.1 Changes in ViroGates' capital structure causing a change of the potential possibility of gain attached to a warrant shall require an adjustment of the warrants.
• 5.2 Adjustments shall be made so that the potential possibility of gain attached to a warrant, in so far as possible, shall remain the same before and after the occurrence of an incident causing the adjustment. The adjustment shall be carried out with the assistance of ViroGates' external advisor. The adjustment may be effected either by increase or reduction of the number of shares that can be issued following exercise of a warrant and/or an increase or reduction of the exercise price.

5.3 Warrants shall not be adjusted as a result of ViroGates' issue of employee shares, share options and/or warrants as part of employee share option schemes (including options to Direc-tors, advisors and consultants) as well as future exercise of such options and/or warrants. Warrants shall, furthermore, not be adjusted as a result of capital increases following the Warrant holders' and others' exercise of warrants in Viro-Gates.

5.4 Bonus shares

If it is decided to issue bonus shares in ViroGates, warrants shall be adjusted as follows:

The exercise price for each warrant not yet exercised shall be multiplied by the factor:

$$
\chi = \frac{A}{(A+B)}
$$

and the number of warrants not yet exercised shall be multiplied by the factor:

where:

A = the nominal share capital before issue of bonus shares, and B = the total nominal value of bonus shares.

If the adjusted number of shares does not amount to whole numbers, the number shall be rounded down to the nearest whole number.

5.5 Changes of capital at a price different from the market price: If it is decided to increase or reduce the share capital in ViroGates at a price below the mar-ket price (in relation to capital decreases also above the market price), warrants shall be adjusted as follows:

The exercise price for each non-exercised warrant shall be

$$
\alpha = \frac{(A \times K) + (B \times T)}{(A+B) \times K}
$$

and the number of non-exercised warrants shall be multiplied by the factor:

where: A = nominal share capital before the change in capital

B = nominal change in the share capital K = market price / closing price of the share on the day prior to the announcement of the change in the share capital, and

T = subscription price/reduction price in relation to the change in the share capital

If the adjusted exercise price and/or the adjusted number of shares does not amount to whole numbers, each number shall be rounded down to the nearest whole number.

5.6 Changes in the nominal value of each individual share: If it is decided to change the nominal value of the shares, warrants shall be adjusted as fol-lows:

The exercise price for each non-exercised warrant shall be multiplied by the factor:

$$
t = \frac{A}{B}
$$

and the number of non-exercised warrants shall be multiplied by the factor:

where: A = nominal value of each share after the change, and B = nominal value of each share before the change

If the adjusted number of shares does not amount to a whole number, the number shall be rounded down to the nearest whole number.

5.7 Payment of dividend:

If it is decided to pay dividends, the part of the dividends exceeding 10 per cent of the equity capital shall lead to adjustment of the exercise price according to the following formula:

where: E2 = the adjusted exercise price E1 = the original exercise price U = dividends paid out Umax = 10 per cent of the equity capital, and A = total number of shares in ViroGates

The equity capital that shall form the basis of the adjustment above is the equity capital stipulated in the Annual Report to be adopted at the general meeting where dividends shall be approved before allocation hereof has been made in the Annual Report.

5.8 Other changes in ViroGates' capital position: In the event of other changes in ViroGates' capital position causing changes to the financial value of warrants, warrants shall (save as provided above) be adjusted in order to ensure that the changes do not influence the financial value of the warrants.

The calculation method to be applied to the adjustment shall be decided by an external advisor appointed by the general meeting.

It is emphasized that increase or reduction of ViroGates' share capital at market price does not lead to an adjustment of the subscription price or the number of shares to be subscribed.

5.9 Winding-up:

Should ViroGates be liquidated, the vesting time for all non-exercised warrants shall be changed so that the Warrant holder may exercise his/her warrants in an extraordinary exercise period immediately preceding the relevant transaction.

5.10 Merger and split:

If ViroGates merges as the continuing company, warrants shall remain unaffected unless, in connection with the merger, the capital is increased at a price other than the market price and in that case warrants shall be adjusted in accordance with clause 5.5.

If ViroGates merges as the terminating company or is split, the continuing company may choose one or a combination of the following possibilities:

• The Warrant holder may exercise all non-exercised warrants (inclusive of warrants not yet vested) immediately before the merger/split, or
• New share instruments in the continuing company/companies of a corresponding fi-nancial pre-tax value shall replace the warrants. On split the continuing companies may decide in which company/companies the Warrant holders shall receive the new share instruments.

5.11 Sale and exchange of shares:

If more than 50 per cent of the share capital in ViroGates is sold or is part of a share swap, ViroGates may choose one or a combination of the following possibilities:

• The Warrant holder may exercise all non-exercised warrants that are not declared null and void (inclusive of warrants not yet vested) immediately before the sale/swap of shares. Furthermore, the Warrant holder shall undertake an obligation to sell the subscribed shares on the same conditions as the other shareholders (when selling).
• Share instruments in the acquiring company of a corresponding pre-tax value shall replace the issued warrants.
• 5.12 Common provisions regarding 5.9-5.11:

If one of the transactions mentioned above is made, ViroGates shall inform the Warrant holder hereof by written notice. Upon receipt of the written notice, the Warrant holder shall have 2 weeks – in cases where the Warrant holder may extraordinarily exercise warrants, see 5.9-5.11 – to inform ViroGates in writing whether he/she will make use of the offer. If the Warrant holder has not answered ViroGates in writing within the limit of 2 weeks or fails to pay within the fixed time, warrants shall become null and void without further notice or com-pensation.

The Warrant holder's rights in connection with decisions made by any competent company body, see 5.9-5.11, shall be contingent on subsequent registration of the relevant decision with the Danish Business Authority provided that registration is a condition of its validity.

6. Stock Exchange listing

6.1 In the event that ViroGates' shares are listed on a stock exchange, the Warrant holder shall accept such changes to the warrants that are necessary for ViroGates', the shareholders' and the Warrant holders' fulfilment of their obligations, especially the duties of disclosure, to the stock exchange. Additionally the Warrant holders shall be obligated to accept such lock-up periods regarding exercise of warrants or a sale of shares which is recommended to Vi-roGates by the investment banks. Finally, the Warrant holders shall be obligated to accept changes to the exercise periods, cf. in this respect above.

7. Transfer, pledge and enforcement

7.1 Issued warrants shall not be subject to charging orders, transfer of any kind, including in connection with division of property on divorce or legal separation, for ownership or as se-curity without the consent of the Board of Directors. The Warrant holder's warrants may, however, be transferred to the Warrant holder's spouse/cohabitant and/or issue in the event of the Warrant holder's death. It is a condition precedent that the recipient signs the at any time applicable shareholders' agreement.

8. Subscription for new shares by exercise of warrants

• 8.1 Subscription for new shares by exercise of issued warrants must be made through submission by the Warrant holder no later than the last day of the relevant exercise period at 16:00 to ViroGates of an exercise notice drafted by ViroGates. The exercise notice shall be filled in with all information. The company must have received the exercise price for the new shares, payable as a cash contribution, by the last day of the relevant exercise period.

• 8.2 If the limitation period set forth in clause 8.1 expires as a result of ViroGates not having re-ceived the filled-in exercise notice or the payment by 16:00 of the last day of the exercise pe-riod, the subscription shall be deemed invalid, and in this situation the Warrant holder shall not be considered as having exercised his/her warrants for a possible subsequent exercise period.

• 8.3 Warrants not exercised by the Warrant holder during the last exercise period, i.e. where exercise notice and/or payment has not been effected (by 21 August 2020 in the above exam-ple), shall become null and void without notice or compensation.

• 8.4 When the capital increase caused by exercise of warrants has been registered with the Danish Business Authority, the Warrant holder shall receive proof of his shareholding in ViroGates.

9. The rights of new shares

• 9.1 New shares subscribed for by exercise of issued warrants shall in every respect have the same rights as the present shares in ViroGates in accordance with the Articles of Association for ViroGates in force from time to time. For the time being, the following shall apply:
• That ViroGates' shareholders shall hold no pre-emptive rights to subscribe for warrants;
• That ViroGates' shareholders shall hold no pre-emptive rights to subscribe for new shares issued on the basis of warrants;
• That the face value of each share shall be DKK 1 or multiples hereof;
• That the shares shall be non-negotiable instruments issued in the name of the holder and the holders' names shall be entered into the ViroGates' share register;
• That new shares issued as a result of exercise of warrants shall carry the right to dividend and other rights in ViroGates from the time of registration of the capital increase with the Danish Business Authority.
• 9.2 ViroGates shall pay all costs connected with granting of warrants and later exercise thereof. ViroGates' costs in connection with issue of warrants and the related capital increase are estimated to DKK 20,000.

10. Sale of shares

10.1 When the Warrant holders have been registered as shareholders in ViroGates, the Warrant holders' shares may be sold in accordance with the provisions of the Security Holder Agreement, or any other agreement between the shareholders of ViroGates.

11. Other provisons

• 11.1 The value attached to the subscription right shall not be included in the Warrant holder's salary, and any agreement made between the Warrant holder and ViroGates regarding pen-sion or the like shall therefore not include the value of the Warrant holder's warrants.
• 11.2 If a relevant authority should establish that the issuance and/ or exercise of warrants shall be considered a salary allowance with the consequence that ViroGates shall pay holiday allowance or the like to the Warrant holder on the basis of the value of warrants, the subscription price shall be increased in order to compensate ViroGates for the amounts that have been paid to the Warrant holder in the form of holiday allowance or the like.
• 11.3 The fact that ViroGates offers warrants to Warrant holders shall not in any way obligate ViroGates to maintain the employment.

12. Tax implications

12.1 The tax implications connected to the Warrant holder's subscription for or exercise of warrants shall be of no concern to ViroGates.

13. Governing Law and Venue

• 13.1 Acceptance of warrants, the terms and conditions thereto and the exercise, and terms and conditions for future subscription for shares in ViroGates shall be governed by Danish law.
• 13.2 Any disagreement between the Warrant holder and ViroGates in relation to the understanding or implementation of the warrant scheme shall be settled amicably by negotiation between the parties.
• 13.3 If the parties fail to reach consensus, any disputes shall be settled in accordance with "Rules for hearing of cases in the Copenhagen Arbitration". The Copenhagen Arbitration shall appoint one arbitrator who shall settle the dispute according to Danish law.
• 13.4 In the event of discrepancies between the English and the Danish text the Danish text shall prevail.

Convertible Loan Note

between Lender

and

ViroGates A/S

This Convertible Loan Note (the "Agreement") is dated DATE and is made between:

XXX XXX XXX ("Lender") and

ViroGates A/S (company number CVR 25734033) whose registered office is at Blokken 45, 3460 Birkerød, Denmark (the "Borrower"),

• 1. Introduction
• 1.1 1.1.The Lender and the Borrower have agreed to enter into this Agreement for the provision of a con-vertible loan facility of DKK [amount] in aggregate (the "Loan") on the terms and subject to the conditions set out herein.
• 1. Definitions
• 2.1 In this Agreement, the following terms have the meaning set forth below:

"Agreement": has the meaning set forth above;

"Articles": means the articles of association of the Borrower adopted on 9 December 2015;

"Business Day": means a day (other than a Saturday, Sunday or bank holiday) on which banks are open for the transaction of all normal banking business in Denmark;

"Event of Default": means any of the events or circumstances set out in Clause 7.2;

"Interest": has the meaning set forth below;

"Investment": means any financing of the Borrower, which does not qualify as a Qualified Investment Round, that occurs prior to the Maturity Date pursuant to which Shares are issued and which is not the result of the conversion into Shares of warrants awarded to employees or directors of the Company as part of their remuneration subsequently to the date of this Agreement;

"Loan": has the meaning set forth above;

"Maturity Date": means 31 December 2018;

"Shares": means the ordinary shares of DKK 1.00 each in the capital of the Borrower, having the rights set out in the Articles of the Borrower;

3. Interest

3.1 The Borrower shall pay interest on the Loan ("Interest") from the date hereof at a rate of 13.5 per cent per annum up until the Maturity Date, however in case of prepayment of the Loan, the Interest accrued on the Loan shall never be less than DKK [AMOUNT]. Such Interest shall accrue from day to day by reference to a year of 365 days and shall be payable each year on 31 December or payable or convertible (as the case may be) when the Loan becomes repayable or convertible pursuant to this Agreement.

4. Repayment

• 4.1 Unless converted in accordance with Clause 5 below, the Loan, together with accrued Interest, shall be repaid in full by the Borrower on demand with five Business Days' notice by the Lender on or after the Maturity Date. Except in an Event of Default, the Lender may not de-mand that repayment of the Loan or Interest accrued thereon shall take place in advance of the Maturity Date.
• 4.2 The Borrower may prepay the loan (together with accrued Interest) in whole, but not in part, at any point in time, but such prepayment shall not affect any conversion rights of the Lender already accrued.

5. Conversion

• 5.1 In case (i) a Qualified Investment Round, (ii) an Industrial Sale or (iii) Dissolution (as defined below) takes place in the period between the date of this Agreement and the Maturity Date, the Lender has the right but no obligation to convert this Loan to Shares in the Company (in-cluding accrued Interest, cf. Clause 3 above).
• 5.2 In case of a Qualified Investment Round the conversion rate shall be identical to the subscrip-tion rate used in the Qualified Investment Round, which triggers the conversion. The same principles apply in case of conversion in connection with an Industrial Sale or Dissolution.
• 5.3 A "Qualified Investment Round " shall be defined as the first cash capital increase of the Company for an amount at least corresponding to DKK 5 million (one or more cash contribu-tions in the same investment round shall be regarded as one aggregate contribution notwith-standing whether these may be registered in several instances), which has taken place after the issue of this Loan. A "Qualified Investment Round" shall also be the listing of the Com-pany on a stock exchange, including by way of ADSs or ADRs, or multilateral trading facility. In such case, the subscription rate shall be such rate as the board of directors of the Com-pany deems to correspond to the average price of the shares in the listing.
• 5.4 An "Industrial Sale" shall be defined as the entering into of an agreement for (a) the sale to one or more bona fide third parties of more than 50 per cent of the outstanding Shares of the Company as at the date of the agreement (that is without regard to such Shares as may be is-sued pursuant to conversion under this Clause 5 or (b) any sale to one or more bona fide third parties of all or the majority of the Company's assets or intellectual property rights (through one or more transactions).
• 5.5 A "Dissolution" shall be defined as the i) the Company prior to the Maturity Date adopts a resolution to de-merge the Company or to merge the Company with the Company as the dis-continuing entity or to enter into liquidation or ii) in case of an exchange of shares in the Company with shares in another company, without the Loan in this connection is taken over by the continuing company on terms materially identical to the Lender's.
• 5.6 If no (i) Qualified Investment Round, (ii) Industrial Sale or (iii) Dissolution has taken place at the latest two months prior to the Maturity Date, the Lender may convert the Loan, including accrued Interest, cf. Clause 3 above, in its entirety into Shares at a subscription price of DKK 29 per share of nominal value DKK 1. The Lender's demand for conversion shall be re-ceived by the Borrower not later than on the last Business Day falling not later than two weeks prior to the Maturity Date.

5.7 5.7. No later than 2 months prior to maturity date, the borrower shall with not less than one week's written notice summon all lenders to a meeting regarding the repayment or conversion of all the loans. The decision whether to convert or repay the loan remain entirely with the Lender.

6. Issue of warrants

6.1 If the Lender converts the Loan to Shares in connection with a Qualified Investment Round, the Lender shall be awarded [NUMBER] warrants entitling the Lender to subscribe for nomi-nal DKK [SAME NUMBER] shares in the Company at an exercise price corresponding to the subscription price of the conversion under the Qualified Investment Round, with an exercise period commencing at the time of conversion and terminating two years thereafter and on the further terms set forth in Appendix B hereto.

7. Events of Default

• 7.1 The Lender may, without prejudice to its other rights hereunder, terminate its obligation to make the Loan available, declare the Loan together with all accrued interest and other mon-eys payable hereunder immediately repayable or payable at any time after any Event of De-fault shall have occurred. The Borrower shall repay or pay any moneys declared repayable or payable under this Clause 7 forthwith upon such declaration being made.
• 7.2 There shall be an Event of Default if:
• 7.2.1 the Borrower fails to pay any sum payable by it under this Agreement when due; or
• 7.2.2 the Borrower stops or suspends payment of its debts or is unable to or admits inability to pay its debts as they fall due or is likely to do so (in each case within the meaning of section 2a of the Insolvency Act ("Konkursloven") or otherwise) or becomes insolvent or proposes or commences negotiations with one or more of its creditors with a view to the general resched-uling of its debts or proposes or enters into any composition or other arrangement for the benefit of its creditors generally or any class of its creditors; or
• 7.2.3 an order is made or resolution passed for the winding up or administration of the Borrower or a notice is issued convening a meeting for the purpose of passing such a resolution or the Borrower suspends or ceases or threatens to suspend or cease to carry on its business;
• 7.2.4 the Borrower suspends or ceases, or threatens to suspend or cease, to carry on its business or any material part thereof in the normal course; or
• 7.2.5 the Borrower (prior to the Maturity Date) obtains debt other than this Agreement and similar convertible loan notes on the same date for the provision of a convertible loan facility.
• 7.2.6 The Borrower undertakes and warrants that similar convertible loan notes obtained according to section 7.2.5. of this Agreement will be on materially the same terms except for the principal amount and associated interest payment cf. section 3.1 and the warrants issued cf. section 6.1.

8. Assignment

• 8.1 The Borrower shall not be entitled to assign or transfer its obligations under this Agreement without the prior written consent of the Lender.
• 8.2 The Lender may assign or otherwise transfer any of its rights and obligations under this Agreement, however only to an existing shareholder of the Company.
• 8.3 Any person to whom the Lender shall transfer any part of the Loan in accordance with clause 8.2 above, shall notify the Borrower of such transfer.

9. General

• 9.1 The waiver, express or implied, by any party of any right under this Agreement or any failure to perform or breach by another party shall not constitute or be deemed a waiver of any other right under this Agreement.
• 9.2 No amendment, change or addition hereto shall be effective or binding on any party unless reduced to writing and executed by all the parties for the time being.
• 9.3 If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
• 9.4 This Agreement is subject also to the General Terms and Conditions attached hereto as Appendix A.
• 9.5 Any Lender not already party to the shareholders' agreement applicable to the Company shall upon conversion of the Loan accede to the said shareholders' agreement at the time and become a party thereto.
• 9.6 This Agreement is governed by and is to be construed in accordance with the laws of Denmark and the parties hereby agree to submit to the exclusive jurisdiction of the Danish courts.

Appendix A to Convertible Loan Note, cf. clause 2.9

General Terms & Conditions:

• 1. Exercise of Conversion Rights
• 1.1 The Borrower shall be required to notify the Lenders in writing about events, which entitle the Lenders to exercise their conversion rights under Clause 6 of the Agreement and on the terms upon which the conversion takes place.
• 1.2 In the notice, the Borrower shall give a time limit of at least five and not more than ten Busi-ness Days within which the Lenders shall notify the Borrower whether the conversion right is exercised.
• 1.3 To exercise their conversion right, the Lenders must within the time limit given give written notice hereof to the Borrower's board of directors at the Borrower's address.

2. Other Terms for Conversion

• 2.1 If the Borrower resolves to issue bonus shares, the Lenders shall at conversion of the Loan receive such additional number of Shares as they would have received if the conversion had taken place immediately in advance of the issue of bonus shares.
• 2.2 If a decision is passed in the Borrower to increase the Borrower's capital through issue of convertible loan notes, warrants or similar instruments in the Borrower, which entitle the holder to subscribe for shares in the Borrower at a price which corresponds to the market price at the time of the subscription, no adjustments to the conditions of the conversion of the Loan shall take place.
• 2.3 If the Borrower resolves to merge with one or more companies with the Borrower as the con-tinuing entity, or if the Borrower receives stock, no amendment to the number of shares resulting in the conversion of the Loan shall take place.
• 2.4 If the Borrower resolves to decrease its share capital, the number of shares being received as a result of a conversion shall be reduced to such number of Shares as the Lenders would have received had the conversion taken place immediately before the capital decrease.

2.5 If other amendments of the Borrower take place, of a similar nature and with a similar effect for the Lenders as set forth above, including adjustments to the nominal value of the Shares, an adjustment of the number of Shares received upon conversion of the Loan shall take place. The adjustment shall take place as soon as possible after the implementation of the amendment in question and to the greatest possible extent subject to the principles set forth above and, additionally, so as to ensure that the financial value, as reasonably assessed by the Borrower, of the Loan after the amendment in question has taken place to the greatest possible extent corresponds to the financial value of the Loan prior to the amendment.

3. The Rights and Obligations of the new Shares

• 3.1 For the new Shares, to which conversion may take place, the following shall apply:
• 3.1.1 that the new Shares shall be issued in denominations of DKK 1.00;
• 3.1.2 that the new Shares shall be issued in the name of the holder and shall be registered in the Company's register of shareholders;
• 3.1.3 that the new Shares shall be non-negotiable instruments;
• 3.1.4 that no rights of pre-emption shall apply upon conversion of the Loan;
• 3.1.5 that the Company has not currently issued share certificates;
• 3.1.6 that no restrictions or limitations shall apply with regard to the pre-emptive subscription rights of the new Shares in connection with future issues of shares by the Company; and
• 3.1.7 that the new Shares entitle the holder to dividends and other rights in the Borrower from the time of conversion into new Shares.

4. Costs

4.1 The costs connected with the issue of the convertible loan note and in connection with the potential later conversion into Shares shall be defrayed by the Borrower.

Appendix B to Convertible Loan Note, cf. clause 2.9

The following terms and conditions shall apply to the awarded warrants:

1. General

• 1.1 A warrant is a right, but not an obligation, during fixed periods (exercise periods) to subscribe for new shares in ViroGates at a price fixed in advance (the exercise price). The exercise price for the warrants issued under these terms and conditions shall be [UD-NYTTELSESPRIS SKAL INDSÆTTES]. Each warrant carries the right to subscribe for nominal DKK 1 share in ViroGates at the said subscription price.
• 1.2 In connection with the issue of warrants to a warrant holder (the "Warrantholder"), a war-rant certificate shall be issued. It shall transpire from the individual Warrantholder's warrant certificate how many warrants he/she has been awarded and the exercise price for such warrants.

2. Granting/subscription of warrants

• 2.1 Warrantholders who wish to subscribe the offered warrants shall sign a Warrant Certificate with this Appendix 1 attached.
• 2.2 The granting of warrants shall not be subject to payment from the Warrantholders.
• 2.3 ViroGates shall keep records of granted warrants and update the records at suitable intervals.

3. Vesting

3.1 Upon the award of warrants under these terms and conditions, the Warrantholder shall already be entitled to exercise the warrants.

4. Exercise

• 4.1 Warrants awarded under these terms and conditions may be exercised at any point in time for two years from the time of award.
• 4.2 Warrants not exercised by the Warrantholder in due time, shall become null and void without further notice, compensation or payment of any kind to the Warrantholder.
• 4.3 ViroGates' board of directors is in the event of a listing of the company's shares on a stock exchange entitled at its discretion to change the exercise periods in order to coordinate these with applicable rules for insider trading. Unless the Board of Directors resolves otherwise the exercise periods shall in the event of a listing be changed to two - four 21 day periods af-ter respectively the annual report notification and the interim report (six months), respectively the quarterly reports.

5. Adjustment of warrants

• 5.1 Changes in ViroGates' capital structure causing a change of the potential possibility of gain attached to a warrant shall require an adjustment of the warrants.
• 5.2 Adjustments shall be made so that the potential possibility of gain attached to a warrant, in so far as possible, shall remain the same before and after the occurrence of an incident causing the adjustment. The adjustment shall be carried out with the assistance of ViroGates' external advisor. The adjustment may be effected either by increase or reduction of the number of shares that can be issued following exercise of a warrant and/or an increase or reduction of the exercise price.
• 5.3 Warrants shall not be adjusted as a result of ViroGates' issue of employee shares, share options and/or warrants as part of employee share option schemes (including options to Direc-tors, advisors and consultants) as well as future exercise of such options and/or warrants. Warrants shall, furthermore, not be adjusted as a result of capital increases following the Warrantholders' and others' exercise of warrants in ViroGates.
• 5.4 Bonus shares

If it is decided to issue bonus shares in ViroGates, warrants shall be adjusted as follows:

The exercise price for each warrant not yet exercised shall be multiplied by the factor:

and the number of warrants not yet exercised shall be multiplied by the factor:

where:

A = the nominal share capital before issue of bonus shares, and B = the total nominal value of bonus shares.

If the adjusted number of shares does not amount to whole numbers, the number shall be rounded down to the nearest whole number.

5.5 Changes of capital at a price different from the market price: If it is decided to increase or reduce the share capital in ViroGates at a price below the mar-ket price (in relation to capital decreases also above the market price), warrants shall be ad-justed as follows:

The exercise price for each non-exercised warrant shall be multiplied by the factor:

$$
\alpha = \frac{(A \times K) + (B \times T)}{(A+B) \times K}
$$

and the number of non-exercised warrants shall be multiplied by the factor:

where:

A = nominal share capital before the change in capital

B = nominal change in the share capital

K = market price / closing price of the share on the day prior to the announcement of the change in the share capital, and T = subscription price/reduction price in relation to the change in the share capital

If the adjusted exercise price and/or the adjusted number of shares does not amount to whole numbers, each number shall be rounded down to the nearest whole number.

5.6 Changes in the nominal value of each individual share: If it is decided to change the nominal value of the shares, warrants shall be adjusted as follows:

The exercise price for each non-exercised warrant shall be multiplied by the factor:

and the number of non-exercised warrants shall be multiplied by the factor:

where:

A = nominal value of each share after the change, and B = nominal value of each share before the change

If the adjusted number of shares does not amount to a whole number, the number shall be rounded down to the nearest whole number.

5.7 Payment of dividend:

If it is decided to pay dividends, the part of the dividends exceeding 10 per cent of the equity capital shall lead to adjustment of the exercise price according to the following formula:

where:

• E2 = the adjusted exercise price E1 = the original exercise price U = dividends paid out Umax = 10 per cent of the equity capital, and
• A = total number of shares in ViroGates

The equity capital that shall form the basis of the adjustment above is the equity capital stipu-lated in the Annual Report to be adopted at the general meeting where dividends shall be approved before allocation hereof has been made in the Annual Report.

5.8 Other changes in ViroGates' capital position:

In the event of other changes in ViroGates' capital position causing changes to the financial value of warrants, warrants shall (save as provided above) be adjusted in order to ensure that the changes do not influence the financial value of the warrants.

The calculation method to be applied to the adjustment shall be decided by an external advisor appointed by the Board of Directors.

It is emphasized that increase or reduction of ViroGates' share capital at market price does not lead to an adjustment of the subscription price or the number of shares to be subscribed.

5.9 Winding-up:

Should ViroGates be liquidated, the vesting time for all non-exercised warrants shall be changed so that the Warrantholder may exercise his/her warrants in an extraordinary exercise period immediately preceding the relevant transaction.

5.10 Merger and split:

If ViroGates merges as the continuing company, warrants shall remain unaffected unless, in connection with the merger, the capital is increased at a price other than the market price and in that case warrants shall be adjusted in accordance with clause 5.5.

If ViroGates merges as the terminating company or is split, the continuing company may choose one or a combination of the following possibilities:

• The Warrantholder may exercise all non-exercised warrants (inclusive of warrants not yet vested) immediately before the merger/split, or
• New share instruments in the continuing company/companies of a corresponding financial pre-tax value shall replace the warrants. On split the continuing companies may decide in which company/companies the Warrantholders shall receive the new share instruments.
• 5.11 Sale and exchange of shares:

If more than 50 per cent of the share capital in ViroGates is sold or is part of a share swap, ViroGates may choose one or a combination of the following possibilities:

• The Warrantholder may exercise all non-exercised warrants that are not declared null and void (inclusive of warrants not yet vested) immediately before the sale/swap of shares. Furthermore, the Warrantholder shall un-dertake an obligation to sell the subscribed shares on the same conditions as the other shareholders (when selling).
• Share instruments in the acquiring company of a corresponding pre-tax value shall replace the issued warrants.

5.12 Common provisions regarding 5.9-5.11: If one of the transactions mentioned above is made, ViroGates shall inform the Warranthold-er hereof by written notice. Upon receipt of the written notice, the Warrantholder shall have 2 weeks – in cases where the Warrantholder may extraordinarily exercise warrants, see 5.9-5.11 – to inform ViroGates in writing whether he/she will make use of the offer. If the War-rantholder has not answered ViroGates in writing within the limit of 2 weeks or fails to pay within the fixed time, warrants shall become null and void without further notice or compensation.

The Warrantholder's rights in connection with decisions made by any competent company body, see 5.9-5.11, shall be contingent on subsequent registration of the relevant decision with the Danish Business Authority provided that registration is a condition of its validity.

102 INVITATION TO ACQUIRE SHARES IN VIROGATES A/S

6. Stock Exchange listing

6.1 In the event that ViroGates' shares are listed on a stock exchange, the Warrantholder shall accept such changes to the warrants that are necessary for ViroGates', the shareholders' and the Warrantholders' fulfilment of their obligations, especially the duties of disclosure, to the stock exchange. Additionally the Warrantholders shall be obligated to accept such lock-up periods regarding exercise of warrants or a sale of shares which is recommended to ViroGates by the investment banks. Finally the Warrantholders shall be obligated to accept changes to the exercise periods, cf. in this respect above.

7. Transfer, pledge and enforcement

• 7.1 Issued warrants shall not be subject to charging orders, transfer of any kind, including in connection with division of property on divorce or legal separation, for ownership or as se-curity without the consent of the Board of Directors. The Warrantholder's warrants may, however, be transferred to the Warrantholder's spouse/cohabitant and/or issue in the event of the Warrantholder's death. It is a condition precedent that the recipient signs the at any time applicable shareholders' agreement.
• 1. Subscription for new shares by exercise of warrants
• 8.1 Subscription for new shares by exercise of issued warrants must be made through submission by the Warrantholder no later than the last day of the relevant exercise period at 16:00 to ViroGates of an exercise notice drafted by ViroGates. The exercise notice shall be filled in with all information. The company must have received the exercise price for the new shares, payable as a cash contribution, by the last day of the relevant exercise period.
• 8.2 If the limitation period set forth in clause 8.1 expires as a result of ViroGates not having re-ceived the filled-in exercise notice or the payment by 16:00 of the last day of the exercise pe-riod, the subscription shall be deemed invalid, and in this situation the Warrantholder shall not be considered as having exercised his/her warrants for a possible subsequent exercise period.
• 8.3 Warrants not exercised by the Warrantholder in due time, shall become null and void without notice or compensation.
• 8.4 When the capital increase caused by exercise of warrants has been registered with the Danish Business Authority, the Warrantholder shall receive proof of his shareholding in ViroGates.

9. The rights of new shares

• 9.1 New shares subscribed for by exercise of issued warrants shall in every respect have the same rights as the present shares in ViroGates in accordance with the Articles of Association for ViroGates in force from time to time. For the time being, the following shall apply:
• That ViroGates' shareholders shall hold no pre-emptive rights to subscribe for warrants;
• That ViroGates' shareholders shall hold no pre-emptive rights to subscribe for new shares issued on the basis of warrants;
• That the face value of each share shall be DKK 1 or multiples hereof;
• That the shares shall be non-negotiable instruments issued in the name of the holder and the holders' names shall be entered into the ViroGates' share register;
• That new shares issued as a result of exercise of warrants shall carry the right to dividend and other rights in ViroGates from the time of registration of the capital increase with the Danish Business Authority.

9.2 ViroGates shall pay all costs connected with granting of warrants and later exercise thereof. Viro-Gates' costs in connection with issue of warrants and the related capital increase are esti-mated to DKK 35,000.

10. Sale of shares

10.1 When the Warrantholders have been registered as shareholders in ViroGates, the Warrantholders' shares may be sold in accordance with the provisions of the shareholders' agreement for ViroGates.

11. Tax implications

11.1 The tax implications connected to the Warrantholder's subscription for or exercise of warrants shall be of no concern to ViroGates.

12. Governing Law and Venue

• 12.1 Acceptance of warrants, the terms and conditions thereto and the exercise, and terms and conditions for future subscription for shares in ViroGates shall be governed by Danish law.
• 12.2 Any disagreement between the Warrantholder and ViroGates in relation to the understanding or implementation of the warrant scheme shall be settled amicably by negotiation between the parties.
• 12.3 If the parties fail to reach consensus, any disputes shall be settled in accordance with "Rules for hearing of cases in the Copenhagen Arbitration". The Copenhagen Arbitration shall appoint one arbitrator who shall settle the dispute according to Danish law.
• 12.4 In the event of discrepancies between the English and the Danish text the Danish text shall prevail.

Glossary

Word/phrase	Definition
Acute Care	A branch of secondary healthcare where a patient receives active but short-term treatment for a severe injury or episode of illness, an urgent medical condition, or during recovery from surgery. In medical terms, care for acute health conditions is the opposite from chronic care, or longer term care. In the US often used interchangeable with the term Emergency Care – practiced in an Emergency Department.
Acute Care Market	The market that addresses the need of Acute Care patients.
ADAPT	"Adaptive process triage" is a triage system developed in Sweden in 2006. It uses vital signs and a questionnaire to assess the severity of Acute Care patients.
Aetiology	The cause, set of causes, or manner of causation of a disease or condition.
AIDS	Acquired Immuno Deficiency Syndrom.
APACHE II	Acute Physiology And Chronic Health Evaluation II. APACHE II is a protocol designed to measure the severity of disease for adult patients.
Antibody	A protein with the ability to bind another protein e.g. suPAR. Used in assays measuring suPAR.
AUC	Area Under the Curve – a combined measure of sensitivity and specificity in regard to a defined endpoint, e.g. mortality.
BMI	Body Mass Index. The BMI value is used as a measure to categorize a person as underweight, normal weight, overweight or obese.
BP	Blood Pressure.
CE Marking	CE Marking is a mandatory conformity marking for certain products sold within EFTA and the European Union according to the EU CE in-vitro diagnostics directive (In Vitro Diagnostic Medical Device Directive, IVDMDD (98/79/EC)).
CRM	Customer Relationship Management.
COPD	Chronic obstructive pulmonary disease.
CRP	C-Reactive Protein. CRP is an acute-phase protein of hepatic origin measureable in blood. The rate of CRP production increases in response to inflammation and CRP therefore is used as a marker for infection and inflammation.
CVD	Cardiovascular Disease.
DEPT	Danish Emergency Process Triage – a Danish developed triage system for assessing risk of Acute Care patients using a colour grade system and based on vital signs and questionnaires to the patients.
Diagnosing	The ability to recognize a disease using biomarkers or clinical signs and symptoms.
Dx	Diagnostics (often used to describe the Diagnostics market).
EC	Emergency Care – the practice of emergency medicine – often used interchangeably with Acute Care. In the US however often used more broadly as care given in the Emergency Department to both severe and more benign patient cases.
ED	Often used interchangeably with Acute Care Department, however in the US also often used more broadly as a department handling both severe and more benign patient cases.
ELISA	Enzyme-Linked Immunosorbent Assay. ELISA is an analytic, biochemistry assay capable of detecting and quantifying a substance in a liquid sample.
EMA	European Medicines Agency. EMA is a government body granting approval of new medicines and monitoring the use and safety of medicines in European countries.
Emergency Care	Providing, urgent, critical and often life-saving measures to a patient. Often used interchangeably with Acute Care.
Emergency room	American used term for Emergency Department or Acute Care Department.
FDA	Food and Drug Administration. FDA is an agency within the U.S. Department of Health and Human Services, protecting the public health by assuring the safety, effectiveness, quality, and security of human and veterinary drugs, vaccines and other biological products, as well as medical devices.
GP	General Practitioner.
HIV	Human Immunodeficiency Virus
Hybridomas	Cells created by fusion between an anti-body producing cell and a cancer cell (immortal cell line).
Inpatient Rehabilitation Facility (IRF)	A facility licensed under state laws to provide skilled nursing care and intensive rehabilitative services.
ICU	Intensive Care Unit.
IVD	In Vitro Diagnostics. In vitro means out of body, in contrast to In vivo meaning in the body.
Intensive Care	Continuous treatment provided for those who are seriously ill, very badly injured or who have just had an operation.

ISIN	International Securities Identification Number.
IVD	In Vitro Diagnostic. An IVD device is any device, reagent, material or system designed for use in the laboratory diagnosis of disease or health status. The term also refers to a general category that are highly regulated by FDA, EMA and other regulatory bodies.
KOL	Key Opinion Leader.
Lateral flow	A method for biomarker measurement using a stick. Best known in pregnancy tests. ViroGates have developed a quantitative lateral flow test for quick determination of suPAR (suPARnostic® QT).
Long Term Acute Hospital (LTACHs)	Long-term Acute Care hospitals (LTACHs) are facilities that specialize in the treatment of patients with serious medical conditions that require care on an ongoing basis but no longer require intensive care or extensive diagnostic procedures.
Monoclonal antibody	An antibody obtained by subclonation from spleen cells form e.g. immunized mice and until one cell producing one antibody is obtained. This cell is then fused with a cancer cell to generate a hybridomas cell line. The resultant antibodies will bind one specific place on the antigen. The antigen may be suPAR.
NA	North America.
NEWS	National Early Warning Score. NEWS is a guide used to quickly determine the degree of illness of a patient. It is based on the six cardinal vital signs (respiratory rate, oxygen saturation, temperature, blood pressure, pulse/heart rate, AVPU response) and one other observation.
PAC	Post Acute Care. The type of care provided after a period of Acute Care, is known as Post Acute Care. PAC may be temporary and continue only until the patient has recovered enough to be discharged. In some instances, PAC may be necessary throughout the remainder of the patient's life.
PCT	Procalcitonin. PCT is a biomarker. The level of PCT in blood increases in response to microbial infections. PCT has therefore become a marker to improve bacterial infections identification and guide antibiotic therapy.
Pharmacy Retail Clinics	A Pharmacy Retail Clinic is a category of walk-in clinics located in retail stores and supermarkets, where uncomplicated minor illnesses can be treated.
POC Testing	Point of Care Testing (also called decentralized testing; near-patient testing; or bedside testing) describes medical diagnostic testing as close to the patient as possible and often conducted when rapid results are needed, i.e., at the point of care.
Prognostication	The ability to predict an event in advance.
(Q)SOFA	Quick Sequential Organ Failure Assessment. The (Q)SOFA score is a bedside prompt that may identify patients with suspected infection who are at greater risk for a poor outcome outside the ICU. It uses the three parameters blood pressure, high respiratory rate and altered mentation.
Recombinant	A molecule obtained by cloning and expression in cell systems.
ROC curve	Graphical illustration of sensitivity and specificity for an endpoint, e.g. mortality.
ROW	Rest Of World.
SAPS	Simplified Acute Physiology Score. SAPS is a severity of disease classification system.
Skilled Nursing Facility (SNF)	A skilled nursing facility is a special facility or part of a hospital that provides medically necessary professional services from nurses, physical and occupational therapists, speech pathologists and audiologists. Skilled nursing facilities provide round-the-clock assistance with healthcare and activities of daily living.
suPAR	Soluble urokinase plasminogen activator receptor. A protein in blood.
suPARnostic®	Name for the product line of suPAR measuring products.
TRIAGE	Triage is the process of determining the priority of patients' treatments based on the severity of their condition.
TREM-1	Triggering receptor expressed on myeloid cells 1 – a biomarker in blood.
Turbidimetric	A method used on large robot platforms for the quantification of biomarkers.
uPAR	Urokinase plasminogen activator receptor (The cell bound version of suPAR)
US	United States.
USD	United States Dollar.
VG-1	A rat anti-human suPAR antibody.
VG-2	A mouse anti-human suPAR antibody.

Addresses

ViroGates A/S

Blokken 45 3460 Birkerød, Denmark Phone: +45 21 13 13 36 E-mail: info@virogates.com www.virogates.com

Financial Advisor and Certified Adviser Västra Hamnen Corporate Finance AB Jungmansgatan 12 211 19 Malmö Phone +46 40 200 250

E-mail: info@vhcorp.se www.vhcorp.se

Legal Advisor Mazanti-Andersen Korsø Jensen Amaliegade 10 1256 Copenhagen K Denmark Phone: +45 3314 3536 E-mail: info@mazanti.dk www.mazanti.dk

Auditor BDO Statsautoriseret revisionsaktieselskab Havneholmen 29 1561 Copenhagen V Phone: +45 3915 5200 E-mail: koebenhavn@bdo.dk www.bdo.dk

Settlement & Issuing agent Danske Bank A/S Holmens Kanal 2-12 1092 Copenhagen K Phone: +45 3344 0000 E-mail: danskebank@danskebank.dk www.danskebank.com

Nordnet Bank AB

Alströmergatan 39 Box 30099 104 25 Stockholm Phone: +46 8 559 035 70 www.nordnet.se www.nordnet.dk

Selling Agents

Avanza Bank AB (publ) Regeringsgatan 103 Box 1399 111 93 Stockholm Phone: +46 8 562 250 00 www.avanza.se

Subscription form – for subscription of shares in ViroGates A/S

Subscription period:	June 7 – June 20, 2018 4.00 p.m.
Subscription price:	DKK 91
Allocation:	Any allotment of shares will be notified via a contract note (which will be sent to the address filled in below).
Payment:	To be made in accordance with the instructions on the contract note.
ISIN:	Permanent ISIN for the Shares: DK0061030574, Temporary ISIN for the New shares: DK0061030657

This form must be submitted to the investor's own account holding bank in complete and executed form in due time to allow the investor's own account holding bank to process and forward the application to ensure that it is in the possession of Danske Bank A/S, no later than 4:00 p.m. (CET) on 20 June 2018.

In an assessment of ViroGates A/S, Company reg. no. 25734033 ("ViroGates") future development and operations, it is of great importance to consider all relevant risks. Each investor must make their own assessment of the impact of these risks by reading and understanding all available information published concerning this offer. The prospectus is available for download at www.virogates.com.

The undersigned hereby applies for subscription of the following number of shares in ViroGates at a subscription price of DKK 91 per share:

	Number of shares (minimum 50 shares per subscription)

Fill in where the allotted and paid for shares are to be delivered, owner-registered securities account or custody account (state only one alternative):

VP custody account no.	Bank
Settlement account no.	Bank
Custody account	Bank/Nominee

Note that if you have an account with specific rules for securities transactions, such as an investment savings account or endowment account, you must check with your bank/nominee, whether, and if so how, the acquisition of securities within the framework of the offer is possible. The subscription shall be made, in that case, in accordance with instructions received from the bank/nominee that holds the account.

Settlement of the Offering will be effected by way of registration of New shares representing the allocated number of Offer Shares on your custody account with VP SECURITIES A/S (VP) against payment in DKK, which will take place on the settlement date. All dealings in the New shares and/or the Offer Shares prior to settlement of the Offering will be for the account of, and at the sole risk of, the parties involved.

Fill in your name and address information (PLEASE WRITE CLEARLY)

Last name/Company	First name	National ID number/Company registration number
Street address (or PO Box or equivalent)		Daytime telephone/mobile telephone
City Postal code	Country	E-mail
Place and date		Signature (authorised company signature, or guardian, if applicable)

By signing this subscription form I confirm the following:

▪ That I have read the prospectus and understand the risks associated with investing in this particular financial instrument;

• That I have read and understand the information stated in the section "Terms and Conditions" in the prospectus;
• That I have read and accepted the information shown on the subscription form;
• I have observed that the offer is not addressed to persons resident in the USA, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore or other countries where participation requires additional prospectuses, registration or other measures other than those required by Danish law;
• That I am aware that the application is not covered by the right of return that follows from the Danish Consumer Contracts Act;
• That no amendments or additions may be made to the printed text in this subscription form;
• That the allocation of shares in accordance with the subscription cannot be guaranteed;
• That an incomplete or incorrect subscription form may be disregarded;
• That the subscription is binding;
• That no modifications or amendments may be made to the printed text in this application form;
• That I am aware that no customer relationship exists between Västra Hamnen Corporate Finance AB and the subscriber with respect to this subscription;

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ViroGates A/S Blokken 45 | 3460 Birkerød, Denmark | Phone: +45 21 13 13 36 E-mail: info@virogates.com