The Social Chain AG
The Social Chain AG: Positive prognosis for the company’s continuing operations no longer applies; pending application for insolvency with application for self-administration

Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY. PLEASE REFER TO THE IMPORTANT NOTICES AT THE END OF THIS PUBLICATION.

• Positive prognosis for the company’s continuing operations no longer applies; pending application for insolvency with application for self-administration
• Current capital increase will no longer be implemented
• COO Stefan Kiwit has resigned as a member of the Management Board with immediate effect
• DS Holding GmbH and its subsidiaries, as well as drtv agency GmbH, continue to operate without restriction

Berlin, 24 July 2023 – The Management Board of The Social Chain AG (“Company“) (ISIN DE000A1YC996 / WKN A1YC99) has today, after a thorough assessment, come to the conclusion that there is no longer a positive prognosis for the Company’s continuing operations. The Management Board has therefore decided to file for insolvency proceedings immediately.

Following the delay in the completion of the capital increase resolved on 21 June 2023 due to the non-payment of contractually irrevocably committed subscription amounts by an investor, the Management Board – as already communicated – assessed all possible options. In particular, the Management Board worked intensively on the fulfillment of the backstop agreement. At the same time, the Executive Board negotiated with investors on the provision of further financing.

Following the failure of the pending negotiations on the provision of further funding and the fact that the defaulting backstop investor has also failed to meet its payment obligations, the Management Board now assumes that there is no longer sufficient likelihood that the Company’s short-term financial requirements can be met. For this reason, the Management Board’s current assessment is that the positive forecast for the Company’s continued operation can no longer be maintained.

The capital increase against cash and non-cash contributions resolved on 21 June 2023 will no longer be implemented.

Against the background of these developments, Mr. Stefan Kiwit has resigned from his position as a member of the Management Board with immediate effect.

The Management Board is preparing an application for self-administration for the Company at the respective insolvency court as the Management Board believes that all requirements are fully met.

DS Holding GmbH, including its subsidiaries, and drtv agency GmbH are not affected by the filing for insolvency of the Company. The business operations of these companies will continue without interruption.

A decision on the continuation of the other subsidiaries and their respective operations will be taken in the short term. 
 

Notifying Person:

Jana Walker I Investor Relations
Alte Jakobstraße 85/86
10179 Berlin

+49 163 208 4182
ir@socialchain.de

Important notes

This communication may not be published, distributed or transmitted in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, “United States“), Canada, Australia, Japan or any other jurisdiction in which such publication, distribution or transmission would be unlawful. This communication does not contain or constitute an offer or solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation would be unlawful.

This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. The securities of the Company have already been sold.

In the member states of the European Economic Area other than Germany, this communication is only addressed to persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (“Prospectus Regulation“).

This communication may only be circulated in the United Kingdom and is only directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as that Regulation forms part of domestic law by virtue of the Euro-pean Union (Withdrawal) Act 2018, and who are, in addition, (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the “Order“), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) persons falling within Article 49(2)(a) to (d) of the Order. ) or (iii) are persons to whom a solicitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as “Relevant Persons“). This communication is directed only at Relevant Persons. Persons who are not Relevant Persons must not act or rely on this communication. Any investment or investment activity in securities of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This communication does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities evaluated or endorsed the merits of the offering of the securities referred to herein. There will be no public offering of these securities in the United States.

The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, nationals, residents or citizens of Australia, Canada or Japan, subject to certain exceptions.

Certain statements contained herein may constitute “The Company assumes no obligation to update the forward-looking statements contained in this release. Furthermore, it should be noted that all forward-looking statements speak only as of the date of this release and that neither the Company nor the accompanying bank undertakes any obligation, except as required by law, to update any forward-looking statements or to conform such statements to actual events or developments. Both the Company and the accompanying bank and their respective affiliates expressly disclaim any obligation to update, revise or revise any forward-looking statements contained in this release, whether as a result of new information, future developments or otherwise.”. These forward-looking statements are based on the current views, expectations, assumptions and information of the Company’s management, which the Company has made to the best of its knowledge and belief, but which do not purport to be accurate as of any date in the future (particularly where such forward-looking information relates to matters outside the control of the Company). Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Actual future results, performance or events could differ materially from those described in such statements due to various factors, and neither the Company nor any other person assumes any responsibility whatsoever for the accuracy of the forward-looking statements or the assumptions underlying them. The Company assumes no obligation to update the forward-looking statements contained in this release. Furthermore, it should be noted that all forward-looking statements speak only as of the date of this release and that neither the Company nor the accompanying bank undertakes any obligation, except as required by law, to update any forward-looking statements or to conform such statements to actual events or developments. Both the Company and the accompanying bank and their respective affiliates expressly disclaim any obligation to update, revise or revise any forward-looking statements contained in this release, whether as a result of new information, future developments or otherwise.