REG - Cellbxhealth PLC - Additional Subscription

CellbxhealthAnnouncement

02/12/2025 11:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251202:nRSB8990Ja&default-theme=true

RNS Number : 8990J  Cellbxhealth PLC  02 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF CELLBXHEALTH PLC.

2 December 2025

CELLBXHEALTH plc (the "Company")

Additional Subscription

CELLBXHEALTH plc (AIM: CLBX), a leader in circulating tumour cell (CTC)
intelligence is pleased to announce that further to the closing of the Retail
Offer yesterday, Conifer Management, LLC, on behalf of the Acacia funds
("Acacia''), has subscribed for a further 40,891,541 New Ordinary Shares at
the Issue Price ("Additional Subscription Shares") by way of a direct
subscription ("Additional Subscription"), raising further gross proceeds of
approximately £0.4 million.

Acacia was the largest participant in the Fundraising and the Additional
Subscription allows Acacia to ensure that it will hold 29.9% of the issued
share capital following Second Admission.

 

The Fundraising (including the Additional Subscription) has raised, in
aggregate, gross proceeds of approximately £8.2 million.

 

Subject to the passing of the Resolutions, the Additional Subscription Shares
will be included in the Second Admission which will now be in respect of, in
aggregate, 807,670,990 New Ordinary Shares comprising the Second Tranche
Placing Shares, the Subscription Shares, the Retail Offer Shares and the
Additional Subscription Shares. Second Admission is expected to occur at 8.00
a.m. on 18 December 2025 (or such later time and/or date as the Company and
Cavendish may agree (being no later than 8.00 a.m. on 16 January 2026)).

The issued share capital of the Company following Second Admission (the
"Enlarged Share Capital") will now be a total of 1,139,402,658 New Ordinary
Shares.

 

Cavendish Capital Markets Limited ("Cavendish") acted as Nominated Adviser,
Broker and Bookrunner in connection with the Fundraising.

 

Beech Hill Securities, Inc. acted as US Private Placement Agent in connection
with the Fundraising, including with respect to Acacia.

 

Unless otherwise defined, all capitalised terms used but not defined in this
announcement shall have the meaning given to them in the announcement of the
Fundraising made by the Company on 24 November 2025.

 

For further information:

 

 CelLBxHealth                                                  +44 (0) 1483 343434
 Dr Jan Groen, Executive Chairman                               investor@cellbxhealth.com

 Peter Collins, Interim CEO
 Cavendish (NOMAD and Broker)

 Geoff Nash / Isaac Hooper/ Hamza Munshi (Corporate Finance)   +44 (0) 20 7220 0500

 Sunila de Silva (Corporate Broking)

 Nigel Birks (Life Science Specialist Sales)

 Beech Hill Securities, Inc.

 Thomas Lawrence / George Billington                           +1 212-350-7200

 FTI Consulting

 Simon Conway, Ciara Martin, Sam Purewal                       +44 (0) 203 727 1000

 

Notes for editors

 

About CelLBxHealth plc

 

CelLBxHealth plc is a CTC intelligence company specialising in innovative
circulating tumour cell (CTC) solutions for use in research, drug development
and clinical oncology. Its patent-protected Parsortix® platform harvests CTCs
from blood and can be integrated with existing laboratory instruments for
comprehensive downstream analysis - including whole-cell imaging, proteomic
profiling and full genomic workflows.

 

Commercial activities centre on (1) Product Sales: Accelerating Parsortix
platform adoption and consumable sales through CROs and clinical laboratory
partnerships. (2) Laboratory services: Clinical trial support and assay
development (3) Lab Developed Tests (LDTs): Strategic partnerships combined
with a focused in-house development programme.

 

The product portfolio comprises the Parsortix platform with associated
consumables and assays. Laboratory services are delivered from CelLBxHealth's
GCLP certified UK laboratory, providing bespoke clinical-trial support and
assay development.

 

For more information, visit https://cellbxhealth.com/
(https://cellbxhealth.com/) .

 

The Company's LEI is 213800BY11K6W3NMS374

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

Important Notices

 

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

This announcement is for information purposes and does not constitute an offer
to sell or issue or a solicitation of an offer to buy or subscribe for the
securities referred to herein in the United States, Australia, Canada, Japan,
the Republic of South Africa, any member state of the EEA or any other
jurisdiction in which such offer or solicitation is or may be unlawful. No
public offer of the securities referred to herein is being made in any such
jurisdiction. Subject to certain exemptions, the securities referred to herein
may not be offered or sold in Canada, Australia, Japan or the Republic of
South Africa or to, or for the account or benefit of any national resident or
citizen of Canada, Australia, Japan or the Republic of South Africa. The
securities referred to herein have not been and will not be registered under
the US Securities Act of 1933, as amended, (the "Securities Act") or the
securities laws of any other jurisdiction of the United States, and may not be
offered, sold or transferred, directly or indirectly, in the United States
absent registration under the Securities Act or an available exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any other jurisdiction of the United
States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

Cavendish is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and for no-one else
and will not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the transactions and arrangements
described in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients, nor
for providing advice in connection with the contents of this announcement and
the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

 

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCEAFAAEEPSFFA



            Copyright 2019 Regulatory News Service, all rights reserved