REG - Cellbxhealth PLC - Result of Retail Offer

CellbxhealthAnnouncement

01/12/2025 17:45

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RNS Number : 7682J  Cellbxhealth PLC  01 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.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
CELLBXHEALTH PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. 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.

01 December 2025

CELLBXHEALTH plc

Result of Retail Offer

The Board of CELLBXHEALTH plc (the "Company") (AIM: CLBX), a leader in
circulating tumour cell (CTC) intelligence, is pleased to announce that the
Retail Offer launched on 25 November 2025 has now closed, raising gross
proceeds of approximately £0.96 million. Subject to the Retail Offer becoming
unconditional, a total of 95,869,449 Retail Offer Shares will be issued at a
price of 1.0 pence each.

As set out in the circular published on 25 November 2025, the issue of the
Retail Offer Shares is conditional upon the Resolutions being duly passed
without amendment at the General Meeting to be held on 15 December 2025.

Following the close of the Retail Offer, the Company has conditionally raised,
in aggregate, gross proceeds of approximately £7.8 million at the Issue Price
via the Fundraising.  Subject to the passing of the Resolutions at the
General Meeting, the Company will issue and allot a total of 775,869,449 New
Ordinary Shares. The issued share capital of the Company following Admission
(including the New Ordinary Shares) (the "Enlarged Share Capital") will be a
total of 1,098,511,117 New Ordinary Shares.

 

Subject to the passing of the Resolutions, First Admission of 9,090,000 First
Tranche Fundraising Shares is expected to occur at 8.00 a.m. on or around 16
December 2025.   Second Admission will be in respect of 766,779,449 Second
Tranche Placing Shares, the Subscription Shares and the Retail Offer Shares
and is expected to occur at 8.00 a.m. on 18 December 2025 (or, in each case,
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)).

A separate announcement will be made following the General Meeting of the
results of the General Meeting and the total voting rights following
Admission.

 

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

 

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)

 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

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

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.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
applicable state securities laws of the United States and will not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the Securities Act.

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 Retail
Offer Shares 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 Ordinary Shares have not
been and will not be registered under 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 Capital Markets Limited ("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 Retail Offer 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 Retail Offer, Admission 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.

 

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