Cizzle Biotechnology - Issue of Options, Salary Waivers, Incentive Plan

Cizzle Biotechnology Holdings

07/05/2026 07:00

RNS Number : 3109D

Cizzle Biotechnology Holdings PLC

07 May 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR")

7 May 2026

 

Cizzle Biotechnology Holdings Plc

 

("Cizzle Biotechnology", "Cizzle" or the "Company")

 

Issue of Options, Salary Waivers and New Management Incentive Plan

 

Cizzle Biotechnology, the UK based diagnostics developer, announces voluntary director salary waivers, a new management incentive plan ("MIP") and the award of new share options ("New Options"), subject to shareholder approval at the next Annual General Meeting (the "AGM").

 

On 7 March 2023, the Company announced that in conducting a review of director remuneration, the Company's remuneration committee was of the view that the Company's directors' salaries were below market comparables. To maintain low overheads and maximise the funds available to the Company, the directors agreed to waive any increase in basic salary for a period of two years from 3 March 2023. Post that date, the directors further agreed to extend that waiver until 3 March 2026.  The directors have not received an increase in basic salary since the Company was admitted to trading on the London Stock Exchange ("LSE") in May 2021. 

 

The directors remain fully committed to delivering a global solution to help in the diagnosis of early lung cancer using its proprietary CIZ1B early lung cancer test and are committed to creating shareholder value.  In compensation for the extended salary waiver and to align the directors' remuneration with the interests of shareholders, the Company's remuneration committee has recommended, and the directors have agreed, a new MIP and, subject to shareholder approval at the next AGM of the Company, the Company has conditionally granted new performance related share options over new ordinary shares of 0.01p in the Company ("Ordinary Shares") to the directors.

 

The New Options will be exercisable in tranches, as and when the Company achieves key milestones, which are: to achieve laboratory accreditation in the USA; entering new commercial licensing agreements in the UK and elsewhere outside of North America and the Caribbean; generating operational profit; and securing new revenues or royalties of £1 million above that already agreed with the Company's licensing partner in North America. 

 

Following the New Options being deemed capable of exercise, which will be at the discretion of the Company's remuneration committee, the recipient has ten years in which to exercise.

 

The New Options have been conditionally granted to the directors, subject to shareholder approval at the next AGM,  are as follows:

 

Director
Number of New Options Granted
Exercise Price
Existing Waiver Options Held at
2.19376p per share
ExistingAdmission Optionsheld at
10.00p per share
Totalnumberof options now held
Total no. of options now held as % of current issued share capital
Allan Syms
4,129,119
2.00p
Allan Syms
1,651,648
5.00p
Allan Syms
1,238,736
10.00p
Allan Syms
1,238,735
15.00p
Allan Syms Total
8,258,238
8,868,096
2,534,478
19,660,812
4.96 %
Dawn Coverley
4,129,119
2.00p
Dawn Coverley
1,651,648
5.00p
Dawn Coverley
1,238,736
10.00p
Dawn Coverley
1,238,735
15.00p
Dawn Coverley Total
8,258,238
7,614,540
6,336,195
22,208,973
5.60%
Nigel Lee*
2,064,600
2.00p
Nigel Lee
825,824
5.00p
Nigel Lee
619,368
10.00p
Nigel Lee
619,327
15.00p
Nigel Lee Total
4,129,119
6,224,233
1,000,000
11,353,352
2.86%

 

*in addition, Nigel Lee is interested in 1,300 options over the Company's Ordinary Shares issued to CFO Solutions, a Company in which Nigel Lee is a director

 

The New Options are subject to good and bad leaver provisions. The New Options are unapproved for the purposes of the enterprise management incentive and have been granted outside of, and in addition to, grants made under the Company's existing share option schemes.

 

In compensation for the salary waiver on 7 March 2023, and as approved at the AGM of the Company held on 28 June 2023, the Company granted waiver share options ("Waiver Options") over new Ordinary Shares in the Company to the directors with an exercise price of 2.19376 pence per Ordinary Share, as detailed above. The Waiver Options are now capable of exercise.

 

On 4 November 2021 options ("Admission Options") were granted exercisable at a price of 10 pence per Ordinary Share, subject to certain vesting criteria being met. These vesting criteria are based on detailed key deliverables being achieved, derived from the Company's near to medium term business plan as set out in the Company's Prospectus published on 23 April 2021, together with further milestones identified by the Company. Step one of the performance and / or service conditions are deemed to have been met and 50% of the Options are now capable of exercise. The remainder of the Admission Options, being options over 9,870,673 Ordinary Shares in the Company, have lapsed.

 

In deriving the new performance-based MIP, the Company's remuneration committee has used a variety of performance measures including financial, non-financial and strategic measures to ensure that targets are aligned with how the Company expects to deliver value over the long- term in line with the Company's purpose. These metrics are considered to be reliable and credible and in line with shareholders' interests. The Company's remuneration committee has exercised judgement when determining remuneration awards, considering the possible monetary outcomes and external perceptions arising from its decisions.

 

Following the conditional grant of the New Options, the total number of Ordinary Shares under option would be 59,458,766 representing 15.00% of the Company's current issued Ordinary Share capital.

 

Further details on the New Options are contained in the disclosure tables below.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

 

1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Names
Allan Syms -Executive Chairman
Nigel Lee - Finance Director
Dawn Coverley - Chief Scientific Officer
2.
Reason for the Notification
a)
Position/status
See 1(a) above for positions - all are directors of the Company and are classified as PDMRs of the Company
b)
Initial notification/ Amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Cizzle Biotechnology Holdings Plc
b)
LEI
213800G3OS3SA2J1Y358
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Identification code
In each case, the grant of Options over Ordinary Shares on May 7 2026
GB00BNG2VN02
b)
Nature of the transaction
GrantofOptionsovernewOrdinaryShareseachwithan exercisepriceof 2.0 pencepernewOrdinary Share
GrantofOptionsovernewOrdinaryShareseachwithan exercisepriceof 5.0 pencepernew Ordinary Share
GrantofOptionsovernewOrdinaryShareseachwithan exercisepriceof 10.00 pencepernew Ordinary Share
GrantofOptionsovernewOrdinaryShareseachwithan exercisepriceof 15.00 pencepernew Ordinary Share
c)
Price(s) and volume(s)
Price: pence per Ordinary Share Volumes:
AllanSyms - Optionsover4,129,119 newOrdinary Shares at 2.0 p per share
Allan Syms - Options over 1,651,648 new Ordinary Shares at 5.0 p per share
Allan Syms - Options over1,238,736 newOrdinary Shares at 10.0 p per share
Allan Syms - Options over 1,238,735 new Ordinary Shares at 15.0 p per share
Dawn Coverley - Options over4,129,119 newOrdinary Shares at 2.0 p per share
Dawn Coverley- Options over 1,651,648 new Ordinary Shares at 5.0 p per share
Dawn Coverley - Options over1,238,736 newOrdinary Shares at 10.0 p per share
Dawn Coverley - Options over 1,238,735 new Ordinary Shares at 15.0 p per share
NigelLee-Optionsover 2,064,600 newOrdinary Shares at 2.0p per share
NigelLee - Options over 825,824 newOrdinary Shares at 5.0p per share
NigelLee - Options over 619,368 newOrdinary Shares at 10.0p per share
NigelLee - Options over 619,327 newOrdinary Shares at 15.0p per share
d)
Aggregated information:
ï Aggregated volume
ï Price
n/a
e)
Date of the transaction
7 May2026
f)
Place of the transaction
Outside a trading venue

 

 

Enquiries:

 

Cizzle Biotechnology Holdings plc
Via IFC Advisory
Allan Syms (Executive Chairman)


 

Allenby Capital Limited
+44(0) 20 3328 5656
John Depasquale (Corporate Finance)
Amrit Nahal (Sales and Corporate Broking)


 

IFC Advisory Limited
+44(0) 20 3934 6632
Tim Metcalfe
Florence Staton


 

Notes to Editors:

About Cizzle Biotechnology

 

The CIZ1B biomarker is a naturally occurring variant of the cell nuclear protein CIZ1, which is linked with the preservation of epigenetic integrity.  CIZ1B is highly associated with the presence of early-stage lung cancer and can be measured in small quantities of blood.  The company has developed CIZ1B into a non-invasive, cost-effective blood test to help in the early detection of lung cancer and has now entered commercial royalty-bearing arrangements to license its proprietary technology, and into collaborations with centres of excellence in cancer care.  Cizzle was admitted to the Standard segment of the main market of the London Stock Exchange in May 2021. 

 

For more information, please see https://cizzlebiotechnology.com

 

You can also follow the Company through its twitter account @CizzlePlc and on LinkedIn.

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 or visit 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.

 
  END

 

 
DSHUPUAWAUPQGQQ