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

Cizzle Biotechnology HoldingsAnnouncement

07/05/2026 07:00

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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  Existing Admission Options held at  Total number of options now held  Total no. of options now held as % of current issued share capital

                                                                     2.19376p per share               10.00p per share
 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  In each case, the grant of Options over Ordinary Shares on May 7 2026

     Identification code                                          GB00BNG2VN02
 b)  Nature of the transaction                                    Grant of Options over new Ordinary Shares each with an
                                                                  exercise price of 2.0 pence per new Ordinary Share

                                                                  Grant of Options over new Ordinary Shares each with an
                                                                  exercise price of 5.0 pence per new Ordinary Share

                                                                  Grant of Options over new Ordinary Shares each with an
                                                                  exercise price of 10.00 pence per new Ordinary Share

                                                                  Grant of Options over new Ordinary Shares each with an
                                                                  exercise price of 15.00 pence per new Ordinary Share

 c)  Price(s) and volume(s)                                       Price: pence per Ordinary Share Volumes:

                                                                  Allan Syms - Options over 4,129,119 new Ordinary 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 over 1,238,736 new Ordinary 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 over 4,129,119 new Ordinary 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 over 1,238,736 new Ordinary Shares at 10.0 p per
                                                                  share

                                                                  Dawn Coverley - Options over 1,238,735 new Ordinary Shares at 15.0 p per
                                                                  share

                                                                  Nigel Lee - Options over 2,064,600 new Ordinary Shares at 2.0p per
                                                                  share

                                                                  Nigel Lee - Options over 825,824 new Ordinary Shares at 5.0p per share

                                                                  Nigel Lee - Options over 619,368 new Ordinary Shares at 10.0p per share

                                                                  Nigel Lee - Options over 619,327 new Ordinary Shares at 15.0p per share

 d)  Aggregated information:

     ï        Aggregated volume

     ï        Price                                               n/a
 e)  Date of the transaction                                      7 May 2026
 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
(https://cizzlebiotechnology.com/)

 

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

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