REG - Cizzle Biotechnology - Subscription, Facility & Publication of Prospectus

Cizzle Biotechnology HoldingsAnnouncement

21/09/2022 11:30

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RNS Number : 1633A  Cizzle Biotechnology Holdings PLC  21 September 2022

21 September 2022

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO
THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") (OTHER THAN ANY MEMBER
STATE OF THE EEA WHERE SECURITIES MAY BE LAWFULLY MARKETED) OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO
ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY
INVESTMENTS IN ANY JURISDICTION.

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the UK Financial Conduct Authority ("FCA") and is not a
prospectus. This announcement does not constitute or form part of, and should
not be construed as, an offer for sale or subscription of, or solicitation of
any offer to subscribe for or to acquire, any ordinary shares in Cizzle
Biotechnology Holdings PLC in any jurisdiction, including in or into the
United States, Canada, Australia, the Republic of South Africa or Japan.
Investors should not subscribe for or purchase any ordinary shares referred to
in this announcement except on the basis of information in the prospectus (the
"Prospectus") in its final form, published by Cizzle Biotechnology Holdings
PLC in connection with the proposed admission of the Subscription Shares to
the Standard Listing segment of London Stock Exchange plc's Main Market for
listed securities.

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 ("UK MAR"). In addition, market soundings
(as defined in UK MAR) were taken in respect of certain of the matters
contained within this announcement, with the result that certain persons
became aware of Inside Information (as defined under UK MAR). Upon the
publication of this announcement via a Regulatory Information Service, those
persons that received Inside Information in a market sounding are no longer in
possession of such Inside Information, which is now considered to be in the
public domain.

 

Cizzle Biotechnology Holdings Plc

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

 

£500,000 Subscription at 1.5p per share

Agreement for a £500,000 Facility

Publication of a Prospectus

 

Cizzle Biotechnology, the UK-based diagnostics developer, is pleased to
announce that it has conditionally raised gross proceeds of £500,000 by way
of the Subscription and secured a further £500,000 pursuant to the Facility
in order to provide funds to progress the Group's strategy.

Highlights

·    Subscription to raise £500,000 through the issue of new Ordinary
Shares at 1.5p per share ("Issue Price")

·    A further Facility of £500,000 is available to the Company, subject
to Admission, to provide further funds, if required, repayable in shares at a
fixed price of 1.8p per share

·    The funds raised will be used, inter alia, to provide working capital
for the Company's strategy and to continue development of a
laboratory-developed test ("LDT") accredited service for the early detection
of lung cancer and taking the Company's proprietary CIZ1B biomarker blood test
through to UKCA, CE marking and/or FDA 510(k) clearance

·    The Company has today published a Prospectus

 

Commenting, Allan Syms, Executive Chairman of Cizzle Biotechnology, said:

"I am delighted with the progress Cizzle is making and that we have secured
this additional funding to continue implementing our strategy. We have
previously reported on the success of developing key antibodies and reagents
for our early-stage cancer test and that we will be expanding our projects to
detect other cancers. This funding brings in new important shareholders to
support our ambitions of using proprietary novel technologies to enable lung
and other cancers to be detected at an early stage and thereby potentially
preventing suffering and saving many lives. We sincerely thank our new funders
and existing shareholders for their support and look forward to reporting
further progress in due course."

 

Background

The Group is developing a blood test for the early detection of lung cancer.
Its proof-of-concept prototype test is based on the ability to measure a
stable blood plasma biomarker, a variant of CIZ1. CIZ1 is a naturally
occurring cell nuclear protein involved in DNA replication, and the targeted
CIZ1B variant is highly correlated with early-stage lung cancer.

Published research led by Professor Coverley has demonstrated that CIZ1B can
be measured with high sensitivity via an ELISA process, which should allow for
testing in a high-throughput, hospital-friendly format. The Directors believe
that this development overcomes an important barrier to further clinical
development and the application of this blood test for the early detection of
lung cancer, which is essential to improve a patient's chance of survival.

In addition to implementing a strategy to develop a regulatory approved
commercial, diagnostic laboratory immunoassay for early-stage lung cancer, the
Group has broadened its interests to include the detection of a range of other
early-stage cancers. It has also expanded its potential customer base to
include the pharmaceutical industry through a contract to develop a diagnostic
test that can help in the development of personalised medicines, so called
"companion diagnostics", and has secured royalty bearing rights to the sale of
such medicines in the longer term.

The Board intends for the Group's initial product to be a diagnostic
immunoassay that can be readily performed by hospitals and reference
laboratories, but a potential follow-on product could be a point of care test
provided by a primary health care provider. The Board continues to apply the
majority of its funds towards the development of a certified CIZ1B biomarker
diagnostic test.

 

Details of the Subscription and Commission Shares

The Company has conditionally raised £500,000, before expenses, through the
issue of the Subscription Shares with investors at the Issue Price
conditional, inter alia, upon Admission of the Subscription Shares becoming
effective no later than 30 September 2022. Accordingly, if the conditions are
not satisfied, or, if applicable, waived, the Subscription will not proceed.
The Subscription is not underwritten.

The Subscription will result in the issue of 33,333,333 subscription shares
("Subscription Shares"). The issue and allotment of the Subscription Shares
will result in the Existing Share Capital being diluted by approximately
10.69%. The Subscription Shares will represent, in aggregate, approximately
10.61% of the Enlarged Share Capital. The Subscription Shares, when issued and
fully paid, will rank pari passu in all respects with the existing Ordinary
Shares and therefore rank equally for all dividends or other distributions
declared, made or paid after the date of issue of the Subscription Shares.

Optiva Securities Limited ("Optiva") will be entitled to a commission of
£10,000 in connection with the Subscription to be settled in the issue of
666,666 Ordinary Shares at a price of 1.5p per share ("Commission Shares").
The issue and allotment of the Commission Shares to Optiva will result in the
Existing Share Capital being diluted by approximately 0.24%. The Commission
Shares will represent approximately 0.21% of the Enlarged Share Capital.

 

Use of proceeds

The proceeds of the Subscription, which are expected to total approximately
£500,000 (before expenses of £40,000 excluding VAT), will be used to provide
working capital for the Company and to fund the following:

·    Continued development of the test reagents, manufacture of test
reagents, and validation of test configuration on patient samples

·    Development of a LDT certified test in accredited partner
laboratories such as CorePath Laboratories, USA

·    Production of a UKCA, CE marked and/or FDA 510(k) cleared product,
following successful validation on retrospective clinical sample sets and
control cohorts

·    Market launch and preparation for a clinical trial to support NHS and
other global healthcare providers

 

The Facility

In addition to the Subscription, the Company entered into a facility agreement
with E3 Fund SP (the "Investor") on 20 September 2022 ("Facility Agreement")
pursuant to which the Investor will make available to the Company a facility
of £500,000, conditional on Admission, for the purpose of working capital,
for a term of 18 months ("Facility").

Under the terms of the Facility, a commitment fee of £25,000 will become
payable by the Company to the Investor on execution of the Facility Agreement
to be settled by way of the issue and allotment of 1,666,666 new Ordinary
Shares at a price of 1.5p per share ("Facility Shares").

An initial drawdown of £50,000 will be available to the Company 180 days
following the payment of the commitment fee (by way of issue of the Facility
Shares) and further drawdowns up to the amount of the Facility may be
requested by the Company or the Investor by either party giving notice written
notice of such request.

Repayment of the Facility will be by way of issue and allotment of new
Ordinary Shares in the capital of the Company at a fixed price of 1.8p per
share ("Investor Shares"). No interest is payable on the Facility. The
Investor Shares are required to be issued to the Investor at the time of the
relevant drawdown, will be credited as fully paid and will rank pari passu in
all respects with all other Ordinary Shares in issue. Upon allotment and issue
of the relevant Investor Shares, the Company will immediately make an
application for all such shares to be admitted to the Official List of the FCA
by means of a Standard Listing and to trading on the Main Market of the London
Stock Exchange.

The percentage dilution of the Existing Ordinary Shares as a result of the
issue and allotment of the Facility Shares will be approximately 0.59%. Upon
Admission, the Facility Shares will represent approximately 0.53% of the
Enlarged Share Capital of the Company.

Drawdown of the Facility in full would result in the Enlarged Share Capital
being diluted by approximately 8.12% as a result of the issue and allotment of
Investor Shares. The Investor Shares represent approximately 7.35% of the
Fully Diluted Enlarged Share Capital of the Company.

 

Admission of the New Ordinary Shares

Application will be made for the Subscription Shares, the Commission Shares
and the  Facility Shares (together the "New Ordinary Shares") to be admitted
to the Official List of the FCA by means of a standard listing under Chapter
14 of the Listing Rules ("Standard Listing") and to trading on the Main Market
of the London Stock Exchange. It is expected that Admission will become
effective and that unconditional dealings will commence on the London Stock
Exchange at 8.00 a.m. on 26 September 2022. The New Ordinary Shares will be
eligible for CREST settlement and settlement of transactions in the
Subscription Shares may take place within the CREST system if a Shareholder so
wishes.

The New Ordinary Shares will not be dealt on any other recognised investment
exchange and no application has been or is being made for the Subscription
Shares to be admitted to any other such exchange.

 

Expected timetable of principal events

 Publication of the Prospectus                                                21 September 2022
 Admission of New Ordinary Shares effective and commencement of dealing       8.00 a.m. on 26 September 2022
 Expected date for CREST accounts to be credited                              26 September 2022
 Despatch of definitive certificates (where applicable) expected by no later  27 September 2022
 than

Notes:

1. All of the above timings refer to London time.

2. The events, times and dates above assume the completion of the Subscription
and Admission.

3. Some of the times and dates above are an indication only and if any of the
details contained in the timetable above should change, the revised times and
dates will be notified to Shareholders by means of an announcement through a
Regulatory Information Service.

 

Total Voting Rights

Following Admission of the New Ordinary Shares, the total number of Ordinary
Shares in issue will be 314,114,453, each with equal voting rights.  The
Company does not hold any rights in treasury.  The total voting rights figure
can be used by Shareholders as the denominator for the calculations by which
they will determine whether they are required to notify their interest in, or
a change of their interest in, the Company under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.

 

Prospectus

The Company has published a Prospectus today and it is available to view on
the Company's website at https://cizzlebiotechnology.com/publications/
(https://cizzlebiotechnology.com/publications/) and through the national
storage mechanism: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://www.globenewswire.com/Tracker?data=UZctTWmVV7uchMMKxQbo-2JfKw8YppLVB3IrCuN3o6xQYk9RttcGi2nYFdpTO8cgi3782_Xwggpx8_4Nw3z7-HfnU33CU6j0pc_XaSVnY_K1-KY9NRtPEpfSqKeIMkfqHIQuc3mvNESO9WDmJBfnbY5QGs6RiYuHy4cCZPPIpzwq1Ix_dAhwW2FRawZ8licl)
.

Capitalised terms not otherwise defined in this announcement have the same
meaning ascribed to them in the Prospectus.

Enquiries:

 

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

 

 Allenby Capital Limited  +44(0) 20 33285656
 John Depasquale
 Alex Brearley

 

 Novum Securities Limited  +44(0) 20 7399 9400
 Colin Rowbury

 Jon Bellis

 

 IFC Advisory Limited  +44(0) 20 3934 6630
 Tim Metcalfe          cizzle@investor-focus.co.uk
 Florence Chandler

 

Notes to Editors:

About Cizzle Biotechnology

Cizzle Biotechnology is also developing a blood test for the early detection
of lung cancer.  Cizzle Biotechnology is a spin- out from the University of
York, founded in 2006 around the work of Professor Coverley and colleagues.
Its proof-of-concept prototype test is based on the ability to detect a stable
plasma biomarker, a variant of CIZ1 known as CIZ1B.  CIZ1 is a naturally
occurring cell nuclear protein involved in DNA replication, and the targeted
CIZ1B variant is highly correlated with early-stage lung cancer.

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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