REG - Fusion Antibodies - Placing and Subscription to raise approx £1.4m

Fusion AntibodiesAnnouncement

27/01/2026 07:00

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RNS Number : 4325Q  Fusion Antibodies PLC  27 January 2026

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27 January 2026

 

Fusion Antibodies plc

("Fusion" or the "Company")

 

Placing and Subscription to raise approximately £1.4 million

 

Fusion Antibodies plc (AIM: FAB), specialists in pre-clinical antibody
discovery, engineering and supply for both therapeutic drug and diagnostic
applications, announces that it has conditionally raised approximately £1.4
million (before expenses) through the issue of 11,056,905 new ordinary shares
of 4 pence each in the Company ("Ordinary Shares") at a price of 13 pence per
new Ordinary Share (the "Issue Price"), as follows:

 

·    approximately £1.4 million (before expenses) has been raised by way
of a placing of a total of 10,904,121 new Ordinary Shares (the "Placing
Shares") at the Issue Price with new investors and existing shareholders (the
"Placing"); and

 

·    Colin Walsh, Non-Executive Director, has directly subscribed with the
Company for 152,784 new Ordinary Shares (the "Subscription Shares") at the
Issue Price (the "Subscription", and together with the Placing, the
"Fundraise"), raising £19,861.92 (before expenses).

 

Allenby Capital Limited ("Allenby Capital") and Shard Capital Partners LLP
("Shard") are acting as the Company's joint brokers in connection with the
Placing.

 

Key highlights

 

·    Placing and Subscription to raise approximately £1.4 million (before
expenses) through the issue of 11,056,905 new Ordinary Shares at the Issue
Price.

 

·    The Issue Price is equal to the closing bid price of an Ordinary
Share on 26 January 2026.

 

·    The Fundraise is being conducted utilising all of the existing share
authorities available to the Board to issue shares for cash on a
non-pre-emptive basis, as approved at the Company's annual general meeting
held on 16 October 2025 (the "2025 AGM").

 

·    Shortly following the publication of this announcement, the Company
intends to issue 308,720 new Ordinary Shares (the "Director Shares") to
certain executive directors at a deemed subscription price equal to the Issue
Price in satisfaction of a portion of their bonuses for the year ended 31
March 2025, further details of which are outlined below.

 

·    The Placing is not being underwritten by Allenby Capital or Shard.

 

Adrian Kinkaid, Chief Executive Officer of Fusion Antibodies plc, commented:
"The successful validation and formal launch of our OptiMAL® platform marks a
significant milestone for Fusion Antibodies. Strong interest from potential
partners reinforce our confidence in the platform's ability to generate solid
revenues and transform our business over time.

 

"This fundraise, which has been supported by a number of our longstanding
shareholders, will allow us to accelerate commercialisation, invest in
strategic partnerships and targeted global marketing; and further strengthen
our proprietary technologies. This will place the Company in a strong position
for sustainable growth and help to generate long term value for our
shareholders."

 

Further details of the Fundraise are set out below.

 

Background to and reasons for the Fundraise

 

Through the successful collaboration with the National Cancer Institute
("NCI") in the United Sates, the directors of the Company (the "Directors" or
together, the "Board") believe that the Company has now validated the
OptiMAL® platform with the platform performing in line with and in certain
instances exceeding target performance parameters laid out by the Company.

 

The formal launch of the OptiMAL® platform took place on 15 December 2025 at
the Antibody Engineering and Therapeutics conference in San Diego, an
established conference which attracts a wide range of technical experts in the
antibody discovery field. Fusion's attendance at the conference generated
significant interest in both the OptiMAL® platform and the Company as well as
provided further encouragement that the OptiMAL® platform has every prospect
of potential material revenue generation and the potential to favourably
transform Fusion's business over time.

 

The Directors believe that the initial soundings and market research,
including discussions with a number of potential clients, have been very
positive. Many of the organizations approached in the pre-launch phase have
expressed an interest in the OptiMAL(®) platform including disclosure of
target details under non-disclosure agreements, resulting in multiple
opportunities being registered in the Company's sales opportunities pipeline,
which has a combined potential value in excess of £1 million. While these
opportunities remain at an early stage and will take some time to convert (if
at all), the level of interest in the OptiMAL® platform provides encouraging
signs of the commercial potential of this platform.

 

Against the backdrop of the formal launch of the OptiMAL® platform and the
reasons outlined above, the Board believes that it is well positioned for
significant growth but remains cautiously mindful of the potential market
volatility and the inherent science-based risks in the work being undertaken
by its clients, which can potentially impact the visibility of revenue
streams.

 

The Board is aware of the significant advantages that the Company's
proprietary platforms including OptiMAL®, OptiPhage(TM) and AI/ML-ab(TM) can
provide to clients in their pursuit of new antibody therapeutics and so are
supportive of accelerating the commercialisation of these platforms starting
with OptiMAL®.

 

Reasons for the Fundraise

 

As previously announced, it had been a key focus of the Board for the Company
to achieve cash flow breakeven without needing to raise additional funds.
While the Company was on track to achieve this, the extremely tight control of
costs that would have been required would impact on the speed of the roll out
of a commercially robust OptiMAL® platform by the Company and the dedicated
marketing activities required post formal launch. The Board considers that it
is in the best interests of the Company and its shareholders to conduct the
Fundraise in order to provide the capital for the commercialisation of the
OptiMAL® platform, associated equipment and global marketing activities, to
improve the overall cash position of the business and provide it with
increased working capital to generate supporting data for its key proprietary
platforms, namely OptiMAL®, OptiPhage(TM) and Mammalian Display.

 

Use of proceeds

 

The net proceeds receivable by the Company pursuant to the Fundraise, being
approximately £1.3 million, will be used for the purchase of certain
laboratory equipment to enhance the efficiency of the OptiMAL® platform, to
invest in the Company's commercial activities and for general working capital
purposes. The commercial plans will focus on increasing the Company's presence
in key geographic markets, such as North America, and promoting OptiMAL®
through various marketing activities, including but not limited to, attendance
at key industry conferences and follow on business development trips.

 

Details of the Placing and the Subscription

 

The Placing will result in the issue of a total of 10,904,121 Placing Shares
and the Subscription will result in the issue of 152,784 Subscription Shares,
in each case at the Issue Price. Together, the Placing and Subscription has
raised £1,437,397.65 before expenses for the Company. The Placing Shares and
the Subscription Shares will be issued on a non-pre-emptive basis pursuant to
the authorities granted to the Board at the 2025 AGM.

 

The Placing Shares and the Subscription Shares, when issued and fully paid,
will rank pari passu in all respects with the existing Ordinary Shares in
issue and therefore will rank equally for all dividends or other distributions
declared, made or paid after the issue of the Placing Shares and the
Subscription Shares.

 

Allenby Capital and Shard have entered into a Placing Agreement with the
Company pursuant to which Allenby Capital and Shard have, on the terms and
subject to the conditions set out therein, undertaken to use their respective
reasonable endeavours to procure subscribers for the Placing Shares at the
Issue Price. The Placing Agreement contains certain warranties and indemnities
from the Company in favour of Allenby Capital and Shard. The Placing is not
being underwritten by Allenby Capital, Shard or any other person.

 

Director participation in the Subscription

 

Colin Walsh, a Non-Executive Director of the Company, has subscribed for
152,784 Subscription Shares at the Issue Price pursuant to the Subscription.
Following Admission (as defined below), Mr Walsh will have a total direct and
indirect beneficial interest in 3,531,785 Ordinary Shares, equivalent to
approximately 2.82% of Fusion's total issued ordinary share capital (as
enlarged by the issue of the Placing Shares, the Subscription Shares and the
Director Shares). 715,284 of these Ordinary Shares are held directly, 211,618
are held by Crescent Capital III GP Limited ("Crescent III Ltd"), which is
controlled by Mr Walsh, 1,204,883 are held by Walsh Strategic Management
Limited ("WSML"), another company controlled by Mr Walsh and 1,400,000 are
held by HamNiv (GP) Limited, a subsidiary of Crescent Capital NI Limited. Mr
Walsh is the founder and Chief Executive Officer of Crescent Capital NI
Limited.

 

The tables below, which have been provided in accordance with the requirements
of the UK Market Abuse Regulation, provide further details of the
transactions.

 

Proposed issue of Director Shares

 

As disclosed in the Company's annual report and accounts for the year ended 31
March 2025, the remuneration committee recommended, and the Board accepted, a
bonus award for Adrian Kinkaid (CEO) and Richard Buick (CSO) each of 20% of
their gross salary, against their maximum contractual bonus of 45% and 40%
respectively. In recognition that the Company is still controlling costs
tightly and cognisant of the cash position, it was agreed that the bonus award
be split into two components: 40% cash and the remainder to be satisfied via
the issue of new Ordinary Shares once the Company was in an open period.

 

Therefore, immediately following the publication of this announcement, 308,720
new Ordinary Shares will be issued and allotted to Adrian Kinkaid (CEO) and
Richard Buick (CSO) at a deemed subscription price equal to the Issue Price
and pursuant to the authorities previously granted at the 2025 AGM, as
follows:

 

 Director        Amount of bonus award to be received in Director Shares  No. of Director Shares to be issued
 Adrian Kinkaid  £23,846.94                                               183,438
 Richard Buick   £16,286.66                                               125,282

 

A further announcement will be provided following the issue and allotment of
the Director Shares.

 

Admission to trading on AIM

 

Application will be made to the London Stock Exchange plc for the Placing
Shares, the Subscription Shares and, once issued, the Director Shares
(together, the "New Ordinary Shares") to be admitted to trading on AIM
("Admission"). It is currently anticipated that Admission will become
effective and that dealings in the New Ordinary Shares will commence on AIM at
8.00 a.m. on or around 30 January 2026.

 

Total voting rights

 

On Admission, the Company will have 125,021,878 Ordinary Shares in issue, each
with one voting right. There are no shares held in treasury. Therefore, the
Company's total number of Ordinary Shares in issue and voting rights will be
125,021,878 and this figure may be used by shareholders from Admission as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Enquiries:

 

 Fusion Antibodies plc                                                             www.fusionantibodies.com
 Adrian Kinkaid, Chief Executive Officer                                Via Walbrook PR

 Stephen Smyth, Chief Financial Officer

 Fusion Antibodies interactive investor hub                             https://investorhub.fusionantibodies.com/
                                                                        (https://investorhub.fusionantibodies.com/)

 Allenby Capital Limited                                                Tel: +44 (0) 20 3328 5656
 James Reeve/Vivek Bhardwaj (Corporate Finance)

 Tony Quirke/Joscelin Pinnington (Sales and Corporate Broking)

 Shard Capital Partners LLP
 Damon Heath (Joint Broker)                                             Tel: +44 (0) 207 186 9952

 Walbrook PR                                 Tel: +44 (0)20 7933 8780 or fusion@walbrookpr.com
                                   (mailto:fusion@walbrookpr.com)
 Anna Dunphy                                                                                         Mob: +44 (0)7876 741
                                                                        001

 

This announcement is made in accordance with the Company's obligations under
Article 17 of UK MAR and the person responsible for arranging for the release
of this announcement on behalf of Fusion is Adrian Kinkaid, Chief Executive
Officer.

 

Director/PDMR UK MAR disclosures

 

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)    Name                                                           Colin Walsh
 2     Reason for the notification
 a)    Position/status                                                Non-Executive Director
 b)    Initial notification /Amendment                                Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           Fusion Antibodies plc
 b)    LEI                                                            213800KBAYRC9VOQ9V39
 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    Ordinary shares of 4p each in Fusion Antibodies plc

       Identification code

                                                                      Identification code (ISIN) for Fusion Antibodies plc ordinary shares:
                                                                      GB00BDQZGK16
 b)    Nature of the transaction                                      Purchase of new Ordinary Shares
 c)    Price(s) and volume(s)                                         Price(s)  Volume(s)
                                                                      13p       152,784

 
 d)    Aggregated information:                                        N/A

       -      Aggregated volume

       -      Price
 e)    Date of the transaction                                        26 January 2026 to be completed on 30 January 2026
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information:

-      Aggregated volume

-      Price

N/A

e)

Date of the transaction

26 January 2026 to be completed on 30 January 2026

f)

Place of the transaction

Outside a trading venue

 

IMPORTANT NOTICES

 

Notice to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). The Ordinary Shares are not appropriate for
a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital projection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Fundraise. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Allenby Capital and Shard will only procure
investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the shares and
determining appropriate distribution channels.

 

Forward Looking Statements

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.

 

Notice to overseas persons

This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

 

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any jurisdiction into which the
publication or distribution would be unlawful. This announcement is for
information purposes only and does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire shares in the capital of the
Company in Australia, Canada, Japan, New Zealand, the Republic of South Africa
or any jurisdiction in which such offer or solicitation would be unlawful or
require preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

General

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) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.

 

Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser and Joint Broker to the Company in
connection with the Placing. Allenby Capital will not be responsible to any
person other than the Company for providing the protections afforded to
clients of Allenby Capital or for providing advice to any other person in
connection with the Fundraise. Allenby Capital has not authorised the contents
of, or any part of, this announcement, and no liability whatsoever is accepted
by Allenby Capital for the accuracy of any information or opinions contained
in this announcement or for the omission of any material information, save
that nothing shall limit the liability of Allenby Capital for its own fraud.

 

Shard, which is authorised and regulated by the FCA in the United Kingdom, is
acting as Joint Broker to the Company in connection with the Placing. Shard
will not be responsible to any person other than the Company for providing the
protections afforded to clients of Shard or for providing advice to any other
person in connection with the Fundraise. Shard has not authorised the contents
of, or any part of, this announcement, and no liability whatsoever is accepted
by Shard for the accuracy of any information or opinions contained in this
announcement or for the omission of any material information, save that
nothing shall limit the liability of Shard for its own fraud.

 

About Fusion Antibodies plc

Fusion Antibodies plc is a Contract Research Organisation (CRO) located in
Northern Ireland that offers a integrated end-to-end range of antibody
discovery, engineering and expression services for all stages of human
therapeutic, veterinary therapeutic and diagnostic antibody development.

 

The range of services offered includes antibody discovery/generation,
development, characterisation, optimisation, and small-scale production. In
addition, the Company also offers antigen design, antigen expression, antibody
purification and sequencing, antibody humanisation using Fusion's proprietary
CDRx(TM) platform and cell line development, producing antibody generating
stable cell lines optimised for use downstream by the customer to produce
material for clinical trials. Since 2012, the Company has successfully
sequenced and expressed many thousands of antibodies and successfully
completed over 290 humanisation projects for its international customer base,
which has included eight of the top 10 global pharmaceutical companies by
revenue.

 

At every stage, our client's vision is central to how we work in combining the
latest technological advances with cutting edge science. In this work our
world-class discovery (OptiMAL® and OptiPhage(TM)), humanization and antibody
optimization platforms harness the power of natural somatic hypermutation
(SHM) to ensure the best molecule goes to the clinic.

 

Fusion Antibodies' growth strategy is based on enabling Pharma and Biotech
companies get to the clinic more effectively, using molecules with optimized
therapeutic profile and enhanced potential for successful development and
approval and, ultimately, on speeding up the drug discovery and development
process. Our Integrated Therapeutic Antibody Services ("ITA") offering
enhances the efficiency of this process by providing a continuous service
offering from as early as target nomination to as far as a stable cell line.
Fusion's use of SHM to create a fully human antibody library to capture the
human antibody repertoire addresses a continuing market need in antibody
discovery.

 

Fusion Antibodies' emphasis on antibody therapeutics is based on the size and
growth rate in the sector, with the market valued at $253 billion in 2024 and
forecast to reach nearly $500 billion by 2029.  From 2020 to 2024 there have
been 63 antibody therapeutics granted approval in either the USA or the EU, of
which 30 were for cancer and there were nine antibodies each with sales of
more than $5 billion in 2023.

 

While therapeutic antibodies are our primary focus, all the services are
directly applicable to the Diagnostic sector and also the new, more embryonic
veterinary markets and diversification into these markets gives the Company
further growth opportunities.

 

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