Genflow Biosciences - Update, Equity Issue and PDMR Notification
09/10/2025 07:00
RNS Number : 6450C
Genflow Biosciences PLC
09 October 2025
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
9 October 2025
Genflow Biosciences Plc
Termination of Initial Transaction, Subscription of New Ordinary Shares, Warrant Issue and PDMR Dealings
Genflow Biosciences Plc (LSE:GENF) (OTCQB:GENFF) ("Genflow" or "the Company"), announces that its board of directors has taken the decision to terminate, and not to proceed with, the subscription announced by the Company on 2 October 2025 (the "Initial Transaction"). Please see Issue of Equity - Correction - 12:37:10 02 Oct 2025 - GENF News article | London Stock Exchange.
In the alternative, it has raised gross proceeds of £440,000 (before expenses) via an allotment to Eric Leire of 40,000,000 new ordinary shares of £0.0003 each ("New Ordinary Shares") at an issue price of 1.1 pence (being the closing bid price as at close of business on 8 October 2025) (the "Issue Price") (the "Alternative Transaction").
The Board has taken this decision on the basis that the Alternative Transaction is more favourable to, and less dilutive for, shareholders than the Initial Transaction.
Issuance of the New Ordinary Shares
The Company continues to be unable to issue and admit the New Ordinary Shares without either the publication of a prospectus approved by the Financial Conduct Authority ("FCA") or relying upon an exemption to the requirement to issue a prospectus.
Consequentially, the Alternative Transaction involves a subscription by Eric Leire, CEO and director of the Company, for the New Ordinary Shares at the Issue Price pursuant to the employee offer exemption under Article 1(4)(i) and 1(5) (h) of the UK Prospectus Regulation.
Following allotment of the New Ordinary Shares, Eric Leire has agreed to direct the issue of 35,454,546 of such New Ordinary Shares to a consortium of existing shareholders (the "Purchasers"). Eric Leire will be issued the remaining 4,545,454 New Ordinary Shares.
Warrants
Concurrent with the purchase of the New Ordinary Shares, the Purchasers and Eric Leire will receive warrants from the Company on a one-for-one basis. These warrants will be exercisable for a period of 24 months at an exercise price of 1.2 pence ("Exercise Price"), subject to adjustment in certain circumstances as set out in the warrant instrument.
Total Voting Rights
Application will be made for the 40,000,000 New Ordinary Shares, which will rank pari passu in all respects with the existing Ordinary Shares of the Company, to be admitted to the FCA official list and to trading on the equity shares (transition) category of the Official List maintained by the FCA and to trading on the main market for listed securities of the LSE, which is expected to occur on or around 8.00 a.m. on 16 October 2025 (the "Admission").
Upon Admission, the total number of issued shares and the total number of voting rights in the Company will be 493,547,942.
The above figure of 493,547,942 should be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Dr. Eric Leire, CEO of Genflow, commented: "We would like to express our sincere gratitude to our historical shareholders for their continued confidence and commitment to Genflow’s vision. Their ongoing support reflects a shared belief in our mission. With this additional capital, Genflow is able to deliver on our near-term objectives."
UK Market Abuse Regulation (UK MAR) Disclosure
Certain information contained in this announcement would have been inside information for the purposes of Article 7 of Regulation No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) until the release of this announcement. The person responsible for arranging for the release of this announcement on behalf of Genflow Biosciences is Eric Leire, Chief Executive Officer.
Notification of transactions of directors, persons discharging managerial responsibilities or connected persons
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | Eric Leire | ||||||||
| 2. | Reason for the Notification | |||||||||
| a) | Position/status | PDMR | ||||||||
| b) | Initial notification / Amendment | Initial notification | ||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Genflow Biosciences plc | ||||||||
| b) | LEI | 213800HVOFXRXVEGDN62 | ||||||||
| 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 £0.0003 | ||||||||
| Identification Code | GB00BP2C3V08 | |||||||||
| b) | Nature of the transaction | Off Market Allotment and Subscription | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information: Aggregated volume Price | 40,000,000 Ordinary Shares 1.1 pence per Ordinary Share | ||||||||
| e) | Dates of the transaction | 8 October 2025 | ||||||||
| f) | Place of the transactions | London | ||||||||
| Genflow Biosciences | Harbor Access |
| Dr Eric Leire, CEO | Jonathan Paterson, Investor Relations |
| +32-477-495-881 | +1 475 477 9401 |
| Jonathan.Paterson@Harbor-access.com |