REG - Genflow Biosciences - Share Subscription, Director's Dealing and Update

Genflow BiosciencesAnnouncement

09/05/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250509:nRSI9758Ha&default-theme=true

RNS Number : 9758H  Genflow Biosciences PLC  09 May 2025

9 May 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Genflow Biosciences plc

("Genflow" or the "Company")

Genflow Secures £500,000 via a Subscription of Shares,

Director's Dealing and Clinical Progress of Canine Longevity Trial

 

Introduction

Genflow Biosciences Plc (LSE:GENF) (OTCQB:GENFF) ("Genflow" or "the
Company"), is pleased to announce that it has raised gross proceeds of
£500,000 (before expenses) via an allotment to Eric Leire of 62,500,000 new
ordinary shares of £0.0003 each ("New Ordinary Shares") at an issue price of
0.8 pence (being the bid price as at close of business on 8 May 2025) (the
"Issue Price").

The net proceeds of this fundraise will be used to advance a proof-of-concept
trial evaluating the safety and efficacy of our therapeutic candidate in aged
dogs, potentially being also a key translational model for age-related
conditions in humans.

Issuance of the New Ordinary
Shares

The Company is currently 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, this fundraise 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 their issue to an institution, who will immediately sell these New
Ordinary Shares at the same Issue Price to a purchaser identified by it (the
"Purchaser").

Warrants

Concurrent with the purchase of the New Ordinary Shares, the Purchaser will
receive warrants from the Company on a one-for-one basis.    These warrants
will be exercisable for a period of 36 months at an exercise price of 1.5
pence ("Exercise Price"), subject to adjustment in certain circumstances as
set out in the warrant instrument including a reset of the Exercise Price if
the Company completes a share issuance (or other transaction granting rights
to subscribe for equity securities) during the Exercise Period at a price
lower than the Exercise Price.

Total Voting Rights

Application will be made for the 62,500,000 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 15 May 2025 (the "Admission").

Upon Admission, the total number of issued shares and the total number of
voting rights in the Company will be 453,547,942.

The above figure of 453,547,942 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.

Clinical Progress of Canine Longevity Trial

Coinciding with the fundraise, Genflow reached a key milestone with the
randomization of 24 senior dogs enrolled in its ongoing proof-of-concept
clinical trial.

Delivered via intravenous injection, the therapy targets cellular energy
metabolism and longevity pathways. Genflow and its partners are conducting the
study in accordance with the rigorous scientific protocols, leading animal
welfare practices, and a committement to innovation.

The study is designed to evaluate the potential of Genflow's SIRT6 gene
therapy to improve muscle function, reduce biological markers of aging, and
support overall vitality in senior dogs, potentially uncovering insights that
could help extend the quality of life for humans. An overview can be seen
below:

·    Participants: 24 senior dogs (male and female), aged 10+ years

·    Design: Randomized, controlled, dose-escalation trial

·    Endpoints: Safety of the gene therapy, Muscle strength and mass,
biological age estimation (via pan-mammelian methylation clocks), and overall
health indicators

The Company will keep the market informed of future developments as trials
proceed.

Eric Leire, CEO of Genflow, commented:

"This investment, without applying any discount, is a strong vote of
confidence in our science and our mission to improve aging  through
innovative biotechnology. With this support, we are well-positioned to
accelerate our research and bring us closer to delivering impactful solutions
to patients."

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

 c)  Price(s) and volume(s)                                       Price(s)                      Volume(s)
                                                                  0.8 pence per Ordinary Share  62,500,000 Ordinary Shares
 d)  Aggregated information:

     Aggregated volume                                            62,500,000 Ordinary Shares

     Price                                                        0.8 pence per Ordinary Share

 e)  Dates of the transaction                                     8 May 2025

 f)  Place of the transactions                                    London

d)

Aggregated information:

Aggregated volume

Price

 

62,500,000 Ordinary Shares

0.8 pence per Ordinary Share

 

 

e)

Dates of the transaction

8 May 2025

 

f)

Place of the transactions

London

Contacts

 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

About Genflow Biosciences

Founded in 2020, Genflow Biosciences Plc. (LSE:GENF) (OTCQB:GENFF), a
biotechnology company headquartered in the UK with R&D facilities in
Belgium, is pioneering gene therapies to decelerate the aging process, with
the goal of promoting longer and healthier lives while mitigating the
financial, emotional, and social impacts of a fast-growing aging global
population. Genflow's lead compound, GF-1002, works through the delivery of a
centenarian variant of the SIRT6 gene which has yielded promising preclinical
results. Expected to begin in 2025, Genflow's clinical trial aims to explore
the potential benefits of GF-1002 in treating MASH (Metabolic
Dysfunction-Associated Steatohepatitis), the most prevalent chronic liver
disease for which there is no effective treatments. Please visit
www.genflowbio.com (http://www.genflowbio.com)   and follow the Company on
LinkedIn and Twitter/X.

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDEANSPEFESEFA