REG - Genflow Biosciences - Update, Equity Issue and PDMR Notification

Genflow BiosciencesAnnouncement

09/10/2025 07:00

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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
(https://www.londonstockexchange.com/news-article/GENF/issue-of-equity-correction/17261145)
.

 

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)                                       Price(s)                      Volume(s)
                                                                  1.1 pence per Ordinary Share  40,000,000 Ordinary Shares
 d)  Aggregated information:

     Aggregated volume                                            40,000,000 Ordinary Shares

     Price                                                        1.1 pence per Ordinary Share

 e)  Dates of the transaction                                     8 October 2025

 f)  Place of the transactions                                    London

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

 

 

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. Genflow's 12-month proof-of-concept clinical trial evaluating their
SIRT6-centenarian gene therapy in aged dogs began in March 2025. Other
programs planned include a clinical trial that will 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
(https://www.linkedin.com/company/genflow-biosciences/?viewAsMember=true) and
X (https://x.com/genflowbio) .

 

DISCLAIMER

The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company.

This announcement may contain forward-looking statements. The forward-looking
statements include, but are not limited to, statements regarding the Company's
or the Directors' expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statement that refers to projections,
forecasts or other characterisations of future events or circumstances,
including any underlying assumptions, is a forward-looking statement. The
words "anticipate", "believe", "continue", "could", "estimate", "expect",
"intend", "may", "might", "plan", "possible", "potential", "predict",
"project", "seek", "should", "would" and similar expressions, or in each case
their negatives, may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts.
Forward-looking statements are based on the current expectations and
assumptions regarding the Company, the business, the economy and other future
conditions. Because forward-looking statements relate to the future, by their
nature, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Forward-looking statements are
not guarantees of future performance and the Company's actual financial
condition, actual results of operations and financial performance, and the
development of the industries in which it operates or will operate, may differ
materially from those made in or suggested by the forward-looking statements
contained in this announcement. In addition, even if the Company's financial
condition, results of operations and the development of the industries in
which it operates or will operate, are consistent with the forward-looking
statements contained in this announcement, those results or developments may
not be indicative of financial condition, results of operations or
developments in subsequent periods. Important factors that could cause actual
results to differ materially from those in the forward-looking statements
include regional, national or global, political, economic, social, business,
technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this announcement applies only as
of the date of this announcement and is expressly qualified in its entirety by
these cautionary statements. Factors or events that could cause the Company's
actual plans or results to differ may emerge from time to time, and it is not
possible for the Company to predict all of them. The Company expressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this announcement to
reflect any change in its expectations or any change in events, conditions or
circumstances on which any forward-looking statement contained in this
announcement is based, unless required to do so by applicable law, the
Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and
Transparency Rules of the FCA or the UK Market Abuse Regulation.

 

 

 

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