REG - Incanthera PLC Immupharma PLC - Warrant Extension, Debt Conversion & Equity Issue

ImmuPharmaAnnouncement

01/04/2025 07:15

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RNS Number : 0292D  Incanthera PLC  01 April 2025

 

 
 

1 April 2025

 

Incanthera plc

("Incanthera" or the "Company")

 

Extension of Warrants

Debt Conversion and Issue of Equity

 

Incanthera plc (AQSE: INC), the Company focused on innovative technologies in
dermatology and oncology, announces that it has agreed with ImmuPharma plc
("ImmuPharma") to amend the terms of the warrants held by ImmuPharma that were
issued on 26 February 2020 ("Warrants"). Additionally, the Company announces
that is has agreed to settle existing liabilities owed to the University of
Bradford ("UOB"), a founding shareholder of the Company, and two other
creditors, representing in aggregate approximately £380,000, via the issue of
4,470,590 new ordinary shares of 2 pence each at the issue price of
approximately 8.5 pence per share.

 

ImmuPharma Warrant Extension

The Company entered into a warrant instrument ("Warrant Instrument") with the
Company on 26 February 2020 whereby ImmuPharma was issued warrants to
subscribe in cash at 9.5p per share ("Subscription Price") for 7,272,740
ordinary shares ("Warrant Shares").  Further to the extension of the Warrants
announced on 9 September 2024, the Company and ImmuPharma have agreed to
further extend the exercise period of the Warrants to 30 September 2025.

 

In consideration for amending the terms of the Warrants, ImmuPharma shall pay
the Company a profit share ("Profit Share") upon exercise of the Warrants,
equal to 30% of the difference between the Subscription Price and the closing
market price of the Company's shares on AQSE, on the day of exercise of the
Warrants or, if the Warrant Shares are contracted to be sold within 10 days of
exercise, then ImmuPharma shall pay to the Company a profit share of 30% of
the difference between the Subscription Price and the contracted market sale
price.

 

Other than the change in the expiry period, all other provisions in the
Warrant Instrument remain the same.

 

Debt Conversion and Issue of Equity

The Company also announces that it has agreed to convert an outstanding debt,
representing approximately £260,000, owed to the University of Bradford
pursuant to the terms of the existing pipeline agreement, via the issue of
3,058,824 new ordinary shares of 2 pence each ("Ordinary Shares") at 8.5 pence
per share, being the mid-market closing price on the day of the proposal for a
debt conversion ("Issue Price") ("UOB Shares"). The issue of the UOB Shares
fully satisfies obligations to the UOB until the end of Q2 2025. UOB has
entered into an orderly market agreement with the Company.

 

Following Admission, UOB will be in interested in 13,408,007 ordinary shares,
representing 11.05 per cent. of the Company's enlarged issued share capital.

 

Further to the above, the Company has also agreed to settle amounts owed to
advisers for the period until the end of Q2 2025 totalling, in aggregate,
£120,000 via the issue of 1,411,766 new ordinary shares of 2 pence each at
the Issue Price of 8.5 pence per share ("Conversion Shares").

 

Admission and Total Voting Rights

Application will be made for the 4,470,590 UOB Shares and the Conversion
Shares to be admitted to trading on the AQSE Growth Market on or around 4
April 2025 ("Admission") and which will rank pari passu with the ordinary
shares of the Company in issue currently traded on the AQSE Growth Market.

 

Following Admission, the Company's issued share capital will comprise
121,366,645 ordinary shares of 2 pence each, with each share carrying the
right to one vote, therefore the total number of voting rights in the Company
will be 121,366,645. This figure may be used by shareholders as the
denominator for calculations by which they will determine if they are required
to notify their interest in the Company, or a change to their interest in the
Company, under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

Related Party Transaction

 

ImmuPharma, which does not hold shares in Incanthera having sold its
shareholding as previously notified on 3 June 2024, was a substantial
shareholder in Incanthera within the previous 12 months. In addition, Tim
McCarthy, Chairman of Incanthera plc, is also Chief Executive Officer of
ImmuPharma plc.

 

As such, the amendment to the terms of the Warrants entered into by the
Company and ImmuPharma plc is a related party transaction for the purposes of
Rule 4.6 of the AQSE Growth Market Apex Rulebook. Mr. McCarthy has not been
involved in the Board decision in respect to agreeing to the terms of the
extension.

 

With exception of Tim McCarthy, the Directors of the Company independent of
the transaction (being Dr Simon Ward, John Howes and Caroline Murray) having
exercised reasonable care, skill and diligence, consider that the terms of
the Warrant Extension are fair and reasonable insofar as its shareholders are
concerned.

 

 

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.

 

 

 

For further information please contact:

 

 Incanthera plc

 www.incanthera.com (http://www.incanthera.com/)

 Tim McCarthy, Chairman                                                 +44 (0) 7831 675747

 tim.mccarthy@incanthera.com (mailto:tim.mccarthy@incanthera.com)

 Simon Ward, Chief Executive Officer                                    +44 (0) 7747 625506

 simon.ward@incanthera.com (mailto:simon.ward@incanthera.com)

 Suzanne Brocks, Head of Communications                                 +44 (0) 7776 234600

 suzanne.brocks@incanthera.com (mailto:suzanne.brocks@incanthera.com)

 Aquis Exchange Corporate Adviser:                                      +44 (0) 20 7213 0880

 Cairn Financial Advisers LLP

 Jo Turner / Liam Murray / Ed Downes

 Broker:                                                                +44 (0) 20 3650 3650/51

 Stanford Capital Partners Ltd

 Patrick Claridge / Bob Pountney

 

 

Notes to Editors

 

About Incanthera plc

 

Incanthera is a specialist company focused on innovative technologies in
dermatology and oncology. It seeks to identify and develop innovative
solutions to current clinical, commercially relevant unmet needs, utilising
new technology from leading specialists and academic institutions as well as
its in-house development team.

 

The Company originated from the Institute of Cancer Therapeutics ("ICT") at
the University of Bradford.  Incanthera's strategy is to develop each
candidate in its portfolio from initial acquisition or discovery to securing
its future through commercially valuable partnerships at the earliest
opportunity in its development pathway.

 

For more information on the Company please visit: www.incanthera.com
(http://www.incanthera.com/)

 

@incantheraplc

 

 

About Skin + CELL

 

Skin + CELL is Incanthera's luxury skincare brand utilising our
ground-breaking formulation and delivery expertise, to bring scientifically
proven formulations to cosmetics. Skin + CELL's complementary range of
products are based on advanced, clinically designed, formulation concentrates
which combine leading edge delivery enhancement technology with selected
prestige cosmetic ingredients to give an effective product which gives a silky
emollience in use and leaves the skin visibly radiant, energised and
protected.

 

Incanthera's new bioactive skincare technology has been developed by our
in-house experts who have previously formulated topical products for some of
the world's leading skincare and pharmaceutical companies. The formulations
fortify otherwise depleted physiological pathways to improve the skin's
performance, ability to self-repair and to address previously unmet cosmetic
conditions in skin health.

 

Skin + CELL's luxury skincare current range extends across face, body, hand,
face serum and eye cream, and will also include bioactive SPF concentrations
and further derivatives of vitamins in the future.

 

 

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