REG - LungLife AI, INC - Notice of Special Meeting

LungLife AIAnnouncement

Tue 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:20250429:nRSc5161Ga&default-theme=true

RNS Number : 5161G  LungLife AI, INC  29 April 2025

Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information as stipulated under the
UK Market Abuse Regulation. With the publication of this announcement, this
information is now considered to be in the public domain.

 

29 April 2025

 

LungLife AI, Inc.

(the "Company" or "LungLife")

 

Proposed cancellation of admission of Common Shares to trading on AIM

Proposed Stockholder approval of Exclusive License and Distribution Agreement

And

Notice of Special Meeting

 

LungLife AI (AIM: LLAI), a developer of clinical diagnostic solutions for lung
cancer, announces that, further to its previous announcements, the Company
will shortly send a circular to Stockholders (the "Circular"), which contains
a notice of Special Meeting of Stockholders (the "Special Meeting") and
resolutions (the "Resolutions") in connection with the proposed cancellation
of admission of the Company's Common Shares to trading on AIM and also to seek
the Stockholder approval that is required to allow for Completion of the
Company's Exclusive License and Distribution Agreement (the "Agreement") with
Circulogene Theranostics, Inc. (the "Proposals").

 

The purpose of the Circular is to provide information on the background to and
reasons for the proposed Cancellation and to explain the consequences of the
Cancellation. The purpose of the Circular is also to provide information on
the background and reasons for entering into the Agreement; to explain the
consequences of the Agreement; and to provide reasons why the Directors
unanimously consider both of the Resolutions to be in the best interests of
the Company and its Stockholders as a whole and recommend that the
Stockholders approve the same.

 

The Special Meeting is to be convened for 4:00 p.m. UK time on 20 May 2025 at
the offices of Allenby Capital Limited at 5th Floor, 5 St Helen's Place,
London EC3A 6AB.

 

Pursuant to Rule 41 of the AIM Rules, the Company through its AIM nominated
adviser, Allenby Capital Limited, has notified the London Stock Exchange of
the date of the proposed Cancellation which is expected to become effective at
7.00 a.m. on 29 May 2025 if the Cancellation Resolution is passed at the
Special Meeting.

 

Availability of Circular

 

The Circular will be sent to Stockholders today, 29 April 2025. A copy of this
announcement and the Circular will be made available shortly on the Investors
section of the Company's website at https://lunglifeai.com/investors/
(https://lunglifeai.com/investors/) .

 

Extracts from the Circular are set out, without material amendment, below.

 

The above summary should be read in conjunction with the full text of this
announcement and the Circular, extracts from which are set out in the
Appendices below. All capitalised terms used throughout this announcement
shall have the meanings given to such terms in the Definitions section in
Appendix 3 to this announcement below and as defined in the Circular.
References to 'this Document' refer to the Circular. References to numbered
'Parts' below refer to the relevant parts of the Circular.

 

Unless otherwise defined herein, the capitalised defined terms used in this
announcement have the same meaning as those used in the Circular.

 

 

For further information please contact:

 

 LungLife AI, Inc.                   www.lunglifeai.com (https://www.lunglifeai.com/)
 Paul Pagano, CEO                    via investors@lunglifeai.com
 David Anderson, CFO

 Allenby Capital Limited                                                 Tel: +44 (0)20 3328 5656

 Nominated Adviser and Joint Broker                                      info@allenbycapital.com

 Alex Brearley / Lauren Wright - Corporate Finance

 Matt Butlin / Guy McDougall - Equity Sales & Corporate Broking

 Goodbody (Joint Broker)             Tel: +44 (0) 20 3841 6202
 Tom Nicholson / Cameron Duncan

 

About LungLife

LungLife AI is a developer of clinical diagnostic solutions designed to make a
significant impact in the early detection of lung cancer, the deadliest cancer
globally. Using a minimally invasive blood draw, the Company's LungLB® test
is designed to deliver additional information to clinicians who are evaluating
indeterminate lung nodules. For more information visit www.lunglifeai.com
(http://www.lunglifeai.com) .

 

Our Purpose is to be a driving force in the early detection to lung cancer.
And our Vision is to invert the 20:80 ratio such that in years to come at
least 80% of lung cancer is detected early.

 

 

APPENDIX 1: EXTRACTS FROM THE CIRCULAR

 

Part I - Letter from the Chair

LUNGLIFE AI, INC.

(incorporated in the State of Delaware, USA under the Delaware General
Corporation Law with registered file number 4771503)

 Directors:              Registered office:

 Gordon Roy Davis        850 New Burton Road

 Paul Pagano             Suite 201, Dover

 David Anderson          Delaware 19904

 Andrew Norman Boteler   USA

 Sara Jane Barrington    29 April 2025

Dear Stockholder

 

PROPOSED CANCELLATION OF ADMISSION OF THE COMMON SHARES TO TRADING ON AIM

APPROVAL OF EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT WITH CIRCULOGENE
THERANOSTICS, INC.

AND

NOTICE OF SPECIAL MEETING

 

1.             Introduction

On 3 February 2025, the Company announced that the Board intended to seek
Stockholder approval for the voluntary cancellation of admission of the Common
Shares to trading on AIM (the "Cancellation"). On 29 April 2025, the Company
announced that it is seeking Stockholder approval for the Cancellation at the
Special Meeting, which has been convened for 4.00 p.m. UK time on 20 May 2025
at the offices of Allenby Capital Limited, 5 St Helen's Place, London EC3A
6AB.

On 17 April 2025, the Company also announced that it had entered into an
Exclusive License and Distribution Agreement with Circulogene Theranostics,
Inc ("Circulogene") (the "Agreement"), a US-based comprehensive liquid biopsy
diagnostics company, pursuant to which, if approved by  Stockholders and
certain other approvals are obtained, inter alia, the Company will receive
total advanced payments of $750,000, guaranteed minimum royalty payments of
$450,000 and gives an Asset Purchase Option to acquire the LungLB test and
related assets for $6,200,000 less payments received by the later of 30
September 2025 or 60 days after Completion (as defined below) of the
Agreement.

Completion of the Agreement also requires, among other things, obtaining
Stockholder approval to approve the Agreement, which the Company is seeking
via the Agreement Approval Resolution.  Further details of the Agreement can
be found in section 2 of this Part I, below.

If the Cancellation Resolution is passed at the Special Meeting, it is
anticipated that the Cancellation will become effective at 7.00 a.m. on 29 May
2025. The Cancellation Resolution is conditional, pursuant to Rule 41 of the
AIM Rules, upon the approval of not less than 75 per cent. of the votes cast
(whether by Stockholders present in person or by proxy) at the Special
Meeting.

In accordance with Rule 41 of the AIM Rules, the Company has notified the
London Stock Exchange of the date of the proposed Cancellation, which, subject
to Stockholder approval of the Cancellation Resolution, is expected to become
effective at 7.00 a.m. on 29 May 2025.

Accordingly, the Board is seeking Stockholder approval for the Cancellation
and the Agreement.  Further details are set out below.

The purpose of this Document is to provide information on the background to
and reasons for the proposed Cancellation; to explain the consequences of the
Cancellation; and provide reasons why the Directors unanimously consider the
Resolutions to be in the best interests of the Company and its Stockholders as
a whole. The purpose of this Document is also to provide information on the
background and reasons for entering into the Agreement; to explain the
consequences of the Agreement; and provide reasons why the Directors
unanimously consider both the Cancellation Resolution and the Agreement
Approval Resolution to be in the best interests of the Company and its
Stockholders as a whole and recommend that the Stockholders approve the same.

The Notice of the Special Meeting is set out on page 14 of this Document.

2.             Background to and reasons for the proposed
Resolutions

The Common Shares have been admitted to trading on AIM since the Company's
initial public offering in July 2021. Since the Company's initial public
offering, and subsequent fundraise in March 2024, LungLife has been able to
use the funds to advance its LungLB® test, including the successful clinical
validation of LungLB® following conclusion of the multi-site validation trial
in 2024.

On 3 February 2025, the Company provided an operational and funding update
(the "February 2025 Update"), which noted, among other things, that it had
become clear to the Board that the most appropriate course of action would be
for the Board to seek approval from the Stockholders of the Company to cancel
the admission of the Company's Common Shares to trading on AIM in accordance
with Rule 41 of the AIM Rules for Companies.

 

In the February 2025 Update, the Company also stated that the Board proposed
to continue to consider potential sources of funding options for the Company
but, should none be identified, nor any strategic agreement reached, the Board
anticipated the orderly winding up of the business in due course.

 

On 17 April 2025, the Company announced that Circulogene had continued to
perform diligence relating to payor and payment processes and following that
due diligence has re-engaged with LungLife in relation to the commercial
licencing of the Company's LungLB® test, which has led to the Company
entering into the Agreement.

 

Licensing Terms

 

As announced on 17 April 2025, under the Agreement, an advanced payment of
$375,000 has been paid to LungLife by Circulogene following signature (the
"Advanced Payment"). If LungLife fails to obtain the required consents to
allow for completion of the Agreement ("Completion"), including but not
limited to, obtaining Stockholder approval and obtaining certain other
consents under the Agreement (the "Required Consents"), then LungLife will be
required to return the Advanced Payment within thirty days following
termination of the Agreement. The Advanced Payment is made pursuant to a
promissory note (the "Promissory Note") provided by LungLife that is secured
by certain of LungLife's physical assets.

In order to progress Completion of the Agreement, the Company is seeking
Stockholder approval to approve the Agreement, via the Agreement Approval
Resolution. As at the date of this Document the Company is working with the
relevant stakeholders in order to satisfy the Required Consents.

Following Completion of the Agreement, a further payment of $375,000 is to be
received by LungLife and the liability under the Promissory Note, including
the security interest in certain of LungLife's physical assets, falls away.
From Completion, Circulogene will have the exclusive right and license to
improve, further develop, utilise, practice, market, distribute, offer for
sale, sell and otherwise commercialise the LungLB® test along with all
software and intellectual property which is licensed by the Company in the
United States and its territories, along with, among other things, certain of
the Company's equipment which shall be transferred to Circulogene.  The
Company will work with Circulogene to allow for Circulogene to be able to
provide the LungLB® test from its own laboratory as contemplated under the
Agreement by 31 August 2025.

LungLife will receive royalty payments equivalent of twenty per cent of the
net revenue collected by Circulogene in relation to the LungLB® test for the
first year of the Agreement, but with guaranteed minimum royalty payments
covering the first three quarters of this year of $450,000, provided that, if
the actual royalty payments earned in that period equate to less than
$450,000, the shortfall will be offset against future royalty payments due
under the Agreement. Following the one year anniversary of the signing of the
Agreement, the royalty percentage shall automatically be reduced from twenty
per cent. to fifteen per cent.

The initial term of the Agreement is for a period of two years from
Completion, after which there is the ability to renew in successive periods
for one year, upon the mutual agreement of LungLife and Circulogene, for a
maximum of five renewal terms. The initial term is subject to a potential
increase to 10 years from Completion in certain circumstances described below.

The Agreement may be terminated by either LungLife or Circulogene in various
circumstances, including if the Required Consents, including but not limited
to Stockholder approval to approve the Agreement or to allow for the exercise
of the Agreement's asset purchase option (the "Asset Purchase Option", as
described below), are not met within certain specified timeframes.

 

Asset Purchase Option Terms

In addition to the terms above, from Completion, the Agreement also contains
the Asset Purchase Option, whereby Circulogene has the option but not an
obligation, by the later of 30 September 2025 or sixty (60) days after
Completion (the "Option Window"), to acquire the licensed IP, the leased
equipment and all other applicable licenses for a consideration of $6,200,000,
less all payments received by LungLife referred to above, but subject to and
conditional on, among other things, Stockholder approval of a purchase
agreement at the time of exercise and potentially the consent of the Company's
Stockholders being given in a meeting pursuant to Rule 15 of the AIM Rules for
Companies (as this may be applicable).

 

Should the Asset Purchase Option be exercised, the Board currently expects
that the Company would make a distribution to Stockholders of a portion of the
proceeds receivable by LungLife, with the remainder to be used fund the
operations of the Company.

 

If Circulogene exercises the Asset Purchase Option but the transaction is
unable to be consummated due to circumstances of LungLife or circumstances
outside the reasonable control of Circulogene, such as LungLife's failure to
obtain the required Stockholder consent or its breach of the Agreement, then
Circulogene has the option to either terminate the Agreement or extend the
initial term of the Agreement for a period of ten (10) years from Completion.
In that circumstance, the royalty payments would be reduced to ten percent of
the net revenue collected by Circulogene in relation to the LungLB® test for
the remainder of the term.

 

Right of First Refusal

If, during the term of the Agreement, LungLife receives an offer to purchase a
controlling interest in the Company, to purchase the LungLB® test or related
assets, or to exclusively license the LungLB® test outside of the United
States and its territories, then, during a certain election period following
such offer, Circulogene will have a right of first refusal to itself
consummate the proposed transaction on the offered terms or, if LungLife
receives the offer within the Option Window, to effectuate the Asset Purchase
Option (i.e., purchase the licensed IP, the leased equipment and all other
applicable licenses for a consideration of $6,200,000, less all payments
received by LungLife referred to above), but subject to and conditional on,
among other things, Stockholder approval of a purchase agreement at the time
of exercise and potentially the consent of the Company's Stockholders being
given in a meeting pursuant to Rule 15 of the AIM Rules for Companies (as this
may be applicable).

 

The Company has not capitalised the research and development expenditure
associated with the creation of the LungLB® test and the LungLB® test is
therefore recorded as having nil carrying value in the Company's statement of
financial position.  The Company's unaudited statement of financial position
as at 30 June 2024, announced in the Company's half-year report on 22 August
2024, carried an intangible asset value of $5.8 million in relation to a
license to access certain de-identified patient records at the Mount Sinai
Hospital, which does not form part of the Agreement and will not be subject to
the Asset Purchase Option.  Approximately $0.5 million of unaudited losses
were attributable to the LungLB® test over the year ended 31 December 2024,
being the research and development expenditure over that period.

 

Promissory Note

 

The Advanced Payment of $375,000 was made pursuant to a Promissory Note under
which interest of 7.5% is payable and the amount is secured by a lien in
certain tangible assets of the Company.  In the event Completion takes place
the amount of $375,000 is no longer repayable and the liability under the
Promissory Note, including the security interest in certain of LungLife's
physical assets, falls away.

 

About Circulogene

 

Founded over a decade ago, Circulogene is a US-based liquid biopsy diagnostics
company. With multiple clinical laboratories and an extensive testing menu, it
supports precision medicine initiatives for patients at risk of cancer and
those diagnosed with cancer using proprietary methodologies for tumour
analysis, ensuring accurate and timely cancer treatment. As part of a
conglomerate of healthcare entities, Circulogene benefits from comprehensive
support across the healthcare continuum, including sales, marketing, and
revenue cycle management (billing).

 

Copies of the Agreement and the documents delivered or deliverable thereunder
including the Promissory Note and Security Agreement can be requested by
Stockholders by emailing: investors@lunglifeai.com.

 

Operational Update

 

Since the February 2025 Update, given the constraints of the Company's cash
position and obligations, as outlined in the February 2025 Update, the Company
undertook various cost reductions that were envisaged at the time of the
February 2025 Update.

 

On 31 March 2025 the Company had an unaudited cash balance of approximately
$850,000 and since the beginning of February 2025 has taken action to reduce
expenditure, including the termination of six members of staff. The Agreement
will require the re-hiring of a minority of these members of staff, and it is
anticipated that the Company's existing cash balances combined with the
minimum funding under the Agreement following Completion will satisfy the
Company's funding needs into 2026.

 

Should the Agreement Approval Resolution not be approved by Stockholders, or
if any of the other Required Consents are not satisfied or if the Agreement
were to be terminated, then the Company would be obligated to repay the
Advanced Payment pursuant to the Promissory Note, and under these
circumstances in the absence of additional financing the Board currently
anticipates that the Company would only be able to manage its cash resources
to provide a cash runway into Q3 2025, and accordingly in such circumstances
the Board would likely revert to a strategy of winding up the Company's
business. Accordingly, the Board considers, among other things, that it is
important for Stockholders to vote in favour of Agreement Approval Resolution
at the Special Meeting to allow for the proposals under the Agreement to
proceed.

 

Further to the Company's previous announcements, the Company submitted its
application to the relevant Medicare contractor for the technical assessment
of LungLB® in Q1 this year.

 

Proposed Cancellation

 

Following the Agreement, LungLife is expected to have a limited level of
operating activity, with the Company's activities in the medium-term being
expected to principally involve running the LungLB® test and the collection
of royalties.  Accordingly, the Board believes that LungLife will be best
placed as a private company to pursue this and still considers that the most
appropriate course of action is for the Company to propose to seek approval
from the Stockholders of the Company to cancel the admission of the Company's
common shares to trading on AIM in accordance with Rule 41 of the AIM Rules
for Companies (the "Cancellation").

 

The Board has assessed that the considerable cost of maintaining admission to
trading on AIM, including fees payable to its professional advisers, including
the nominated adviser and brokers, AIM fees payable to the London Stock
Exchange as well as the incremental legal, insurance, accounting and auditing
fees, along with the considerable amount of management time associated with
maintaining the Company's admission to trading on AIM are, in the Directors'
opinion, disproportionate to the benefits to the Company given how Lunglife's
operations are likely to proceed under the Agreement.

 

Following extensive consideration, the Board has unanimously concluded that
the proposed Cancellation and the Agreement are in the best interests of the
Company and its Stockholders as a whole.

 

3.             Process for, and principal effects of, Cancellation

Stockholders who wish to remain Stockholders of LungLife following
Cancellation are welcome to do so. However, the Directors are aware that
certain Stockholders may be unable, or unwilling, to hold Common Shares in a
private company in the event that the Cancellation is approved and becomes
effective. Such Stockholders should consider selling their Common Shares in
the market prior to the Cancellation becoming effective, as the shares will be
largely illiquid if LungLife is private.

As a private company, there will be no formal market mechanism enabling
Stockholders to trade in the Common Shares and the Common Shares (a) will be
subject to trade restrictions imposed by US securities laws, and (b) may not
be sold, transferred, assigned, pledged, or hypothecated unless an exemption
from registration under US securities laws exists, as determined by LungLife,
and which may require the holder to deliver to the Company an opinion of
counsel regarding the same that is reasonably acceptable to the Company.

It is emphasised that there can be no guarantee that Stockholders will be able
to buy or sell Common Shares following Cancellation. Given that there will be
no market facility platform in place after Cancellation, Stockholders should
be aware of the risks of remaining Stockholders of LungLife following
Cancellation.

The Board is not making any recommendation as to whether or not Stockholders
should buy or sell their Common Shares.

Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock
Exchange to cancel the admission of its shares to trading on AIM to notify
stockholders and to separately inform the London Stock Exchange of its
preferred cancellation date at least 20 clear Business Days prior to such
date.

In accordance with AIM Rule 41, the Directors have notified the London Stock
Exchange of the Company's intention to cancel the Company's admission of its
Ordinary Shares to trading on AIM on 29 May 2025, subject to the Cancellation
Resolution being passed at the Special Meeting. Accordingly, if the
Cancellation Resolution is passed at the Special Meeting, the Cancellation
will become effective at 7.00 a.m. on 29 May 2025.

If the Cancellation becomes effective, Allenby Capital will cease to be the
nominated adviser of the Company pursuant to the AIM Rules and the Company
will no longer be required to comply with the AIM Rules.

Under the AIM Rules, it is a requirement that the Cancellation must be
approved via a general resolution by not less than 75 per cent. of votes cast
(by proxy or in person) at the Special Meeting. Accordingly, the Notice of
Special Meeting set out at the end of this Document contains the Cancellation
Resolution.

The principal effects of the Cancellation will include the following:

•     as a private company, there will be no formal market mechanism
enabling Stockholders to trade in the Common Shares and the Common Shares (a)
will be subject to trade restrictions imposed by US securities laws, and (b)
may not be sold, transferred, assigned, pledged, or hypothecated unless an
exemption from registration under US securities laws exists, as determined by
LungLife, and which may require the holder to deliver to the Company an
opinion of counsel regarding the same that is reasonably acceptable to the
Company;

•     there will be no formal market quote or live pricing for the
Common Shares, therefore it will be more difficult to sell Common Shares or
for Stockholders to determine the market value of their investment in the
Company, compared to shares of companies admitted to trading on AIM (or any
other recognised market or trading exchange);

•     it is possible that immediately following the publication of this
Document, the liquidity and marketability of the Common Shares may be
significantly reduced and their value adversely affected (although the
Directors believe that the liquidity in the Common Shares is currently, and
has for some time, been in any event, limited);

•     the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply;

•     following the Cancellation, it is anticipated that the majority of
the Directors will step down and there may only be two Directors on the Board;

Stockholders will no longer be afforded the protections given by the AIM
Rules, such as the requirement to appoint an AIM nominated adviser or the
requirement for Stockholders to be notified of price sensitive information or
certain events and the requirement that the Company seek Stockholder approval
for certain corporate actions, where applicable, including substantial
transactions, reverse takeovers, related party transactions and fundamental
changes in the Company's business, including certain types of acquisitions and
disposals;

•     the levels of disclosure and corporate governance within the
Company will not be as stringent as for a company quoted on AIM. However, the
Company intends to continue to communicate information to Stockholders,
including via updates on the Company's website;

•     the Company will no longer be subject to UK MAR regulating inside
information and other matters;

•     the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company;

•     Allenby Capital will cease to be nominated adviser and joint
broker to the Company for the purposes of the AIM Rules;

•     UK stamp duty may be due on transfers of shares and agreements to
transfer shares unless a relevant exemption or relief applies to a particular
transfer; and

•     the Cancellation may have personal taxation consequences for
Stockholders. Stockholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Stockholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them.

4.             Transactions in the Common Shares prior to and post
Cancellation

Prior to the Cancellation

Stockholders should note that they are able to continue trading in the Common
Shares on AIM up to the date of Cancellation. If the requisite Stockholders
approve the Cancellation Resolution at the Special Meeting, it is anticipated
that the last day of dealings in the Common Shares on AIM will be 28 May 2025.
The Board is not making any recommendation as to whether or not Stockholders
should buy or sell their Common Shares.

Dealing and settlement arrangements post the Cancellation

In the event that the Cancellation becomes effective, there will be no market
facility for dealing in the Common Shares and no price will be publicly quoted
for Common Shares as from close of business on 28 May 2025, assuming that the
Cancellation Resolution is approved. As such, interests in Common Shares are
unlikely thereafter to be readily capable of sale and where a buyer is
identified, it may be difficult to place a fair value on any such sale and
such sale will require that an exemption from registration of the Common
Shares is available under US securities laws. While there can be no guarantee
that Stockholders will be able to sell any Common Shares, any Stockholder
seeking to do so following the Cancellation should contact the Company in
writing by post to the UK registered office of the Company, Heywood House,
Westbury, BA13 4NA or by email to: investors@lunglifeai.com
(mailto:investors@lunglifeai.com) .  Subject, inter alia, to the trade
restrictions imposed by US securities laws, the Company will then be able to
advise as to whether the Directors are aware of any prospective buyers for any
Common Shares which the holder thereof wishes to sell at that time. It is
emphasised that there can be no guarantee that Stockholders will be able to
buy or sell Common Shares via the mechanism described above and given that
there will be no market facility platform in place after Cancellation,
Stockholders should therefore be aware of the risks of remaining Stockholders
of LungLife following Cancellation.

If Stockholders wish to buy or sell Common Shares on AIM they must do so prior
to the Cancellation becoming effective. As noted above, in the event that
Stockholders approve the Cancellation, it is anticipated that the last day of
dealings in the Common Shares on AIM will be 28 May 2025 and that the
effective date of the Cancellation will be 29 May 2025.

5.             Options

The rights of certain individuals who hold options over Common Shares will be
unaffected by the proposed Cancellation.

6.             Special Meeting

The notice convening the Special Meeting to be held at the offices of Allenby
Capital Limited, 5 St Helen's Place, London EC3A 6AB at 4:00 p.m. UK time on
20 May 2025 is set out at the end of this Document.

·    Resolution 1 to be proposed at the Special Meeting is the
Cancellation Resolution to approve the Cancellation (conditional, pursuant to
Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of
the votes cast, whether by Stockholders present in person or by proxy) at the
Special Meeting).

·    Resolution 2 to be proposed at the Special Meeting is the Agreement
Approval Resolution and is a general resolution to approve the Agreement
(conditional upon the approval of the holders of a majority of the outstanding
common stock).

7.             Action to be taken

Holders of Share Certificates

A Form of Proxy for use at the Special Meeting is enclosed.

Whether or not you intend to attend the Special Meeting, you are requested to
return the Form of Proxy duly completed to the Company's registrars, MUFG
Corporate Markets at  PXS 1, Central Square, 29 Wellington Street, Leeds, LS1
4DL as soon as possible and in any event, so as to be valid, to arrive by 4:00
p.m. on 16 May 2025.  As an alternative to completing the hard-copy Proxy
Form, Stockholders can also vote via the Investor Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com/
(https://uk.investorcentre.mpms.mufg.com/) . Submission of the Proxy vote does
not affect your ability to attend the Special Meeting and vote in person, if
you wish.

Holders of Depositary Interests

A Form of Direction for use at the Special Meeting is enclosed.

By completing the enclosed Form of Direction, holders of Depositary Interests
can instruct the Depositary to vote on their behalf at the Special Meeting,
either in person or by proxy. If the Form of Direction is completed without
any indications as to how the Depositary should vote, the Depositary Interest
holder will be deemed as instructing the Depositary to abstain from voting. If
the Depositary Interest holder wishes to instruct the Depositary (other than
electronically using CREST or Proxymity), it must lodge the completed Form of
Direction with the Depositary at the address stated on the Form of Direction
during normal business hours no later than 4:00 p.m. on 15 May 2025.

Alternatively, Depositary Interest holders may instruct the Depositary how to
vote by utilising the CREST electronic voting service. To instruct the
Depositary how to vote or amend an instruction to vote via the CREST system,
the CREST message must be received by the Depositary (CREST ID RA10) no later
than 4:00 p.m. on 15 May 2025. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied to the message by
the CREST Applications Host) from which the Company's Agent is able to
retrieve the message. CREST Personal Members or other CREST sponsored members,
and those CREST Members who have appointed a voting service provider, should
contact their CREST sponsor or voting service provider for assistance. For
further information on CREST procedures, limitations and system timings please
refer to the CREST Manual.

If you are an institutional investor you may also be able to submit an
instruction electronically via the Proxymity platform, a process which has
been agreed by the Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.proxymity.io. Your
instruction must be lodged by 4:00 p.m. on 15 May 2025 in order to be
considered valid or, if the meeting is adjourned, by the time which is 72
hours before the time of the adjourned meeting. Before you can submit an
instruction via this process you will need to have agreed to Proxymity's
associated terms and conditions. It is important that you read these carefully
as you will be bound by them and they will govern the electronic submission of
your instruction. An electronic instruction submitted via the Proxymity
platform may be revoked completely by sending an authenticated message via the
platform instructing the removal of your submission.

8.             Recommendation, irrevocable undertakings and
letters of intent

The Board believes that both of the Resolutions are in the best interests of
the Company and its Stockholders as a whole and unanimously recommends you to
vote in favour of them, as the Directors intend to do in respect of their own
beneficial shareholdings, which in aggregate represent 0.39% of the Common
Shares currently in issue.

 

Yours faithfully,

Gordon Roy Davis

Chair

 

 

APPENDIX 2: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

                                                                               2025
 Announcement of the proposed Cancellation and approval to enter into the      29 April
 Exclusive License and Distribution Agreement with Circulogene Theranostics,
 Inc.
 Publication and posting of this Document and the Form of Proxy                29 April
 Latest time for receipt of proxy appointments in respect of the Special       4:00 p.m. on 16 May
 Meeting
 Special Meeting                                                               4:00 p.m. on 20 May
 Announcement of result of Special Meeting                                     20 May
 Expected last day of dealings in Common Shares on AIM                         28 May
 Expected time and date of Cancellation                                        7:00 a.m. on 29 May

 

Notes:

1.                    Each of the times and dates above is
indicative only and is subject to change. If any of the above times and/or
dates change, the revised times and/or dates will be notified by the Company
to Stockholders by announcement through a Regulatory Information Service.

2.                    All of the above and below times
refer to London time unless otherwise stated.

3.                    The timetable above assumes that the
Resolutions set out in the Notice of Special Meeting will be passed.

4.                    Events listed in the above timetable
following the Special Meeting are conditional on the Resolutions being passed
at the Special Meeting without amendment.

 

 

APPENDIX 3: DEFINITIONS

 

The following definitions apply throughout this Document (including the Notice
of Special Meeting) and the Form of Proxy unless the context requires
otherwise:

 "Advanced Payment"                            Under the Agreement, an advanced payment of $375,000 will shortly be paid to
                                               LungLife by Circulogene following signing of the Agreement
 "AIM"                                         the market of that name operated by the London Stock Exchange
 "AIM Rules"                                   the AIM Rules for Companies published by the London Stock Exchange from time
                                               to time
 "Allenby Capital"                             Allenby Capital Limited, the Company's nominated adviser and joint broker
                                               pursuant to the AIM Rules
 "Agreement"                                   the Exclusive License and Distribution Agreement between the Company and
                                               Circulogene Theranostics, Inc, as described in section 2 of Part I of this
                                               Document
 "Agreement Approval Resolution"               Resolution 2 set out in the Notice of Special Meeting, to obtain Stockholder
                                               approval to approve the Agreement, which is required, among other things, for
                                               the Completion of the Agreement
 "Asset Purchase Option"                       the Agreement's asset purchase option, as described in 'Asset Purchase Option
                                               Terms' in section 2 of Part I of this Document
 "Business Days"                               Any day upon which the London Stock Exchange is open for business
 "Bylaws"                                      the bylaws of the Company, as amended and restated from time to time
 "Cancellation"                                the cancellation of admission of the Common Shares to trading on AIM in
                                               accordance with Rule 41 of the AIM Rules, subject to passing of the
                                               Cancellation Resolution
 "Cancellation Resolution"                     Resolution 1 set out in the Notice of Special Meeting, to approve the
                                               cancellation of the admission to trading on AIM of the Common Shares in
                                               accordance with Rule 41 of the AIM Rules for Companies
 "Circulogene"                                 Circulogene Theranostics, Inc., a US liquid biopsy diagnostics company
 "Common Shares" or "Shares"                   shares of common stock of the Company with a par value per share of $0.0001
                                               per share
 "Company" or "LungLife"                       LungLife AI, Inc. a company incorporated in the State of Delaware, United
                                               States and having its registered office at 850 New Burton Road, Suite 201,
                                               Dover, Delaware 19904
 "CREST"                                       the electronic systems for the holding and transfer of shares in
                                               dematerialised form operated by Euroclear UK & International Limited
 "Depositary"                                  MUFG Corporate Markets Trustees (Nominees) Limited, Central Square, 29
                                               Wellington Street, Leeds, LS1 4DL
 "Depositary Interests" or "DIs"               dematerialised depositary interests representing underlying Common Shares that
                                               can be settled electronically through and held in CREST, as issued by the
                                               Depositary or its nominees who hold the underlying securities on trust
 "Directors" or "Board"                        the directors of the Company whose names appear on page 8 of this Document and
                                               "Director" shall mean any one of them
 "Disclosure Guidance and Transparency Rules"  the disclosure rules and transparency rules made by the UK Financial Conduct
                                               Authority pursuant to section 73A of the Financial Services and Markets Act
                                               2000
 "Existing Common Shares"                      the 30,658,603 Common Shares in issue as of the date of this Document
 "FCA"                                         the Financial Conduct Authority of the United Kingdom
 "February 2025 Update"                        the operational and funding update announced by the Company on 3 February 2025
 "Form of Direction"                           the enclosed Form of Direction for use by Stockholders who hold Depositary
                                               Interests in connection with the Special Meeting
 "Form of Proxy"                               the enclosed Form of Proxy for use by Stockholders who hold share certificates
                                               in connection with the Special Meeting
 "FSMA"                                        the Financial Services and Markets Act 2000 of the United Kingdom
 "Goodbody"                                    Goodbody Stockbrokers UC, a company incorporated in Ireland with registered
                                               number 54223 and having its registered office at Ballsbridge Park,
                                               Ballsbridge, Dublin 4, D04 YW83 Ireland

 "London Stock Exchange"                       London Stock Exchange group plc
 "Notice" or "Notice of Special Meeting"       the notice of the Special Meeting set out on page 14 of this Document
 "Promissory Note"                             a promissory note provided by LungLife that is secured by certain of
                                               LungLife's physical assets, as described in 'Promissory Note' in section 2 of
                                               Part I of this Document
 "Required Consents"                           the required consents to allow for Completion of the Agreement, including but
                                               not limited to, obtaining Stockholder approval and obtaining certain other
                                               consents under the Agreement
 "Resolutions"                                 the Resolutions 1 and 2 to be proposed at the Special Meeting as set out in
                                               the Notice of Special Meeting, being the Cancellation Resolution and the
                                               Agreement Approval Resolution respectively
 "Stockholder"                                 a holder of Common Shares
 "Special Meeting"                             The special meeting of the Company to be held at the offices of Allenby
                                               Capital Limited, 5 St Helen's Place, London EC3A 6AB at 4.00 p.m. on 20 May
                                               2025
 "UK"                                          the United Kingdom of Great Britain and Northern Ireland
 "UK MAR"                                      Regulation (EU) (No 596/2014) of the European Parliament and of the Council of
                                               16 April 2014 on market abuse to the extent that it forms part of the domestic
                                               law of the United Kingdom including by virtue of the European Union
                                               (Withdrawal) Act 2018 (as amended from time to time)
 "US", "USA" or "United States"                the United States of America, its territories and possessions, any State of
                                               the United States, and the District of Columbia
 "£" and "p"                                   United Kingdom pounds and pence sterling respectively
 "$" and "c"                                   United States dollars and cents respectively

 

 

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  NOGUWSKRVKUSUAR