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REG - Medpal AI PLC - Half-year Financial Report

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RNS Number : 1448G  Medpal AI PLC  29 May 2026

29 May 2026

 

MedPal AI plc

("MedPal AI" or the "Company")

 

Interim Results for the six months ended 28 February 2026

 

MedPal AI (AIM: MPAL, FRA: Z1N), announces its interim results for the period
ended 28 February 2026.

Chief Executive Officer's Statement

I am delighted to present MedPal AI plc's first interim results as an
AIM-quoted company, covering the six months to 28 February 2026. This has been
a period of rapid and disciplined execution of the Company's strategy  since
our admission to AIM in August 2025.

At Admission, MedPal AI was a pre-revenue digital health business built around
the MedPal app - an AI-powered consumer platform aggregating data from more
than 100 wearables and health apps into a unified user profile. Our admission
document set out a strategy of growing the app through direct-to-consumer,
corporate wellness and B2B channels, and contemplated acquisitions of
complementary businesses in the healthcare sphere, including online pharmacies
and telehealth, that would operate alongside and interact with the MedPal app
to provide users with extended functionality and a seamless service. The six
months under review have seen us execute that strategy at pace.

The MedPal app remains the core of the Company and the front door through
which consumers access our platform. During the period we have added an
NHS-contracted pharmacy operation, a private GLP-1 weight-loss clinic and
direct supply agreements with the world's two leading GLP-1 manufacturers.
Together with the app, these complementary capabilities form what we now
describe as the MedPal Health OS: a single, vertically integrated platform
delivering personalised, AI-driven health support, with the MedPal app as the
consumer interface.

The financial results of that execution represent a step change. From a
pre-revenue position at admission, the Company has delivered £1.6 million of
revenue in the period, with a gross profit of £0.37 million. By March 2026
our pharmacy operations were running at an annualised revenue run rate of over
£5 million, with gross margins of more than 34%. The loss after tax of £3.27
million reflects the planned investment cycle of building the operational,
clinical and regulatory infrastructure required to support the next phase of
growth.

Highlights

Financial highlights

•     First revenues delivered: £1,603,943 in the period (H1 2025:
£nil), achieved from a standing start

•     Gross profit of £368,550 (H1 2025: £nil). Monthly gross margin
strengthened through the period as dispensing volumes scaled, exceeding 34% by
March 2026.

•     Annualised pharmacy revenue run rate of over £5 million by March
2026, based on a record 41,000+ items dispensed in the month - a step change
for an operation that began dispensing only five months earlier.

•     Loss for the period of £3.27 million (H1 2025: £0.06 million),
reflecting planned investment in pharmacy build-out, clinical staffing,
marketing and continued development of the MedPal app and Health OS
technology.

•     Equity capital raised of £2.54 million (gross) during the period,
with a further £4 million (gross) raised post period end through placings,
subscriptions, a WRAP retail offer and the issue of fee shares.

Strategic and operational highlights

•     Universal Pharmacy acquisition  announced on 1 October 2025 - in
line with the strategy set out in the Admission Document to acquire
complementary businesses in the healthcare sphere. The acquisition delivered
an NHS contractor registration and a Distance Selling Pharmacy (DSP) licence,
together with the Swaffham dispensing facility, for a total cost of
approximately £70,000 including transaction costs.

•     Direct supply agreement with Eli Lilly secured in January 2026,
giving the Group direct access to Mounjaro® (tirzepatide) and complementing
the Group's existing direct relationship with Novo Nordisk for Wegovy®
(semaglutide).

•     Care UK B2B contract live and ramping, with MedPal supplying
medicines into Care UK's portfolio of more than 200 care homes - a
high-volume, high-retention channel complementing direct-to-patient
prescription dispensing.

•     Secondary listing on the Frankfurt Stock Exchange (FRA: Z1N)
admitted in February 2026, extending the Company's visibility to European
institutional and retail investors.

•     MedPal Health OS framework articulated, bringing together the
existing MedPal app, the Group's clinical and pharmacy capabilities, and AI
triage running on Google's Vertex AI into a single, closed-loop platform
consistent with the integrated user experience contemplated at the time of
Admission.

•     Dispensing volumes accelerated every month, from zero items in
October 2025 to over 41,000 items in March 2026, with substantial operational
headroom remaining in the existing robotic dispensing infrastructure.

Trading and operational review

MedPal.clinic and the GLP-1 opportunity

Alongside the NHS pharmacy operation we have established MedPal.clinic, our
private GLP-1 weight-loss clinic, operating in the same regulatory and
operational framework as the broader pharmacy business. With direct supply
relationships now in place with both Eli Lilly (Mounjaro) and Novo Nordisk
(Wegovy) - the only two manufacturers of the market-leading GLP-1 medicines -
we are uniquely positioned in the UK private market. AI-powered triage and a
zero-cost consultation model give MedPal.clinic a meaningful competitive
advantage in a category that continues to grow rapidly, and which we expect to
step-change again with the anticipated UK launch of oral GLP-1 formulations
during 2026.

The MedPal app and the Health OS

The MedPal app - the foundation product on which the Company was admitted to
AIM - remains at the centre of the platform and continues to evolve. The app
aggregates data from more than 100 wearables and health apps into a unified
user profile, as described in the Admission Document. During the period, we
have continued to invest in the underlying technology, with clinical-grade AI
triage now running on Google's Vertex AI.

What we now describe as the MedPal Health OS is the framework that connects
the app to the complementary capabilities. Data from the app informs clinical
triage; triage routes the user to the right care pathway; where prescriptions
are appropriate, they are filled through our own automated pharmacy
infrastructure; and the resulting physiological data is fed back into the
user's profile. The Board believes the MedPal app and Health OS, together
providing an integrated, seamless user experience, represent the Group's most
strategically valuable assets.

Care home pharmacy supply

Our B2B care home pharmacy supply business, anchored by the contract with Care
UK and serving more than 100 care homes nationally, continues to grow as a
stable, high-retention revenue channel. It also provides the operational
template for further care home partnerships.

Financial review

Revenue for the six months ended 28 February 2026 was £1,603,943 (H1 2025:
£nil), with gross profit of £368,550. Monthly gross margins improved through
the period as volumes scaled, reaching over 34% in March 2026 - a level the
Board considers more representative of the underlying earning power of the
pharmacy operation at scale. Administrative costs of £3.36 million reflect
deliberate investment in clinical and operational staffing, marketing for
MedPal.clinic, and the build-out of the technology and corporate functions
required to operate a UK-listed group in a regulated sector.

During the period, the Group raised gross proceeds of £2.53 million through
the issue of new equity, with associated share issue costs of £0.20 million.
Cash and cash equivalents at the period end were £4,189, reflecting the rapid
working capital absorption associated with funding inventory and the
operational ramp of the pharmacy business. As detailed below, the Group has
subsequently raised a further £4 million of equity to support continued
growth and working capital requirements.

Post balance sheet events

The post-period has been every bit as active as the reporting period itself,
with three landmark transactions and a refresh of the Board's composition:

•     £527,000 placing (20 March 2026): issue of 21,080,000 new
ordinary shares at 2.5 pence per share.

•     £3.0 million placing (17 April 2026): a transformational
fundraise via OAK Securities, with strong support from existing shareholders
and a number of new institutional and high-net-worth investors. The proceeds
substantially fund the Group's growth plan and provide the working capital
headroom needed to capitalise on rising NHS dispensing volumes, MedPal.clinic
scale-up and the commercial opportunities currently under discussion.

•     Remedi (Runcorn) acquisition (29 April 2026): a further
complementary acquisition consistent with the strategy set out in the
Admission Document. Completion of the acquisition of the Runcorn pharmacy
assets for a total announced consideration of £310,000 delivered the Group's
second GPhC-registered dispensing hub, the BD Rowa robotic infrastructure
installed at the site, the existing care home patient book, and a strategic
Midlands / North of England operational presence. Historical NHS PharmData for
the Runcorn site shows 994,366 prescription items dispensed in calendar year
2024, equivalent to annualised turnover of c.£9.94 million at current NHS
average item values. We are now applying the same reactivation playbook used
at Swaffham, at materially greater scale.

•     Board changes: on 9 March 2026, the Company announced that Karl
Karlsson would step down as Chairman and would not be proposed for re-election
at the AGM. The Board is grateful to Karl for his contribution and the search
for a new Chairman whose profile reflects the next stage of MedPal's growth is
well advanced. The Company is actively seeking at least one new independent
non-executive director to join the board.

Outlook

MedPal AI enters the second half of the financial year with a strong
operational, commercial and financial platform. We operate two
GPhC-registered, automated NHS dispensing hubs, Swaffham and Runcorn,  on a
common technology, clinical governance and commercial infrastructure,
supporting the MedPal app and the wider Health OS platform. Management
forecasts pharmacy-level EBITDA breakeven at a combined run rate of 80,000
items per month, expected to be achieved in Q4 2026. The Runcorn site alone
dispensed in excess of that threshold throughout 2024 under previous
ownership, and we are now reactivating the same customer base under MedPal
AI's ownership.

Looking ahead, we expect continued strong growth in NHS dispensing volumes
through the Distance Selling Pharmacy model, accelerating private GLP-1
revenues through MedPal.clinic, deeper penetration of the care home channel,
and increasing engagement with the MedPal app and Health OS as the consumer
platform rolls out at scale. We have a number of material commercial
conversations in progress, all of which sit within the strategic framework set
out at the time of Admission, and we look forward to updating shareholders in
due course.

I would like to thank our shareholders, our advisers and, above all, the
rapidly growing MedPal team for their continued support and disciplined
execution. The first six months as a listed company have moved MedPal AI from
start-up to scale-up. The next six are about converting that platform into
sustained, profitable growth.

Jason Drummond

Founder and Chief Executive Officer

 

 

 

 

 

 

 

 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                                   6 months ended 28 February 2026  6 months ended 28 February 2025

6 MONTHS ENDED 28 FEBRUARY 2026

 
                                                                                  Unaudited                        Unaudited
                                                                            Note  £                                £
 Continuing operations

 Revenue                                                                          1,603,943                        -
 Cost of sales                                                                    (1,235,393)                      -
 Gross Profit                                                                     368,550                          -

 Administrative costs                                                       3     (3,360,434)                      (175,576)
 Development costs                                                                (378,139)                        -
 Depreciation & amortisation                                                      (57,879)                         -
 Operating loss                                                                   (3,427,902)                      (175,576)

 Interest expense                                                                 (32,728)                         -
 Interest income                                                                  3,316                            -
  Loss before tax from continuing operations                                      (3,457,314)                      (175,576)

  Taxation on profit on ordinary activities                                       183,184                          -
 Loss for the period from continuing operations                                   (3,274,130)                      (175,576)
   Other comprehensive income                                                     -                                -
 Total comprehensive loss for the period attributable to shareholders from        (3,274,130)                      (175,576)
 continuing operations

 Basic and dilutive earnings per share - pence                              4     (0.77)                           (0.380)

 

The accompanying notes form an integral part of the Financial Information.

 STATEMENT OF FINANCIAL POSITION           As at 28 February 2026  As at 31 August 2025

AS AT 28 FEBRUARY 2026

 
                                           Unaudited               Audited
                                     Note  £                       £
 NON-CURRENT ASSETS
 Right of Use Asset                        412,953                 -
 Property, plant & equipment               139,944                 -
 Intangibles                         5     287,626                  257,318
 TOTAL NON-CURRENT ASSETS                  840,523                  257,318

 CURRENT ASSETS
 Inventory                                 215,408                 -
 Other current assets                      969,148                 -
 Trade receivables                         292,566                 254,751
 Cash and cash equivalents                 4,189                   1,537,124
 TOTAL CURRENT ASSETS                      1,481,311                1,791,875
 TOTAL ASSETS                              2,321,834               2,049,193

 EQUITY
 Share capital                       7     91,030                   82,616
 Share premium                       7     4,279,412                1,957,900
 Share-based payments reserve        8     3,485,780               3,433,078
 Retained earnings                         (7,341,268)              (4,084,843)
 TOTAL EQUITY                              514,954                 1,388,751
 NON-CURRENT LIABILITIES
 Right of use liability-Non current        377,692                 -
 CURRENT LIABILITIES
 Right of use liability                    64,304                  -
 Borrowings                                302,408                 -
 Trade and other payables                  1,062,476                660,442
 TOTAL CURRENT LIABILITIES                 1,429,188                660,442
 TOTAL LIABILITIES                         1,806,880                660,442
 TOTAL EQUITY AND LIABILITIES              2,321,834                2,049,193

 

 

The accompanying notes form an integral part of the Financial Information

 

 STATEMENT OF CHANGES IN EQUITY                      Share capital            Share premium         Share based payments reserve  Retained earnings  Total equity

AS AT 28 FEBRUARY 2026

 
                                                     £                        £                     £                             £                  £
 Balance at 31 August 2024                           4,620                    66,330                -                             (82,931)           (11,981)
   Loss for the year                                 -                        -                     -                             (4,001,912)        (4,001,912)
 Total comprehensive income for the year             -                        -                     -                             (4,001,912)        (4,001,912)
 Transactions with owners in own capacity
   Ordinary Shares issued in the year                         77,996                3,135,694       -                             -                           3,213,690
   Share issue costs                                 -                             (1,244,124)      -                             -                          (1,244,124)
   Warrants and options issued in the current year   -                        -                     3,433,078                                        3,433,078
 Transactions with owners in own capacity                     77,996                1,891,570       3,433,078                     -                  5,402,644
 Balance at 31 August 2025                           82,616                   1,957,900             3,433,078                     (4,084,843)        1,388,751

 

   Loss for the period                                     -                           -                     -                    (3,274,130)                  (3,274,130)
 Total comprehensive income for the period                 -                           -                     -                    (3,274,130)                  (3,274,130)
 Transactions with owners in own capacity
   Ordinary Shares issued in the period                               8,414            2,529,990             -                    -                                      2,538,404
   Share issue costs                                       -                           (208,478)             -                    -                            (208,478)
   Warrants and options issued in the current period       -                           -                            70,405        -                                          70,405
 Warrants and options cancelled during the current period  -                           -                     (17,705)                        17,705                                 -
 Transactions with owners in own capacity                             8,414                  2,321,512              52,700                   17,705                      2,400,331
 Balance at 28 February 2026                                        91,030                   4,279,412         3,485,778          (7,341,268)                              514,952

 

 

The accompanying notes form an integral part of the Financial Information.

 

 STATEMENT OF CASH FLOWS                                                6 month                  6 month

AS AT 28 FEBRUARY 2026                                                 period ended            period ended

                                                                      28 February              28 February

                                                                         2026                     2025
                                                                 Notes  £                        £
 Cash flow from operating activities
 Loss for the period                                                    (3,274,130)              (175,576)
 Adjustments for:
 Depreciation & Amortisation                                                     57,879          -
 Interest                                                                        10,360          -
 Share based payments                                                            70,407          -
 Changes in working capital:
 (Increase)/decrease in other receivables (including inventory)         (955,997)                (35,902)
 Increase/(decrease) in trade and other payables                        385,662                  2,997
 Net cash used in operating activities                                  (3,705,819)              (208,481)
 Cash flows from investing activities
 Purchase of intangible assets                                          (56,040)                 -
 Purchase of property, plant and equipment                              (153,410)                -
 Net cash used in investing activities                                  (209,450)                -
 Cash flows from financing activities
 Share capital in advance                                               -                        320,101
 Proceeds from issuance of ordinary shares                              2,329,926                -
 Proceeds from borrowings                                               52,408                   -
 Net cash generated from financing activities                           2,382,334                320,101
 Net decrease in cash and cash equivalents                              (1,532,935)              111,620
 Cash and cash equivalents at beginning of period                       1,537,124                253
 Cash and cash equivalents at the end of the period                     4,189                    111,873

 

 

There was the following material non-cash  movements during the period:

·      Assumption of £250,000 working capital liability as part of the
acqusition of the NHS contract.

NOTES TO THE CONDENSED INTERIM FINANCIAL INFORMATION

AS AT 28 FEBRUARY 2026

General information

The Company was incorporated on 23 August 2021 in England and Wales with
Registered Number 13578804 under the Companies Act 2006. The principal
activity of the Company is the development of artificial intelligence (AI)
technologies within the healthcare sector.

The address of its registered office is Floor 8 71 Queen Victoria Street,
London, England, EC4V 4AY.

The Directors of the Company are responsible for the Financial Information in
the interim report.

1.   Accounting Policies

IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.

2. Basis of preparation

The Interim Financial Information has been prepared in accordance with the UK
adopted International Accounting Standards and the Companies Act 2006
applicable to companies reporting under IFRS. The Condensed Interim Financial
Information has not been prepared in accordance with IAS 34 "Interim Financial
Information."

The Interim Financial Information does not include all disclosures that would
otherwise be required in a complete set of Financial Statements but has been
prepared in accordance with the existing accounting policies of the Company.

The Interim Financial Information for the period ended 28 February 2026 is
unaudited.

Medpal AI Plc's Interim Financial Information has been prepared using the
measurement bases specified by IFRS for each type of asset, liability, income
and expense.

The Interim Financial Information does not constitute statutory accounts
within the meaning of section 434 of the Companies Act 2006.

The Interim Financial Information is presented in £ unless otherwise stated,
which is Medpal AI's presentational currency.

2.1        Going concern

The Directors have made an assessment of the Company's ability to continue as
a going concern and are satisfied that the Company has adequate resources to
continue in operational existence for the foreseeable future. The Company,
therefore, continues to adopt the going concern basis in preparing its Interim
Financial Information.

2.2     Critical accounting estimates and judgments

In preparing the Interim Financial Information, the directors must make
judgments on how to apply the Company's accounting policies and make estimates
about the future. Estimates and judgements are continuously evaluated based on
experiences and other factors, including expectations of future events that
are believed to be reasonable under the circumstances. In the future, actual
experience may deviate from these estimates and assumptions.

During the period it was determined that there were no key accounting
estimates or judgements.

 

 

 

 

 

3.   Administrative expenses

                                   6 month period ended  28 Feb   6 month      period ended   28 Feb

                                   2026                           2025
                                   £                              £
 Staff costs                       1,547,593                      85,000
 Advertising & marketing           1,070,433                      -
 Premises costs                    195,713                        15,000
 Professional services             281,738                        41,840
 Travel & entertainment            42,234                         2,333
 IPO Costs                         (20,550)                       27,794
 IT software and consumables       72,388                         2,969
 Legal                             118,517
 Regulatory costs                  46,640                         -
 Other expenses                    5,728                          640
                                   3,360,434                      175,576

 

 

4.   Earnings per share

The calculation of the basic and diluted earnings per share is calculated by
dividing the loss attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the period.

                                                                               6 month        6 month period ended

                                                                               period ended   28 Feb

                                                                               28 Feb         2025

                                                                                2026
 Loss attributable to equity holders of the Company                            (3,274,130)    (175,576)
 Weighted number of ordinary shares in issue                                   424,235,948    46,200,000
 Basic & dilutive earnings per share from continuing operations - pence        (0.77)         (0.38)

 

There is no difference between the diluted loss per share and the basic loss
per share presented as there are no dilutive financial instruments.

 

 

5.   Acquisition of Universal Pharmacy

 

On 1 October 2025, Medpal Limited announced the conditional acquisition of the
pharmacy assets of Universal Pharmacy Ltd (in administration) , pursuant to a
Business Purchase Agreement. The pharmacy operates in Swaffham, Norfolk.

The transaction has been accounted for as an asset purchase, as the assets
acquired did not constitute a business for the purposes of IFRS 3. The total
cost, including directly attributable transaction costs capitalised in
accordance with IAS 38, has been allocated across the identifiable assets on
the basis of their relative fair values at the acquisition date.

 

 BPA consideration - NHS and DSP licence                               29,999
 BPA consideration - plant and machinery                               15,000
 BPA consideration - other                                             1
 Total BPA consideration                                                       45,000

 Directly attributable transaction costs (legal and professional)              25,646
 Total cost of assets acquired                                                 70,646

 Allocated to:
    Intangible asset - NHS and DSP licence (indefinite useful life)            55,645
    Plant and machinery                                                        15,000
    Other fixed assets                                                         1
 Total                                                                         70,646

 

The initial exchange payment of £15,000 was funded by Medpal AI Plc via
intercompany loan. The deferred consideration of £30,000 was settled in
February 2026 on completion of the formal transfer of the NHS dispensing
contractor registration.

Intangible asset - NHS and DSP licence

The primary asset acquired is the NHS community pharmacy contractor
registration and distance selling pharmacy (DSP) licence. The Directors have
assessed this intangible asset as having an indefinite useful life on the
basis that the licence is not subject to a fixed contractual term, is
renewable by the Group subject to ongoing regulatory compliance, and there is
no foreseeable limit to the period over which the asset is expected to
generate net cash inflows for the Group.

 

Accordingly, the asset is not amortised. In accordance with IAS 36, it is
subject to impairment testing at least annually and whenever there is an
indication that it may be impaired. No impairment indicators were identified
at 28 February 2026. The carrying amount at the period end was £55,645.

 

 

6.   Trade and other receivables

                            28 February   31 August 2025

                             2026
                            £             £
 Prepayments                   487,618     390,743
 Other current assets          150,955    -
 VAT                           330,576     114,008
                               969,149    504,751

 

 

7.   Share capital

 

                             Number of shares  Ordinary shares  Share premium  Total
                             Number            £                £              £
 Balance at 31 August 2024   46,200,000        4,620            66,330         70,950
 Founder round ( 2)          56,900,000        5,690            -              5,690
 Series A Capital Raise (3)  43,450,000        4,345            £430,155       434,500
 Consideration (4)           192,500,000       19,250           173,250        192,500
 Pre IPO (5)                 5,033,334         503              150,497        151,000
 Fee shares (6)              2,000,000         200              19,800         20,000
 Share consolidation (7)     -                 34,608           (34,608)       -
 Pre-IPO share issue (8)     17,000,001        3,400            406,600        410,000
 IPO raise  (9)              50,000,000        10,000           1,990,000      2,000,000
 Share issue costs           -                 -                (1,244,124)    (1,244,124)
 As at 31 August 2025        413,083,335       82,616           1,957,900      2,040,516
 Share issue (10)            6,816,305          1,363            543,941        545,304
 Share issue (11)            7,500,000          1,500            496,725        498,225
 Share issue (12)            6,200,000          1,240            377,630        378,870
 Share issue (13)             6,500,000         1,300            338,260        339,560
 Share issue (14)             9,000,000         1,800            465,840        467,640
 Share issue (15)             6,055,000         1,211            307,594       308,805
 Share issue costs                                              (208,478)      (208,478)
 As at 28 February 2026      455,154,640       91,030           4,279,412      4,370,442

(1-         700,000 shares at £0.01 were issued on the 19th January
2024 for total proceeds of £7,000)

(2-         Issue of 56,900,000 shares at nominal value for total
proceeds £5,690)

(3-         Issue of 43,450,000 shares at £0.01 per share for total
proceeds of £434,500)

(4-         Issue of 192,500,000 shares to founder Jason Drummond for
the purchase of the Medpal AI IP)

(5-         Issue of 5,033,334 shares at £.03 per share for total
proceeds of £151,000)

(6-         Issue of 2,000,000 fee shares for £0.01 per share in lieu
of fees)

(7-         On 1 August 2025 , the Company consolidated its ordinary
shares on a 2-for-1 basis. the issued share capital was reduced from
692,166,668 ordinary shares of £0.0001 each to 346,083,334 ordinary shares of
£0.0002 each. The consolidation did not affect the aggregate nominal value of
the issued share capital, which remained £69,216.67)

(8-         Issue of 12,000,001 and 5,000,000 shares at £0.03 and
£0.01 per share raising £410,000)

(9-         Issue of 50,000,000 shares at £0.04p per share as part of
the Company's IPO)

(10-       Issue of 6,816,305 shares at £0.08 per share)

(11-       Issue of  7,500,000 shares at £.066 per share )

(12-       Issue of  6,200,000 shares at £0.061 per share)

(13-       Issue of 6,500,000 shares at £0.052 per share)

(14-       Issue of 9,000,000 shares at £0.052 per share)

(15-       Issue of 6,055,000 shares at £0.051 per share)

( )

The share premium represents the difference between the nominal value of the
shares issued and the actual amount subscribed less; the cost of issue of the
shares, the value of the bonus share issue, or any bonus warrant issue.

Ordinary shares entitle the holder to participate in dividends and the
proceeds on the winding up of the Company in proportion to the number of and
amounts paid on the shares held. The fully paid ordinary shares have a par
value of £0.0002 and the Company's  authorised capital is not limitedl.

On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.

All issued shares are fully paid.

 

8.   Options and warrants

Options

                                     28 February 2026                                        31 August 2025
                                     Weighted average exercise price  Number of options      Weighted average exercise price  Number of options
 Opening balance                     -                                40,308,331             -                                -
 Options issued during the year                                                              4p                               40,308,331
 Options cancelled during the year   4p                               (6,000,000)                                             -
 Outstanding at the end of the year  4p                               34,308,331             4p                               40,308,331
 Exercisable at the end of the year  -                                -                      -                                -

 

 

Warrants

                                     28 February 2026                                         31 August 2025
                                     Weighted average exercise price  Number of warrants      Weighted average exercise price  Number of warrants
 Opening balance                     2p                               135,746,667             -                                -
 Issued during the year              -                                -                       2p                               135,746,667
 Outstanding at the end of the year  2p                               135,746,667             2p                               135,746,667
 Exercisable at the end of the year  4p                               60,746,667              4p                               60,746,667

 

 

The fair value of the services received in return for the options and warrants
granted are measured by reference to the fair value of the instrument granted.
The estimate of the fair value of the instrument granted is measured based on
the Black-Scholes valuations model and Barrier valuations model. The weighted
average time to expiry of the warrants and options is 5.51 years.

 

 

9.   Related party transactions

 

NHS Revenue

The Runcorn acquisition was classified as a related party transaction under
AIM Rules as the acquisition rights were originally secured by Jason Drummond
in his personal capacity. As part of the agreement all NHS prescription income
arising at the Runcorn site is beneficially owned by Medpal Limited, and Mr
Drummond holds any amounts received solely as bare trustee with an obligation
to remit promptly. No commercial benefit accrues to Mr Drummond under this
arrangement. During the period a total of £1.4m of revenue was attributable
to this arrangement. Subsequent to the year end Medpal Limited acquired the
assets from Jason Drummond. Refer to Note 12 for further information.

 

 

10.  Capital Commitments

There were no capital commitments at 28 February 2026 (28 February 2025: nil).

 

11.  Contingent Liabilities

There were no contingent liabilities at 28 February 2026 (29 February 2025:
nil).

 

12.  Events subsequent to period end

 

Board changes

On 9 March 2026, the Company announced that at the AGM, on 30 March 2026, Karl
Karlsson would step down as Chairman and accordingly, would not be proposed
for re-election.

 

Equity fundraisings and issue of fee shares

On 20 March 2026, the Company announced that it had conditionally raised
approximately £527,000 through the issue of 21,080,000 new ordinary shares at
2.5 pence per share.

 

On 25 March 2026, the Company announced that it had raised approximately
£405,160 through a subscription and retail offer, issuing 16,206,396 new
ordinary shares at 2.5p per share.

 

On 17 April 2026, the Company announced a further placing to raise gross
proceeds of £3.0 million through the issue of 120,000,000 new ordinary shares
at 2.5 pence per share.  As part of the raise warrants over 7,200,000 new
ordinary shares were granted, exercisable at 2.5 pence for 36 months from
admission.

 

On 20 April 2026, the Company issued 3,600,000 new ordinary shares in lieu of
£90,000 of advisory fees. Following admission of these shares, the Company's
issued ordinary share capital comprised 616,041,036 ordinary shares.

 

Remedi acquisition

On 29 April 2026, Medpal Limited completed the acquisition of the Runcorn
pharmacy assets through its wholly owned subsidiary, in a transaction with a
total consideration of £310,000. This is a non-adjusting post balance sheet
event. On completion, prepaid transaction costs will be reclassified as an
intangible asset, being the NHS and DSP licences, with an assessed indefinite
useful life, consistent with the accounting policy applied to the Swaffham
licence. The final payment to the administrators of £30,000 was payable on
completion of the novation agreement between Jason Drummond and Medpal
Limited.

 

 

 

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018). The Directors of the Company are
responsible for the contents of this announcement.

Enquiries:

 MedPal AI plc

 Jason Drummond, Chief Executive Officer                                          Via Square1 Consulting

 Cairn Financial Advisers LLP                                                     +44 (0) 20 7213 0880

 Louise O'Driscoll/Jo Turner

 Oak Securities (a trading name of Merlin Partners LLP)  +44 (0) 20 3973 3678     +44 (0) 20 3973 3678

 Tim Dainton/Calvin Man

 Clear Capital Markets Limited                                                    +44 (0) 20 3869 6080

 Bob Roberts

 Square1 Consulting                                                               +44 (0) 20 7929 5599

 David Bick                                                                       +44 (0) 7831 381201

+44 (0) 20 3973 3678

Clear Capital Markets Limited

Bob Roberts

 

+44 (0) 20 3869 6080

Square1 Consulting

David Bick

+44 (0) 20 7929 5599

+44 (0) 7831 381201

 

 

 

About MedPal AI

MedPal AI is a UK-based digital health company building the MedPal Health OS -
a vertically integrated, closed-loop platform spanning AI wellness, clinical
services, and automated pharmacy fulfilment. Its core app aggregates data from
over 100 wearable devices and health apps (including Apple Health, Fitbit,
Garmin, and Whoop) into a unified health profile, offering personalised,
non-clinical lifestyle guidance through its AI wellness coach and acting as
the consumer front door to the Company's clinical and pharmacy services.

 

Through its wholly owned subsidiary MedPal Limited, the Company operates a
24/7 AI-powered automated pharmacy distribution centre, providing nationwide
NHS and private prescription services. The facility leverages BD Rowa VMAX
robotic dispensing technology integrated with AI triage to deliver rapid,
cost-effective medication fulfilment with same-day and next-day delivery
capabilities.

 

MedPal AI has a partnership agreement with Epassi UK Limited, which will, for
a limited time, grant exclusive, zero-cost access to the MedPal AI app across
Epassi's network of 11M+ employees at major firms. The Company's LEI is
984500EDP8B0A14CBA61.

Forward Looking Statements

This announcement contains forward-looking statements, which are based on the
Company's current expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters that are
not historical facts. Forward-looking statements are often identified by words
such as "believes", "expects", "intends", "may", "will", "should", "could",
"plans", "targets", "aims" or similar expressions. Such statements are subject
to risks, assumptions and uncertainties and actual results, performance or
events may differ materially from those expressed or implied by them. The
Company undertakes no obligation to update any forward-looking statements,
except as required by applicable law, the AIM Rules for Companies, the UK
Market Abuse Regulation or other applicable regulation.

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