REG - N4 Pharma PLC - Placing and Subscription to raise £1,750,000

N4 PharmaAnnouncement

01/04/2025 16:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250401:nRSA2110Da&default-theme=true

RNS Number : 2110D  N4 Pharma PLC  01 April 2025

 

1 April 2025

N4 Pharma plc

 

("N4 Pharma" or the "Company")

 

Placing and Subscription to raise £1,750,000

 

N4 Pharma plc (AIM: N4P), the UK biotech developing Nuvec®, its proprietary
gene delivery system to enable advanced therapies for cancer and other
diseases, is pleased to announce a placing and subscription for 437,500,000
new ordinary shares of 0.4p each in the Company ("Ordinary shares") at an
issue price of 0.4p ("Issue Price") to raise gross proceeds of £1,750,000
(the "Fundraise").

 

The Fundraise comprises 247,500,000 placing shares ("Placing Shares") and
190,000,000 subscription shares ("Subscription Shares"), (together the
"Fundraise Shares"). 142,780,350 of the Fundraise Shares have been issued
utilising the Company's existing authorities (the "First Issue Shares") and
294,719,650 shares will be issued subject to shareholder approval at a General
Meeting to be held on 22 April 2025 (the "Second Issue Shares").

 

Each placing and subscription share will have one warrant attached,
exercisable at 0.8p for a period of three years from the second admission date
(the "Fundraising Warrants"). The issuance and exercise of all Fundraising
Warrants will be conditional upon the passing of the necessary resolutions at
the General Meeting.

 

The net proceeds of the Fundraise will be used to advance the Nuvec® platform
to the point of commercialisation which the Board considers to be a point of
significant value uplift for the Company.

 

In the past few years, the Company has explored several of the applications of
the Nuvec® platform and this work has clearly highlighted that the foremost
opportunity for the platform is to deliver RNA therapeutics. Accordingly, the
Company will now utilise the proceeds from the Fundraise to complete the key
data packages required to secure platform partnerships and licensing deals.
This work is expected to take approximately twelve months during which time
the Company anticipates generating strong news flow arising from the
workstreams and its partnering activities.

 

Specifically, the proceeds of the Fundraise will be used to generate data on:

 

•     Preliminary CMC (Chemistry, Manufacturing and Controls) and a
scale-up strategy which is critical to the supply of material to partners and
for in-house research;

•     Dual loading and targeting to demonstrate Nuvec®'s ability to
deliver multiple RNAs to specific cells, which strongly differentiates the
platform and greatly increases its commercial appeal;

•     Preliminary in-vivo efficacy and toxicity studies to validate
Nuvec®'s safety and effectiveness in preclinical models, and

•     Biodistribution data to confirm where Nuvec® travels in the body
and how it is excreted.

 

In order to execute this programme of work effectively, the Company has now
put in place a team of highly experienced consultants in translational
sciences and CMC to design and oversee the outsourced execution of the work
above. It has also engaged with an RNA therapeutics industry veteran to assist
in developing the Company's commercial and longer-term clinical strategies and
has taken on a highly experienced business development consultant to build on
the commercial activities to date and accelerate these towards the near-term
objective of a platform licensing deal.

 

The Fundraise proceeds will also be used to fund IP protection and provide
working capital and operational stability for the Company during licensing
discussions.

 

Nigel Theobald, Chief Executive Officer of N4 Pharma, commented:

 

"We are very pleased to have raised these funds that will allow the Company to
reach a significant value inflection point. Our recent changes to the board
and input from sector experts have given us a new sense of focus on RNA
delivery with the Nuvec® platform where its key benefits differentiate it
strongly from existing techniques that have numerous shortcomings.

 

"We will now focus intensely on filling the gaps in our Nuvec® data package
to address all the likely questions a partner will raise during diligence with
the aim of securing platform partnering deals as quickly as possible.

 

"The proceeds of the Fundraise will give the Company the cash runway to
negotiate commercial partnerships from a position of strength."

 

Director Dealing and Related Party Transaction

 

As part of the Fundraise, Dr Alastair Smith, Non-executive Director of the
Company, has subscribed for 2,500,000 Subscription Shares, which will equate
to 0.3% of the enlarged issued share capital (following the issue of both
tranches of Ordinary Shares). 815,888 Ordinary Shares will form part of the
First Issue Shares and 1,684,112 Ordinary Shares will form part of the Second
Issue Shares. The participation by Dr Smith in the Fundraise constitutes a
related party transaction pursuant to Rule 13 of the AIM Rules. The Directors
independent of this transaction, being Dr Chris Britten, Nigel Theobald, Luke
Cairns and Dr Michael Palfreyman consider, having consulted with SP Angel
Corporate Finance LLP, the Company's Nominated Adviser, that the terms of Dr
Smith's participation in the Fundraise are fair and reasonable insofar as the
Company's shareholders are concerned.

 

Broker Warrants

 

As part of its fee, Turner Pope Investments (TPI) Limited, will be issued with
warrants ("Broker Warrants") to subscribe for 87,500,000 new Ordinary Shares
exercisable at the Issue Price. The Broker Warrants have a term of 60 months
from the date of admission of the First Issue Shares to trading on AIM and are
being issued subject to the Company obtaining approval to increase its
authority to issue further shares.

 

Application for Admission

 

The First Issue Shares have been issued utilising the Company's existing share
authorities. Application has been made for the First Issue Shares to be
admitted to trading on AIM ("Admission") and it is expected that Admission
will take place and that trading will commence on AIM at 8.00 a.m. on or
around 4 April 2025. Once issued, the First Issue Shares will rank pari passu
with the Company's existing Ordinary Shares.

 

Notice of General Meeting

 

In order to issue the Second Issue Shares, and to have sufficient authority
for the Fundraising Warrants and Broker Warrants, the Company is preparing a
Notice of General Meeting (the "Notice") to seek authority to issue up to
962,500,000 new Ordinary Shares and disapply pre-emption rights for the same
such number. The General Meeting is expected to take place on 22 April 2025
and a further announcement will be made when the Notice has been sent to
shareholders.

 

Total Voting Rights

 

Following Admission of the First Issue Shares, the enlarged issued share
capital of the Company will comprise 537,560,699 Ordinary Shares. The Company
does not hold any Ordinary Shares in treasury. Consequently, 537,560,699 is
the figure which may be used by shareholders as the denominator for the
calculation by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure and Transparency Rules.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 which has been incorporated into UK law by the European
Union (Withdrawal) Act 2018.  Upon the publication of this announcement via
Regulatory Information Service, this inside information is now considered to
be in the public domain.

 

For more information please contact:

 

 N4 Pharma plc

 Nigel Theobald, CEO                                          Via N4 Pharma Investor Hub

 Luke Cairns, Executive Director

 Engage with us directly at N4 Pharma Investor Hub            Sign up at investors.n4pharma.com (https://investors.n4pharma.com/)

 To find out more, visit                                      https://investors.n4pharma.com/link/weY9Ye
                                                              (https://investors.n4pharma.com/link/weY9Ye)
 SP Angel Corporate Finance LLP                               Tel: +44 (0)20 3470 0470

 Nominated Adviser and Joint Broker

 Matthew Johnson/Jen Clarke (Corporate Finance)

 Vadim Alexandre/Abigail Wayne/Rob Rees (Corporate Broking)
 Turner Pope Investments (TPI) Limited                        Tel: +44 (0)20 3657 0050

 Joint Broker

 Andy Thacker

 James Pope
 Northstar Communications Limited                             Tel: +44 (0)113 730 3896

 Investor Relations

 Sarah Hollins

 

About N4 Pharma

N4 Pharma is a pre-clinical biotech company developing Nuvec®, its
proprietary gene delivery system, to enable advanced therapies for cancer and
other diseases.

 

RNA therapeutics are set to impact the treatment of a wide range of diseases
and Nuvec® has several key advantages for RNA gene delivery including the
ability to deliver multiple RNA therapies in a single particle, ease of
manufacturing, protection of the RNA payload to allow for oral delivery, no
unwanted immune response and excellent stability and storage.

 

N4 Pharma is building out its preclinical data set, and working towards
first-in-human clinical data, to support significant licensing deals for its
Nuvec® platform with gene therapy partners.

 

N4 Pharma's lead programme, N4 101, is an oral anti-inflammatory product for
IBD which serves as a proof-of-concept programme showcasing all the benefits
of the Nuvec® platform.

 

For further information on the Company visit www.n4pharma.com
(http://www.n4pharma.com) or sign up at
https://investors.n4pharma.com/auth/signup
(https://investors.n4pharma.com/auth/signup) .

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Alastair Smith

 2    Reason for the notification
 a)   Position/status                                              Non Executive Director

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         N4 Pharma plc

 b)   LEI                                                          213800I841D2RKMFK955

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Acquisition of Ordinary Shares of 0.4p each

      Identification code

                                                                   Identification code (ISIN) for N4 Pharma plc ordinary shares: GB00BYW8QM32

 b)   Nature of the transaction                                    Participation in Fundraising - First Issue Shares only

 c)   Price(s) and volume(s)                                        Price(s)   Volume(s)
                                                                   0.4 pence   815,888

 
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      31 March 2025
 f)   Place of the transaction                                     London Stock Exchange, AIM

 

d)

Aggregated information

- Aggregated volume

- Price

 

n/a

e)

Date of the transaction

31 March 2025

f)

Place of the transaction

London Stock Exchange, AIM

 

 

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  IOEGZGGDKMVGKZM