REG - Nuformix PLC - Publication of Prospectus & Notice of GM

NuformixAnnouncement

16/10/2024 13:45

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RNS Number : 4670I  Nuformix PLC  16 October 2024

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE PROSPECTUS
REGULATION RULES OF THE UK FINANCIAL CONDUCT AUTHORITY ("FCA") AND IS NOT A
PROSPECTUS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD
NOT BE CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF
ANY OFFER TO SUBSCRIBE FOR OR TO ACQUIRE, ANY ORDINARY SHARES IN NUFORMIX PLC
IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. INVESTORS SHOULD NOT
SUBSCRIBE FOR OR PURCHASE ANY ORDINARY SHARES REFERRED TO IN THIS ANNOUNCEMENT
EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS (THE "PROSPECTUS") IN ITS
FINAL FORM, PUBLISHED BY NUFORMIX PLC IN CONNECTION WITH THE PROPOSED
ADMISSION OF THE NEW ORDINARY SHARES TO THE EQUITY SHARES (TRANSITION)
CATEGORY OF LONDON STOCK EXCHANGE PLC'S MAIN MARKET FOR LISTED SECURITIES.

 

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 ("EUWA")) ("UK MAR").

 

16 October 2024

 

Nuformix plc

 

("Nuformix" or the "Company")

 

Publication of Prospectus

 

Notice of General Meeting

 

Nuformix plc (LSE:NFX), a pharmaceutical development company targeting unmet
medical needs in fibrosis and oncology via drug repurposing, announces that,
further to the conditional £300,000 fundraise announced on 20 September 2024
(the "Fundraise"), the Company has today published a prospectus (the
"Prospectus") relating to the proposed issuance of 600,000,000 new ordinary
shares ("New Ordinary Shares") at a price of 0.05 pence per share (the "Issue
Price").

 

The Fundraise and issue of the New Ordinary Shares remains subject to the
fulfilment of the following conditions ("Conditions"): (i) shareholder
approval at a general meeting, further details of which are set out below (the
"General Meeting"); (ii) there being no breach of the obligations under the
placing agreement entered into between CMC Markets UK Plc ("CMC Markets") and
the Company prior to Admission; and (iii) admission of the New Ordinary Shares
to trading on the Main Market of the London Stock Exchange ("Admission")
becoming effective.

 

The General Meeting will be held at 10.00 a.m. on 4 November 2024 at the
offices of Shakespeare Martineau, 6th floor, 60 Gracechurch Street, London,
EC3V 0HR, to consider and approve, among other matters, the allotment of the
New Ordinary Shares and disapplication of pre-emption rights in relation to
the Fundraise and a share capital reorganisation ("Reorganisation") in order
that the nominal value of the ordinary shares following the Reorganisation
will be equal to the Issue Price. Details of the Reorganisation are set out in
the Prospectus. The Directors recommend that shareholders vote in favour of
the resolutions as they intend to do in respect of the 38,000,000 shares
beneficially owned by them in aggregate representing approximately 4.64% of
the issued share capital.

 

An electronic copy of the Prospectus and the Notice of General Meeting are
available for inspection on the Company's website at:
https://nuformix.com/document-center/ (https://nuformix.com/document-center/)

 

The Prospectus will also be available for inspection at the National Storage
Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to the equity shares (transition) category the Financial
Conduct Authority's Official List and to trading on the Main Market of the
London Stock Exchange, assuming the Conditions are met.

 

The Company intends to use the proceeds from the Fundraise to conclude either
a licence or an option agreement on the Company's NXP002 programme with a
partner by the end of March 2025 which would be expected to generate revenue.
It is the Directors' belief that an out-licence deal or option agreement could
be secured by March 2025, however, this cannot be guaranteed.

 

It should be noted the Prospectus states that if no out-licence deal or option
agreement is concluded by the end of March 2025, or the revenue generated by
such deal does not provide sufficient working capital to meet the Company's
strategy for the full 12-month period from the date of this announcement, a
working capital shortfall of £300,000 will arise at that time for the Group's
requirements for the remainder of the 12 months from the date of this
announcement. The shortfall of £300,000 would be required to provide working
capital in line with the Company's strategy to fund corporate and operational
overheads and to fund further studies during the that 12 month period to
secure an out-licensing transaction.

 

In the case that a working capital shortfall exists from the end of March 2025
to fund the Group's requirements for the remainder of the Working Capital
Period, the Company would seek to raise further funds from shareholders and
other investors. There can be no certainty that a further fundraise could be
achieved and in the required timeframe to cover any working capital shortfall
from the end of March 2025. In the event that future funding cannot be secured
when needed, then the Directors will consider all legal avenues open to them
at that time, including the sale of the Company's assets. In the event that
the Company is unable to raise sufficient funds or fund itself, the Company's
ability to operate as a going concern will be put at risk and an
administration would have to be considered, which could provide little or no
value for shareholders.

 

Further announcements will be made in due course, as appropriate.

 

Terms used in this announcement shall, unless the context otherwise requires,
be as defined in the Prospectus published by the Company on 16 October 2024
in relation to the Fundraise.

 

Enquiries:

 

 Nuformix plc
 Dr Dan Gooding, Executive Director  Via IFC Advisory

 CMC Markets
 Douglas Crippen                     +44 (0) 20 3003 8632

 IFC Advisory Limited
 Tim Metcalfe                        +44 (0) 20 3934 6630

 Zach Cohen                          nuformix@investor-focus.co.uk

 

About Nuformix

 

Nuformix is a pharmaceutical development company targeting unmet medical needs
in fibrosis and oncology via drug repurposing. The Company aims to use its
expertise in discovering, developing and patenting novel drug forms, with
improved physical properties, to develop new products in new indications that
are, importantly, differentiated from the original (by way of dosage, delivery
route or presentation), thus creating new and attractive commercial
opportunities. Nuformix has a pipeline of preclinical assets with potential
for significant value and early licensing opportunities.

 

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