REG - Oxford BioDynamics - Fundraising, Posting of Circular & Notice of GM

Oxford BiodynamicsAnnouncement

22/10/2025 07:00

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RNS Number : 3665E  Oxford BioDynamics PLC  22 October 2025

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OXFORD BIODYNAMICS PLC

Placing and Subscriptions to raise £7,000,000

Posting of Circular to Shareholders

and

Notice of General Meeting

Oxford, UK - 22 October 2025 - Oxford BioDynamics Plc (AIM: OBD), a precision
clinical diagnostics company bringing specific and sensitive tests to the
practice of medicine based on its EpiSwitch® 3D genomics platform, announces
that it has conditionally raised in aggregate £7 million (before fees and
expenses) pursuant to a placing of 2,301,666,661 new Ordinary Shares of
£0.001 each (the "Placing Shares") with new and existing institutional and
other investors (the "Placing") and through direct subscriptions for
31,666,665 new Ordinary Shares of £0.001 each (the "Subscription Shares" and,
together with the Placing Shares, the "New Ordinary Shares") (the
"Subscriptions"). The Placing and the Subscriptions (together the
"Fundraising") are being carried out at an issue price of £0.003 per Ordinary
Share of £0.001 each (the "Issue Price").

 

The Fundraising is conditional upon, amongst other things, the approval by
Shareholders of resolutions to be proposed at a general meeting of the Company
which will take place at 10.00 a.m. on 7 November 2025 (the "General Meeting")
to approve the issue of the New Ordinary Shares on a non pre-emptive basis
(the "Resolutions"), the admission of the New Ordinary Shares to trading on
AIM and the Placing Agreement not having been terminated. The Resolutions must
be passed by Shareholders at the General Meeting in order for the Fundraising
to proceed. The Fundraising has not been underwritten. A circular (the
"Circular") containing details of the Fundraising and the notice of the
General Meeting is expected to be posted to Shareholders today and will
include instructions on how to vote at the General Meeting. A copy of the
Circular will be available on the Company's website later today.

 

Key features of the Fundraising

 

·     The Fundraising will provide working capital to support the
Company's ongoing operation as sales revenues from test sales increase and
whilst the Company seeks additional business development and non dilutive
funding opportunities through out-licensing and/or distribution agreements.

·     The Issue Price of £0.003 per New Ordinary Share represents a
discount of 40% to the closing mid-market price on 21 October 2025 of £0.005
per existing Ordinary Share, being the latest practicable date prior to the
announcement of the Fundraising.

·    The New Ordinary Shares will represent approximately 54.4 per cent.
of the Company's issued Ordinary Share capital as enlarged by the New Ordinary
Shares ("Enlarged Ordinary Share Capital") and will be issued fully paid and
ranking pari passu in all respects with the existing Ordinary Shares in issue.

 

If the conditions relating to the issue of the Placing Shares are not
satisfied or the Placing Agreement is terminated in accordance with its terms,
the Placing Shares will not be issued and the Company will not receive the
associated placing monies. In this scenario, the Subscriptions would similarly
not proceed. If the Resolutions to approve the Fundraising were not to be
passed, then the Company would be required to seek alternative funding
arrangements in order to meet its short-term working capital requirements.

 

Iain Ross, Executive Chairman of Oxford BioDynamics Plc, said:

 

"I want to thank our existing shareholders for their continued support and
also to welcome some new holders to our register. Whilst our PSE Test sales
continue to grow month on month, our new partnership with Google Cloud is
progressing and third party partnership discussions are ongoing, these funds
will help us to execute our plans to create increasing value for our
shareholders."

 

Extracts from the Circular

 

Letter from the Executive Chairman

Background to and reasons for the Fundraising

Over the last few years the Company's goal has been to advance personalised
healthcare by bringing specific and sensitive tests to the practice of
medicine based on its EpiSwitch® 3D genomics platform. However by December
2024 it became clear that the strategy being employed was not financially
viable.

As a consequence, when I joined the Board of Directors as Executive Chairman
following the successful completion of a fundraising, which I led in January
2025, the Company announced the intention to focus more on establishing
partnerships and collaborations, across all geographies and all aspects of the
Company's activities including its clinical and pipeline tests and its
EpiSwitch® 3D genomics platform. I also set out our plan to further validate
and monetise the EpiSwitch® platform itself as a way of cost‑effectively
securing commercial and financial success.

Since late January 2025 there has been significant progress across several
revenue and cost initiatives:

·      By focusing direct sales and marketing efforts predominantly on
the EpiSwitch® Prostate Screening ("PSE") Test; targeting geographic regions
in the US with specific key opinion leader (KOL) engagement and by engaging
with some additional "commission‑only" sales personnel, monthly orders of
the PSE Test have grown over the last year from fewer than 100 tests in
September 2024 to 215 tests in September 2025. Record sales of tests have been
reported every month since June 2025 with the potential for significant
increases in orders as new US clinics and healthcare groups are onboarded.

·      Direct sales efforts on the EpiSwitch® CiRT (Checkpoint
Inhibitor Response Test) for cancer have been restricted in order to save
costs whilst the team focuses on establishing CiRT's inclusion in the US
National Comprehensive Cancer Network (NCCN) clinical guidelines (application
expected in early 2026). Interim results from the FDA‑registered PROWES
trial published in September 2025 strongly support CiRT's clinical utility,
with CiRT having influenced real‑world treatment choices in 61% of the cases
reported, a high value for utility studies of molecular tests in oncology.
However, 'guideline inclusion' will be key to wider adoption of CiRT by
oncologists.

·    The recently announced partnership with Google Cloud has allowed the
Company to migrate the EpiSwitch® Platform and KnowledgeBase onto the cloud.
By year‑end, it is expected the first users from academia and industry will
be able both to analyse their own data and to access the Company's proprietary
3D genomics database and a suite of tools in the new site, on a
subscription/licensing basis.

·     The Company's profile has been raised with several publications
advocating the use of the PSE and CiRT tests. In addition, the Company
continues to look to partner/license its tests from its development pipeline
for other indications, including EpiSwitch® NST for colorectal/bowel cancer,
EpiSwitch® SCB for canine cancer and the recently announced EpiSwitch test
for the diagnosis of Myalgic Encephalomyelitis/Chronic Fatigue Syndrome
(ME/CFS).

·    Third‑party partnering/collaboration discussions on the individual
tests and platform have been initiated and are ongoing with several large
pharma, biotech and diagnostic companies with a view to licensing and/or
distribution deals being secured over the next 12 months, potentially
generating significant non‑dilutive funding.

·   Whilst the Company needs to maintain a cost base consistent with the
integrity of running clinically validated tests from regulated compliant labs
in the UK and US, through judicious management there has been a reduction in
headcount (of 14%) and some costs. In addition, process improvement work has
recently been undertaken which is expected to reduce the cost of goods for our
clinical tests and significantly improve throughput, which will be key in
partnership/licensing discussions.

In the announcement of our interim results on 30 June 2025, the Board
highlighted that in the absence of a significant third‑party non‑dilutive
funding transaction, additional funding would be required in the final quarter
of the 2025 calendar year. The reality is that whilst progress has been made
across the business and third‑party discussions are ongoing, a transaction
securing significant non‑dilutive funding is yet to be secured. If the
Resolutions to approve the Fundraising were not to be passed, then the Company
would be required urgently to seek alternative funding arrangements in order
to continue to operate or, if not forthcoming, seek a sale or an orderly wind
up of the business.

The Directors believe that with the accelerated growth in PSE test sales, the
continued development of the EpiSwitch KnowledgeBase through the partnership
with Google Cloud and the status of the ongoing third‑party
partnership/collaboration discussions, the business warrants further
investment to achieve the following goals:

·      To focus on growing sales of EpiSwitch PSE (targeting 500
tests/month within 12 months).

·      To out‑license or partner a test (CiRT, NST and CFS
representing the most likely candidates for outlicensing).

·      To sign a distribution deal/partnership on the PSE test, securing
an upfront fee, ongoing milestone payments and royalties on sales.

·      To establish EpiSwitch CiRT in NCCN Guidelines and thereafter to
seek partners for the test.

·     To build on the agreement with Google Cloud to directly monetise the
Company's EpiSwitch 3D Genomics platform and knowledgebase.

·     To contract and deliver projects for pharma and other customers
through sustained direct business development initiatives and/or via leads
arising from the use of the platform and knowledgebase.

Information on Oxford BioDynamics Plc

Introduction

The Company is a biotechnology company advancing personalised healthcare by
developing and commercialising precision medicine tests for life‑changing
diseases. The Company is headquartered in Oxford, UK, where it has its main
research laboratory and product development facility and a clinical laboratory
compliant with the requirements of ISO 15189:2012 (Medical Laboratories). In
the US, the Company has a commercial team and a CLIA‑registered clinical
laboratory in Frederick, MD. It has a reference laboratory in Penang,
Malaysia. The Company's Ordinary Shares are admitted to trading on AIM.

Founded in 2007 as a spin‑out from the University of Oxford, the Company is
expert in the field of 3D genomics, with over 18 years' work invested into
developing its proprietary automated fast turn‑around blood testing
technology platform, EpiSwitch®.

The Company's commercial clinical products are the EpiSwitch® PSE (Prostate
Screening test) and EpiSwitch® CiRT (Checkpoint Inhibitor Response Test)
blood tests. PSE is a blood test that boosts the predictive accuracy of a PSA
test from 55% to 94% when testing the presence or absence of prostate cancer,
launched in the US and UK in September 2023. CiRT is a predictive immune
response profile for immuno‑oncology (IO) checkpoint inhibitor treatments,
launched in February 2022.

It also has a development pipeline of tests for other indications, including
EpiSwitch® NST (for colorectal/bowel cancer), EpiSwitch® SCB (for canine
cancer) and, recently announced, a first‑in‑class diagnostic blood test
for Chronic Fatigue Syndrome (CFS), also known as Myalgic Encephalomyelitis
(ME).

In March 2021, the Company launched its first commercial prognostic test,
EpiSwitch® CST (Covid Severity Test) and the first commercially‑available
microarray kit for high‑resolution 3D genome profiling and biomarker
discovery, EpiSwitch® Explorer Array Kit, which is available for purchase by
the life science research community.

In August 2021 and May 2023, the Company was granted two Partnership for
Accelerating Cancer Therapies ("PACT") Awards. The prestigious awards came
from PACT, a five‑year public‑private research collaboration totalling
$220 million between the National Institutes of Health (NIH), the US Food and
Drug Administration (FDA) and 12 leading pharmaceutical companies, managed by
the Foundation for the National Institutes of Health ("FNIH").

The Company is one of 26 participants in the EU‑funded HIPPOCRATES (Health
initiatives in psoriasis and psoriatic arthritis consortium European states)
consortium. The consortium was awarded a total of €21 million over five
years in July 2021 to promote early identification and improved outcomes in
psoriatic arthritis (PsA).

Each of the Company's on‑market products and development pipeline assets is
based on its proprietary 3D genomic biomarker platform, EpiSwitch®, which can
build molecular diagnostic classifiers for the prediction of response to
therapy, patient prognosis, disease diagnosis and subtyping, and residual
disease monitoring in a wide range of indications.

EpiSwitch® is an award‑winning, proprietary platform that enables
screening, evaluation, validation and monitoring of 3D genomic biomarkers. The
technology is fully developed, protected by a broad intellectual property
portfolio comprising 23 patent families (with more than 150 individual patents
granted) as well as extensive proprietary know‑how, and is reduced to
practice.

The Company has created bioinformatic tools for 3D genomics and an expertly
curated 3D genome knowledgebase comprising over 1.5 billion data points, from
over 15,000 samples, in more than 40 human diseases. These tools and data will
shortly be made available to researchers online, a development made possible
by the Company's collaboration with Google Cloud announced in August 2025.

The Company has participated in more than 40 projects with large
pharmaceutical companies and leading institutions including, among others,
Pfizer, EMD Serono, Genentech, Roche, Biogen, Mayo Clinic, Massachusetts
General Hospital and Mitsubishi Tanabe Pharma America. The Group's pharma
partnerships have demonstrated its ability to reduce its technology to
practice for clinical applications.

In the US, the Company is represented by its Chief Scientific Officer, Dr
Alexandre Akoulitchev, on four Foundation for the National Institutes of
Health ("FNIH") Biomarker Steering Committees, in oncology, immunology and
inflammation, neuroscience and metabolics.

The 3D configuration of the genome plays a crucial role in gene regulation. By
mapping this architecture and identifying abnormal configurations, EpiSwitch®
can be used to diagnose patients or determine how individuals might respond to
a disease or treatment.

For more information on the Group's EpiSwitch® platform, view the video "What
is EpiSwitch® Technology?" at http://obdx.co/what‑is‑episwitch.

Current Trading and Prospects

Since January 2025, the Company has refocused on: continuing to grow the sales
of its marketed PSE & CiRT tests; immediately seeking third party
validation through partnerships, collaborations and licensing deals within the
diagnostic/pharmaceutical sector; and as necessary restructuring the business
to maintain a realistic cost base for a company of OBD's size.

In the financial year to 30 September 2025, sales of the Company's EpiSwitch®
PSE test have increased steadily, more than double the sales of the previous
financial year and successive record monthly sales in every month from June to
September 2025. Since launch in September 2023, over 2,650 PSE tests have been
sold.

PSE benefits from a unique CPT‑PLA‡ code (0433U), enabling reimbursement
by US insurers. Reimbursement for the test is regularly received from many US
insurers including Medicare, Humana, United Healthcare and Aetna.

Sales of EpiSwitch® CiRT tests were at a similar level to the previous
financial year, with almost 1,900 tests now sold since the test's launch in
2022. CiRT is also regularly reimbursed by several US insurers under a unique
CPT‑PLA‡ code (0332U). CiRT benefits patients, oncologists, and payers
alike. The main opportunities for growth in orders and revenue from the test
rely on the prospect of its inclusion in clinical guidelines such as those of
the NCCN, which the Company is in the process of pursuing.

As noted under the heading 'Background to and reasons for the Fundraising'
above, the Company has identified several potential sources of future
revenues, namely through the monetisation of the Company's platform and
knowledgebase, (made possible through its partnership with Google Cloud); and
through distribution, co‑development or outlicensing agreements for any of
its on‑market or pipeline tests. The Company is engaged in discussions with
several third parties.

The Company has sought where possible to reduce its cost base whilst
preserving the integrity of its clinical and R&D operations. Headcount
reductions and other cost savings during 2025 have helped to preserve cash
resources for as long as possible. The Company will continue to seek to
rationalise its cost base further, without unduly affecting its ability to
offer clinical tests or to serve its pharma, biotech or academic customers.

Working Capital

The Directors are of the opinion, having made due and careful enquiry, that,
taking into account the net proceeds of the Fundraising and the revenue and
other operating income that the Company expects to generate over the period
through tests sales and potential partnerships, collaborations or licensing
deals, the working capital available to the Company is sufficient for its
requirements for the next twelve months.

Details of the Fundraising

Placing

The Company today announced that it has conditionally placed with new and
existing institutional and other investors 2,301,666,661 Placing Shares in
aggregate at the Issue Price of £0.003 per Placing Share to raise gross
proceeds of £6,905,000 (before fees and expenses). The Placing Shares, when
issued, will represent approximately 53.64% of the Enlarged Ordinary Share
Capital immediately following General Admission.

The Board believes that raising equity finance using the flexibility provided
by a non‑pre‑emptive placing is the most appropriate and optimal structure
for the Company at this time. This allows certain existing institutional
holders and new institutional investors the opportunity to participate in the
Placing.

The General Placing (which is not being underwritten) is conditional, amongst
other things, upon: (a) the Resolutions set out in the Notice of General
Meeting being approved by Shareholders; (b) the VCT/EIS Placing Shares being
unconditionally allotted and issued to Placees and the VCT/EIS Admission
having taken place; (c) the Company having complied with its obligations under
the Placing Agreement to the extent the same fall to be performed prior to
General Admission; and (d) General Admission in respect of the General Placing
Shares becoming effective on or before 8.00 a.m. on 11 November 2025 or such
later date as the Company and OAK Securities may agree (being no later than
8.00 a.m. on 28 November 2025). The Placing Shares are not subject to
clawback.

The VCT/EIS Placing is conditional, amongst other things, upon: (a) the
passing of the Resolutions at the General Meeting; and (b) the VCT/EIS
Admission occurring on or before 8.00 a.m. on 10 November 2025 (or such later
date as OAK Securities and the Company may agree, not being later than 28
November 2025).

Shareholders should note that it is possible that VCT/EIS Admission occurs but
General Admission does not occur. General Admission is conditional on VCT/EIS
Admission having occurred. If VCT/EIS Admission and General Admission do not
occur, then the Company will not receive the relevant net proceeds in respect
of VCT/EIS Admission and General Admission, and the Company may not be able to
finance the activities referred to in the Circular.

The Company has been advised that the VCT/EIS Placing Shares will rank as a
qualifying holding for the purposes of investment by VCTs. However, no
assurance has been obtained from HMRC or any other person that a subscription
for VCT/EIS Placing Shares is a 'qualifying holding' for the purpose of
investment by VCTs.

The Company has been advised that the VCT/EIS Placing Shares will constitute
'eligible shares' and that the Company will be regarded as a 'qualifying
company' for the purposes of the EIS rules. However, no assurance has been
obtained from HMRC or any other person that a subscription for VCT/EIS Placing
Shares will meet the requirements for EIS Relief.

None of the Directors nor the Company give any representation, warranty or
undertaking that any VCT investment in the Company is a qualifying holding, or
that a subscription for VCT/EIS Placing Shares will meet the requirements for
EIS Relief, or that VCT or EIS qualifying status or eligibility will not be
withdrawn, nor do they warrant or undertake that the Company will conduct its
activities in a way that qualifies for or preserves its status or the status
of any investment in Ordinary Shares. Investors considering taking advantage
of any of the reliefs available to VCTs or EIS Relief should seek their own
professional advice in order that they may fully understand how the rules
apply in their individual circumstances and what they are required to do in
order to claim any reliefs (if available). The rules governing VCT and EIS
reliefs are complex. Any prospective investors who are considering investing
in VCT/EIS Placing Shares in order to obtain VCT or EIS reliefs are
recommended to take independent tax advice from a professional tax adviser.

Subject to, inter alia, the passing of the Resolutions, application will be
made for the VCT/EIS Placing Shares, the General Placing Shares and the
Subscription Shares to be admitted to trading on AIM. VCT/EIS Admission is
expected to occur and dealings are expected to commence in the VCT/EIS Placing
Shares on AIM at 8.00 a.m. on 10 November 2025. General Admission is expected
to occur and dealings are expected to commence on AIM in the General Placing
Shares and the Subscription Shares at 8.00 a.m. on 11 November 2025.
Shareholders and potential investors should be aware of the possibility that
VCT/EIS Admission may occur but General Admission may not occur.

Subscriptions

The Subscription Shares are being subscribed for directly by the Subscribers
at the Issue Price. The Subscriptions remain conditional, among other things,
upon (a) the Resolutions as set out in the Notice of General Meeting being
approved by Shareholders and (b) General Admission becoming effective by no
later than 8.00 a.m. on 11 November 2025 (or such later date as the
Subscribers and the Company may agree, not being later than 28 November 2025).
The Subscriptions are not being underwritten, and the Subscription Shares are
not subject to clawback.

The Subscription Shares, which are expected to raise gross proceeds of
£95,000 (before fees and expenses) at the Issue Price, when issued, will
represent approximately 0.74% of the Enlarged Ordinary Share Capital
immediately following General Admission.

Application will be made for the Subscription Shares to be admitted to trading
on AIM. It is expected that the Subscription Shares will be admitted to
trading on AIM and that dealings will commence in the Subscription Shares on
AIM at 8.00 a.m. on 11 November 2025.

Placing Agreement

Pursuant to the terms of the Placing Agreement, OAK Securities has
conditionally agreed to use its reasonable endeavours, as agent for the
Company, to procure subscribers for the Placing Shares at the Issue Price. The
Placing Agreement contains customary warranties from the Company in favour of
OAK Securities in relation to, amongst other things, the accuracy of the
information in the Circular and other matters relating to the Group and its
business. In addition, the Company has agreed to indemnify OAK Securities in
relation to certain liabilities it may incur in respect of the Fundraising.

OAK Securities has the right to terminate the Placing Agreement in certain
circumstances prior to VCT/EIS Admission or General Admission, in particular,
in the event of a material breach of the warranties given in the Placing
Agreement, breach by the Company of any of its material obligations under the
Placing Agreement, the occurrence of a force majeure event or a material
adverse change affecting, amongst other things, the Placing or dealings in the
New Ordinary Shares in the secondary market.

Settlement and dealings

Applications will be made to the London Stock Exchange for the VCT/EIS Placing
Shares, the General Placing Shares and the Subscription Shares to be admitted
to trading on AIM. It is expected that VCT/EIS Admission will become effective
and dealings in the VCT/EIS Placing Shares will commence on AIM at 8.00 a.m.
on 10 November 2025 and that General Admission will become effective and
dealings in the General Placing Shares and the Subscription Shares will
commence on AIM at 8.00 a.m. on 11 November 2025, subject to the passing of
the Resolutions at the General Meeting.

The Placing Shares and the Subscription Shares will, on the relevant
Admission, rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid after the date of the relevant Admission.

Use of proceeds

The Company plans to use the net proceeds from the Fundraising predominantly
as working capital alongside a non‑dilutive deal (out‑license or
distribution agreement), to support its ongoing operation as sales revenues
(particularly from PSE) increase. In addition, the Company plans to:

·   Secure additional business development resource to enable more
effective outreach to pharmaceutical companies and to support the building of
the platform business.

·      Recruit additional resource to augment the Company's data team,
supporting the online platform.

·   Augment clinical operations as test volumes increase and, post‑NCCN
Guideline inclusion, add additional resource to support EpiSwitch CiRT
specialist sales.

·      Increase marketing and PR efforts behind the promotion of the
EpiSwitch PSE and EpiSwitch CiRT tests.

·      Fund a pilot study in the NHS to support the wider adoption of
the EpiSwitch PSE test in the UK.

The Company expects to publish preliminary results for the year ended 30
September 2025 in December 2025, following the completion of its financial
audit.

Related party Transactions

Through the Vulpes Life Sciences Fund and Vulpes Testudo Fund, Vulpes
Investment Management (which is controlled by Non‑Executive Director Stephen
Diggle) has an existing interest over 251,876,178 Ordinary Shares in the
Company, representing 12.9% of the Company's issued share capital as at the
date of this announcement. Vulpes Investment Management has agreed to
subscribe for 366,666,666 Ordinary Shares in the Placing, bringing their
aggregate holding to 618,542,844 Ordinary Shares, representing 14.4% of the
Enlarged Ordinary Share Capital. Accordingly, the transaction between the
Company and Vulpes Investment Management is a 'related party' transaction
pursuant to Rule 13 of the AIM Rules (the "Vulpes Transaction").

The Director of the Company who is not participating in the Fundraising (being
Dr David Holbrook), having consulted with the Company's nominated adviser,
Shore Capital, considers the terms of the Vulpes Transaction to be fair and
reasonable insofar as Shareholders are concerned.

Dr Alexandre Akoulitchev, a director, who holds 7,562,296 Existing Ordinary
Shares, representing 0.4% of the Existing Ordinary Shares, has agreed to
subscribe for 6,666,666 Subscription Shares. Following General Admission,
Alexandre Akoulitchev will hold 14,228,962 Ordinary Shares, representing 0.33%
of the Enlarged Ordinary Share Capital.

Thomas Guiel, a PDMR, who holds 1,288,146 Existing Ordinary Shares,
representing 0.07% of the Existing Ordinary Shares, has agreed to subscribe
for 5,000,000 Subscription Shares. Following General Admission, Thomas Guiel
will hold 6,288,146 Ordinary Shares, representing 0.15% of the Enlarged
Ordinary Share Capital.

Peter Presland, a director, who holds 3,398,553 Existing Ordinary Shares,
representing 0.2% of the Existing Ordinary Shares, has agreed to subscribe for
3,333,333 Subscription Shares. Following General Admission, Peter Presland
will hold 6,731,886 Ordinary Shares, representing 0.16% of the Enlarged
Ordinary Share Capital.

Iain Ross, a director, who holds 10,000,000 Ordinary Shares, representing 0.5%
of the Existing Ordinary Shares, has agreed to subscribe for 13,333,333
Subscription Shares. Following General Admission, Iain Ross will hold
23,333,333 Ordinary Shares, representing 0.54% of the Enlarged Ordinary Share
Capital.

Paul Stockdale, a director, who holds 3,077,919 Existing Ordinary Shares,
representing 0.2% of the Existing Ordinary Shares, has agreed to subscribe for
3,333,333 Subscription Shares. Following General Admission, Paul Stockdale
will hold 6,411,252 Ordinary Shares, representing 0.15% of the Enlarged
Ordinary Share Capital.

The participation of the Directors and the PDMR in the Fundraising is a
'related party' transaction pursuant to Rule 13 of the AIM Rules. The Director
of the Company who is not participating in the Fundraising (being Dr David
Holbrook), having consulted with the Company's nominated adviser, Shore
Capital, considers the terms of each Director or PDMR subscription transaction
described above to be fair and reasonable insofar as Shareholders are
concerned.

Posting of Shareholder Circular and Notice of General Meeting

The Company's existing shareholder authorities granted at the 2025 AGM do not
give Directors the authority necessary to allot the New Ordinary Shares.
Accordingly, the Board is seeking the approval of Shareholders to provide the
authority to allot New Ordinary Shares in respect of the Placing and the
Subscriptions. The Circular containing details of the Fundraising and the
notice of the General Meeting is expected to be posted to Shareholders today
and will include instructions on how to vote at the General Meeting to be held
at 3140 Rowan Place, John Smith Drive, Oxford Business Park South, Oxford, OX4
2WB at 10.00 a.m. on 7 November 2025, at which the Resolutions will be
proposed as an ordinary and a special resolution as set out below. The
Resolutions to be passed at the General Meeting are as follows:

1. Resolution 1 (Authority to allot shares), which will be proposed as an
ordinary resolution, is to authorise the Directors to allot the New Ordinary
Shares.

2. Resolution 2 (Disapplication of pre‑emption rights), which will be
proposed as a special resolution and which is conditional upon the passing of
Resolution 1, grants authority to the Directors to disapply pre‑emption
rights granted to Shareholders pursuant to the Act, in respect of the
allotment of the New Ordinary Shares.

The authorities conferred by the resolutions are in addition to the existing
authorities conferred on the Directors by Shareholders at the 2025 AGM, which
are due to expire at the conclusion of the annual general meeting of the
Company to be held in 2026.

An ordinary resolution requires the approval of a simple majority of
Shareholders who vote at the General Meeting and a special resolution requires
the approval of at least 75% of Shareholders who vote at the General Meeting,
in order to be passed.

Recommendation

The Directors consider the Fundraising to be in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend Shareholders to vote in favour of the Resolutions to be
proposed at the General Meeting as those Directors who hold Ordinary Shares
will do in respect of their beneficial holdings amounting, in aggregate, to
279,074,910 Ordinary Shares as at 21 October 2025 (being the last practicable
date prior to the publication of this announcement), representing 14.3% of the
Existing Ordinary Shares.

The Fundraising is conditional, amongst other things, upon the passing of the
Resolutions at the General Meeting. Shareholders should be aware that, if the
Resolutions are not passed at the General Meeting, then the Fundraising will
not proceed.

 

For more information:

 Oxford BioDynamics PLC                           +44 (0)1865 518910
 Iain Ross, Executive Chairman

Paul Stockdale, CFO
 OAK Securities - Sole Broker to the Fundraise    +44 (0)20 3973 3678

 Matthew Clarke / Tim Dainton / Calvin Man
 Shore Capital - Nominated Adviser                +44 (0)20 7408 4090
 Stephane Auton / Lucy Bowden
 Camarco - Financial PR                           +44 (0)20 3757 4980

 Marc Cohen / Tilly Butcher / Fergus Young        OBDFinancial@camarco.co.uk (mailto:OBDFinancial@camarco.co.uk)

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                               2025
 Publication of the Circular                                                   22 October
 Latest time and date for receipt of Forms of Proxy                            10.00 a.m. on 5 November
 General Meeting                                                               10.00 a.m. on 7 November
 Announcement of results of General Meeting                                    7 November
 VCT/EIS Admission and commencement of dealings in the VCT/EIS Placing Shares  8.00 a.m. on 10 November
 on AIM
 Crediting of the VCT/EIS Placing Shares in uncertificated form to CREST       10 November
 accounts
 General Admission and commencement of dealings in the General Placing Shares  8.00 a.m. on 11 November
 and the Subscription Shares on AIM
 Crediting of the General Placing Shares and the Subscription Shares in        11 November
 uncertificated form to CREST accounts
 Despatch of share certificates in respect of the VCT/EIS Placing Shares, the  within 10 business days of General Admission
 General Placing Shares and the Subscription Shares

Notes:

1.                    All references to times are to London
time.

2.               The dates and times set out in the above timetable and
in the rest of this Announcement are indicative and are subject to change. If
any such dates and times should change, the revised times and/or dates will be
notified by announcement via RNS.

3.                All events in the above timetable scheduled to take
place after the General Meeting are conditional on the approval by the
Shareholders of the Resolutions.

 

DEFINITIONS

The following definitions apply throughout this announcement, unless the
context otherwise requires or unless specifically provided otherwise:

 "2025 AGM"                         the annual general meeting of the Company held on 28 March 2025
 "Admission"                        VCT/EIS Admission in the context of the VCT/EIS Placing Shares and General
                                    Admission in the context of the General Placing Shares and the Subscription
                                    Shares
 "AIM"                              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 (as
                                    amended from time to time)
 "Company"                          Oxford BioDynamics PLC, a company incorporated and registered in England and
                                    Wales with registered number 06227084
 "CREST"                            the relevant system (as defined in the CREST Regulations) in respect of which
                                    Euroclear is the operator (as defined in those regulations), which facilitates
                                    the transfer of title to shares in uncertificated form
 "CREST Member"                     a person who has been admitted to Euroclear as a system‑member (as defined
                                    in the CREST Regulations)
 "CREST Regulations"                the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
                                    amended from time to time)
 "Directors" or "Board"             the directors of the Company whose names are set out on page 11 of the
                                    Circular or any duly authorised committee thereof
 "EIS"                              the Enterprise Investment Scheme under part 5 of the Income Tax Act 2007 (as
                                    amended)
 "EIS Relief"                       the relief claimed by any holder of the VCT/EIS Placing Shares under Part 5 of
                                    the ITA 2007 or exemption or relief available under sections 150A, 150C and
                                    Schedule 5B Taxation of Chargeable Gains Act 1992
 "Enlarged Ordinary Share Capital"  the total number of Ordinary Shares in issue immediately following General
                                    Admission (including the New Ordinary Shares)
 "Euroclear"                        Euroclear UK & International Limited, the operator of CREST
 "Existing Ordinary Shares"         the Ordinary Shares in issue at the date of this announcement
 "FCA"                              the UK Financial Conduct Authority
 "Fundraising"                      the Placing and the Subscriptions
 "General Admission"                admission of the General Placing Shares and the Subscription Shares to trading
                                    on AIM becoming effective in accordance with Rule 6 of the AIM Rules
 "General Meeting"                  the general meeting of the Company to be held at 3140 Rowan Place, John Smith
                                    Drive, Oxford Business Park South, Oxford, OX4 2WB, UK on 7 November 2025 at
                                    10.00 a.m. or following any adjournment or postponement thereof
 "General Placing"                  the conditional placing of the General Placing Shares to Placees
 "General Placing Shares"           new Ordinary Shares to be issued, conditional on General Admission, under the
                                    General Placing
 "Group"                            the Company and its subsidiaries (as defined in the Act) as at the date of
                                    this announcement
 "HMRC"                             His Majesty's Revenue and Customs
 "Issue Price"                      £0.003 per New Ordinary Share
 "ITA 2007"                         the Income Tax Act 2007
 "London Stock Exchange"            London Stock Exchange plc
 "New Ordinary Shares"              together, the Placing Shares and the Subscription Shares
 "Notice of General Meeting"        the notice convening the General Meeting, which is set out at the end of the
                                    Circular
 "OAK Securities"                   OAK Securities, the trading name of Merlin Partners LLP, a firm incorporated
                                    in the United Kingdom and regulated by the FCA
 "Ordinary Shares"                  ordinary shares of £0.001 each in the capital of the Company
 "Placee"                           any person who has agreed to subscribe for Placing Shares pursuant to the
                                    Placing
 "Placing"                          the VCT/EIS Placing and the General Placing
 "Placing Agreement"                the agreement dated on or about 22 October 2025 between: (i) OAK Securities;
                                    and (ii) the Company, relating to the Placing, further details of which are
                                    set out in this announcement
 "Placing Shares"                   2,301,666,661 new Ordinary Shares which are to be issued under the Placing
 "Resolutions"                      the resolutions set out in the Notice of General Meeting
 "RNS"                              a regulatory information service operated by the London Stock Exchange as
                                    defined in the AIM Rules
 "Shareholders"                     holders of the Ordinary Shares of the Company from time to time
 "Shore Capital"                    Shore Capital and Corporate Limited, the Company's nominated adviser for the
                                    purposes of the AIM Rules
 "Subscribers"                      those persons who intend to subscribe for Subscription Shares pursuant to the
                                    Subscriptions, comprising Dr Alexandre Akoulitchev, Thomas Guiel, Peter
                                    Presland, Iain Ross and Paul Stockdale
 "Subscriptions"                    the subscriptions for Subscription Shares by Subscribers
 "Subscription Shares"              31,666,665 new Ordinary Shares proposed to be issued to Subscribers pursuant
                                    to the Subscriptions
 "UK"                               the United Kingdom of Great Britain and Northern Ireland
 "uncertificated form"              Ordinary Shares recorded on the share register as being held in uncertificated
                                    form in CREST and title to which, by virtue of the CREST Regulations, may be
                                    transferred within the CREST settlement system
 "VCT"                              a venture capital trust under part 6 of the Income Tax Act 2007
 "VCT/EIS Admission"                admission of the VCT/EIS Placing Shares to trading on AIM becoming effective
                                    in accordance with Rule 6 of the AIM Rule
 "VCT/EIS Placing"                  the conditional placing of the VCT/EIS Placing Shares to Placees
 "VCT/EIS Placing Shares"           new Ordinary Shares to be issued, conditional on VCT/EIS Admission, under the
                                    VCT/EIS Placing
 "Vulpes Investment Management"     Vulpes Investment Management Pte. Ltd

 

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