REG - Solvonis Therapeutic - Corporate Structure Update and Issue of Options

Solvonis TherapeuticsAnnouncement

31/10/2025 07:00

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RNS Number : 5874F  Solvonis Therapeutics PLC  31 October 2025

31 October 2025
Solvonis Therapeutics plc

("Solvonis" or the "Company")

Corporate Structure Update, Disposal of Non-Core Subsidiary, and Issue of
Options

Solvonis Therapeutics plc (LSE: SVNS), an emerging biopharmaceutical company
developing novel medicines for high-burden central nervous system ("CNS")
disorders, announces the completion of a series of corporate restructuring
actions designed to simplify the Group's structure and align with its research
and development ("R&D")-first strategy. The Company also confirms the
issue of options to the Chief Executive Officer and certain Non-Executive
Directors, together with the settlement of historical liabilities through the
issue of equity.

Corporate Structure Update

·      Irish subsidiary reorganisation.

o  Awakn LS Europe Holdings Ltd has been renamed Solvonis Therapeutics
Ireland Holdings Limited which now serves as the Group's intellectual property
holding company; and

o  Awakn Research and Development Ltd has been renamed Solvonis Therapeutics
Ireland R&D Limited, one of three dedicated R&D subsidiaries.

·      New R&D subsidiaries: The Company has also incorporated
Solvonis Therapeutics UK R&D Ltd (United Kingdom) and Solvonis
Therapeutics US R&D Inc (Delaware, United States). Together with Solvonis
Therapeutics Ireland R&D Limited, these entities form a harmonised R&D
framework spanning the United Kingdom, the European Union, and the United
States.

·      Legacy entity rationalisation: The Company has commenced the
wind-down of Awakn LS Partnerships Ltd (Ireland) and 1233705 B.C. Ltd.
(British Columbia, Canada) with strike-offs to follow as part of the ongoing
simplification programme.

·      Legacy entity disposal: The Company has sold Graft Polymer IP
Limited (United Kingdom) to Meta Medix d.o.o (Slovenia) for nominal cash
consideration of £1. Prior to completion, all material intellectual property
relating to the Company's core activity - including the two US provisional
patent applications announced on 11 July 2024, "Compositions and Methods for
Treating Substance Use Disorders Using Depot Drug Delivery Systems" and
"Compositions and Methods for Treating Mental Health Disorders Using Depot
Drug Delivery Systems" - was transferred from Graft Polymer IP Limited to
Solvonis Therapeutics Ireland Holdings Limited, where it is now held.

Graft Polymer IP Limited retained only residual assets of no ongoing strategic
or commercial value to the Company, and its disposal has no material financial
or operational impact on Solvonis.

These actions complete the post-acquisition integration of the Group and
establish a clear operating structure with consolidated IP ownership and
streamlined R&D execution across the UK, Ireland, and the United States.

Issue of Equity in Lieu of Fees

The Company has also agreed with certain creditors to settle outstanding
liabilities relating to services historically delivered to the Company
amounting to £78,000 through the issue of 26,636,362 new ordinary shares of
£0.0001 each at an issue price of £0.0033 per share. The issue includes
13,939,393 shares being allotted to Professor David Nutt, CSO, as
consideration for previous services rendered. Application will be made for the
new ordinary shares to be admitted to trading on the Main Market of the London
Stock Exchange, with Admission expected to occur on or around Friday 7(th)
November 2025. The new shares will rank pari passu in all respects with the
existing ordinary shares. Following Admission, the Company's issued share
capital will comprise 6,809,403,493 ordinary shares, each carrying one voting
right.

Issue of Options to CEO

At the time of his appointment in May 2024, it was agreed that Chief Executive
Officer Anthony Tennyson would become eligible for the award of options
subject to the successful completion of certain milestones contributing to the
strategic transformation of Solvonis. All such milestones have since been
achieved; however, due to successive closed periods since his appointment, the
formal issuance of these options has only now been completed. Accordingly,
180,000,000 share options have been granted to Mr Tennyson, exercisable over
ordinary shares of £0.001 each at an exercise price of £0.001 per share.

Issue of Options to PDMR's

Non-executive directors Nicholas Nelson and Dr Renata Crome have each been
granted 21 million share options under the Company's existing long term
incentive plan ("LTIP"), exercisable over ordinary shares of £0.001 each in
Solvonis Therapeutics Plc at an exercise price of £0.0034 & £0.00163
respectively per share. The options have a three-year life and vest in three
equal tranches: one-third on grant date, one-third on the first anniversary of
grant date, and one-third on the second anniversary of grant.

Admission and Total Voting Rights

Application will be made for the New Ordinary Shares to be admitted to trading
on the Main Market of the London Stock Exchange and to listing in the FCA's
Official List Equity Shares (transition) category ("Admission"). It is
expected that Admission will become effective at 8.00 a.m. on or around Friday
7(th) November 2025.

Following Admission, the Company's issued ordinary share capital will comprise
6,809,403,493 ordinary shares of £0.001 each. This figure may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

Enquiries:

Solvonis Therapeutics plc

Anthony Tennyson, CEO & Executive Director

anthony@solvonis.com

Singer Capital Markets (Broker)

Phil Davies

+44 (0) 20 7496 3000

About Solvonis Therapeutics plc

Solvonis Therapeutics plc (LSE: SVNS) is an emerging biopharmaceutical company
developing novel small-molecule therapeutics for high-burden central nervous
system (CNS) disorders. Headquartered in London and listed on the main market
of the London Stock Exchange, Solvonis is advancing a differentiated pipeline
of repurposed and novel compounds across addiction, psychiatry, and neurology.

The Company's lead programmes address Alcohol Use Disorder (AUD) and
Post-Traumatic Stress Disorder (PTSD), with additional discovery work
supporting expansion into broader CNS indications. Its lead asset, SVN-001, is
currently in Phase 3 for severe AUD in the UK, while SVN-002 is preparing for
a Phase 2b trial in the US targeting moderate-to-severe AUD. The preclinical
PTSD programme (SVN-SDN-14) leverages novel serotonin-dopamine modulators
designed to enhance pro-social behaviour and long-term outcomes.

In parallel, Solvonis is advancing proprietary CNS discovery programmes built
on a dedicated compound library to identify new small-molecule modulators of
key neurotransmitter systems. This platform enables efficient early-stage
innovation and supports the Company's integrated approach to developing
therapies across its three strategic pillars.

With a capital-efficient model, dual development strategy, and near-term
partnering opportunities, Solvonis is positioned to deliver sustained value
through innovation in CNS therapeutics.

solvonis.com (https://solvonis.com) | LinkedIn
(https://www.linkedin.com/company/solvonis) | X (Twitter)
(https://x.com/Solvonis)

Director/PDMR MAR disclosures

The following notification, made in accordance with the requirements of the UK
Market Abuse Regulation, gives further details.

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

Name              Position
                                                                      Anthony Tennyson  Chief Executive Officer
                                                                      Nicholas Nelson   Non-Executive Director
                                                                      Dr Renata Crome   Non-Executive Director

 

 2     Reason for the notification
 a)    Position/status                                                See above

 b)    Initial notification /Amendment                                Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           Solvonis Therapeutics Plc
 b)    LEI                                                            2138005PH7OJRCRPUD88
 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    Ordinary shares of £0.001 each in Solvonis Therapeutics Plc

       Identification code

                                                                      Identification code (ISIN) for Solvonis Therapeutics Plc ordinary shares:
                                                                      GB00BMD1Z199
 b)    Nature of the transaction                                      1.    Issue of unapproved Share Options

                                                                      2.    Issue of Long Term Incentive Plan ('LTIPs')

                                                                      3.    Issue of Long Term Incentive Plan ('LTIPs')
 c)    Price(s) and volume(s)                                         Name               Price(s)   Volume(s)
                                                                      Anthony Tennyson  £0.001      180,000,000
                                                                      Nicholas Nelson   £0.0034     21,000,000
                                                                      Dr Renata Crome   £0.00163    21,000,000

 
 d)    Aggregated information:                                        N/A

       -      Aggregated volume

       -      Price
 e)    Date of the transaction                                        30 October 2025
 f)    Place of the transaction                                       London Stock Exchange, XLON

 

 

2

Reason for the notification

a)

Position/status

See above

 

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Solvonis Therapeutics Plc

b)

LEI

2138005PH7OJRCRPUD88

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

Identification code

Ordinary shares of £0.001 each in Solvonis Therapeutics Plc

 

Identification code (ISIN) for Solvonis Therapeutics Plc ordinary shares:
GB00BMD1Z199

b)

Nature of the transaction

1.    Issue of unapproved Share Options

2.    Issue of Long Term Incentive Plan ('LTIPs')

3.    Issue of Long Term Incentive Plan ('LTIPs')

c)

Price(s) and volume(s)

 Name               Price(s)   Volume(s)
 Anthony Tennyson  £0.001      180,000,000
 Nicholas Nelson   £0.0034     21,000,000
 Dr Renata Crome   £0.00163    21,000,000

 

d)

Aggregated information:

-      Aggregated volume

-      Price

N/A

e)

Date of the transaction

30 October 2025

f)

Place of the transaction

London Stock Exchange, XLON

 

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

                                                                      Prof. David Nutt

 2     Reason for the notification
 a)    Position/status                                                Chief Scientific Officer
 b)    Initial notification /Amendment                                Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           Solvonis Therapeutics Plc
 b)    LEI                                                            2138005PH7OJRCRPUD88
 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    Ordinary shares of £0.001 each in Solvonis Therapeutics Plc

       Identification code

                                                                      Identification code (ISIN) for Solvonis Therapeutics Plc ordinary shares:
                                                                      GB00BMD1Z199
 b)    Nature of the transaction                                      Issue of Ordinary Shares
 c)    Price(s) and volume(s)                                          Price(s)   Volume(s)
                                                                      £0.0033     13,939,393

 
 d)    Aggregated information:                                        N/A

       -      Aggregated volume

       -      Price
 e)    Date of the transaction                                        30 October 2025
 f)    Place of the transaction                                       London Stock Exchange, XLON

 

d)

Aggregated information:

-      Aggregated volume

-      Price

N/A

e)

Date of the transaction

30 October 2025

f)

Place of the transaction

London Stock Exchange, XLON

 

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