REG - Theracryf PLC - Grant of Options and PDMR Dealings

TheracryfAnnouncement

29/08/2024 07:00

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RNS Number : 0547C  Theracryf PLC  29 August 2024

 

TheraCryf plc

("TheraCryf", the "Company" or the "Group")

Grant of Options, Surrender of Existing Options and PDMR Dealings

Alderley Park, UK - 29 August 2024: TheraCryf plc (AIM: TCF), the clinical
stage drug development company focussing on oncology and
neuropsychiatry, announces that certain employees and Persons Discharging
Managerial Responsibility ("PDMR"), including former Chronos Therapeutics Ltd
("Chronos") employees and consultants deemed essential to the development of
the acquired assets, have been granted options (the "Options") over a total of
28,731,578 ordinary shares of 0.25 pence each in the Company ("Ordinary
Shares"), exercisable, subject to the Options vesting, for a period of up to
10 years from the date of grant and governed by the rules of the TheraCryf plc
Long Term Incentive Plan ("LTIP"), as amended.

                                                     Number of Existing Ordinary Shares held  Current Options Held                                      Options Surrendered                                           New Options Granted           Aggregate number of Options post grant  % of issued share capital under Option including this award
 Dr Huw Jones (CEO, Executive Director)                        3,184,793                                6,081,613                                             6,081,613                                                      10,894,238                        10,894,238                   2.55%
 Toni Hänninen (CFO, Executive Director)*                      1,000,000                                                                                                                                                        3,029,925                         3,029,925                 0.71%
 Dr Helen Kuhlman (PDMR)                                       1,055,744                                2,446,099                                              2,446,099                                                        4,039,015                         4,039,015                 0.95%
 Dr Glen Clack (PDMR)**                                        1,000,000                                2,184,017                                              2,184,017                                                        2,212,526                         2,212,526                 0.52%
 Dr Nicholas Mallard (PDMR)                                    2,020,771                                2,267,244                                              2,267,244                                                        3,944,633                         3,944,633                 0.92%
 Other Chronos Employees, Directors and Consultants                                                                                                                                                                             4,611,241                         4,611,241                 1.08%
 Total                                                         8,261,308                             12,978,972                                             12,978,972                                                       28,731,578                        28,731,578                   6.72%

*includes Borealito GmbH (a company wholly owned by him)

**includes Ailse Oncology Ltd (a company wholly owned by him)

Background to the New Option Grants

The Company announced the acquisition of Chronos Therapeutics on 19 March
2024. At the completion of the Acquisition, the Company agreed to adapt the
legacy share option plan for each person holding options in Chronos, whereby
Chronos option holders would surrender options held with Chronos and enter new
option agreements with TheraCryf granting them Options in the Company.

Further, the Company stated in the final results for year to 31 March 2023
released on 28 May 2024, that all members of the management team had foregone
opportunities for cash bonus payments to extend Company's cash runway as much
as possible and had agreed to take Options in their place to an equivalent
value.

The Options in lieu of cash bonus will vest on the 1 April 2025 and the
Options for Chronos employees will vest immediately without any additional
performance conditions attached, however the Chronos Option holders have
agreed to a 18 month lock-in period for selling any shares following  the
acquisition of Chronos Therapeutics Ltd, which ends 05 October 2025.

Surrender of existing Options

The Company's LTIP plan, as amended, has an aggregate maximum number of
Options outstanding limited to 10% of the Company's issued share capital. To
enable the issuance of the Options to key persons in Chronos and in order to
issue Options in lieu of a cash bonus to key members of the Company's
management as described above, it is a condition of the new Options that
remaining rights over any existing options currently held are surrendered for
no consideration (the "Option Surrender").

The Options previously granted had an exercise price of nil. The board believe
it is appropriate to issue new Options to replace the existing ones to
properly incentivise its employees, including its new employees and
management. The new options have an exercise price of 0.25p.

Following this award there are 29,895,081 options in issue, representing 7.0
per cent of the Company's issued share capital.

Dr Sue Foden, Chair of TheraCryf said:

 "This revised incentive scheme provides greater alignment between Company
management, former Chronos personnel deemed essential in development of the
acquired Chronos Assets and our shareholders. I thank our management team for
accepting share-based payments in lieu of cash bonuses in the interests of
extending our cash runway and for voluntarily surrendering their options under
previous schemes."

 

-Ends-

Enquiries

 TheraCryf plc                                               +44 (0)1625 315 090

Dr Huw Jones, CEO
enquiries@theracryf.com

Toni Hänninen, CFO

Dr Helen Kuhlman, CBO
 Cavendish Capital Markets (NOMAD and Broker)                +44 20 7220 0500
 Geoff Nash / Teddy Whiley / Rory Sale (Corporate Finance)

Nigel Birks / Harriet Ward (ECM)
 Vigo Consulting                                             +44 207 7390 0230
 Rozi Morris
theracryf@vigoconsulting.com

 

About TheraCryf

TheraCryf is a clinical stage drug development company focussing on oncology
and neuropsychiatry. The Company has a broad clinical and preclinical pipeline
in indications including glioblastoma*, neurodevelopmental disorders,
addiction, anxiety and narcolepsy* [*orphan indications].

Its strategy is to generate compelling data sets to preclinical and/or
clinical proof of concept and partner its clinical programmes with mid-size to
large pharma for larger trials and commercialisation, including Stalicla SA,
in neurodevelopmental disorders. The Company has sourced know how for
programmes from companies such as Shire (now Takeda).

TheraCryf has worked with and has ongoing collaborations with major
universities and hospitals such as the University of Manchester, La Sapienza
(Università di Roma), the Erasmus Medical Centre, Rotterdam, Kings College
London and the University of Michigan.

The Company has its headquarters and registered office at Alderley
Park, Cheshire. It is listed on AIM in London and trades under the ticker
symbol TCF. 

For further information, please visit: www.theracryf.com
(file:///C%3A/Users/MToyneSewell/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/XN44CN5I/www.theracryf.com)
 

The notification set out below is provided in accordance with the requirements
of MAR.

 

                           Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
                           596/2014
 1                                               Details of the person discharging managerial responsibilities/person closely
                                                 associated
 a.  Name                                                              1.     Dr Huw Jones (CEO)

                                                                       2.     Toni Hänninen (CFO)

                                                                       3.     Dr Helen Kuhlman (PDMR)

                                                                       4.     Dr Glen Clack (PDMR)

                                                                       5.     Dr Nicholas Mallard (PDMR)
 2   Reason for notification
 a.  Position/Status                                                   1.     Dr Huw Jones (CEO)

                                                                       2.     Toni Hänninen (CFO)

                                                                       3.     Dr Helen Kuhlman (PDMR)

                                                                       4.     Dr Glen Clack (PDMR)

                                                                       5.    Dr Nicholas Mallard (PDMR)
 b.  Initial notification/                                             Initial Notification

     Amendment
 3                                               Details of the issuer, emission allowance market participant, auction
                                                 platform, auctioneer or auction monitor
 a.  Name                                                              TheraCryf plc
 b.  LEI                                                               213800NO3E6TSTQO8K20
 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       Options over Ordinary Shares of 0.25p each

Identification Code

                                                                       GB00BSVYN304
 b.  Nature of the transaction                                         Grant of options under the TheraCryf plc Long Term Incentive Plan with time
                                                                       vesting conditions attached
 c.  Price(s) and volume(s)                                                                          Exercise Price(s)             Volume(s)
                                                 1.                    0.25p                         10,894,238

     2.                                                                0.25p                         3,029,925
                                                 3.                    0.25p                          4,039,015
                                                 4.                    0.25p                         2,212,526
                                                 5.                    0.25p                         3,944,633

 d.  Aggregated information

     - Aggregated Volume                                               See above

     - Price
 e.  Date of the transaction                                           28 August 2024
 f.  Place of the transaction                                          Outside a trading venue

 

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