REG - Verici Dx PLC - Options revision & Grant of new share options

Verici DxAnnouncement

Thu 07:00

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RNS Number : 3805F  Verici Dx PLC  30 October 2025

Verici Dx plc

("Verici Dx" or the "Company")

 

Options revision

&

Grant of new share options

 

Verici Dx Plc, (AIM: VRCI), a developer of advanced clinical diagnostics for
organ transplant, announces that upon the recommendation of the Company's
Remuneration Committee, it has repriced certain existing options over ordinary
shares of 0.1 pence each in the capital of the Company ("Ordinary Shares")
("Share Options") over an aggregate of 15,577,304 Ordinary Shares and granted
new Share Options over an aggregate 107,800,000 Ordinary Shares to certain
Directors, persons discharging management responsibility ("PDMRs"), employees
and consultants of the Company. The goal of the review was to realign with
previous remuneration targets and the issued pool of options including those
for new team members now represents 8.32% of the Company's total voting rights
as compared with the previous pool of 7.98%.

 

The Company's Remuneration Committee recognises the importance of share
options to appropriately incentivise and retain Directors and employees, as
well as to ensure their interests are aligned with that of Company and its
shareholders. Following a review of incentive plans, the Remuneration
Committee of the Board recommended that, given the reduction in the Company's
share price and the changes in the share capital following the recent
fundraising, the existing awards of share options were no longer a reasonable
incentive and should be amended to re-align the option scheme with the current
share price and share capital.

 

Accordingly, the Company has agreed with each of Sara Barrington, Chief
Executive Officer, David Anderson, Chief Financial Officer and Lorenzo Gallen,
Non-Executive Director, that the exercise price in respect of the options
granted to Sara Barrington and David Anderson on 28 October 2020 around the
time of the Company's IPO, and of those granted to Lorenzo Gallon on 6
December 2022 is amended from 20 pence to 0.525 pence per Ordinary Share. All
other terms of these Share Options remain the same. All of the Share Options
granted in October 2020 have vested in full and can be exercised at any time
until 28 October 2030. The Share Options granted in December 2022 have vested
in full and can be exercised at any time until 6 December 2032.  The numbers
of Share Options currently held by Directors and PDMR's and being repriced are
shown in the following table:

 

 Name             Position                 Existing Options  Previous Exercise Price (per share)  New Exercise Price (per share)

 Sara Barrington  Chief Executive Officer  5,669,913         £0.2                                 £0.00525
 David Anderson   Chief Financial Officer  708,739           £0.2                                 £0.00525
 Lorenzo Gallon   Non-Executive Director   354,370           £0.2                                 £0.00525

 

Additionally, the Board has granted new options over a total of 107,800,000
Ordinary Shares (the "New Share Options") to certain Directors, PDMRs,
employees and consultants of the Company. Of the Company's Directors and
PDMRs, this includes:

 

 Name             Position                 Options granted  Total Options  Resultant total holding as a % of total voting rights

 Sara Barrington  Chief Executive Officer  54,900,000       60,569,913     4%
 David Anderson   Chief Financial Officer  6,800,000        7,508,739      0.5%
 Lorenzo Gallon   Non-Executive Director   1,900,000        2,254,370      0.15%

 

The remaining 44,200,000 New Share Options have been granted to employees of
the Company including recent joiners in the sales team, and it is also the
intention to grant New Share Options to new employees who are in the process
of joining the Company.

 

The New Share Options, which have been issued in line with the Company's
existing share option plan, have an exercise price of 0.525 pence per ordinary
share. This was the price on 2 September 2025 when the Board initially
resolved to grant these options but were unable to do so at the time due to
the closed period ahead of the Company's interim results. The vesting
conditions for the New Share Options granted to the Directors and PDMR's and
Chief Operating Officer are 50% performance-based and 50% time-based, with the
share option grant initially vesting 12 months from the date of grant. These
New Share Options can be exercised until the tenth anniversary from date of
grant.

 

The repricing of the Share Options and the issue of the New Share Options are
deemed to be related party transactions under AIM Rule 13 of the AIM Rules for
Companies. The Company's Directors (excluding those who are being awarded the
Share Options) consider, having consulted with the Nominated Adviser, Singer
Capital Markets, that the terms of the related party transactions are fair and
reasonable insofar as the shareholders of the Company are concerned.

 

Following the grant of the New Share Options referred above, there are
125,849,152 outstanding options over Verici's Ordinary Shares, representing
8.32% of the Company's total voting rights. The percentage of outstanding
options over Verici's Ordinary Shares prior to this new grant was 7.98%.

 

 Verici Dx plc                                 www.vericidx.com (https://vericidx.com/)

 Sara Barrington, CEO                          Via Walbrook PR

 Singer Capital Markets (Nominated adviser and Joint Broker)                   Tel: +44 (0)20 7496 3000
 Phil Davies / Sam Butcher

 Oberon Capital (Joint Broker)                 Tel: +44 (0)20 3179 0500
 Mike Seabrook / Adam Pollock

 Walbrook PR (Media & Investor Relations)      Tel: +44 (0)20 7933 8780 or vericidx@walbrookpr.com
 Alice Woodings / Paul McManus                 Mob: +44 (0)7407 804 654 / +44 (0)7980 541 893

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         A)   Sara Barrington

                                                                   B)    David Anderson

                                                                   C)    Lorenzo Gallon
 2    Reason for the notification

 a)   Position/status                                              A)   Chief Executive Officer

                                                                   B)    Chief Financial Officer

                                                                   C)    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                                                         Verici Dx plc

 b)   LEI                                                          213800FI5WE4FVQ3G645

 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 0.1 pence each in the Company

      Identification code                                          GB00BM8HZD43

 b)   Nature of the transaction                                    Grant of options over shares

 c)   Price(s) and volume(s)

                                                                                     Price(s)                                 Volume(s)
                                                                                     Exercise price of 0.525 pence per share  A)   54,900,000

                                                                                                                              B)    6,800,000

                                                                                                                              C)    1,900,000

 d)   Aggregated information                                        N/A

      - Aggregated volume                                          N/A

      - Price

 e)   Date of the transaction                                      30 October 2025

 f)   Place of the transaction                                     Outside of trading venue - off market

 

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