Oversubscribed Strategic Equity Fundraise of £9m
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
FOR IMMEDIATE RELEASE
Avacta Group plc
Oversubscribed Strategic Equity Fundraise of £9 million
Funds to be used for Convertible Bond repayments
LONDON and PHILADELPHIA - June 5, 2026 - Avacta Therapeutics (AIM: AVCT, the "Company", the "Group", "Avacta"), a clinical stage biopharmaceutical company developing pre|CISION®, a tumor-activated oncology delivery platform, is pleased to announce that it has raised gross proceeds of approximately £9 million from institutional investors and existing shareholders, with one institutional cornerstone investor representing the majority of the funds.
The Company has conditionally placed 12,792,859 new ordinary shares of 10 pence each in the Company ("Ordinary Shares") (the "Placing Shares") at a price of 70 pence per share (the "Issue Price"), being the closing mid-market price on the day immediately prior to this Announcement, raising approximately £9 million (the "Placing").
Christina Coughlin, CEO of Avacta commented:
"This Placing enables Avacta to retain the value of our equity while further reinforcing our financial position by reducing the outstanding debt in the Convertible Bond. Our cash runway provides sufficient funding to progress both clinical drug candidates from our industry-leading pre|CISION® technology through major clinical milestones and to move our Gen Three molecule into IND-enabling studies.
"The initial clinical data on the Gen Two program AVA6103 in late H2 2026, as well as further Phase 1 data on Gen One AVA6000 later this month at the BIO International Convention, mark key milestones for the Company, as we expect that these data will provide validation of our pre|CISION® technology in patients, by demonstrating that both our First and Second Gen molecules can effectively treat human cancers. In parallel, we continue to advance our partnering discussions, which are ongoing with multiple parties, on all three generations of our pre|CISION® platform."
Director Subscriptions
In addition to the Placing, Christina Coughlin, Chief Executive Officer of Avacta, and Mark Goldberg, a Non-Executive Director of the Company, have subscribed for 32,142 new Ordinary Shares each, (the "Subscription Shares") at the Issue Price, representing an investment of approximately £22,500 each (the "Subscription").
Background to and strategic rationale of the Equity Fundraise
As announced on 29 August 2025 in the Company's announcement titled "Amendments to the Convertible Bond and equity fundraise of £3.25 million", the Company renegotiated the terms of its Convertible Bond with the Convertible Bond holder. The Amendments included the following:
· Quarterly Convertible Bond repayments and interest in respect of 20 January 2026 and 20 April 2026 payment dates were deferred until 20 October 2027 (together, the "Deferred Repayments");
· Upon the earlier of (i) the date on which the Company publishes the data readouts of its Phase 1b trials of FAP-Dox (AVA6000) in triple negative breast cancer and (ii) 30 June 2026, the Bondholder will have the right to accelerate the satisfaction (in cash or shares) of one or both of the Deferred Repayments and in addition, from 1 October 2026, at any time accelerate the satisfaction of the quarterly repayments on the Convertible Bond, subject to a maximum of one acceleration per quarter.
Under the terms of the Amendments, if the Deferred Repayments were to be accelerated by the Convertible Bond Holder, the Company could elect to pay in cash or via the issue of new Ordinary Shares at the predetermined reference price (based on prevailing VWAPs) for 20 January 2026 and 20 April 2026.
The lowest electable reference prices for the 20 January 2026 and 20 April 2026 would be approximately 48.75 pence and 64.65 pence respectively.
The Company has chosen to strategically accept new investment into the business at the Issue Price of 70 pence, significantly higher than the potential share-based payment prices, thereby resulting in a reduction in potential shareholder dilution whilst strengthening the Company's balance sheet.
The net proceeds of the Placing will allow the Company to pay the Deferred Repayments in cash and, in addition, pay an additional quarterly payment in cash if required.
This Placing has allowed Avacta to have an enhanced balance sheet, and should the Deferred Repayments be accelerated and an additional quarterly repayment be paid in cash, the Convertible Bond would be reduced to approximately £11.5 million, which represents approximately 3.6 per cent of the market capitalisation of the Company immediately prior to this Announcement.
-Ends-
For further information from Avacta, please contact:
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Avacta Group plc Christina Coughlin, Chief Executive Officer |
via Cohesion Bureau |
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Strand Hanson Limited (Nominated Adviser) James Harris / Chris Raggett / James Dance
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Zeus (Broker) James Hornigold / George Duxberry / Dominic King / Alex Bartram
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Cohesion Bureau Communications / Media / Investors Richard Jarvis
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About Avacta - www.avacta.com
Avacta is a clinical stage life sciences company developing an innovative proprietary drug delivery peptide drug conjugate (PDC) platform, pre|CISION®. The pre|CISION® platform uniquely enables the repurposing of a range of oncology drugs as PDC payloads with the goal to significantly reduce toxicity and side effects for patients by concentrating the drug directly in the tumor.
About pre|CISION®
The key aspect of pre|CISION® is its peptide drug conjugates (PDC) technology. The combination of the cancer drug and the proprietary cleavable peptide (the PDC) is inert and incapable of entering cells and killing them until the peptide is specifically released within the tumor. The active payload in the pre|CISION® PDC is released when the PDC comes into contact with the common tumor-associated protein, known as fibroblast activation protein (FAP), in the tumor. The release of the payload from the pre|CISION® product directly in the tumor results in higher concentration of the drug at the tumor and lower blood and healthy tissue levels than standard systemic administration, offering the potential to improve efficacy and patient tolerability.
Background to and information on the fundraise
The Issue Price represents a discount of approximately 0% to the closing mid-market price of 70 pence per existing Ordinary Share on 4 June 2026, being the last trading day prior to the publication of this Announcement.
The Placing has been conducted by Zeus Capital Limited ("Zeus") as sole bookrunner.
The Placing
The Placing comprises the issue of 12,792,859 Placing Shares at the Issue Price to conditionally raise approximately £9 million before expenses for the Company.
The Placing will be utilising the Company's existing share allotment authorities and powers.
The Placing Shares will represent approximately 2.7 per cent. of the enlarged share capital of the Company (as enlarged by the Placing Shares) and will rank pari passu with the existing Ordinary Shares.
The Company and Zeus have entered into a placing agreement (the "Placing Agreement"). Pursuant to the terms of the Placing Agreement, Zeus as agent for the Company, has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares. Zeus has conditionally placed the Placing Shares with certain investors at the Issue Price.
The Placing Agreement contains certain warranties and indemnities from the Company in favour of Zeus. The Placing is not being underwritten by Zeus nor any other person.
The Placing is conditional upon, inter alia, the Placing Agreement not having been terminated in accordance with its terms and Admission becoming effective.
The Subscription
Certain Directors, being Christina Coughlin and Mark Goldberg (the "Subscribers"), have indicated their intention to subscribe for an aggregate amount of approximately £45,000 through the issue of 64,284 new Ordinary Shares at the Issue Price pursuant to the Subscription. The Subscription is not being underwritten.
If any of the conditions to the Subscription are not satisfied, the Subscription Shares will not be issued and any monies received from the Subscribers will be returned to them.
The Subscription Shares will, when issued and fully paid, 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 Admission.
The Subscription will be conditional upon, inter alia, Admission occurring and the Placing Agreement not being terminated prior to Admission.
Admission and total voting rights
Application will be made to the London Stock Exchange for the admission to trading on AIM of 12,857,143 Placing Shares and Subscription shares (together the "Fundraising Shares") resulting from the Placing and Subscription (together the "Fundraising"), which is expected to occur at or around 8.00 am on 11 June 2026 ("Admission").
Immediately following Admission, the Company's enlarged issued ordinary share capital will be 471,330,508 Ordinary Shares. 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Related Party Transactions
Director Participation in the Subscription
The participation of Christina Coughlin and Mark Goldberg in the Subscription, each being Directors of the Company, constitutes a related party transaction under Rule 13 of the AIM Rules for Companies.
The independent directors of the Company (being Shaun Chilton, David Bryant, and Paul Fry), having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider that the Subscribers' participation in the Subscription is fair and reasonable insofar as the Company's shareholders are concerned.
Participation of Zeus in the Placing
Zeus subscribed for 272,025 Ordinary Shares at the Issue Price, for a consideration of £190,417.50 (the "Zeus Placing Participation"). Richard Hughes, a Non-Executive Director of the Company, is an associate of Zeus, being a director and majority shareholder of Zeus. Accordingly, Zeus is a related party of the Company, and the Zeus Placing Participation constitutes a related party transaction under Rule 13 of the AIM Rules for Companies.
The independent directors of the Company for the purposes of assessing the Zeus Placing Participation (being Shaun Chilton, David Bryant, and Paul Fry), having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider that Zeus Placing Participation is fair and reasonable insofar as the Company's shareholders are concerned.
Zeus Commission
Richard Hughes, a Non-Executive Director of the Company, is an associate of Zeus, being a director and majority shareholder of Zeus. Zeus is therefore a related party of the Company pursuant to the AIM Rules and the payment of a 5 per cent. commission on the value of the Placing Shares placed by Zeus, being approximately £447,750.07 (the "Zeus Commission") pursuant to the terms of the Placing Agreement is deemed to be a related party transaction under Rule 13 of the AIM Rules for Companies.
The independent directors of the Company for the purposes of assessing the Zeus Commission (being Shaun Chilton, David Bryant, and Paul Fry), having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider that the Zeus Commission is fair and reasonable insofar as the Company's shareholders are concerned.
PDMR DISCLOSURE
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on the director's share dealing.
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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i- Christina Coughlin ii- Mark Goldberg |
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2
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Reason for the notification
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a)
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Position/status
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I- Chief Executive Officer II- Non-Executive Director
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b)
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Initial notification /Amendment
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Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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Avacta Group Plc |
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b)
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LEI
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2138009U3EG31OPMGH36 |
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4
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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
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a)
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Description of the financial instrument, type of instrument
Identification code
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Ordinary Shares of 10p each in the Company
GB00BYYW9G87 |
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b)
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Nature of the transaction
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Subscription for Ordinary Shares |
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c)
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Price(s) and volume(s)
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Purchase of shares:
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d)
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Aggregated information
- Aggregated volume
- Price
- Total Value
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64,284
70p
£44,998.80 |
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e)
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Date of the transaction
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5 June 2026 |
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f)
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Place of the transaction
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LSE, AIM Market
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Notes:
References to times in this Announcement are to London time unless otherwise stated.
The times and dates mentioned throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised dates and the details of the new times and dates will be notified to the London Stock Exchange and, where appropriate, Shareholders. Shareholders may not receive any further written communication.
This Announcement should be read in its entirety. In particular, the information in the "Important Notices" section of this Announcement should be read and understood.
Important Notices
This Announcement has been issued by, and is the sole responsibility of, the Company.
Zeus, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as t broker to the Company. Zeus is not acting for, and will not be responsible to, any person other than the Company and is not advising any other person or otherwise responsible to any person for providing the protections afforded to clients of Zeus or for advising any other person in respect of the Placing or any transaction, matter or arrangement referred to in this Announcement. Zeus has not authorised the contents of this Announcement and, apart from the responsibilities and liabilities, if any, which may be imported on Zeus by the Financial Services and Markets Act 2000 (as amended) ("FSMA") or the regulatory regime established thereunder, no liability is accepted by Zeus for the accuracy of any information or opinions contained in or for the omission of any information from this Announcement, for which the Company is solely responsible. Zeus accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this Announcement or any such statement.
Strand Hanson Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as nominated adviser to the Company. Strand Hanson is not acting for, and will not be responsible to, any person other than the Company and is not advising any other person or otherwise responsible to any person for providing the protections afforded to clients of Strand Hanson or for advising any other person in respect of the Fundraising or any transaction, matter or arrangement referred to in this Announcement. Strand Hanson has not authorised the contents of this Announcement and, apart from the responsibilities and liabilities, if any, which may be imported on Strand Hanson by the Financial Services and Markets Act 2000 (as amended) ("FSMA") or the regulatory regime established thereunder, no liability is accepted by Strand Hanson for the accuracy of any information or opinions contained in or for the omission of any information from this Announcement, for which the Company is solely responsible. Strand Hanson accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this Announcement or any such statement.
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Fundraising Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, New Zealand, Australia, Japan, or the Republic of South Africa ("Restricted Jurisdictions"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. The Placing Shares may not be offered or sold to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, New Zealand, Australia, Japan, or the Republic of South Africa. There will be no public offering of the Fundraising Shares in the United States or elsewhere.
The distribution or transmission of this Announcement and the offering of the Fundraising Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into a Restricted Jurisdiction. Overseas shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this Announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.
All offers of the Placing Shares in the European Economic Area will be made pursuant to an exemption from the requirement to produce a prospectus under the Regulation (EU) 2017/1129. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person. The Fundraising is excepted from the prohibition on offers to the public set out in Regulation 12 of the Public Offer and Admission to Trading Regulations 2024 ("POATR") as the Fundraising Shares will, if issued, be admitted to trading on AIM (being a primary MTF within the meaning of Regulation 8 of POATR). No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority, including the London Stock Exchange) in relation to the Fundraising.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Zeus, Strand Hanson Limited or by any of their respective representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information.
The Fundraising Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
Information to Distributors
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Zeus or any of their affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Zeus to inform themselves about, and to observe, such restrictions.
UK Product Governance Requirements
Solely for the purposes of the Product Governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Fundraising Shares have been subject to a product approval process, which has determined that the Fundraising Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Fundraising Shares may decline and investors could lose all or part of their investment; the Fundraising Shares offer no guaranteed income and no capital protection; and an investment in the Fundraising Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Fundraising Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the new Fundraising Shares and determining appropriate distribution channels.
EU Product Governance Requirements
1. Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c) local implementing measures (together the "EU Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the Fundraising Shares have been subject to product approval process, which has determined that the Fundraising Shares are: (i) compatible with an end target market of (a) investors who meet the criteria of professional clients and (b) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by EU Product Governance Requirements (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Fundraising Shares may decline and investors could lose all or part of their investment; the Fundraising Shares offer no guaranteed income and no capital protection; and an investment in the Fundraising Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
2. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Fundraising Shares.
3. Each distributor is responsible for undertaking its own target market assessment in respect of the Fundraising Shares and determining appropriate distribution channels.
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