Completion Share Exchange Agreement Issue Equity

Cardiogeni PLC

21 April 2026

 

21st April 2026

Cardiogeni PLC

("Cardiogeni", "CGNI" or the "Company")

Completion of Share Exchange Agreement with Kira Health Invest AG and Issuance of Equity

Cardiogeni (AQSE: CGNI), a UK clinical stage biotechnology company founded by 2007 Nobel Laureate Sir Martin Evans to develop and commercialise novel heart regeneration medicines, is pleased to provide an update on the completion of the Share Exchange Agreement ("Transaction") with Kira Health Invest AG ("Kira") announced on March 16^th, 2026.

The following conditions of completion have been duly met, which include:

·    Transfer of 1,308,444 shares in Cell Therapy Limited from Cardiogeni to Kira representing 67.5% of its total share capital. Cardiogeni will retain shares in Cell Therapy Limited representing 32.5% of its total share capital.

·    Transfer of 3,250 of the existing shares of Lumen Clinics B.V. from Kira to Celixir Limited, a wholly owned subsidiary of Cardiogeni, representing 32.5% of its total share capital

·    Cardiogeni and Kira have entered a shareholders agreement with Kira that defines the forward management, operational plan and governance of Cell Therapy Limited.

·    Receipt of loan guarantor letter from Kira's principal investor for the remaining $20 million.

The intial tranche of $5 million in loan funding is subject to the standard compliance and AML procedures for international transfers. The Directors believe this process will be completed in the next few days and will update the market in due course.

The Transaction completes the formation of, and provides funding for, United Arab Emirates Joint Venture ("UAE JV") which was first announced in 2025. Unlike the original UAE JV structure, the Transaction introduces two key additional benefits: (i) the non-dilutive nature of the $25 million loan funding from Kira; and (ii) the strategic share exchanges between Cell Therapy Limited, Kira, Lumen Clinics B.V. and Cardiogeni, as detailed in the announcement dated 16 March 2026.

As stated in 2025 announcements, the JV will undertake the clinical development and commercialisation of heart medicines in the GCC (Gulf Cooperation Council) region. CLXR-001 is the lead product which successfully completed an EU Phase IIa clinical trial showing a statistically significant (P<0.05) improvement in heart failure. Phase 2b/3 clinical trials are planned in the GCC in 2026/27.

Issuance of shares

Further to the announcement dated 16 March 2026, the Company has issued 5,785,247 new ordinary shares of 1p each in the Company to Directors in lieu of accrued remuneration for the period 1st November 2024 to 30th November 2025.

Additionally, the Company announces it has agreed to satisfy an invoice for professional services rendered by an adviser through the issue of 260,000 new ordinary shares of 1p each in the Company.

Further to the announcement dated 24 July 2025, 2,285,714 shares have been issued to holders of the Advanced Subscription Agreements ("ASA") at a price of 5.25p per share. As stated in said announcement, the Advanced Subscription is an EIS compliant instrument allowing investors to subscribe for ordinary shares at a discount of 25% to the issue price at the next round of funding (of at least £100K) or to the closing mid-market share price on the 16th January 2026, which was 7p (£0.07) per share.

Accordingly, application will be made for the 8,330,961 new ordinary shares, which will rank pari passu with the existing ordinary shares in issue, to be admitted to trading on the AQSE Growth Market ("Admission"). It is expected that Admission will take place at or around 8.00 a.m. on or around 27 April 2026.

Total voting rights

Following Admission, the Company confirms that its total issued share capital will consist of 97,434,717 Ordinary Shares, with one voting right per Ordinary Share. The Company holds 1,280,000 Ordinary Shares in treasury. 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 pursuant to the FCA's Disclosure Guidance and Transparency Rules.

Following the issuance of new ordinary shares to the Directors, the Directors holdings are as follows:

Name	Number of ordinary shares	Holding
Ajan Reginald (via personal holding and that of his spouse Kathryn Fallon)	28,104,441	28.84%
Dr. Darrin M Disley OBE	3,816,064	3.92%
Professor Sir Martin Evans (via personal holding and held by The Sir Martin and Lady Judith Evans Family Trust)	16,855,254	17.30%
Chaim Hurvitz	876,140	0.90%
Lord James Bethell	100,000	0.10%
Joanne Martin	250,000	0.26%

Dr Darrin M Disley OBE, Executive Chairman of Cardiogeni commented:

"I am delighted that we have been able to complete on a transaction that is transformational to the Company and its shareholders. We now have sufficient funding to complete a pivotal Phase 2b clinical trial and to potentially gain market approval for its heart failure medicine CLXR-001 in the gulf cooperation council (GCC) countries. A successful result from the trial would represent a significant value inflection point for shareholders via the ability to market the medicine to a significant customer base with a clear unmet clinical need and then execute a global out-licensing or trade sale strategy to crystalize shareholder returns."

ENDS

The directors of Cardiogeni accept responsibility for this announcement.

For further information please contact:

Cardiogeni PLC
Dr Darrin M Disley, Executive Chairman Ajan Reginald, Executive Officer	Via First Sentinel
First Sentinel Corporate Finance Limited, Corporate Adviser
Brian Stockbridge	[phone]
SP Angel Corporate Finance LLP, Corporate Broker
David Hignell Vadim Alexandre Devik Mehta	[phone]

About Cardiogeni

Founded by Nobel Laureate, Professor Sir Martin Evans, the Cardiogeni Group is developing a new class of life-saving cellular medicines. The Group's platform technology enables the creation of unique (living) cells that are engineered with a specific therapeutic function.

The Group's lead product, CLXR-001, is a patented engineered cellular medicine to treat heart failure patients which is administered during coronary artery bypass grafting surgery. The Group's novel epigenetic cellular reprogramming technology was developed in-house by Professor Sir Martin Evans and the platform along with the pipeline of medicines in development are protected by a portfolio of ~100 international patents and trademarks.

CLXR-001 targets heart failure which will affect 1 in 4 people in their lifetime and is not reversible or curable. CLXR-001 consists of a novel allogeneic (off-the-shelf) cell type, iMP cells, engineered for cardiac regeneration whose mechanism of action is to regenerate damaged heart tissue and restoration of improved heart function improving both the life expectancy and quality of life of patients.

CLXR-001 targets the cardiac market niche of CABG surgery with ~400,000 patients per year in the US alone. The Group's two follow-on products target larger cardiac market segments of stent treatment (over two million patients per year) and myocardial infarction (heart attack, over one million patients per year). Each of the products has the potential to become a first or best-in-class blockbuster ($1B in annual sales) medicine.

CLXR-001 has successfully completed an EU Phase 2 investigator sponsored clinical trial in which patients showed a statistically significant (P<0.05) improvement in all end-point targets including heart function, reduction in heart scarring and an improvement in quality of life.

CLXR-001 has received regulatory approval to begin a randomized controlled trial from the national regulatory authority of a European Union member country, and this trial has begun dosing patients with interim data expected to read-out within 30 months of Admission.

 

 

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