Conditional Share Exchange Agreement

Cardiogeni PLC

16 March 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

16th March 2026

Cardiogeni PLC

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

Conditional Share Exchange Agreement with Kira Health Invest AG                                                           with Provision for Loan Funding of up to $25M

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 announce the signing of a conditional share exchange agreement ("SEA") whereby Kira Health Invest AG ("Kira") will purchase 67.5% of the existing share capital of Cell Therapy Limited ("CTL") the wholly-owned operating R&D subsidiary of Cardiogeni (the "Sale Shares"). In consideration for the Sale Shares, CGNI will receive 32.5% of the existing share capital of Lumen Clinics B.V. ("Lumen"), Kira's wholly owned subsidiary which is a leading operator of luxury longevity hotels and wellness clinics with assets in excess €100 million (the "Transaction"), based on the unaudited financial statements for the period to 31 December 2025 ("Unaudited Financial Statements").

The Board has developed its three-year strategy requiring $25 million to gain market approval for CLXR-001.

As part of the Transaction, Kira has agreed, subject to certain conditions, to make available to CTL the amount of up to $25 million (£18.92 million) in loan funding (the "Loan") to execute a pivotal Phase 2b clinical study that could lead to the approval of its heart failure medicine CLXR-001 in the Gulf Cooperation Countries ("GCC").

Completion of the Transaction is conditional on verification of the Kira and Lumen's asset and cash positions. At Completion, the parties will also enter into a shareholders' agreement ("SHA") to govern the operation of CTL and the loan funding conditions and repayment schedule. CGNI expects to receive a guarantee of the loan funding from Kira's principal investor. The Transaction is expected to complete no later than 31^st March 2026.

The Board of CGNI considers this Transaction to be transformational for shareholders. The Transaction, subject to Completion and the Loan being fully drawn down, will allow CTL to be funded for 3 years, enabling it to complete a pivotal Phase 2b clinical trial and to potentially gain market approval for its heart failure medicine CLXR-001 in the GCC. 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 in the GCC, and execute a global out-licensing or trade sale strategy.

28,880 Coronary Bypass Graft ("CABG") Surgeries were performed in the GCC in 2024 (3.6 % of global total of 800,000) and this is expected to grow annually at 7.1% in the period 2026-2032 to 44,284¹. A 20% market penetration of CLXR-001 at an indicative $25,000 price implies peak annual sales in 2032 in excess of $200 million in the GCC alone. However, there can no guarantee of clinical or commercial success.

Kira Health Invest AG and Lumen Clinics B.V.

Kira is a Swiss healthcare investment company, that invests in medical longevity facilities and regenerative medicines. Lumen is the wholly owned subsidiary of Kira. Based on the Unaudited Financial Statements, Kira group has more than sufficient capital to fulfil the $25 million required for the Transaction.

Rationale for Transaction

CGNI was admitted to the Growth Market of the AQUIS Stock Exchange on 31st January 2025 ("Listing"). Since the Listing, the UK investment environment has been challenging with total technology investment down by 9% driven by a 38% contraction in deal volume since 2024. This follows a 58% reduction in foreign direct investment in the UK life sciences sectors between 2017-2023.

In addition to the deterioration in UK funding, there is a discrepancy between the valuation of public (listed) and private biotechnology stocks. The investment in and valuations of public market biotechnology stocks has plummeted, whilst private capital has remained relatively abundant prioritising private biotechnology companies with promising, long-term, intellectual property backed, high-quality science².

The Board has developed a three-year strategy requiring $25 million to gain market approval for CLXR-001. This is intended to provide medium to long-term returns for shareholders either through secondary share placement, trade sale or dividends.

Cell Therapy Limited

CTL is the group's ("Group") R&D operating subsidiary which undertakes clinical trial and drug development including the heart failure clinical trials. It contains the Company's intangible and tangible asset portfolio.

As at 31st March 2025, CTL had:

Total Gross assets: £1,089,330

Current liabilities: £4,803,381  

In the year to 31st March 2025, CTL recorded a loss of £8,109,086  

Effects of the Transaction on Cardiogeni             

On Completion of the SEA, Cardiogeni will receive 32.5% of the existing share capital of Lumen. Based on the Unaudited Financial Statements Lumen has total assets of $120 million versus the current market capitalisation of CGNI of £6.25 million. Following completion of the Transaction, CGNI retains 32.5% of CTL and CTL will receive $25M in loan funding, subject to the signing of the SHA at Completion. 

Following Completion, the CGNI Board will be also become the Directors of CTL and CGNI will retain effective control of CTL's finances and operations. Therefore, the Directors believe CTL will remain consolidated in the Group's accounts. The terms and conditions of the service contracts of the Directors remain unchanged. 

CGNI will have neither strategic nor operational control over Lumen. The Lumen shares, which are not listed and will be illiquid, will be transferred to Celixir, a wholly owned subsidiary company within the Group.

The value of the investment in the Lumen shares may change based on strategic transactions or future funding which might be dilutive to the Group's holding.

Transaction Details

In accordance with the terms of the proposed Transaction, Kira will provide up to $25M in loan funding to CTL and 32.5% of the shares in Lumen to the Group and in return will receive 67.5% of the share capital of CTL.

Pursuant to the terms of the Loan, Kira will provide up to $25M in funding to CTL during the period 2026 to 2028. The funding will be used to gain market approval for CTL's lead heart failure medicine CLXR-001 in the GCC.

The drawdown of the second and third tranches of the Loan is subject only to the Phase 2b clinical trial for CLXR-001 continuing and to CTL's cash position. Drawdown will be phased as follows:

•             $5M on Completion

•             $10M by February 2027

•             $10M by February 2028

The Loan will be funded by Kira and is expected to be supported by a written guarantee by Kira's principal investor. The loan carries 5% annual interest and the principle is to repaid in tranches starting on the 31^st December 2028 subject to CTL generating profits from product sales or licensing fees.

Contractual Issue of New Shares prior to Completion

Having received authority to allot shares at the Company's AGM held on 31st December 2025, 5,785,247 Ordinary Shares will be allotted to Directors (based on 10p per share), in satisfaction of accrued but unpaid remuneration for the period 1st November 2024 to 30th November 2025.

Professor Sir Martin Evans will be allotted 1,083,340 Ordinary Shares bringing his holding (via personal holding and held by The Sir Martin and Lady Judith Evans Family Trust) to 16,855,254 Ordinary Shares or 17.76% of the fully diluted share capital.

Ajan Reginald will be allotted 3,351,860 Ordinary Shares bringing his holding (via personal holding and that of his spouse Kathryn Fallon) to 27,717,880 Ordinary Shares or 29.21% of the fully diluted share capital.

Dr Darrin M Disley OBE will be allotted 1,000,047 Ordinary Shares bringing his holding to 3,663,859 Ordinary Shares or 3.86% of the fully diluted share capital.

Professor Jo Martin will be allotted 250,000 Ordinary Shares bringing her holding to 250,000 Ordinary Shares or 0.263% of the fully diluted share capital.

Lord James Bethell will be allotted 100,000 Ordinary Shares bringing his holding to 100,000 Ordinary Shares or 0.105% of the fully diluted share capital.

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

"Given the current challenges of raising risk capital for micro- and small-cap biotech, I am delighted with this transformational deal for the Company and its shareholders. Our priority since listing on AQSE in January 2025 has been to raise the $25M (£18.9M) necessary to advance our lead heart failure medicine CLXR-001 through pivotal human trials and market approval in the GCC, an attractive commercial market with a significant unmet need due to a high prevalence of heart failure. By structuring the financing as debt and only to be paid from future profits on product sales there will be no further dilution of the equity of CTL, which maximises value for shareholders if the trial is successful. The deal also provides a significant diversification of shareholder risk providing a potential upside in an asset backed and revenue generating business focussed on a network of longevity hotels and wellness clinics. Post completion of this transaction CTL will focus on completing the P2b clinical trial for CLXR-001 in the Coronary Artery Bypass Graft indication, gaining market approval for its commercial sale in the GCC and entering into funded partnerships that will facilitate its approval in the US, EU, Japan and other markets in order to realise additional value for shareholders."

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, myocardial scar and improvement in the 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 Listing.

 

 

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