Results of General Meeting and Board Changes

Cellbxhealth PLC

15 December 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF CELLBXHEALTH PLC.

15 December 2025

CELLBXHEALTH plc ("the Company")

Results of General Meeting and Proposed Board Changes

·    All Resolutions duly passed by Shareholders at General Meeting

·    Subject to due diligence, four appointments to the Board anticipated in January 2026

·    Peter Collins transitions from Interim CEO to CEO

Guildford, UK - 15 December 2025 - CELLBXHEALTH plc (AIM:CLBX), a leader in circulating tumour cell (CTC) intelligence, with tests and services supporting research, drug development and clinical oncology,  announces that all Resolutions proposed at the General Meeting held earlier today were duly passed by Shareholders on a poll. The results of the votes will shortly be available on the Company's website.

Accordingly, following the passing of all Resolutions, application has been made to the London Stock Exchange for a total of 816,760,990 New Ordinary Shares, issued in relation to the Fundraising, to be admitted to trading on AIM. First Admission will be in respect of 9,090,000 New Ordinary Shares and is expected to occur at 8.00 a.m. on or around 16 December 2025. Second Admission will be in respect of 807,670,990 New Ordinary Shares comprising the Second Tranche Placing Shares, the Subscription Shares, the Retail Offer Shares and the Additional Subscription Shares and is expected to occur at 8.00 a.m. on 18 December 2025 (or, in each case, such later time and/or date as Cavendish and the Company may agree (being no later than 8.00 a.m. on 16 January 2026).

Share Capital Reorganisation

As outlined in the announcement of the Fundraising made by the Company on 24 November 2025 (the "Announcement") and in the Circular containing the notice of General Meeting published on 25 November 2025, Resolution 1 authorises the Sub-division of the Existing Ordinary Shares of £0.10 (10 pence) each into one New Ordinary Share of 0.05 pence each and one Deferred Share of 9.95 pence each.

No new share certificates representing the Ordinary Shares will be sent to Shareholders who hold Existing Ordinary Shares in certificated form following the Sub-division. Accordingly, share certificates for the Existing Ordinary Shares will remain valid, and will only be replaced when the old share certificates are surrendered for cancellation following the transfer, transmission or other disposal of Ordinary Shares. The nominal value of shares already held in CREST will be updated at approximately 8.00 a.m. on 16 December 2025. Following completion of the Sub-division, the New Ordinary Shares will have the same rights (save as to nominal value) as the Existing Ordinary Shares, including voting, dividend and other rights.

Application has been made for the 322,641,668 Ordinary Shares following the Share Capital Reorganisation to be admitted to trading on AIM and for dealings to commence in the Ordinary Shares at 8.00 a.m. on 16 December 2025 (the "Reorganisation Admission") under the same ISN and SEDOL being GB0034330679 and 3433067 respectively.

Following Reorganisation Admission, the issued share capital of the Company will remain the same and be comprised of 322,641,668 Ordinary Shares and 322,641,668 Deferred Shares, of which no shares are held in treasury. With the further admission of 9,090,000 Ordinary Shares at approximately 8.00 a.m. on 16 December 2025 in the First Admission and 807,670,990 Ordinary Shares at approximately 8.00 a.m. on the 18 December 2025 in the Second Admission the total number of voting rights in the Company is 1,139,402,658. Shareholders may use this figure 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Board Appointments

As detailed in the Announcement, the Company intends to appoint the following persons to the Board once customary due diligence checks undertaken by Cavendish (as the Company's nominated adviser) are complete. It is expected that these appointments will take effect in early January and a further announcement will be made at such time. The proposed appointments are as follows:

·      Peter Collins as Chief Executive Officer

·      Klaas de Boer as Non-executive Director

·      Kim Oreskovic as Non-executive Director

·      Benjamin Hart as Non-executive Director

As set out above, the Board is pleased to confirm the permanent appointment of Peter Collins as Chief Executive Officer of the Company, transitioning from his previous role as interim CEO. Peter brings over 25 years of leadership experience in oncology drug and diagnostics development, having held senior executive positions in both private and publicly listed organisations. His previous roles include Chief Executive Officer at SAGA Diagnostics, Chief Business Officer at Inivata, Vice President of Biopharma Business Development at Guardant Health, and Head of Diagnostics at GSK.

Executive Chairman Dr Jan Groen commented:

"The Board is pleased that all Resolutions were approved by Shareholders at the General Meeting, providing a solid foundation for the Company's next phase of development. Peter has a strong track record of commercial execution and innovation, and we are delighted he will continue as CEO as we advance our strategic plan, strengthen commercial focus and drive sustainable growth and value for our shareholders."

For more information, visit www.CelLBxHealth.com

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Announcement.

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 For further information:

CelLBxHealth plc	[phone]
Peter Collins, Chief Executive Officer Jan Groen, Executive Chairman	[e-mail]
Cavendish (NOMAD and Broker) Geoff Nash / Isaac Hooper (Corporate Finance) Sunila de Silva (Corporate Broking) Nigel Birks (Life Science Specialist Sales)	[phone]
FTI Consulting Simon Conway, Ciara Martin, Sam Purewal	[phone]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the EU Market Abuse Regulation (596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a regulatory information service, this information is considered to be in the public domain.

Notes for editors

About CelLBxHealth plc

CelLBxHealth plc is a precision CTC intelligence company specialising in innovative circulating tumour cell (CTC) solutions for use in research, drug development and clinical oncology. Its patent-protected Parsortix® platform harvests CTCs from blood and can be integrated with existing laboratory instruments for comprehensive downstream analysis - including whole-cell imaging, proteomic profiling and full genomic workflows.

Commercial activities centre on (1) Product Sales: Accelerating Parsortix platform adoption and consumable sales through CROs and clinical lab partnerships. (2) Laboratory services: Clinical trial support and assay development (3) Lab Developed Tests (LDTs): Strategic partnerships combined with a focused in-house development programme.

The product portfolio comprises the Parsortix® platform with associated consumables and assays. Laboratory services are delivered from CelLBxHealth's GCLP certified UK laboratory, providing bespoke clinical-trial support and assay development.

For more information, visit https://cellbxhealth.com/.

The Company's LEI is 213800BY11K6W3NMS374

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is for information purposes and does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for the securities referred to herein in the United States, Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia, Japan or the Republic of South Africa or to, or for the account or benefit of any national resident or citizen of Canada, Australia, Japan or the Republic of South Africa. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, (the "Securities Act") or the securities laws of any other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Cavendish is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the transactions and arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the contents of this announcement and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

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 Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

 

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