£500,000 Subscription, conversion of loan notes

Cizzle Biotechnology Holdings PLC

26 October 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR").

26 October 2026

Cizzle Biotechnology Holdings plc

("Cizzle", "Cizzle Biotechnology", or the "Company")

£500,000 Subscription at 0.8p per share

Conversion of loan notes

Warrant issue and amendments

Cizzle Biotechnology, the UK based diagnostics developer of early cancer tests, announces that it has conditionally raised £500,000, before expenses, by way of direct subscription (“Subscription”) by Frazer Lang, an existing shareholder of the Company (the “Investor”) for a total of 62,500,000 new ordinary shares of £0.0001 each in the Company (“Ordinary Shares”) at a price of 0.8 pence per new Ordinary Share (the “Issue Price”) (such new Ordinary Shares being the “Subscription Shares”).

The Subscription Shares will be subscribed for in two tranches, each at the Issue Price. The Investor has subscribed £300,000 for 37,500,000 Subscription Shares (the “First Tranche”), with admission expected to become effective on or around 30 October 2026 and £200,000 for 25,000,000 Subscription Shares (the “Second Tranche”), with admission expected to become effective on or around 6 January 2027.

The funds are to support the Company’s programme in delivering early sales adoption of its proprietary CIZ1B Biomarker Blood Test for Lung Cancer (the “Test”), through its licensing strategy in the USA and in partner agreements in the UK and elsewhere.

Highlights

• Subscription to raise £500,000 through the issue of 62,500,000 Subscription Shares at the Issue Price, of which:
  • 37,500,000 Subscription Shares will be issued on or around 30 October 2026, raising £300,000; and
  • 25,000,000 Subscription Shares will be issued on or around 6 January 2027, raising a further £200,000.

• Issue of one warrant over Ordinary Shares to the Investor for each Subscription Share subscribed for, with an exercise price of 1.2p, resulting in the grant of 62,500,000 new warrants (the “New Warrants”).  The New Warrants have an expiry date of 1 October 2031.
• Amendment to the existing 22,500,000 warrants previously issued to the Investor (the “Existing Warrants”) so they are exercisable at 1.2p and expire on 1 October 2031;
• Conversion of £250,000 of outstanding convertible loan notes issued to the Investor on 2 April 2026 (the “CLNs”) at a conversion price of 1.4p, resulting in the issue of 17,857,143 new Ordinary Shares (the “CLN Conversion Shares”), with such shares to be issued on or around 30 October 2026;
• The funds raised will be used, inter alia, to provide working capital for the Company to promote adoption of the test in the USA, and to progress partner agreements in the UK, including with the NHS, and elsewhere.

Background

On 22 July 2026, the Company announced that following the validation of the Company’s proprietary CIZ1B Biomarker Blood Test for Lung Cancer, its licensing partner Cizzle Bio Inc (“BIO”) made the test available for sale to licensed healthcare providers across the Dallas-Fort Worth and San Antonio metropolitan areas in Texas, through its laboratory partner, OmniHealth Diagnostics (“OmniHealth”), a Clinical Laboratory Improvement Amendments (“CLIA”) certified and Commission on Office Laboratory Accreditation (“COLA”) accredited clinical services laboratory.

Because the CIZ1B Biomarker test is a laboratory-developed test (“LDT”), each CLIA-certified laboratory performing the test must complete independent validation to verify analytical performance and meet rigorous quality standards. To enable early, rapid and resilient sales progress, on 3 August 2026 BIO, announced it had executed a further laboratory agreement with BioBridge Global (“BBG”), a San Antonio-based healthcare services organisation with expertise in laboratory medicine, biomanufacturing, blood banking and translational science.

The Company announced on 15 October 2026, that it had reached a new agreement with BIO that converts all of the advanced royalty payments made to date to an upfront or milestone non-refundable payment, and to spread the remaining advanced guaranteed payments over the period ending 31 December 2027. The new payment schedule replaces the existing payment schedule announced on 23 February 2026 and is expected to enable the Company to recognise any advance royalties paid as sales revenue in the current period. The new payment schedule aligns the Company’s and BIO’s investment strategy to advance commercialisation and expand US nationwide access to the CIZ1B biomarker blood test, particularly in regions facing a significant lung cancer burden and health disparities.

Details of the Subscription

The Company has conditionally raised £500,000, before expenses, through the issue of the Subscription Shares to the Investor at the Issue Price. The Subscription is conditional, inter alia, upon Admission of the First Tranche becoming effective on or around 30 October 2026 and Admission of the Second Tranche becoming effective on or around 6 January 2027. The proceeds for each tranche of the Subscription will be paid by the Investor ahead of each respective admission.

The Second Tranche is also conditional upon, inter alia, there being no material adverse change in the business, assets or financial condition of the Company, the Company complying with certain undertakings under the Subscription agreement, the Ordinary Shares remaining admitted to listing and trading on the Main Market of the London Stock Exchange, and no insolvency event occurring in relation to the Company.

Accordingly, if the conditions applicable to either tranche are not satisfied, or, if applicable, waived, the relevant tranche will not proceed. The Subscription is not underwritten. The Subscription will result in the issue of 62,500,000 Subscription Shares in aggregate. The Subscription Shares will represent, in aggregate, approximately 12.37% of the enlarged share capital after the admission of the Subscription Shares and the CLN Conversion Shares. The Subscription Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares and therefore rank equally for all dividends or other distributions declared, made or paid after the date of issue of the Subscription Shares.

Under the terms of the Subscription agreement, the Company has agreed that, until completion of the Second Tranche, it will not, without the Investor's prior written consent, incur financial indebtedness or grant security, enter into certain equity financing arrangements with pricing linked to future market prices, or amend or waive its rights or obligations under its agreements with Cizzle Bio Inc.

The Company has also agreed that, for a period of 12 months, it will notify the Investor of any proposed equity fundraising and afford the Investor the opportunity to fund the fundraising in full or participate on the same terms as other investors.

Grant of New Warrants

In connection with the Subscription, the Company has agreed to grant the Investor one warrant over an Ordinary Share for each Subscription Share subscribed for, resulting in the grant of 62,500,000 New Warrants. The New Warrants will be exercisable at 1.2 pence per Ordinary Share and will expire on 1 October 2031. 25,000,000 of the New Warrants are conditional on admission of the Second Tranche Subscription Shares.

Variation to Existing Warrants

The Company has also agreed to vary the terms of the 22,500,000 Existing Warrants previously issued to the Investor. The exercise price for 12,500,000 of the Existing Warrants has been amended from 2 pence to 1.2 pence per Ordinary Share and the exercise price for 10,000,000 of the Existing Warrants has been amended from 2.5 pence to 1.2 pence per Ordinary Share and the expiry date has been extended to 1 October 2031. All other terms of the Existing Warrants remain unchanged.

Conversion of CLNs

The Company has also received a notice to convert £250,000 of CLNs held by the Investor. The Company announced on 2 April 2026 that it had entered into a facility to provide the Company with up to £250,000 through the potential issue of further unsecured convertible loan notes (“Facility Notes”) to the Investor. The Facility Notes were drawn down, at the sole election of the Company, as to £100,000 on 1 May 2026, £100,000 on 1 June 2026 and £50,000 on 1 July 2026. The Facility Notes are convertible at 1.4 pence per Ordinary Share at any time up to 30 October 2026. The Investor has requested the conversion of these CLNs at the time of the Subscription, which will result in the issue of 17,857,143 CLN Conversion Shares. On conversion, the Investor will not hold any CLNs.

Admission and Total Voting Rights

Application will be made for a total of 55,357,143 new Ordinary Shares, comprising the First Tranche Subscription Shares and the CLN Conversion Shares (together, the “New Shares”), to be admitted to trading on the Main Market of the London Stock Exchange and to listing on the FCA Official List ("Admission"). It is expected that the issue of the New Shares will take place, Admission will become effective and that dealings in the New Shares on the Main Market of the London Stock Exchange will commence on or around 30 October 2026. On Admission, the Company will have 480,320,345 Ordinary Shares in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of Ordinary Shares and voting rights will be 480,320,345 and this figure may be used by shareholders from Admission 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.

Commenting, Allan Syms, Executive Chairman of Cizzle Biotechnology, said:

“With our CIZ1B Biomarker test for early lung cancer detection validated in a CLIA accredited laboratory in the USA, the Company now wishes to invest in early adoption and the establishment of a leading position in early lung cancer diagnosis. Once again, I am pleased to announce that our long-standing investor Frazer Lang continues to support the Company in delivering its strategy as a global licensing business. We will continue to bring novel solutions to detect lung cancer at an early stage potentially preventing suffering and saving many lives. I look forward to reporting further progress in due course.”

Commenting, Frazer Lang said:

"I have backed Cizzle for several years because of what the CIZ1B test can do for patients. It has taken longer than any of us expected to reach this point, but the test is now validated and available to physicians in the United States, and the task now is adoption. That needs funding, and I am pleased to provide it. I will continue to support the Company as it builds the commercial base in the US and progresses the opportunities here in the UK."

Enquiries:

Cizzle Biotechnology Holdings plc	Via IFC Advisory
Allan Syms (Executive Chairman)

Allenby Capital Limited (Financial Adviser)	[phone]
John Depasquale (Corporate Finance)
Zeus (Corporate Broker) James Hornigold, Alex Slater (Investment Banking) Nick Searle (ECM)	[phone]
IFC Advisory Limited	[phone]
Tim Metcalfe
Florence Staton

About Cizzle Biotechnology

The CIZ1B biomarker is a naturally occurring variant of the cell nuclear protein CIZ1, which is linked with the preservation of epigenetic integrity. CIZ1B is highly associated with the presence of early-stage lung cancer and can be measured in small quantities of blood. The Company has developed CIZ1B into a non-invasive, cost-effective blood test to help in the early detection of lung cancer. In June 2026, the test was successfully accredited for clinical use in the United States under the Clinical Laboratory Improvement Amendments (CLIA) at OmniHealth Diagnostics, providing a regulated laboratory route to market that enables licensed US healthcare providers to order the test.

Cizzle has entered into commercial royalty-bearing licensing arrangements covering North America and the Caribbean and continues to work with commercial partners and centres of excellence in cancer care to support the adoption of its proprietary diagnostic technologies in the UK and elsewhere.

Cizzle was admitted to the Official List and Main Market of the London Stock Exchange in May 2021. 

For more information, please see https://cizzlebiotechnology.com

You can also follow the Company through its twitter account @CizzlePlc and on LinkedIn.

 

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