Share Subscription, Director's Dealing and Update
9 May 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Genflow Biosciences plc
("Genflow" or the "Company")
Genflow Secures £500,000 via a Subscription of Shares,
Director's Dealing and Clinical Progress of Canine Longevity Trial
Introduction
Genflow Biosciences Plc (LSE:GENF) (OTCQB:GENFF) ("Genflow" or "the Company"), is pleased to announce that it has raised gross proceeds of £500,000 (before expenses) via an allotment to Eric Leire of 62,500,000 new ordinary shares of £0.0003 each ("New Ordinary Shares") at an issue price of 0.8 pence (being the bid price as at close of business on 8 May 2025) (the "Issue Price").
The net proceeds of this fundraise will be used to advance a proof-of-concept trial evaluating the safety and efficacy of our therapeutic candidate in aged dogs, potentially being also a key translational model for age-related conditions in humans.
Issuance of the New Ordinary Shares
The Company is currently unable to issue and admit the New Ordinary Shares without either the publication of a prospectus approved by the Financial Conduct Authority ("FCA") or relying upon an exemption to the requirement to issue a prospectus.
Consequentially, this fundraise involves a subscription by Eric Leire, CEO and director of the Company, for the New Ordinary Shares at the Issue Price pursuant to the employee offer exemption under Article 1(4)(i) and 1(5) (h) of the UK Prospectus Regulation.
Following allotment of the New Ordinary Shares, Eric Leire has agreed to direct their issue to an institution, who will immediately sell these New Ordinary Shares at the same Issue Price to a purchaser identified by it (the "Purchaser").
Warrants
Concurrent with the purchase of the New Ordinary Shares, the Purchaser will receive warrants from the Company on a one-for-one basis. These warrants will be exercisable for a period of 36 months at an exercise price of 1.5 pence ("Exercise Price"), subject to adjustment in certain circumstances as set out in the warrant instrument including a reset of the Exercise Price if the Company completes a share issuance (or other transaction granting rights to subscribe for equity securities) during the Exercise Period at a price lower than the Exercise Price.
Total Voting Rights
Application will be made for the 62,500,000 New Ordinary Shares, which will rank pari passu in all respects with the existing Ordinary Shares of the Company, to be admitted to the FCA official list and to trading on the equity shares (transition) category of the Official List maintained by the FCA and to trading on the main market for listed securities of the LSE, which is expected to occur on or around 8.00 a.m. on 15 May 2025 (the "Admission").
Upon Admission, the total number of issued shares and the total number of voting rights in the Company will be 453,547,942.
The above figure of 453,547,942 should 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 FCA's Disclosure Guidance and Transparency Rules.
Clinical Progress of Canine Longevity Trial
Coinciding with the fundraise, Genflow reached a key milestone with the randomization of 24 senior dogs enrolled in its ongoing proof-of-concept clinical trial.
Delivered via intravenous injection, the therapy targets cellular energy metabolism and longevity pathways. Genflow and its partners are conducting the study in accordance with the rigorous scientific protocols, leading animal welfare practices, and a committement to innovation.
The study is designed to evaluate the potential of Genflow's SIRT6 gene therapy to improve muscle function, reduce biological markers of aging, and support overall vitality in senior dogs, potentially uncovering insights that could help extend the quality of life for humans. An overview can be seen below:
· Participants: 24 senior dogs (male and female), aged 10+ years
· Design: Randomized, controlled, dose-escalation trial
· Endpoints: Safety of the gene therapy, Muscle strength and mass, biological age estimation (via pan-mammelian methylation clocks), and overall health indicators
The Company will keep the market informed of future developments as trials proceed.
Eric Leire, CEO of Genflow, commented:
"This investment, without applying any discount, is a strong vote of confidence in our science and our mission to improve aging through innovative biotechnology. With this support, we are well-positioned to accelerate our research and bring us closer to delivering impactful solutions to patients."
UK Market Abuse Regulation (UK MAR) Disclosure
Certain information contained in this announcement would have been inside information for the purposes of Article 7 of Regulation No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) until the release of this announcement. The person responsible for arranging for the release of this announcement on behalf of Genflow Biosciences is Eric Leire, Chief Executive Officer.
Notification of transactions of directors, persons discharging managerial responsibilities or connected persons
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1. |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Eric Leire |
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2. |
Reason for the Notification |
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a) |
Position/status |
PDMR |
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b) |
Initial notification / Amendment |
Initial notification |
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3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Genflow Biosciences plc |
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b) |
LEI |
213800HVOFXRXVEGDN62 |
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4. |
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) |
Description of the Financial instrument, type of instrument |
Ordinary Shares of £0.0003 |
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Identification Code |
GB00BP2C3V08 |
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b) |
Nature of the transaction |
Off Market Allotment
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information: Aggregated volume Price |
62,500,000 Ordinary Shares 0.8 pence per Ordinary Share
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e) |
Dates of the transaction |
8 May 2025
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f) |
Place of the transactions |
London |
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Contacts
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Genflow Biosciences |
Harbor Access |
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Dr Eric Leire, CEO |
Jonathan Paterson, Investor Relations |
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+32-477-495-881 |
+1 475 477 9401 |
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Jonathan.Paterson@Harbor-access.com |
About Genflow Biosciences
Founded in 2020, Genflow Biosciences Plc. (LSE:GENF) (OTCQB:GENFF), a biotechnology company headquartered in the UK with R&D facilities in Belgium, is pioneering gene therapies to decelerate the aging process, with the goal of promoting longer and healthier lives while mitigating the financial, emotional, and social impacts of a fast-growing aging global population. Genflow's lead compound, GF-1002, works through the delivery of a centenarian variant of the SIRT6 gene which has yielded promising preclinical results. Expected to begin in 2025, Genflow's clinical trial aims to explore the potential benefits of GF-1002 in treating MASH (Metabolic Dysfunction-Associated Steatohepatitis), the most prevalent chronic liver disease for which there is no effective treatments. Please visit www.genflowbio.com and follow the Company on LinkedIn and Twitter/X.
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