Completion of Financing via CLNs

Incanthera PLC

29 September 2026

 

This announcement contains inside information for the purposes of the UK Market Abuse Regulation,

and the Directors of the Company are responsible for the release of this announcement.

29 September 2026

Incanthera plc

("Incanthera", the "Company")

Completion of £355,000 Convertible Loan Note Financing

Issue of Warrants

Incanthera plc (AQSE: INC), a company specialising in developing and supplying innovative technologies for dermatology and oncology, is pleased to announce that it has completed a financing via the issue of unsecured convertible loan notes (the "Convertible Loan Notes" or "CLNs") to a combination of new and existing investors, raising gross proceeds of £355,000 in aggregate.

The proceeds of the CLN financing will be used for general working capital purposes and to advance commercial discussions with iSmart Developments Limited, further to the announcement of 7 September 2026.

The Convertible Loan Notes are unsecured and are convertible into new ordinary shares of 2 pence each in the Company (the "Ordinary Shares") at a conversion price of 2 pence per Ordinary Share, representing a discount of approximately 18 per cent. to the 10-trading-day VWAP of 2.44 pence per Ordinary Share (as of  28 September 2026, being the last practicable trading day before this announcement). The Convertible Loan Notes will be convertible following the Company obtaining sufficient shareholder authorities to allot the Ordinary Shares arising on conversion.

CLN Principal Terms

·    Amount: £355,000

·    Interest rate: 3.75 per cent. per annum, accruing daily and rolled up and compounded annually

·    Maturity: Two years

·    Redemption: The CLNs may become immediately repayable upon defined events occurring

·   Conversion: Principal and accrued interest are convertible into new Ordinary Shares following the Company obtaining the requisite shareholder authorities

·    Conversion price: 2 pence per Ordinary Share

·   Security: The CLNs constitute direct, general and unconditional obligations of the Company and rank pari passu among themselves as unsecured obligations of the Company

In connection with the CLN financing, the Company has also agreed to issue 710,000 warrants over Ordinary Shares (the "Warrants") exercisable at 2 pence per Ordinary Share. If exercised in full, the Warrants would generate gross proceeds of £14,200 for the Company.

The Warrants will be issued once the Company has obtained sufficient shareholder authorities to allot the Ordinary Shares which may be issued pursuant to their exercise.

Stuart Robertson, Chief Executive Officer of Incanthera, commented:

"This small funding round enables the company to repay some of its creditors and most critically helps to fund future transaction costs. As we continue to move away from a marketing sponsored, direct-to-consumer model to our partner led, skincare biotech development and supply model our business is continuing to strengthen as reflected also by the recent movements in our share price and growing interest in supporting the company's transition. I am very confident that this trend is only just starting and we are looking forward to announcing more developments in our business as they continue to mature."

For further information please contact:

Incanthera plc Stuart Robertson, Chief Executive Officer Simon Ward, Chief Scientific Officer	via Vigo Consulting
Cairn Financial Advisers LLP (Aquis Exchange Corporate Adviser) Jo Turner / Liam Murray / Ed Downes	[phone]
Stanford Capital Partners Ltd (Broker) Patrick Claridge / Bob Pountney	[phone]
Vigo Consulting (Financial PR and Investor Relations) Jeremy Garcia / Rozi Morris	[phone]

Notes to Editors

About Incanthera plc

Incanthera is a specialist company focused on innovative technologies in dermatology and oncology. It seeks to identify and develop innovative solutions to current clinical, commercially relevant unmet needs, utilising new technology from leading specialists and academic institutions as well as its in-house development team.

The Company started as a spin-out in 2010 from the Institute of Cancer Therapeutics ("ICT") at the University of Bradford and the company was listed on the Aquis exchange in 2020. Incanthera's strategy is to develop each candidate in its portfolio from initial acquisition or discovery to identifying commercial partnerships at the earliest opportunity in the development pathway.

For more information on the Company please visit: www.incanthera.com / @incantheraplc

About Incanthera's Skincare Portfolio

The Company's skincare offering centres on its flagship brands, skin+CELL and énielle. These cosmetic products leverage proprietary delivery platforms and advanced formulation techniques to integrate scientifically validated bioactive ingredients including bioactive vitamin and protein derivatives into the cosmetic sector. Skin+CELL is positioned as our luxury, clinically-driven skincare brand, merging pharmaceutical enhancement systems with premium cosmetic ingredients to provide high-performance solutions that protect and energise the skin for a radiant appearance. Énielle further expands on this with more natural and organic skincare products, utilising deep scientific foundations to address various consumer needs across multiple categories. All of our products are underpinned by real science and cumulative clinical and customer data.

Developed by experts with significant experience in topical formulations for global pharmaceutical and skincare leading brands, our bioactive technologies focus on reinforcing physiological pathways. These innovative formulations enhance natural repair mechanisms and address critical gaps in skin health. Our skincare portfolio includes dedicated solutions for the face, body, and eyes, including serums and hand care. Looking ahead, the Company continues to innovate with plans for advanced new bioactive SPF products and sophisticated vitamin derivative technologies which combine skincare creams and serums with other skin repair mediums such as hardware and software devices.

About iSmart Developments Ltd

iSmart Developments Ltd is a UK-based medical-device company specialising in the research, design and manufacture of advanced LED phototherapy technology for global beauty, dermatology and medical brands. Its clinically proven, multi-wavelength LED platforms support professional and at-home applications including skin rejuvenation, acne, pigmentation, pain relief and inflammatory skin conditions. iSmart combines technical innovation, product development, manufacturing and regulatory expertise to translate light science into scalable, clinically credible consumer and professional devices.  iSmart recently received an FDA clearance for the latest generation of their LED devices in the United States and recently won a prestigious award in the UK from skin experts testing that same device, beating out multiple leading competing devices for that award.

Forward looking statement disclaimer

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are statements based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

 

END