Acquisition of FirstAida and Board Appointment

Ingenta PLC

06 August 2026

 

6 August 2026

Ingenta plc

("Ingenta" or the "Company")

Acquisition of AI-driven business FirstAida Limited and Board Appointment

Ingenta plc (AIM: ING), a leading provider of software and services to the publishing and media industries, is pleased to announce the acquisition of up to 100% of FirstAida Limited ("FirstAida") and the appointment of Dr Dan Brown to the Board as a Non-Executive Director effective immediately.

Highlights

●   Acquisition of an initial 24.9% equity stake in FirstAida ("Initial Stake"), an AI-driven business complementary to Ingenta's existing IP and rights management offering

●   Consideration for the Initial Stake to be satisfied through the transfer of 587,930 existing Ordinary Shares in the Company held in treasury and the issue of 210,131 new Ordinary Shares in the Company, comprising in aggregate 798,061 Ordinary Shares in the Company (the "Initial Consideration Shares")

●   Company option to acquire the remaining 75.1% of FirstAida's equity ('Remaining Stake') subject to performance targets ("Remaining Consideration"), through the issue of 1,958,876 new Ordinary Shares in the Company ("Remaining Consideration Shares")

●   Further deferred consideration to be payable 6 months from exercise of Company option to acquire 100% ownership of FirstAida should contracted revenues of FirstAida at that point exceed £500,000, through the issue of 175,000 further new Ordinary Shares in the Company for every each amount of £200,000 by which contracted revenues of FirstAida exceeds £500,000, up to a maximum of 875,000 new Ordinary Shares ('Deferred Consideration Shares') should contracted revenues of FirstAida exceed £1,500,000 ('Deferred Consideration')

●   Consideration payable for the Initial Stake and the Remaining Stake represents approximately £1.8 million based on Ingenta's share price immediately prior to this announcement. Maximum consideration including the Deferred Consideration would represent approximately £2.3 million on the same basis, equivalent to 1.5 times contracted revenues of FirstAida at that time.

●   Strong strategic fit, extending Ingenta's capabilities into AI-led IP infringement investigation while creating significant cross-selling opportunities

●   Dr Dan Brown, founder of FirstAida and Entrepreneur in Residence at University College London, joins Ingenta's Board as Non-Executive Director

Acquisition of FirstAida

The Board is pleased to announce the acquisition of an initial 24.9% shareholding in FirstAida in exchange for the issue of the Initial Consideration Shares to Management Refined Limited ("MRL"), which is the current sole shareholder of FirstAida. Dr Dan Brown is the sole shareholder of MRL. The transaction values the Initial Stake at £0.5 million based on Ingenta's share price immediately prior to this announcement.

The Company has the unilateral right to acquire the remaining 75.1% of the shares in FirstAida to take full ownership between 9 and 15 months from the date of the transaction in exchange for the issue of the Remaining Consideration Shares. Based on Ingenta's share price immediately prior to this announcement, the value of this additional stake would amount to a further £1.2 million. The right to acquire the remaining 75.1% stake is contingent on FirstAida achieving annualised recurring revenues of at least £375,000 per annum over the next 15 months, but the Company can elect to waive this condition at its discretion.

Further Deferred Consideration will be payable by the Company 6 months from the date when it chooses to exercise its rights to acquire the Remaining Shares should contracted revenue for FirstAida exceed £500,000 up to a maximum of £1,500,000, with 175,000 Deferred Consideration Shares being issued for each £200,000  by which contracted revenue at that point exceeds £500,000. The maximum Deferred Consideration Shares which may be issued by the Company under this arrangement would be 875,000 new Ordinary Shares in the Company. Based on Ingenta's share price immediately prior to this announcement, the maximum value of the Deferred Consideration would amount to £0.6 million.

Taking into account the Initial Consideration Shares, the Remaining Consideration Shares and the maximum Deferred Consideration Shares, the total number of Ordinary Shares which would be paid in consideration for FirstAida would be 3,631,937, comprising 587,930 Ingenta Shares transferred from treasury and 3,044,007 new Ordinary Shares in the Company, with a maximum value based on Ingenta's share price immediately prior to this announcement of £2.3 million.

The Initial Consideration Shares, Remaining Consideration Shares and Deferred Consideration Shares will be subject to lock-in arrangements.

Development and activities of FirstAida

Over the past three years, FirstAida has developed a set of agentic AI-based legal software and services. FirstAida was founded by serial entrepreneur Dr Dan Brown, founder of Meganexus Ltd, a SaaS-based provider of software and services to Governmental and other organisations which was acquired by NEC in January 2026.

FirstAida has created a suite of AI-based legal software and services which is adjacent to Ingenta's existing IP management suite. The Company's current products (including Folio and Conchord) allow rights distributors such as specialist publishers or record labels to manage all aspects of contract creation, rights management and sales and royalty calculation as well as facilitating the relevant royalty payments to the underlying authors, musicians, artists and other IP holders who originally owned the content. What Ingenta does not provide at present is a way for rightsholders to effectively investigate cases of potential IP abuse. These complementary services have been created and are being rolled out by FirstAida.

The distributors of publishing rights, for example large corporations engaged in academic and educational publishing; the organisations which create and manage standards data and patents; and copyright holders of music, video and gaming content, are all suffering from illegal copying and redistribution, as well as the unauthorised training of third-party AI agents on their data to enhance the accuracy and value of those AI agents to the companies promoting them.

In recent years, several large publishers have launched actions against such unauthorised AI training activity and other rights infringements, and have secured substantial financial settlements from the AI operators. Many rightsholders within these markets are progressively seeking to identify such usage in order to prevent it or to ensure they are properly compensated, but the costs of investigating abuse and pursuing those in breach of the usage terms are beyond the resources of all but the very largest firms.

FirstAida also offers a broader range of AI-based support services to legal firms and their clients in the areas of contracts management and assessment of judgements and damages, and has significant scope for further market expansion based on its existing software and services.

FirstAida is aiming its services at smaller and mid-sized rights holders and their legal advisers in the professional, legal and academic publishing, standards and patents, music and gaming markets. FirstAida's target market is well aligned with Ingenta's current customer base.

Profile and operations of FirstAida

As an early-stage company, FirstAida currently has minimal revenues and its assets consist of the agentic AI software. Its business model is to charge recurring revenues to publishing and legal advisory customers and it is expected to start to generate revenues from this source in H2 2026.

FirstAida management is based in the UK, with a software and service team in Pune, India.

Rapid expansion of the business is expected as it achieves customer traction, its revenues begin to grow and the business scales up. Dr Brown has entered into financing arrangements to fund the working capital required to support this growth up to a maximum of £400,000 by way of interest-free non-recourse loans which would cease to be repayable to Dr Brown on the acquisition by the Company of the Remaining Shares, with further loans of up to £400,000 to be provided in a repayable and interest-bearing basis by mutual agreement.

Issue of Equity, Admission and Total voting rights

The Initial Consideration Shares are to be issued by way of transfer of 587,930 existing Ordinary Shares currently held in Treasury ('the Transfer') and the issue of a further 210,131 new Ordinary Shares ('the Issue'). Application has been made for the 210,131 new Ordinary Shares to be admitted to trading on AiM on Monday 10 August 2026 ('Admission'). The Transfer will also complete on 10 August 2026.

Following the Transfer and Admission, no Ordinary Shares will remain in Treasury and the total number of Ingenta Ordinary Shares in issue and total voting rights will be 15,308,256. This figure may be used by shareholders 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.

The Company will make a further announcement regarding the issue of any Remaining Consideration Shares and Deferred Consideration Shares in due course.

Appointment of Dr Dan Brown as a Non-Executive Director of Ingenta

As Entrepreneur in Residence at University College London (UCL)'s Computer Science department, Dr Brown has been instrumental in numerous spin-outs from UCL. Amongst these is Meganexus, a highly successful provider of secure software which was acquired in January 2026 by NEC.

Dr Brown brings a wealth of experience in starting and scaling SaaS software businesses, as well as specific knowledge of the IP-related issues of concern to the broad groups of customers who are Ingenta's target market. He brings with that a deep understanding of how AI technology can be deployed to provide highly valuable services to deal with those issues.

The Board looks forward to benefiting from the broader input he will be able to provide to Ingenta's development following his appointment as Non-Executive Director, in addition to his main focus in developing and expanding FirstAida.

Date for release of Interim results to 30 June 2026

The Company expects to announce unaudited results for the 6 months ended 30 June 2026 on 23 September 2026. Further updates on FirstAida will be provided at the same time.

Scott Winner, Chief Executive Officer, commented:

"AI is becoming an increasingly important part of Ingenta's product strategy and future growth.

"Our existing software already supports the sale and management of AI training rights, including the royalty flows that result from those rights. This transaction is a further step in that direction, giving Ingenta exposure to capabilities that could help rightsholders better identify when those rights may have been violated.

"The staged structure is important. It allows Ingenta to participate in a relevant adjacent opportunity while linking any move to full ownership to recurring-revenue progress."

Dr Brown, said:

"I am delighted to join Ingenta as Non-Executive Director and to take this significant step forward with the integration of FirstAida into the Group. FirstAida's AI-driven solutions address critical challenges in the contracts, IP and rights management space, offering innovative tools to protect and monetise intellectual property. By combining FirstAida's cutting-edge technology with Ingenta's established expertise and customer base, I believe we are uniquely positioned to deliver transformative solutions to our clients. I look forward to working closely with the Ingenta team to unlock new opportunities for Ingenta and drive meaningful growth for the business."

Additional information pursuant to Schedule Two of the AIM Rules for Companies, paragraph (g)

The following additional information is provided with regards to the appointment of Dr Dan Brown, aged 59, in accordance with Rule 17 and Schedule 2(g) of the AIM Rules for Companies:

Current directorships/partnerships:	Former directorships/partnerships (within the last five years):
FirstAIDA Ltd	Meganexus Ltd
Banking Science Limited	Meganexus India Private Ltd
Glumley Limited	Exemplas Limited
Quantemol Limited	Exemplas Holdings Limited
Storegene Limited	Storegenomics Ltd
Stochastico Limited	Sequation Holdings Limited
Open Care Platform Ltd
Management Refined Ltd
Sanctum FI LLP
Financial Science Holdings Ltd
AI Refined Ltd
AI Refined India Private Ltd

Following the issue of the Initial Consideration Shares, Dr Brown will hold a total beneficial interest in 1,541,345 Ordinary Shares, which includes 687,500 Ordinary Shares held by Stochastico Ltd, a person closely associated (PCA) with Dr Brown, representing, in aggregate, approximately 10.1 per cent. of the Company's total voting rights following the Transfer and Issue.

Dr Brown has entered into a letter of appointment with the Company under which he will receive annual fees of £40,000 per annum. The appointment will continue unless and until terminated by either party on one month's written notice and will be subject to retirement and re-election in accordance with the Company's articles of association.

There are no further disclosures required under Rule 17 and Schedule 2(g) of the AIM Rules for Companies.

Certain of the information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

ENDS

For further information please contact:

Cavendish Capital Markets Limited Callum Davidson / Trisyia Jamaludin	Tel: [phone]
Camarco (Financial PR) Tom Huddart / Tilly Butcher / Kirsty Duff [e-mail]	Tel: [phone]

Notes to Editors:

Ingenta, founded in 1998 and headquartered in Oxford, UK, with offices in North America, is a world-leading provider of business publishing software and services for the global media and publishing industries. Serving over 400 publishers and content providers and more than 25,000 institutions in 170+ countries, Ingenta delivers highly configurable SaaS-based solutions for its clients. With a team of over 150 employees and decades of industry expertise, Ingenta's platforms host more than 5 million articles and 16,000 publications, empowering publishers and content providers in the standards and patents, music, gaming and media markets to thrive in a rapidly evolving digital landscape. For more information visit: https://www.ingenta.com.

 

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