Placings and Subscription

IXICO plc

31 March 2026

 

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31 March 2026

IXICO PLC

("IXICO" or the "Company")

Proposed Fundraising of up to £10.5 million, comprising a
First Placing of £2.8 million, Subscription of £0.1 million, Second Placing of £7.1 million &
Retail Offer of up to £0.5 million
Notice of General Meeting (including adoption of the 'Non-Employee Sub-Plan')

31 March 2026, IXICO plc (AIM: IXI) - London, UK. 

IXICO, a global leader in neuroscience imaging and biomarker analytics, using its AI-driven platform to help advance drug development in neurological disorders, today announces that it has raised approximately £2.8 million (before expenses) through a conditional placing of new ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") ("First Placing") and £0.1 million through a conditional subscription of new Ordinary Shares by certain directors of the Company ("Subscription"). The Company has also conditionally raised a further approximately £7.1 million (before expenses) by way of a placing of new Ordinary Shares ("Second Placing") that is further conditional on certain proposed changes to the EIS and VCT tax legislation coming into force as described below. The First Placing, the Second Placing (together the "Placings") and the Subscription will be at the issue price of 8 pence per Ordinary Share (the "Issue Price").

The First Placing and Subscription are conditional, amongst other things, on (a) the passing of certain shareholder resolutions at a general meeting of the Company to be held at 11.00 a.m. on 16 April 2026 ("General Meeting"); (b) receipt of assurance from HM Revenue & Customs issued under the Income Tax Act 2007 that, for investors who meet the relevant conditions, an investment in the new Ordinary Shares issued pursuant to the First Placing would qualify for relief from taxation under the enterprise investment scheme regime ("Advance Assurance"); and (c) admission of the new Ordinary Shares to trading on the AIM market of London Stock Exchange plc ("AIM"), expected to be on 17 April 2026 ("First Admission") (the "First Admission Conditions").

The Second Placing is conditional, amongst other things, on (a) the passing of certain shareholder resolutions at the General Meeting; (b) First Admission having occurred; (c) admission of the new Ordinary Shares to be issued pursuant to the Second Placing (the "Second Placing Shares") to trading on AIM; and (d) the changes to the EIS and VCT legislation announced in the Government's Autumn Statement passing into law, such that any investment by VCT or EIS investors in the Second Placing will be a qualifying investment for the purposes of the VCT and EIS legislation (the "Second Admission Conditions").  It is expected that the Second Admission Conditions will be satisfied on or shortly after 17 April 2026 with the admission of the Second Placing Shares expected to be on 20 April 2026 ("Second Admission"), but in any event no later than a longstop date of 19 May 2026.  If the Second Admission Conditions are not satisfied by 19 May 2026, the Second Placing will not complete and the funds relating to it will not be received.

Furthermore, to enable other shareholders of the Company who have not been able to participate in the Placings and Subscription to have an opportunity to subscribe for additional Ordinary Shares, the Company is proposing to raise up to an additional £500,000 (before expenses) by way of a retail offer to its existing shareholders via the Bookbuild Platform (the "Retail Offer"), consisting of up to 6,250,000 new Ordinary Shares at the Issue Price (the "Retail Offer Shares").  A separate announcement will be made shortly regarding the Retail Offer and its terms and conditions.  The Retail Offer is expected to close at noon on 7 April 2026. The Retail Offer Shares are expected to admit as part of the First Admission and completion of the Retail Offer is conditional upon, inter alia, completion of the First Placing and Subscription but the Placings and Subscription are not conditional upon the Retail Offer. For the avoidance of doubt the Retail Offer forms no part of the Placings and Subscription. The Placings, Subscription and Retail Offer are together referred to as the "Fundraising".

The Issue Price equates to a premium of 1.6 per cent. to the closing middle market price of 7.875 pence per Ordinary Share on 30 March 2026 (being the last business day prior to this Announcement).

The Directors intend to use the net proceeds from the Fundraising to develop the IXI™ Platform (including platform integration, automation and standardisation), to invest in the staff needed to sell the IXI™ Platform into partners and to develop the product into an FDA approved software as a medical device.

If any element of the Fundraising does not complete, the proceeds relating to it will not be received and the investment in the three areas of Platform, Partner and Product will be reduced accordingly.  Further details of the proposed use of proceeds are set out in the Circular (as defined below).

Transaction Highlights

·      Placings and Subscription of 124,999,998 new Ordinary Shares at the Issue Price with new and existing investors to raise approximately £10.0 million (before expenses), comprised of:

o  first placing of 35,199,189 new Ordinary Shares with new and existing investors and a subscription for 1,125,000 new Ordinary Shares by certain Directors at the Issue Price to raise approximately £2.9 million (before expenses) in aggregate, conditional on, amongst other things, the satisfaction of the First Admission Conditions; and

o  second placing of 88,675,809 new Ordinary Shares at the Issue Price with new and existing investors to raise approximately £7.1 million (before expenses) conditional on, amongst other things, the satisfaction of the Second Admission Conditions.

·      Retail Offer at the Issue Price to raise up to an additional £0.5 million (before expenses) conditional on the passing of certain shareholder resolutions at the General Meeting and First Admission.

The Placings are being undertaken by Cavendish Capital Markets Limited ("Cavendish").

The Company will shortly be publishing and despatching a Notice of General Meeting and an accompanying circular (the "Circular") containing further details of the Fundraising and the notice of the General Meeting to be held at 11.00 a.m. on 16 April 2026 to, inter alia, approve the resolutions required to implement the Fundraising. Set out below in Appendix 1 is an adapted extract from the Circular. Following its publication, the Circular will be available on the Group's website at https://ixico.com/investors.

Bram Goorden, Chief Executive Officer of IXICO, said:

"IXICO has a clear ambition and strategy to further accelerate growth and unlock the full value of our IXI™ Platform. While maintaining momentum in our core iCRO business, we will further broaden our addressable market through a TechBio model. By enabling third parties to license and integrate our technology, we are creating a more scalable business where the value of our proprietary technology is fully recognised. We believe this approach strengthens our competitive position and drives sustainable, long-term shareholder value."

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under UK MAR. Upon the publication of this Announcement via Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this Announcement is Grant Nash.

For further information please contact:

IXICO plc	[phone]
Grant Nash, Chief Financial Officer James Chandler, Chief Business Officer
Cavendish Capital Markets Limited (Nominated Adviser and Sole Broker)	[phone]
Giles Balleny, Isaac Hooper (Corporate Finance) Nigel Birks (Healthcare Specialist Sales) Harriet Ward (Corporate Broking) Michael F Johnson (Sales)

About IXICO www.IXICO.com

IXICO is a global leader in neuroscience imaging and biomarker analytics, using its proprietary AI-driven platform to help advance the treatment of neurological disorders and reduce the uncertainties associated with drug discovery, development and monitoring.   As a key part of the global neurological disease research community, the Company has built a global reputation and 20-year track record as an end-to-end Imaging Contract Research Organisation (iCRO) working with leading pharma companies, innovative biotechs, disease consortia and non-profit organisations. IXICO has supported hundreds of neurological clinical trials, analysed hundreds of thousands scans and built an expansive network of expert imaging centres around the world.  

The IXI™ Platform is tailor-made for neurological disease, reliably processing data from global trials, precisely measuring key imaging biomarkers associated with the identification, progression and treatment of diseases such as Alzheimer's, Huntington's and Parkinson's.  Image data is interrogated by the IXI™ Platform and IXICO's expert scientists translating complex data into clinically meaningful while minimizing data variability and increasing reproducibility.

Appendix 1 - EXTRACT FROM THE CIRCULAR

Fundraising of up to £10.5 million comprising a
First Placing of 35,199,189 New Ordinary Shares
Subscription of 1,125,000 New Ordinary Shares
Second Placing of 88,675,809 New Ordinary Shares
Retail Offer of up to 6,250,000 New Ordinary Shares
each at an issue price of 8 pence per New Ordinary Share
and
Adoption of the 'Non-Employee Sub-Plan'
and
Notice of General Meeting

1.       Introduction

On 31 March 2026, the Company announced a proposed Fundraising, pursuant to which it proposes to raise, subject to certain conditions, up to £10.5 million (before expenses).

The Board recognises and is grateful for the continued support received from Shareholders and is pleased to offer retail Shareholders the opportunity to participate in the Fundraising through the Retail Offer on the BookBuild Platform to raise a maximum of £0.5 million (assuming full take up of the Retail Offer) through the issue of up to 6,250,000 Retail Shares at the Issue Price. It is expected that the Retail Offer will close at noon on 7 April 2026.

The Fundraising consists of the Placings, the Subscription and the Retail Offer which will raise up to £10.5 million in aggregate (before expenses), assuming full take up of the Retail Offer.

The Fundraising is conditional on, inter alia, Resolutions 1 and 3 being passed by the Shareholders at the General Meeting and, in relation to the First Placing, the Subscription and the Retail Offer, satisfaction of the First Admission Conditions and First Admission becoming effective, and in relation to the Second Placing, the satisfaction of the Second Admission Conditions and Second Admission.

The Directors intend to use the net proceeds from the Fundraising, for the uses set out in paragraph 3, below.

If the Fundraising does not complete, the funds relating to it will not be received and the Company's ability to invest in the three areas of Platform, Partner and Product will be reduced accordingly.

The Issue Price equates to a premium of 1.6 per cent. to the closing middle market price of 7.875 pence per Ordinary Share on 30 March 2026.

The purpose of this Document is to provide you with background information and the rationale for the Proposals. It will explain why the Board considers the Proposals to be in the best interests of the Company and its Shareholders, as a whole, and why the Board unanimously recommends that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this Document, as they intend to do in respect of their beneficial holdings amounting to, in aggregate, 1,261,807 Ordinary Shares as at 30 March 2026 (being the last practicable date prior to the publication of this Document), representing approximately 1.4 per cent. of the Existing Ordinary Shares.

2.       Background and rationale for the Fundraising

IXICO is a global leader in neuroscience imaging and biomarker analytics, using its proprietary AI-driven platform, to help biopharma customers advance disease understanding and drug development for neurological disorders.

Neuroimaging is a key component in neurological clinical trials. Analyses derived from brain scans (such as MRI and PET scans) are the most effective way to identify efficacy and safety signals of a clinical trial's drug or therapy. This enables biopharma companies to advance their therapies through clinical development phases or fail fast. On approval of therapies, there is a further need for precision biomarker analysis to bring new treatments to market and continue to monitor the effectiveness and safety of new medicines through 'post-marketing surveillance'.

To date, the Company has focussed on its iCRO strategy which involves contracting with both biopharmaceutical companies and contract research organisations ("CROs") to use its platform to capture, extract and analyse imaging data. The purpose of the Fundraising is to increase the Company's addressable market opportunity via a 'TechBio' strategy that enables external organisations to directly access IXICO's technology via licensing, technology integration and partnering models. To achieve this, it will need to invest in increasing the level of automation in the platform to allow it to be integrated directly into partner platforms.

Also, as part of moving the platform beyond clinical trials and into the clinic, IXICO intends to invest in developing the platform to be used as a clinical decision support tool and to undertake the regulatory work on an FDA submission to offer 'Software as a Medical Device' (SaMD).

Proprietary Technology Platform

The Company provides advanced neuroimaging solutions, using its technology platform, IXI™, which is tailor-made for precision medicine in neurological disease. Leveraging its proprietary algorithms, the IXI™ platform enables patient eligibility and stratification assessment, monitors treatment effects and safety with high levels of sensitivity. The platform ensures data can be captured from imaging centres anywhere in the world and moved, stored, analysed, and reported on, in a regulatory compliant manner. IXI™ is used to process data from global trials measuring key imaging biomarkers associated with the identification, progression, and treatment of diseases such as Alzheimer's ("AD"), Parkinson's ("PD"), Huntington's ("HD") and other rare neurological diseases.

IXI™ facilitates precision insights by reducing image variability of brain scan upload by automatically checking scan quality and pseudonymising the scan. It then provides validated measures of brain based, disease relevant, biomarkers across the identified brain regions. As many neurological conditions involve the change in volume of specific brain regions or changes in function or biochemical characteristics, this provides the trial sponsor with information on the impact the therapy is having on disease progression.

The approach enables research scientists, using AI, to perform human-expert-equivalent analysis at a faster pace with higher levels of consistency and replicability to support critical R&D decision-making, including insights into patient eligibility, drug safety, drug effect and efficacy.

The constituents of the platform are:

•        An easily accessible modern web interface providing end-to-end image data management, security, reading, analysis, and interpretation.

•        A flexible and highly scalable cloud-based workflow engine enabling integration of complex image analysis workflows and, in future, integration with other systems.

•        Highly differentiated AI algorithms measuring existing and novel biomarkers at scale, with high precision.

•        AI-led accurate assessment of brain pathologies and disease-specific symptoms, identifying over 150 brain structures and quantifying changes in both whole-brain and regional volumes over the time course of a clinical trial.

•        Regional, AI-driven analysis of advanced MRI measures for structure, function, perfusion, biochemistry, and tissue composition, as well as molecular imaging markers.

Deep Neuroscience Expertise

Beyond the power of the technology a key strength is IXICO's exclusive focus on neurological disease, recognised as a biologically complex and challenging disease area with high barriers to entry due to the significant expertise required. By empowering customers to make more informed and confident decisions throughout the clinical development of their therapies, IXICO supports biopharma in their critical decision-making processes that accelerate drug development.

IXICO has supported hundreds of neurological clinical trials, analysed more than 350,000 brain scans in over 40 countries and built an extensive network of over 1,250 expert imaging centres around the world. The Company's team is highly respected in terms of disease area, AI technology and clinical research expertise.

As at 30 September 2025, the Group supported 28 studies for 17 clients worldwide. IXICO employs over 80 people delivering services to a global client base. Of its employees, 27% hold PhDs in scientific disciplines, demonstrating strong expertise in neuroscience.

Delivery on the Innovate, Lead, Scale strategy

Since the Company successfully completed a capital raise in October 2024, it has focused on the execution of its "Innovate, Lead, Scale" strategy outlined in October 2024 which has resulted in a return to revenue growth, evidenced by a 13% year-on-year rise in revenues and a growing order book and pipeline of new contract opportunities reported within its FY 2025 results.

The core deliverables of that strategy were to extend its analytical differentiation in the therapeutic indications of AD and PD (Innovate), increase market visibility of IXICO's offering and capabilities (Lead) and increase operational and commercial reach (Scale).

Neuroscience Market Opportunity

The neuroscience market presents a substantial growth opportunity driven by an increasing unmet clinical need in neurological diseases. Neurological conditions are now the leading cause of disability worldwide and the second leading cause of death, following cardiovascular diseases.

Neuroimaging is a key component in neurological clinical trials. Analyses derived from radiology such as MRI and PET scans are the most effective way to identify signals of efficacy and safety, especially early-on and to enable biopharma companies to advance through development phases or fail fast. The global neuroimaging market size was calculated to be US$37 billion in 2023 and is projected to surpass US$56 billion by 2030 (6% CAGR).¹ As part of that total market, the global clinical trial imaging market is estimated at US$1.23 billion in 2024 and is projected to reach US$1.91 billion by 2030 (7% CAGR).² On approval of therapies, there is a further need for precision biomarker analysis to bring new treatments to market and continue to monitor the effectiveness and safety of new medicines through 'post-marketing surveillance'. As the demand for imaging biomarkers, advancements in imaging technology, personalised medicine, and precision imaging in neurological disorders rises, neuroimaging CROs are well positioned to leverage and capitalise upon these market dynamics.

Accelerated Growth Strategy

The Directors aim to accelerate revenue growth by:

(i)       continuing and extending the penetration of IXICO's services within the clinical trial market via increased service contract wins within the areas of AD, PD, HD and other rare neurological diseases; and

(ii)      increasing the Company's addressable market opportunity via a 'TechBio' strategy that enables external organisations to directly access IXICO's technology via licensing, technology integration and partnering models.

The intention of this strategy is to augment revenue and margin growth associated with its iCRO business with higher-margin, recurring revenue streams in the mid and long term, uncovering currently unrecognised value in the Group's technology.

The accelerated growth strategy, developed to deliver the maximum value from the established IXI™ Platform technology investment, will be focused on adapting the platform to make it suitable to operate on third-party systems (integration, automation and standardisation functionalities) while corporate development and commercial partnership resources will be expanded to maximise integration and commercialisation opportunities with third parties. The key features of the growth strategy are:

•        Extend the use of the IXI™ platform within the wider clinical trial ecosystem.

•        Attain medical device accreditation for the IXI™ platform to extend the use of the IXI™ platform into the clinical diagnosis and healthcare ecosystem.

By delivering on these strategic goals the Company aims to:

•        Leverage third-party partnerships and networks to access new markets.

•        Generate higher margin, recurring licence and subscription revenues.

•        Deliver a business model that relies upon, and highlights, the significant value the Company has developed in its IXI™ platform asset.

IXICO's iCRO business will remain the key revenue generating opportunity in the near to mid-term, however the proposed investment to deliver the TechBio business model has the potential to significantly enhance the utilisation and value of the IXI™ platform and therefore the value of the Company in the mid to long term.

The Directors believe this TechBio strategy will attract enterprise valuations of between four to seven times annual revenues reflecting value being attributed to the Group's platform and higher quality of earnings as compared to a typical CRO enterprise valuation which tends to be a one to three times annual revenues.

iCRO Expansion Strategy

Building on the success on the Innovate, Lead, Scale strategy, IXICO plans to further advance its IXI™ technology to expand its existing service offering. This will be achieved by the continued development and deployment of new neuroimaging biomarker algorithms and associated AI tools; and furthering the successful work conducted in the last 12 months to drive customer reach, market leadership and geographic footprint in the CNS clinical trials space.

TechBio Strategy

The TechBio strategy aims to maximise the potential of the IXI™ platform by partnering and/or licensing the technology to larger, more established companies that operate, adjacent to IXICO, in the contract trial management market, targeting companies providing clinical data management services and contract research organisation services. From this expanded technology-integrated base, IXICO subsequently plans to move into the clinical decision support market, through licences or subscriptions with companies providing medical equipment or services in the clinical setting.

The basis of the TechBio model is to provide IXICO's data analytics capabilities, via the IXI™ Platform, to a range of service providers that have significant access to customers but do not have the image analysis capabilities that IXICO can provide. By adding IXI™ capabilities to their offering, the licence partners benefit from offering a highly valuable set of additional services to their customers.

The benefits for IXICO include extended commercial reach, that the Directors then expect to expand, via closer integration with partner platforms into recurring licensing income. This includes gaining access to markets for which IXICO has the technology framework capabilities but does not currently have the resources to target and realise the full potential of IXI™. Importantly, by making the platform available through third-party providers, IXICO can maximise the value of the platform without needing to significantly expand its in-house operational capacity or carry the risk of entering markets without an established position to build upon.

IXICO has initially identified two market opportunities in which the IXI™ platform could be partnered and licensed to established companies:

•        Clinical Trial Management - licensing technology to large international multi-indication CRO companies and sizable Electronic Data Capture ("EDC") clinical data management service companies.

As a first step towards this opportunity, and a firm precedent indicating industry appetite for the IXI™ platform, IXICO announced on 26 March 2026 that is has entered into a commercial and technology collaboration with Medidata, a Dassault Systèmes brand and leading global provider of clinical trial solutions to the life sciences industry.

The collaboration creates a unique neuroimaging data and analysis offering linking the IXI™ platform and its advanced neuroimaging analytics and biomarker algorithm capabilities, with Medidata's EDC platform to deliver a differentiated, unified user experience for biopharma customers.

The non-exclusive collaboration is expected to provide IXICO with expanded scale, opportunities for technological co-development, greater market reach and an additional route to market beyond IXICO's existing commercial activities.

•        Clinical Decision Support - investment into the IXI™ platform supporting the licensing of the platform into the clinical trial management sector, creates the technology foundation for IXI™ to be used as a clinical decision support tool. The intention is gaining approval for all, or elements of, the IXI™ platform for use as 'Software as a Medical Device' ("SaMD"). IXICO expects to either license the technology or provide it on a subscription basis for installation on third-party manufactures' medical imaging equipment, for example MRI scanners and 'in clinic' decision support tools by medical practitioners.

3.       Use of proceeds

The Directors intend to use the net proceeds from the Placings and Subscription of approximately £10 million, and to the extent additional funds are raised from the Retail Offer, for the following purposes.

IXI^TM platform development (platform integration, automation and standardisation): £6.0 million

•        Platform and algorithm development staff

•        Cloud, consultancy, IP & software costs

•        Data, contract development and IT infrastructure

Partner (partner and sell): £2.0 million

•        Partnership integration staff

•        Corporate development staff

•        Commercial staff

•        Consultancy, key opinion leaders & marketing costs

Product (software as a medical device, quality assurance and FDA approval): £2.0 million

•        Regulatory affairs staff

•        Consultancy, regulatory, insurance, legal, training & conferences

•        Clinical integration software

Of the above use of proceeds, the elements to be funded by the First Placing, Subscription and any proceeds from the Retail Offer (up to £3.4 million in aggregate) are the following:

•        c. £2.0 million on IXI^TM platform automation and further differentiating of analysis pipelines,

•        c. £1.4 million on Corporate Development and Commercial staff, key opinion leaders consultancy and marketing costs.

If the Second Placing does not complete the funds relating to it will not be received and the additional investments planned for the Second Placing funds will not be made.

4.       Current Trading and Prospects

FY 2025 showed the Company's "Innovate, Lead, Scale" strategy is working, generating opportunities for growth, revenue diversification and market differentiation. Relative to FY 2024, revenues increased by 13% to £6.5 million (2024: £5.8 million), gross margin increased to 48.7% (2024: 47.0%) and EBITDA losses reduced to £1.3 million (2024: £1.7 million).

During the period, IXICO supported 23 clients (2024: 25 clients) across 37 projects (2024: 36 projects) within AD, PD, HD and other rare neurological indication clinical trials. In addition, in this same period, the Group delivered 31 contract extension or protocol changes totalling £2.7 million in relation to the projects supported during the year.

The first five months of the year have started well and, as at 31 December 2025, the Company's orderbook has increased to £17.5 million, constituting 28 projects across 17 clients, an increase of 14% on the orderbook at 30 September 2024 (£15.3 million). This well diversified orderbook provides strong revenue visibility across FY 2026 and provides the basis for continued growth in future years.

The Company has completed its first full year of trading on its fully redesigned and redeveloped IXI^TM platform. This platform is highly extensible and, with the proceeds of the proposed capital raise, is well positioned to be adopted by a partnership base that expands the Company's current market opportunity.

As announced on 5 February 2026, the Company has appointed Tanya Voloshen as its Chief Commercial Officer, a highly experienced commercial leader who has worked within the iCRO market for many years, including at IXICO's larger competitors Clario (now part of ThermoFisher) and Perspective.

5.       Related parties' participation

Directors' participation in the Fundraising

As part of the Subscription, certain Directors have agreed to subscribe (either personally or through a nominee) for an aggregate of 1,125,000 New Ordinary Shares at the Issue Price. Details of the New Ordinary Shares for which the Directors have agreed to subscribe (either personally or through a nominee) are set out below:

Name	Title	Number of Existing Ordinary Shares	Number of Subscription Shares subscribed for	Value of Subscription Shares to be subscribed for	Resulting shareholding following Subscription assuming full take up of the Retail Offer
Mark Warne	Chair	72,335	125,000	£10,000	197,335
Bram Goorden	CEO	526,315	937,500	£75,000	1,463,815
Katherine Rogers	NED	52,631	62,500	£5,000	115,131

#    The number of Ordinary Shares presented in this table as being held or subscribed for by Directors refers to the number of Ordinary Shares held or subscribed for by them either personally or through a nominee.

The participation by the Directors referred to above in the Subscription is classified as a related party transaction for the purposes of the AIM Rules. Grant Nash and Dipti Amin, being the Independent Directors, confirm that they consider, having consulted with Cavendish, that the terms of the transaction are fair and reasonable insofar as the Company's Shareholders are concerned.

Substantial shareholders participation in the Fundraising

Each of Octopus Investments and Gresham House Asset Management are Substantial Shareholders, holding 10 per cent. or more of the Existing Ordinary Shares, and have agreed to subscribe respectively for 24,902,332 and 47,515,160 New Ordinary Shares at the Issue Price in the Placings.

The participation by these Substantial Shareholders constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. The Directors consider, having consulted with Cavendish, that the terms of such participation in the Placings are fair and reasonable insofar as the Company's Shareholders are concerned.

6.       Non-Employee Sub-Plan to the IXICO Share Option Plan

Set out at Resolution 2 in the Notice of General Meeting is a resolution to amend the Company's Share Option Plan (the "Plan"). Currently the Plan allows share options to be awarded to employees and Executive Directors of the Company (and other IXICO group companies). The Company proposes implementing a "non-employee sub-plan" to the Plan (the "Non-Employee Sub-Plan") to provide the Company with the appropriate structure to enable it to incentivise key opinion leaders and/or consultants with the opportunity of a long-term stake in the success of the Company. A copy of the updated Plan to include the proposed Non-Employee Sub-Plan and other consequential minor amendments will be available for Shareholders to view at www.IXICO.com from the date of this Document.

7.       Details of the Placings

The Company is proposing to raise approximately £2.8 million before expenses by the issue of the First Placing Shares at the Issue Price to certain Shareholders and new investors, subject to the First Admission Conditions. The First Placing Shares will, when issued, rank pari passu with the Existing Ordinary Shares. In addition, as part of the Second Placing certain Shareholders and new investors have subscribed for Second Placing Shares, which, if the Second Admission Conditions are satisfied, will raise approximately £7.1 million before expenses.

The issue of the First Placing Shares is conditional, inter alia, upon (i) the passing of Resolutions 1 and 3 at the General Meeting, (ii) receipt of Advance Assurance and (iii) upon First Admission becoming effective on the First Admission Date (or such later date as the Company and Cavendish may agree, being not later than the First Admission Long Stop Date). The issue of the Second Placing Shares is further conditional upon, inter alia, (i) the Second Admission Conditions being satisfied and (ii) Second Admission becoming effective on the Second Admission Date (or such later date as the Company and Cavendish may agree, being not later than the Second Admission Long Stop Date).

If the First Admission Conditions are not satisfied by the First Admission Long Stop Date, the First Placing, the Subscription and the Retail Offer will not complete, and no funds will be raised pursuant to the Fundraising. If, following First Admission, the Second Admission Conditions are not satisfied by the Second Admission Long Stop Date, the Second Placing will not complete, and no funds will be raised pursuant to the Second Placing. However, the First Placing, Subscription and Retail Offer are not subject to the Second Admission Conditions.

Under the terms of the Placing Agreement, Cavendish, as agent for the Company has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares and to co-ordinate the offering of the Retail Offer Shares on the BookBuild Platform, in each case at the Issue Price. The Placings are not underwritten.

The Placing Agreement contains customary warranties given by the Company in favour of Cavendish in relation to, amongst other things, the accuracy of the information in this Document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Cavendish (and its affiliates) in relation to certain liabilities which they may incur in respect of the Fundraising.

Cavendish has the right to terminate the Placing Agreement in certain circumstances prior to the First Admission and Second Admission, in particular, in the event of breach of the warranties, the occurrence of a material adverse change in circumstances material to the Fundraising, or if the Placing Agreement does not become unconditional.

The Placing Shares will be allotted and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date on which they are issued.

8.       Details of the Subscription

In addition, the Company has entered into conditional Subscription Agreements with certain of its Directors pursuant to which they will subscribe for 1,125,000 Subscription Shares, proposing to raise approximately £0.1 million, conditional on First Admission.

Please see paragraph 5 above for details of the Directors' participation in the Subscription.

The Subscription is conditional upon (amongst other things) the passing of Resolutions 1 and 3, the Placing Agreement not having been terminated and First Admission occurring on or before 8.00 a.m. on 17 April 2026 (or such later date and/or time as Cavendish and the Company may agree, being not later than the First Admission Long Stop Date).

9.       The Retail Offer

The Company has separately agreed to use the BookBuild Platform to undertake an intermediaries offer of Retail Offer Shares at the Issue Price, to existing retail Shareholders. For the avoidance of doubt, the Retail Offer Shares do not form part of the Placings or Subscription.

In recognition of their continued support to the Company, the Board believes that the Retail Offer provides the Company's longstanding and supportive Shareholders with an opportunity to participate in the Fundraising. The Retail Offer at the Issue Price, for an aggregate of up to 6,250,000 Retail Offer Shares, will raise gross proceeds of up to £0.5 million. Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

The Company has made the Retail Offer to holders of Existing Ordinary Shares only through Intermediaries (as defined below) which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/J1Y94Q/authorised-intermediaries.

Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild Platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

The Retail Offer is and will, at all times, only be made to, directed at and may only be acted upon by, those persons who are shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating Intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

The obligations of the Intermediaries are conditional in all respects upon: (a) the Placing Agreement becoming unconditional in respect of the Retail Offer and not having been terminated in accordance with their terms; and (b) First Admission. It is a term of the Retail Offer that the total value of the Retail Offer Shares available for subscription at Issue Price does not exceed £0.5 million.

The Retail Offer has not been underwritten and has been offered in the United Kingdom under an exception from prohibitions on offers to the public pursuant to Schedule 1 (Part 1) of POATR and under an exemption from the requirement to publish a prospectus under the PRM. The Retail Offer has not been made into any jurisdiction other than the United Kingdom.

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

10.     General Meeting

The Directors do not currently have sufficient authority to allot the New Ordinary Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at the General Meeting.

A notice convening the General Meeting, which is to be held at IXICO plc, 4^th Floor, Griffin Court, 15 Long Lane, London EC1A 9PN at 11.00 a.m. on 16 April 2026, is set out at the end of this Document. At the General Meeting, the following Resolutions will be proposed:

•        Resolution 1, which is an ordinary resolution to authorise the Directors to allot equity securities (as defined in section 560 of the Act) up to a maximum aggregate nominal amount of £1,312,500 in connection with the Fundraising and a further £746,395 pursuant to an ongoing general authority; and

•        Resolution 2, which is an ordinary resolution to authorise the Directors of the Group to adopt the Non-Employee Sub-Plan to the IXICO Share Option Plan; and

•        Resolution 3, which is a special resolution and is conditional on the passing of Resolution 1, to authorise the Directors to issue and allot equity securities (as defined in section 560 of the Act) on a non-pre-emptive basis up to a maximum aggregate nominal amount of £1,312,500 for cash on a non-pre-emptive basis in connection with the Fundraising and a further £223,918 pursuant to an ongoing general authority.

Resolutions 1 and 2 will be proposed as ordinary resolutions. For an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution.

Resolution 3 will be proposed as a special resolution. For a special resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.

For the purposes of section 571(6)(c) of the Act, the Directors determined the Issue Price after consideration of applicable market and other considerations and having taken appropriate professional advice.

11.     Action to be taken

Shareholders are strongly encouraged to appoint the Chair of the General Meeting as your proxy for the General Meeting. This will ensure that your vote will be counted even if attendance at the General Meeting is restricted or you are unable to attend.

You may appoint a proxy by completing, signing and returning the Form of Proxy to the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so that it is received no later than 11.00 a.m. on 14 April 2026.

Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through Equiniti's website at www.shareview.co.uk, and by logging in to your Shareview Portfolio. Once you have logged in, click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes.

For an electronic proxy appointment to be valid, your appointment must be received by Equiniti Limited no later than 11.00 a.m. on 14 April 2026.

Alternatively, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrar, the Company's Registrar, Equiniti Limited (CREST Participant ID RA19), no later than 11.00 a.m. on 14 April 2026.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 11.00 a.m. on 14 April 2026 in order to be considered valid.

The appointment of a proxy will not preclude you from attending the meeting and voting in person should you wish to do so.

If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

Any changes to the arrangements for the General Meeting will be communicated to Shareholders before the General Meeting, including through the Company's website at www.IXICO.com and by announcement via a Regulatory Information Service.

All Resolutions for consideration at the General Meeting will be voted on by way of a poll, rather than a show of hands. This means that Shareholders will have one vote for each Ordinary Share held. The Company believes that this will result in a more accurate reflection of the views of Shareholders by ensuring that every vote is recognised, including the votes of any Shareholders who are unable to attend the General Meeting but who have appointed the Chair as their proxy for the General Meeting.

12.     Recommendation

The Directors believe the Proposals and the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions as they intend so to do in respect of their beneficial shareholdings amounting to, in aggregate, 1,261,807 Ordinary Shares, representing approximately 1.4 per cent. of the Existing Ordinary Shares.

PLACINGS AND SUBSCRIPTION STATISTICS

Issue Price (per share)	8 pence
Number of Existing Ordinary Shares(1)	92,668,598
Total number of First Placing Shares	35,199,189
Total number of Subscription Shares	1,125,000
Gross proceeds of the First Placing and Subscription	£2,905,935
Total number of Second Placing Shares	88,675,809
Gross proceeds of the Second Placing	£7,094,065
Total number of Placing Shares and Subscription Shares as a percentage of the Enlarged Share Capital(2)	55.8%
Maximum gross proceeds of the Placings and Subscription	£10 million
Enlarged Share Capital following the Fundraising(2)	223,918,596

⁽¹⁾             as at 30 March 2026, being the last practicable Business Day prior to the publication of this Document

⁽²⁾             on the assumption that the Retail Offer is fully subscribed

RETAIL OFFER STATISTICS

Issue Price (per share)	8 pence
Number of Retail Offer Shares	up to 6,250,000
Maximum gross proceeds of the Retail Offer(1)	up to £0.5 million
Retail Offer Shares as a percentage of the Enlarged Share Capital*	up to 2.8%

⁽¹⁾              on the assumption that the Retail Offer is fully subscribed

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2026
Announcement of the Placings and the Subscription and publication and posting of this Document	31 March 2026
Announcement of the Retail Offer	7.01 a.m. on 31 March 2026
Announcement of the results of the Retail Offer	1.00 p.m. on 7 April 2026
Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via, the CREST system and Proxymity	11.00 a.m. on 14 April 2026
General Meeting	11.00 a.m. on 16 April 2026
Announcement of result of General Meeting	16 April 2026
Expected First Admission effective and dealings in the First Placing Shares, Subscription Shares and Retail Offer Shares expected to commence on AIM (subject to the First Admission Conditions)	8.00 a.m. on 17 April 2026
CREST accounts credited in respect of the First Placing Shares, Subscription Shares and Retail Offer Shares to be held in uncertificated form (subject to First Admission)	8.00 a.m. on 17 April 2026
Where applicable, expected date for dispatch of definitive share certificates in respect of the First Placing Shares, Subscription Shares and Retail Offer Shares to be held in certificated form	within 10 Business Days following First Admission
First Admission Long Stop Date	8.00 a.m. on 17 May 2026
Expected Second Admission (subject to satisfaction of the Second Admission Conditions)	8.00 a.m. on 20 April 2026
CREST accounts credited in respect of the Second Placing Shares to be held in uncertificated form (subject to Second Admission)	8.00 a.m. on 20 April 2026
Where applicable, expected date for dispatch of definitive share certificates in respect of the Second Placing Shares to be held in certificated form	within 10 Business Days following Second Admission
Second Admission Long Stop Date	8.00 a.m. on 19 May 2026

(i)         Each of the times and dates above are indicative only and are subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

(ii)        References to times in this Document are to London time (unless otherwise stated).

(iii)       Events listed in the above timetable after the General Meeting are conditional on the passing at the General Meeting of the Resolutions.

DEFINITIONS

The following definitions apply throughout this Document unless the context otherwise requires:

Act	the Companies Act 2006 (as amended)
Admission(s)	First Admission and Second Admission (as applicable)
Advance Assurance	assurance from HM Revenue & Customs issued under the ITA in a form and on terms satisfactory to Cavendish that, for investors who meet the conditions, an investment in the First Placing Shares would qualify for relief from taxation under the enterprise investment scheme regime
AIM	the market of that name operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange from time to time
BookBuild Platform	a technology platform providing issuers and their advisers access to primary capital markets deals and is owned BB Technology Ltd, a private limited company incorporated in England and Wales with registered number 13508012
Business Day	a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England
Cavendish	Cavendish Capital Markets Limited registered in England and Wales with company number 06198898 and having its registered office at 1 Bartholomew Close, London EC1A 7BL
certificated form or in certificated form	an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST)
Company or IXICO	IXICO plc, a company incorporated and registered in England and Wales under the Companies Act 2006 with registered number 03131723
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
CREST Manual	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST Courier and Sorting Services Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since) as published by Euroclear
CREST member	a person who has been admitted to CREST as a system-member (as defined in the CREST Manual)
CREST participant	a person who is, in relation to CREST, a system-participant (as defined in the CREST regulations)
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
CREST sponsor	a CREST participant admitted to CREST as a CREST sponsor
CREST sponsored member	a CREST member admitted to CREST as a sponsored member
Directors or Board	the directors of the Company, or any duly authorised committee thereof
Document	this Document which, for the avoidance of doubt, does not comprise a prospectus (under the PRM) or an admission document (under the AIM Rules)
Enlarged Share Capital	the entire issued share capital of the Company following completion of the Fundraising
Equiniti	Equiniti Limited, registered in England and Wales with company number 06226088 and having its registered office at Highdown House, Yeoman Way, Worthing, West Sussex BN99 3HH
EU	the European Union
Euroclear	Euroclear UK & International Limited, the operator of CREST
Existing Ordinary Shares	the 92,668,598 Ordinary Shares in issue at the date of this Document, all of which are admitted to trading on AIM
FCA	the UK Financial Conduct Authority and any successor entity
First Admission	admission of the First Placing Shares, the Subscription Shares and the Retail Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules, all subject to the First Admission Conditions
First Admission Conditions	the conditions set out in the Placing Agreement for allotment and issue of the First Placing Shares, Subscription Shares and Retail Offer Shares being, inter alia, the passing of Resolutions 1 and 3, and receipt of the Advance Assurance
First Admission Date	17 April 2026, or such later date as the Company and Cavendish may agree in writing, being in any event, not later than 8.00 a.m. on the First Admission Long Stop Date
First Admission Long Stop Date	17 May 2026
First Placing	the placing of the First Placing Shares pursuant to the Placing Agreement
First Placing Shares	the 35,199,189 new Ordinary Shares to be allotted and issued by the Company pursuant to the First Placing
Form of Proxy	the form of proxy for use in connection with the General Meeting which may be requested
FSMA	the Financial Services and Markets Act 2000 (as amended)
Fundraising	the Placings, Subscription and the Retail Offer
General Meeting	the general meeting of the Company to be held at IXICO plc, 4th Floor, Griffin Court, 15 Long Lane, London EC1A 9PN at 11.00 a.m. on 16 April 2026 (or any adjournment of that general meeting), notice of which is set out at the end of this Document
Group	the Company and its subsidiaries
Independent Directors	Grant Nash and Dipti Amin
Intermediaries	broker or wealth manager to an eligible retail Shareholder in the Retail Offer and "Intermediary" shall mean any one of them
ISIN	International Securities Identification Number
Issue Price	8 pence per New Ordinary Share
ITA	UK Income Tax Act 2007
IXITM Platform	the Company's GCP and 21 CFR Part 11 compliant end to end platform which delivers centralised imaging services
London Stock Exchange	London Stock Exchange plc
MAR	the UK version of the Market Abuse Regulation ((EU) No 596/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time
Money Laundering Regulations	the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Criminal Justice Act 1993 and the Proceeds of Crime Act 2002
New Ordinary Shares	the new Ordinary Shares to be issued pursuant to the Fundraising
Non-Employee Sub-Plan	the Non-Employee Sub-Plan to the IXICO EMI Share Option Plan 2024 to enable the Company to award share options to key opinion leaders and/or consultants
Notice of General Meeting	the notice convening the General Meeting which is set out at the end of this Document
Ordinary Shares	ordinary shares of £0.01 each in the capital of the Company
Placees	the subscribers for the Placing Shares pursuant to the Placings
Placing Announcement	the Regulatory Information Service announcement of the Company announcing the Fundraising
Placing Agreement	the agreement entered into between the Company and Cavendish in respect of the Placings and Retail Offer dated 31 March 2026, as described in this Document
Placing Shares	the First Placing Shares and the Second Placing Shares
Placings	the First Placing and the Second Placing
POATR	the Public Offers and Admissions to Trading Regulations 2024
PRM	the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook
Proposals	the Fundraising and adoption of the Non-Employee Sub-Plan
Qualifying Holding	means a qualifying holding for the purposes of Chapter 4 of Part 6 of ITA
Registrar	Equiniti Limited
Regulatory Information Service	a service approved by the London Stock Exchange for the distribution to the public of AIM announcements and included within the list on the website of the London Stock Exchange
Resolutions	the resolutions as set out in the Notice of General Meeting
Restricted Jurisdiction	each and any of Australia, Canada, Japan the Republic of South Africa or the United States and any other jurisdiction where the Fundraising would breach any applicable law or regulations
Retail Offer	means the retail offer to be made by the Company on the day of the Placing Announcement via the BookBuild Platform to retail investors situated in the United Kingdom to subscribe for Retail Offer Shares at the Issue Price
Retail Offer Shares	up to 6,250,000 new Ordinary Shares being made available pursuant to the Retail Offer
Shareholders	holders of Ordinary Shares
Second Admission	admission of the Second Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules, subject to the Second Admission Conditions
Second Admission Conditions	the conditions set out in the Placing Agreement for allotment and issue of the Second Placing Shares being, inter alia, the passing of Resolutions 1 and 3, and receipt of the VCT Opinion Letter
Second Admission Date	20 April 2026, or such later date as the Company and Cavendish may agree in writing, being in any event, not later than 8.00 a.m. on the Second Admission Long Stop Date
Second Admission Long Stop Date	19 May 2026
Second Placing	the conditional placing of the Second Placing Shares pursuant to the Placing Agreement and conditional satisfaction of the Second Admission Conditions
Second Placing Shares	the 88,675,809 new Ordinary Shares to be allotted and issued by the Company pursuant to the Second Placing
Securities Act	the United States Securities Act of 1933, as amended
Subscribers	each of Bram Goorden, Mark Warne, and Katherine Rogers, being persons who have subscribed for the Subscription Shares pursuant to the Subscription Agreements
Subscription	the conditional Subscription by the Subscribers for the Subscription Shares at the Issue Price made on the terms and subject to the conditions set out in the Subscription Agreements
Subscription Agreements	the conditional agreements entered into between the Company and each of the Subscribers, relating to the Subscription
Subscription Shares	the 1,125,000 New Ordinary Shares to be issued pursuant to the Subscription subject to, inter alia, the passing of Resolutions 1 and 3
Substantial Shareholders	Octopus Investments and Gresham House Asset Management
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
Uncertificated or Uncertificated form	recorded on the relevant register or other record of the shares or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
US Person	has the meaning given in the Securities Act
VCT Opinion Letter	the opinion letter issued by Philip Hare Associates confirming that an investment in the Company would, subject to the investor's status as a venture capital trust, constitute a qualifying holding for the purposes of Part 6 of the Income Tax Act 2007 (as amended by the Finance Act 2025-26) and would be regarded as "eligible shares" as defined in section 285(3A) of that Act
voting rights	means all voting rights attributable to the share capital of the Company which are currently exercisable at a general meeting
£ and p	United Kingdom pounds sterling and pence respectively, the lawful currency of the United Kingdom

Appendix 2 - Important Notices

Neither this Announcement, nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"). Neither this Announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may also be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or a solicitation of any offer to acquire, purchase or subscribe for, securities of the Company.

The new Ordinary Shares have not been, nor will be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities laws of any state or jurisdiction of the United States, and may not be offered or sold within the United States to, or for the account or benefit of, US person (as that term is defined in Regulation S under the US Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and such other applicable state securities laws. Accordingly, the new Ordinary Shares are being offered hereby only outside the United States in reliance upon Regulation S under the US Securities Act in offshore transactions.

No representation or warranty, express or implied, is made by the Company or Cavendish as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Fundraising, First Admission and Second Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued).

Forward-Looking Statements

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company.

All statements other than statements of historical facts included in this announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, cashflows, synergies, economic performance, indebtedness, financial condition, dividend policy and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, some of which are outside of the Company's influence and/or control.

Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, amongst others, economic and business cycles, competition in the Company's principal markets, acquisitions or disposals of businesses or assets, changes in government and other regulation, changes in political and economic stability and trends in the Company's principal industries. Due to such uncertainties and risks, undue reliance should not be placed on such forward-looking statements, which speak only as of the date of this announcement.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. No statement in this announcement is intended to be a profit estimate or profit forecast. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Neither the Company nor its Directors nor any person acting on its or their behalf expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation.

The new Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM.

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 price and value of securities can go down as well as up. Past performance is not a guide to future performance.

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1Coherent Market Insights 2024 https://www.biospace.com/press-releases/neuroimaging-market-size-to-reach-usd-56-58-billion-by-2030

2Grand View Research. Clinical Trial Imaging Market (2025-2030) https://www.grandviewresearch.com/industry-analysis/clinical-trial-imaging-market

 

END