Fundraising, Posting of Circular & Notice of GM

Oxford BioDynamics PLC

10 August 2026

 

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ("MAR").  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INFORMATION WILL NO LONGER CONSTITUTE INSIDE INFORMATION.

OXFORD BIODYNAMICS PLC

Placing to raise £9.15 million

Issue of Warrants

Posting of Circular to Shareholders

and

Notice of General Meeting

Oxford, UK - 10 August 2026 - Oxford Biodynamics Plc (AIM: OBD), the international biotechnology company advancing personalised healthcare through precision clinical diagnostic tests and EpiSwitch® Orion, its cloud-based 3D genomics platform for pharma and biotech partners, announces that it has conditionally raised £9.15 million (before fees and expenses) pursuant to a placing of 9,150,000,000 new ordinary shares of £0.001 each in the capital of the Company (the "Placing Shares") with new and existing institutional and other investors (the "Placing"). The Placing is being carried out at an issue price of £0.001 per ordinary share of £0.001 each in the capital of the Company (the "Issue Price").

Key features of the Placing

·    The net proceeds of the Placing will be applied to supporting the Company's commercial priorities:

-  Platform partnerships: launching the EpiSwitch® Orion platform through a defined commercial structure, comprising multiple pilot projects together with at least one validation and customisation project;

-  PSE: continued growth through the Company's existing commercial model, while pursuing a US distribution, licensing or commercial partnership, and initiating a pilot study within the UK NHS, focused on distinguishing aggressive from indolent prostate cancer;

-  CiRT: establishing a partner-funded evidence programme to support clinical adoption, reimbursement and licensing, and initiating a pilot study within the UK NHS on use of the test in monitoring response to treatment; and

-  Pipeline assets: completing the current blinded colorectal cancer study with a global healthcare partner, and using its results to determine the preferred licensing and development route for EpiSwitch® NST.

·    The net proceeds of the Placing, together with the revenue and other operating income that the Company expects to generate over the relevant period through platform services, test sales and potential partnerships, collaborations, licensing or platform deals, are expected to provide the Company with at least twelve months of working capital.

·    The Issue Price of £0.001 per Placing Share represents a discount of 9.1 per cent. to the closing mid-market price on 7 August 2026 of £0.0011 per existing ordinary share of £0.001 each in the capital of the Company ("Ordinary Share"), being the latest practicable date prior to the announcement of the Placing.

·    The Placing Shares will represent approximately 68.1 per cent. of the Company's issued ordinary share capital as enlarged by the Placing Shares ("Enlarged Ordinary Share Capital") and will be issued fully paid and ranking pari passu in all respects with the existing Ordinary Shares in issue.

·    In connection with the Placing, the Company will issue warrants to OAK Securities, a trading name of Merlin Partners LLP ("OAK Securities") and Singer Capital Markets Securities Limited (together, the "Joint Brokers") to subscribe for, in aggregate, up to 260,850,000 new Ordinary Shares at the exercise price of £0.002 per warrant (the "Warrants").

·    Certain directors and persons discharging managerial responsibilities ("PDMRs") intend to participate in the Placing by subscribing for 455,000,000 Placing Shares at the Issue Price. Martin Diggle, a non-executive director of the Company, is the co-founder of Vulpes Investment Management, and Chairman and director of the Vulpes Life Sciences Fund. Vulpes Investment Management has agreed to subscribe for 500,000,000 Placing Shares at the Issue Price. Further details of which are set out under 'Related Party Transactions' below.

The Placing is conditional upon, amongst other things:

·    the approval by shareholders of the Company ("Shareholders") of resolutions to be proposed at a general meeting of the Company which will take place at 3140 Rowan Place, John Smith Drive, Oxford Business Park South, Oxford, OX4 2WB, UK at 10.00 a.m. on 26 August 2026 (the "General Meeting") to approve the issue and allotment of the Placing Shares on a non-pre-emptive basis and the grant of subscription rights under the Warrants (together, the "Resolutions");

·    the placing agreement dated today's date between: (i) Singer Capital Markets Advisory LLP; (ii) Singer Capital Markets Securities Limited ("SCMS"); (iii) OAK Securities; and (iv) the Company (the "Placing Agreement"), not having been terminated prior to admission of the Placing Shares; and

·    admission of the Placing Shares to trading on AIM.

The Resolutions must be passed by Shareholders at the General Meeting in order for the Placing and the issue of the Warrants to proceed. The Placing has not been underwritten. A circular (the "Circular") containing details of the Placing and the Warrants and the notice of the General Meeting is expected to be posted to Shareholders today and will include instructions on how to vote at the General Meeting. A copy of the Circular will be available on the Company's website later today.

The Company requires immediate additional funding in order to continue its operations. Notwithstanding the progress made across the business, no non-dilutive transaction has yet been secured, and, in the absence of the Placing, the Company's existing cash resources are expected to be exhausted by early September 2026. If the Resolutions were not to be passed (or the Placing were not to complete for any reason), the Company would be required urgently to seek alternative funding arrangements in order to continue to operate or, if these were not forthcoming, to seek a sale of the business or its orderly wind-up.

Richard Compton, Chief Executive Officer of Oxford Biodynamics, said:

"Since joining as CEO at the end of June, I have been encouraged by the strength of the science and the scale of the opportunity in front of us. We have refreshed our commercial strategy around four clear routes to revenue - platform services, national healthcare and sovereign programmes, pharma programmes and diagnostic partnerships - built on almost two decades of investment in our EpiSwitch® platform and knowledgebase. This Placing will provide the working capital to execute that strategy, building on the continued growth in PSE test sales and last month's first commercial agreement for EpiSwitch® Orion, and I am grateful for the continued support of our shareholders."

Extracts from the Circular

Letter from the Non-Executive Chairman

Background to and reasons for the Placing

In November 2025, the Company completed a fundraising of £7 million (before fees and expenses) at an issue price of £0.003 per Ordinary Share. The stated purpose of that fundraising was to support the Company's working capital as sales revenues increased, alongside the anticipated completion of a non-dilutive transaction in the form of a distribution, out-licensing or partnership agreement relating to one or more of the Company's tests.

Since November 2025, the Company has continued to grow direct sales of the EpiSwitch® Prostate Cancer Detection ("PSE") test, with monthly orders and cumulative test volumes both increasing as further US clinics and healthcare groups have been onboarded. However, a transaction securing significant non-dilutive funding has not yet been completed.

On 30 June 2026, the Company announced the appointment of Richard Compton as Chief Executive Officer. Richard Compton has 25 years of commercial leadership experience across research, pharma, genetics, clinical and government-funded genomics programmes, and has previously built and scaled commercial organisations within two of the world's leading genomics companies.

Prior to joining the Company, Richard Compton joined Illumina in 2013, latterly as VP & GM EMEA, where he was involved in building the regional EMEA business from approximately $285 million to approximately $600 million over three and a half years, including leading the negotiation of the Genomics England 100,000 Genomes Project agreement, reported at a value of approximately $131 million, and a programme supporting deCODE's sequencing of over 60,000 of the Icelandic population. He subsequently joined Oxford Nanopore Technologies as an early, foundational commercial hire, as SVP Sales & Commercial Operations, where commercial revenues grew from approximately £4 million to more than £200 million, including a $68 million, three-year Emirati Genome Programme contract.

Following his appointment as Chief Executive Officer of the Company, Richard Compton has led a refresh of the Company's commercial strategy, moving the business from a focus predominantly on growing test sales towards a broader set of partnership-led revenue routes built around the Company's EpiSwitch® platform, its 3D genomic knowledgebase and its proprietary AI-driven analysis tool, EpiSwitch® Orion. The refreshed strategy identifies four principal routes to revenue growth:

·    Platform services: subscription, project and enterprise-level access to the Company's platform and knowledgebase for researchers in pharma, biotech, academic and clinical settings, and for partners with existing sequencing datasets or biobanks, delivered via the Company's Google Cloud collaboration.

·    National healthcare and sovereign programmes: bespoke, population-specific builds of the platform for state and sovereign healthcare initiatives, addressing the gap left by genomic databases weighted towards European-descent populations.

·    Pharma programmes: bespoke platform deployments inside a partner's own environment, producing validated biomarkers and tests that the partner owns, without the partner's underlying data leaving its control.

·    Diagnostic partnerships: out-licensing, distribution or co-development agreements for the Company's on-market tests (EpiSwitch® PSE and EpiSwitch® CiRT) and pipeline assets (including EpiSwitch® NST, EpiSwitch® SCB, EpiSwitch® for ALS and the recently announced ME/CFS diagnostic test), building on continued growth in direct PSE sales and ongoing clinical evidence generation for CiRT.

The Directors believe that the combination of continued growth in PSE test sales, the refreshed commercial strategy under Richard Compton's leadership, and a broader and more clearly structured set of partnership opportunities across the platform and test portfolio, presents the Company with a significantly improved prospect of building sustainable, partnership-led revenue. Realising this opportunity will, however, take time: the routes to revenue set out above depend on the completion of commercial discussions that are, in many cases, still at an early stage, and the Directors can give no assurance as to whether or when any of them will be concluded on the terms currently anticipated, or at all.

In the meantime, the Company requires immediate additional funding in order to continue its operations. Notwithstanding the progress made across the business, no non-dilutive transaction has yet been secured, and, in the absence of the Placing the Company's existing cash resources are expected to be exhausted by early September 2026. If the Resolutions were not to be passed (or the Placing were not to complete for any reason), the Company would be required urgently to seek alternative funding arrangements in order to continue to operate or, if these were not forthcoming, to seek a sale of the business or its orderly wind-up. Shareholders are therefore urged to vote in favour of the Resolutions, which the Directors consider to be in the best interests of Shareholders and the Company as a whole.

Information on Oxford BioDynamics PLC

Introduction

The Company is an international biotechnology company, advancing personalised healthcare through precision clinical diagnostic tests and EpiSwitch® Orion, a cloud-based 3D genomics platform that transforms existing datasets into actionable insights for pharma and biotech partners. The Company is headquartered in Oxford, UK, where it operates its main research laboratory and product development facility together with a clinical laboratory compliant with the requirements of ISO 15189:2012 (Medical Laboratories). In the US, the Company operates a commercial team and a CLIA-registered clinical laboratory in Frederick, Maryland, and it maintains a reference laboratory in Penang, Malaysia. The Company's Ordinary Shares are admitted to trading on AIM.

Founded in 2007 as a spin-out from the University of Oxford, the Company has invested more than £80 million and almost two decades of scientific development into its proprietary technology platform, EpiSwitch®, which maps the three-dimensional architecture of the genome. This 3D regulatory layer, largely inaccessible to conventional 2D sequencing, governs how genes are switched on and off, and underpins the Company's diagnostic tests and its broader platform business.

The Company's technology is supported by a broad and continuously replenished intellectual property estate, comprising more than 150 granted patents across 23 patent families, together with extensive proprietary trade secrets covering its algorithms and laboratory chemistry. The Company has built a 3D genomic knowledgebase spanning more than 40 diseases, containing over 1.5 billion datapoints derived from more than 18,000 patient samples. The Company's recently launched proprietary AI predictive platform, EpiSwitch® Orion, makes the Company's knowledgebase and analytical tools available to researchers and partners, allowing them to generate insights into 3D regulatory biology from existing datasets.

The Company's two commercial reimbursed clinical products are EpiSwitch® PSE (Prostate Cancer Detection Test) and EpiSwitch® CiRT (Checkpoint Inhibitor Response Test). PSE, launched in the US and UK in September 2023, is a blood test shown in a peer-reviewed study to boost the predictive accuracy of a raised PSA result to 94%, and sits ahead of biopsy in guiding which patients should proceed to MRI and biopsy. CiRT, launched in the US as a laboratory-developed test in February 2022, is a host-immune conformation signature with 93% sensitivity and 82% specificity across more than fifteen tumour types, used to predict whether a patient is likely to respond to checkpoint inhibitor treatment; its lead indication is unresectable liver cancer, and it is reimbursed by a number of US insurers as well as by Bupa in the UK.

The Company also has a pipeline of tests at earlier stages of development and validation, including EpiSwitch® NST (colorectal cancer and precancerous polyps), EpiSwitch® SCB (canine multi-cancer, for the animal health market), an EpiSwitch® test for Myalgic Encephalomyelitis/Chronic Fatigue Syndrome, and an early-detection test for breast cancer, together with a progression stratification assay in amyotrophic lateral sclerosis ("ALS"). Each of these pipeline assets is a candidate for grant-funded, foundation-funded or partner-funded validation ahead of out-licensing, co-development or distribution.

Since inception, the Company has participated in more than 40 collaborations with pharmaceutical and academic partners, including Pfizer, EMD Serono, Genentech, Roche, Biogen, Mayo Clinic, Massachusetts General Hospital and Mitsubishi Tanabe Pharma America, and has been awarded funding through the US Foundation for the National Institutes of Health's Partnership for Accelerating Cancer Therapies programme and the EU-funded HIPPOCRATES consortium in psoriatic arthritis.

Current trading and prospects

Under the leadership of Richard Compton, the Company's near-term commercial focus is on closing what the Board believes is a significant gap between the scientific credibility of the platform and awareness of its commercial relevance among potential customers and partners. The Company estimates a serviceable addressable market of approximately 15,000 genomics Principal Investigators across pharma, biotech, academic and clinical settings who already hold whole genome, blood sample or grant resources capable of being deployed on the platform, within a broader annual global spend on sequencing, proteomics and biobanking of in excess of $100 billion.

In July 2026, the Company announced the first commercial agreement for the use of its EpiSwitch Orion cloud-based 3D genomics discovery platform, which transforms standard genome sequencing data - including legacy whole genome datasets - into 3D regulatory intelligence.

Direct sales of the EpiSwitch® PSE test have continued to grow, with monthly orders reaching 400 tests for the first time in June 2026. The Company's near-term priorities for PSE are to secure a US distribution, licensing or commercial partnership building on the existing test, and to initiate a pilot study within the UK NHS, focused on distinguishing aggressive from indolent prostate cancer, in each case alongside continued organic sales growth.

For CiRT, the Company's priority is to establish a partner-funded evidence programme to support wider clinical adoption, reimbursement and licensing, including a proposed pilot study within the UK NHS on the use of the test in monitoring response to treatment through programmes such as the NHS MANIFEST research initiative.

For the Company's pipeline assets, the near-term priority is to complete a blinded colorectal cancer study currently being conducted with a multinational healthcare partner and to use its results to determine the preferred licensing and development route for EpiSwitch® NST, alongside continued grant-funded and partner-funded validation work on the Company's other pipeline tests.

The Directors believe that the combination of continued PSE sales growth, a clearer and better resourced platform commercialisation strategy, and active partnership discussions across the test portfolio, represents a materially improved set of prospects for the Company. Shareholders should, however, note that these are early-stage commercial discussions and pilot programmes; none of the partnership, licensing or platform revenue opportunities described above has yet been contracted, and there is no guarantee that they will be concluded on the terms, or within the timescales, currently anticipated.

In the course of preparing financial forecasts to support the Placing, the board has become aware that the Company's net assets immediately before the publication of this document are less than half of the nominal value of its called-up share capital, which is deemed to be a "serious loss of capital" within the meaning of section 656 of the Companies Act 2006 (the "Act"). Further information is set out under the heading 'Section 656 of the Act - Serious Loss of Capital' below.

Working capital

The Directors are of the opinion, having made due and careful enquiry, that, taking into account the net proceeds of the Placing and the revenue and other operating income that the Company expects to generate over the relevant period through platform services, test sales and potential partnerships, collaborations, licensing or platform deals, the working capital available to the Company is sufficient for its requirements for the next twelve months.

Shareholders should note that this working capital statement is based on the current cost base of the business and on the Directors' expectations as to the timing and scale of future revenues, including from transactions that have not yet been agreed. If anticipated revenues or partnership proceeds are delayed or do not materialise, the Company may need to raise further funding, or to reduce costs further, within this period.

Details of the Placing and Warrants

Placing

The Company has conditionally placed with institutional and other investors 9,150,000,000 Placing Shares in aggregate at the Issue Price, pursuant to placing letters entered into with Placees to raise gross proceeds of £9.15 million (before commissions and expenses). The Placing Shares, when issued, will represent approximately 68.1% of the Enlarged Ordinary Share Capital immediately following Admission.

The Board believes that raising equity finance using the flexibility provided by a non-pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows certain existing institutional holders and new institutional and other investors the opportunity to participate in the Placing.

The Placing (which is not being underwritten) is conditional, amongst other things, upon: (a) the Resolutions set out in the Notice of General Meeting being approved by Shareholders; (b) the Company having complied with its obligations under the Placing Agreement to the extent the same fall to be performed prior to Admission; and (c) Admission becoming effective on or before 8.00 a.m. on 27 August 2026 or such later date as the Company and the Joint Brokers may agree (being no later than 8.00 a.m. on 25 September 2026). The Placing Shares are not subject to clawback.

The Company has been advised that the Placing Shares will rank as a qualifying holding for the purposes of investment by VCTs. However, no assurance has been obtained from HMRC or any other person that a subscription for Placing Shares is a 'qualifying holding' for the purpose of investment by VCTs.

The Company has been advised that the Placing Shares will constitute 'eligible shares' and that the Company will be regarded as a 'qualifying company' for the purposes of the EIS rules. However, no assurance has been obtained from HMRC or any other person that a subscription for the Placing Shares will meet the requirements for EIS Relief.

None of the Directors nor the Company give any representation, warranty or undertaking that any VCT investment in the Company is a qualifying holding, or that a subscription for the Placing Shares will meet the requirements for EIS Relief, or that VCT or EIS qualifying status or eligibility will not be withdrawn, nor do they warrant or undertake that the Company will conduct its activities in a way that qualifies for or preserves its status or the status of any investment in Ordinary Shares. Investors considering taking advantage of any of the reliefs available to VCTs or EIS Relief should seek their own professional advice in order that they may fully understand how the rules apply in their individual circumstances and what they are required to do in order to claim any reliefs (if available). The rules governing VCT and EIS reliefs are complex. Any prospective investors who are considering investing in Placing Shares in order to obtain VCT or EIS reliefs are recommended to take independent tax advice from a professional tax adviser.

Warrants

Pursuant to the terms of the Placing Agreement, the Company has agreed to pay each Joint Broker certain commissions and fees, some of which will be satisfied by the grant of, in aggregate, 260,850,000 Warrants. Each Warrant will, in accordance with the terms of the Warrant Instrument, entitle the relevant Joint Broker to subscribe for one new Ordinary Share at a price of £0.002 per Ordinary Share, exercisable for a period of two years from the date of Admission. The Warrants have not been, and will not be, registered under the Securities Act.

Placing Agreement

Pursuant to the terms of the Placing Agreement, the Joint Brokers have conditionally agreed to use their reasonable endeavours, as agents for the Company, to procure subscribers for the Placing Shares at the Issue Price, with the Placing to be implemented by way of placing letters entered into with Placees. The Placing Agreement contains customary warranties from the Company in favour of the Joint Brokers 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 the Joint Brokers in relation to certain liabilities it may incur in respect of the Placing.

The Joint Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given in the Placing Agreement, breach by the Company of any of its material obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting, amongst other things, the Placing or dealings in the Placing Shares in the secondary market.

Use of proceeds

The net proceeds of the Placing, expected to be approximately £8.4 million after fees and expenses, are expected to provide the Company with at least twelve months of working capital, and to fund the following priorities:

·    Platform partnerships: launching the EpiSwitch Orion platform through a defined commercial structure, comprising multiple pilot projects together with at least one validation and customisation project.

·    PSE: continued growth through the Company's existing commercial model, while pursuing a US distribution, licensing or commercial partnership, and initiating a pilot study within the UK NHS focused on distinguishing aggressive from indolent prostate cancer.

·    CiRT: establishing a partner-funded evidence programme to support clinical adoption, reimbursement and licensing, and initiating a pilot study within the UK NHS on use of the test in monitoring response to treatment.

·    Pipeline assets: completing the current blinded colorectal cancer study with a global healthcare partner, and using its results to determine the preferred licensing and development route for EpiSwitch® NST.

Related party transactions

Martin Diggle, a non-executive director of the Company, is the co-founder of Vulpes Investment Management, and Chairman and director of the Vulpes Life Sciences Fund. Vulpes Investment Management has an existing interest over 618,542,844 Existing Ordinary Shares, representing 14.4% of the Existing Ordinary Shares. Through the Vulpes Life Sciences Fund and Vulpes Testudo Fund, Vulpes Investment Management has agreed to subscribe for 500,000,000 Placing Shares, bringing their aggregate holding to 1,118,542,844 Ordinary Shares, representing 8.3% of the Enlarged Ordinary Share Capital. Accordingly, the transaction between the Company and Vulpes Investment Management is a 'related party' transaction pursuant to Rule 13 of the AIM Rules (the "Vulpes Transaction").

The Directors of the Company who are not participating in the Placing (being Dr David Holbrook and Peter Presland), having consulted with the Company's nominated adviser, SCMA, consider the terms of the Vulpes Transaction to be fair and reasonable insofar as Shareholders are concerned.

Pentwater Capital Management LP has an existing interest over 500,000,000 Existing Ordinary Shares, representing 11.7% of the Existing Ordinary Shares. Pentwater Capital Management LP has agreed to subscribe for 700,000,000 Placing Shares, bringing their aggregate holding to 1,200,000,000 Ordinary Shares, representing 8.9% of the Enlarged Ordinary Share Capital. Accordingly, the transaction between the Company and Pentwater Capital Management LP is a 'related party' transaction pursuant to Rule 13 of the AIM Rules (the "Pentwater Transaction").

The Directors of the Company who are not participating in the Placing (being Dr David Holbrook and Peter Presland), having consulted with the Company's nominated adviser, SCMA, consider the terms of the Pentwater Transaction to be fair and reasonable insofar as Shareholders are concerned.

Dr Alexandre Akoulitchev, a director, who holds 14,228,962 Existing Ordinary Shares, representing 0.3% of the Existing Ordinary Shares, has agreed to subscribe for 30,000,000 Placing Shares. Following Admission, Alexandre Akoulitchev will hold 44,228,962 Ordinary Shares, representing 0.3% of the Enlarged Ordinary Share Capital.

Richard Compton, Chief Executive Officer and a person discharging managerial responsibilities ("PDMR"), who holds no Existing Ordinary Shares, has agreed to subscribe for 300,000,000 Placing Shares. Following Admission, Richard Compton will hold 300,000,000 Ordinary Shares, representing 2.2% of the Enlarged Ordinary Share Capital.

Iain Ross, a director, who holds 23,333,333 Ordinary Shares, representing 0.5% of the Existing Ordinary Shares, has agreed to subscribe for 100,000,000 Placing Shares. Following Admission, Iain Ross will hold 123,333,333 Ordinary Shares, representing 0.9% of the Enlarged Ordinary Share Capital.

Paul Stockdale, a director, who holds 6,411,252 Existing Ordinary Shares, representing 0.1% of the Existing Ordinary Shares, has agreed to subscribe for 25,000,000 Placing Shares. Following Admission, Paul Stockdale will hold 31,411,252 Ordinary Shares, representing 0.2% of the Enlarged Ordinary Share Capital.

The participation of each of the Directors and Richard Compton in the Placing is a 'related party' transaction pursuant to Rule 13 of the AIM Rules. The Directors of the Company who are not participating in the Placing (being Dr David Holbrook and Peter Presland), having consulted with the Company's nominated adviser, SCMA, consider the terms of each Director and Richard Compton's subscription transaction described above to be fair and reasonable insofar as Shareholders are concerned.

Admission, settlement and dealings

Applications will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 27 August 2026, subject to the passing of the Resolutions at the General Meeting. The Placing Shares will, on Admission, 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 after the Admission.

Section 656 of the Act - serious loss of capital

The Board has become aware that the value of the Company's net assets is now less than half of its called-up share capital. In such circumstances (constituting a "serious loss of capital" under the Act), the Directors are required, pursuant to section 656 of the Act, to convene a general meeting of the Company for the purpose of allowing Shareholders to consider whether any, and, if so, what, steps should be taken to deal with the situation.

As the General Meeting was already set to be convened, the Directors do not believe it necessary to convene a separate general meeting to consider the serious loss of capital matter as it can be considered at the General Meeting. The Board welcomes dialogue with Shareholders, and the General Meeting will provide a forum for such discussions to take place. The Board does not consider it necessary to propose a specific resolution in relation to the serious loss of capital and Shareholders will not be asked to vote on this matter at the General Meeting.

The Board notes that the status of a "serious loss of capital" under section 656 of the Act imposes no immediate risk to the Company given the current strategy of the Company and the launch of the Placing which is expected to remedy the serious loss of capital. The Company intends that the net proceeds of the Placing be predominantly used for the purposes set out above under the heading 'Use of Proceeds'.

General Meeting

The Board is seeking the approval of Shareholders to provide the authority to allot new Ordinary Shares in respect of the Placing and to grant the subscription rights contained in the Warrants. Set out at the end of the Circular is a notice convening the General Meeting to be held at 3140 Rowan Place, John Smith Drive, Oxford Business Park South, Oxford, OX4 2WB at 10.00 a.m. on 26 August 2026, at which the Resolutions will be proposed as an ordinary and a special resolution as set out below. The Resolutions to be passed at the General Meeting are as follows:

·    Resolution 1 (Authority to allot shares), which will be proposed as an ordinary resolution, is to authorise the Directors: (i) to allot the Placing Shares; and (ii) to grant the subscription rights contained in the Warrants.

·    Resolution 2 (Disapplication of pre-emption rights), which will be proposed as a special resolution and which is conditional upon the passing of Resolution 1, grants authority to the Directors to disapply pre-emption rights granted to Shareholders pursuant to the Act, in respect of (i) the allotment of the Placing Shares; and (ii) the grant of the subscription rights contained in the Warrants.

The authorities conferred by the Resolutions are in addition to the existing authorities conferred on the Directors by Shareholders at the 2026 AGM.

An ordinary resolution requires the approval of a simple majority of Shareholders who vote at the General Meeting and a special resolution requires the approval of at least 75% of Shareholders who vote at the General Meeting, in order to be passed.

Importance of the vote

Shareholders are reminded that the Company requires immediate additional funding in order to continue its operations. Notwithstanding the progress made across the business, no non-dilutive transaction has yet been secured, and, in the absence of the Placing, the Company's existing cash resources are expected to be exhausted by early September 2026. If the Resolutions were not to be passed (or the Placing were not to complete for any reason), the Company would be required urgently to seek alternative funding arrangements in order to continue to operate or, if these were not forthcoming, to seek a sale of the business or its orderly wind-up.

Recommendation

The Directors consider the Placing to be in the best interests of the Company and its Shareholders as a whole and, accordingly, unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as those Directors who hold Existing Ordinary Shares will do in respect of their beneficial holdings amounting, in aggregate, to 672,408,241 Existing Ordinary Shares as at 7 August 2026 (being the last practicable date prior to the publication of this document), representing 15.7% of the ordinary share capital of the Company at the date of this document.

Shareholders are reminded that the Placing is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that, if the Resolutions are not passed at the General Meeting, then the Placing will not proceed.

For more information:

Oxford Biodynamics Plc	[phone]
Richard Compton, Chief Executive Officer Paul Stockdale, Chief Financial Officer
Singer Capital Markets - Nominated Adviser and Broker	[phone]
Alex Bond / Russell Cook / Anastassiya Eley
OAK Securities - Joint Broker	[phone]
Matthew Clarke / Jerry Keen
Camarco - Financial PR	[phone]
Marc Cohen / Sukaina Virji / Tilly Butcher / Fergus Young	[e-mail]

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	2026
Publication of the Circular	10 August
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 24 August
General Meeting	10.00 a.m. on 26 August
Announcement of results of General Meeting	26 August
Admission and commencement of dealings in the Placing Shares on AIM	8.00 a.m. on 27 August
Crediting of the Placing Shares in uncertificated form to CREST accounts	as soon as possible after 8.00 a.m. on 27 August
Despatch of share certificates in respect of the Placing Shares	within 10 business days of Admission

Notes:

1.    All references to times are to London time.

2.    The dates and times set out in the above timetable and in the rest of this Announcement are indicative and are subject to change. If any such dates and times should change, the revised times and/or dates will be notified by announcement via RNS.

3.    All events in the above timetable scheduled to take place after the General Meeting are conditional on the approval by Shareholders of the Resolutions.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO  TRADING REGULATIONS 2024 (AS AMENDED FROM TIME TO TIME (THE "POATR") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN OXFORD BIODYNAMICS PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES.  THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, the Joint Brokers or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and the Joint Brokers to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the POATR and/or the Prospectus Regulation: Admissions to Trading on a Regulated Market sourcebook of the FCA (as amended from time to time) (the "PRM") or the EU Prospectus Regulation, as appropriate>.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South African Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Singer Capital Markets Advisory LLP ("SCMA"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules in connection with the matters described in this announcement and is not acting for any other person (including a recipient of this announcement) and will not be responsible to any other person for providing the protections afforded to customers of SCMA, or for advising any other person in connection with Admission. The responsibilities of SCMA, as nominated adviser, are owed solely to the London Stock Exchange and are not owed to the Company or the Directors or any other person. No representation or warranty, express or implied, is made by SCMA or any of its directors, officers, partners, employees, agents or advisers as to the contents of this announcement including its accuracy, completeness or verification, or for any other statement made or purported to be made by it or on its behalf, in connection with the Placing (without limiting the statutory rights of any person to whom this announcement is issued). SCMA has not approved the contents of, or any part of, this announcement for any purpose and no liability whatsoever is accepted by SCMA or any of its directors, officers, partners, employees, agents or advisers for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible.

Singer Capital Markets Securities Limited ("SCMS" and, together with SCMA, "Singer"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as joint bookrunner and joint broker in connection with the Placing and is not acting for any other person (including a recipient of this announcement) and will not be responsible to any other person for providing the protections afforded to customers of SCMS, or for advising any other person in connection with Admission. No representation or warranty, express or implied, is made by SCMS or any of its directors, officers, partners, employees, agents or advisers as to the contents of this announcement including its accuracy, completeness or verification, or for any other statement made or purported to be made by it or on its behalf, in connection with the Placing (without limiting the statutory rights of any person to whom this announcement is issued). SCMS has not approved the contents of, or any part of, this announcement for any purpose and no liability whatsoever is accepted by SCMS or any of its directors, officers, partners, employees, agents or advisers for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible.

OAK Securities (a trading name of Merlin Partners LLP) ("OAK Securities"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as joint bookrunner and joint broker in connection with the Placing and is not acting for any other person (including a recipient of this announcement) and will not be responsible to any other person for providing the protections afforded to customers of OAK Securities, or for advising any other person in connection with Admission. No representation or warranty, express or implied, is made by OAK Securities or any of its directors, officers, partners, employees, agents or advisers as to the contents of this announcement including its accuracy, completeness or verification, or for any other statement made or purported to be made by it or on its behalf, in connection with the Placing (without limiting the statutory rights of any person to whom this announcement is issued). OAK Securities has not approved the contents of, or any part of, this announcement for any purpose and no liability whatsoever is accepted by OAK Securities or any of its directors, officers, partners, employees, agents or advisers for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Brokers or by any of their respective Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment").  Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Brokers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").  Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Brokers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END