Commercial and Strategy Update, Fundraising

capAI PLC

10 February 2026

 

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. MARKET SOUNDINGS WERE TAKEN FROM CERTAIN PERSONS IN RELATION TO THE FUNDRAISE (AS DEFINED BELOW). THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

10 February 2026

 capAI plc
 (the "Company" and, together with its subsidiaries, the "Group" or "capAI")

Commercial and Strategy Update, Conditional Placing and Subscription

capAI plc (LSE: CPAI, OTCQB: CPIQF) is pleased to provide a strategic update on the continued development of its portfolio across preventative health, media platforms and the development and commercialisation of associated content, supported by AI-enabled commercial execution tools, and to announce a conditional fundraise of £252,500 via its broker AlbR Capital to support the advancement of these initiatives.

Highlights:

·  capMedical, Inc. ("capMedical", the Group's preventative health subsidiary) longevity programmes under development, offering tiered preventative health solutions ranging from US$500 to US$15,000 per user, subject to ongoing licensing discussions

·  capMedia, Inc. ("capMedia", the Group's content and publishing subsidiary) expanding publishing pipeline with both non-fiction and fiction titles, leveraging Author42 platform with initial revenues being generated

· AI Growth Hacking Tool concept in development to accelerate customer acquisition and commercial execution across both verticals, with potential to be a standalone product in due course

·  Conditional fundraise of £252,500 successfully completed at £0.01 per share, including director participation of £40,000

· Proceeds to support platform development, early-stage commercialisation, and partnership structuring across capMedical and capMedia

· Group continues to operate capital-light model with no obligation to complete platform acquisitions, maintaining strategic flexibility

The Company's strategy remains to build and selectively scale a diversified portfolio of AI-enabled platforms across multiple verticals, while retaining flexibility to allocate capital and management resource dynamically as opportunities evolve.

capAI will continue to assess opportunities across its verticals, prioritising those that offer scalable economics, strong margin potential and alignment with the Company's long-term objective of building sustainable shareholder value.

capMedical: Longevity Programmes (subject to licensing discussions)

Since the incorporation of capMedical in October 2025, the Group has been assessing opportunities within the medicine and longevity spaces. The global medical and healthcare AI sector is undergoing a step-change as advanced machine learning and generative AI intersect with frontier biomedical research. The global healthcare AI market was valued at approximately c.US$39 billion in 2025 and is projected to reach c.US$1,033 billion by 2034 (CAGR of 44%[1]), with the fastest growth expected in precision medicine, preventative health, and AI-accelerated discovery of novel therapies.

capAI is currently evaluating the launch of longevity and preventative health programmes through its capMedical vertical. This represents the Company's initial area of focus within capMedical and is intended to combine diagnostics, expert interpretation and structured health optimisation pathways across a range of price points.

Offerings under these new programmes will range between approximately US$500 to US$15,000 spend per user, offering multiple entry points for consumers and corporate wellness partners. Offerings will include access to advanced blood biomarkers, specialist consultations, and high-end imaging and scan packages, depending on programme tier.

capAI expects the initial rollout of capMedical longevity services to be based in the United States market, with the Company intending to transition and expand into UK markets as the programme offering scales and operational capability is established.

Programme tiers are expected to include:

·  Entry-level diagnostic packages (c.US$500) focusing on foundational longevity biomarkers and risk profiling;

· Mid-tier programmes (up to c.US$5,000) incorporating deeper metabolic, cardiovascular, and inflammation mapping; and

· Premium programmes (up to c.US$15,000) featuring advanced multi-system testing and imaging/scanning solutions, aimed at identifying early signals of age-related deterioration and preventable disease risk.

The progression of these longevity programmes remains subject to the successful conclusion of ongoing licensing discussions, including with R42 Group, LLC, and there can be no certainty at this stage that these discussions will result in a binding agreement.

capAI expects that, if successfully licensed and implemented, a tiered approach to longevity and preventative health could address demand across both mainstream preventative healthcare markets and premium health optimisation segments, while remaining consistent with the Company's capital-efficient strategy.

capMedia: Expanded Publishing Pipeline and Multi-Format IP Commercialisation

capAI is also pleased to announce that capMedia is leveraging its Author42 platform to develop and deliver both non-fiction and - as of February 2026 - fiction titles aligned with high-demand themes, including AI, financial transformation and longevity science.

Current planned titles in development include:

·      AI and Finance;

·      A Crash Course in AI;

·      Aging Science; and

·      New Fiction Titles (in development).

The Group notes that the soft commercial launch of Author42, as announced in November 2025, is ongoing, with initial revenues being generated, albeit at an early stage. This approach allows the Company to test content, distribution and pricing strategies while refining its operational processes before broader scale deployment.

In parallel, capMedia continues to advance its longer-term IP commercialisation strategy through its Creator42 and Game42 platforms, pursuing additional downstream value through:

·    Book-to-Movie / Book-to-TV development opportunities, including screenplay adaptation, licensing, and strategic production partnerships; and

·     Book-to-Game concepts, including interactive entertainment and narrative-driven game formats.

Further to recent updates, the Company expects that a completion notice in respect of Game42 is anticipated during Q1 2026, subject to the satisfaction of relevant conditions.

AI Growth Hacking Tool Concept: Accelerating Commercial Execution

capAI is also developing an AI Growth Hacking Tool concept intended to support customer acquisition, engagement optimisation, and conversion performance across both capMedical and capMedia initiatives.

The Group believes that as the cost of customer acquisition rises globally, the ability to deploy AI-driven optimisation across marketing funnels, content strategy, and performance analytics can become a meaningful competitive advantage.

capAI's AI Growth Hacking Tool concept is designed to provide capabilities such as:

·      AI-assisted campaign generation and rapid iteration;

·      Data-driven optimisation of customer journeys and conversion flows;

·      Automated content scheduling, distribution, and performance learning loops; and

·      Structured experimentation frameworks to support scalable growth.

The Group believes this platform has the potential to enhance operational efficiency, shorten time-to-revenue, and generate valuable proprietary data insights. CapAI may also explore the opportunity to commercialise this tool as a standalone AI product offering in due course.

Cost Base and Strategic Outlook

capAI continues to operate with a very modest cost base, reflecting its early stage, focus on capital discipline and management alignment. The Company notes that its Executive Chairman, Ronjon Nag, currently draws no salary, with his remuneration solely aligned to long-term equity value creation.

The Board believes that capAI's diversified platform strategy - spanning preventative health and longevity, publishing and downstream content opportunities, and AI-enabled commercial execution - provides multiple potential routes to revenue, thus managing risk, while maintaining capital discipline and strategic flexibility.

capAI will continue to assess opportunities across its verticals, prioritising those that offer scalable economics, strong margin potential and alignment with the Company's long-term objective of building sustainable shareholder value.

Conditional Placing and Subscription to Support Platform Development

The Company is further pleased to announce that it has conditionally raised gross proceeds of £252,500 through a combination of a placing and subscription for ordinary shares of £0.0001 each in the capital of the Company ("Ordinary Shares") to support the continued development of its AI-enabled platforms and provide additional working capital (the "Fundraise").

Details of the Fundraise

The Company has conditionally raised:

·    £170,000 through a placing of 17,000,000 Ordinary Shares (the "Placing Shares") at £0.01 per Placing Share (the "Issue Price"); and

·    £82,500 through a subscription for 8,250,000 Ordinary Shares (the "Subscription Shares" together with the Placing Shares, the "Fundraise Shares") at the Issue Price.

The Fundraise has not been underwritten. Application has been made for the Fundraise Shares to be admitted to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). It is expected that Admission will become effective and that dealings in the Fundraise Shares will commence, at 8:00 a.m. on or around 13 February 2026.

Director Participation

The Directors of the Company have participated in the Fundraise as follows:

·     Professor Ronjon Nag, Executive Chairman has subscribed for 2,000,000 Fundraise Shares; and 

·     Jack Allardyce, has subscribed for 2,000,000 Fundraise Shares.

This participation demonstrates the Board's continued alignment with shareholder interests and confidence in the Group's strategy and execution capability.

AlbR Capital acted as the Company's broker in connection with the Placing.

In connection with the Fundraise, the Company will issue Ordinary Shares with an aggregate value of £20,000 at the Issue Price to satisfy certain advisory fees. Such shares will be admitted to trading on the same terms and at the same time as the Fundraise Shares.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 421,143,063 Ordinary Shares. The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company following Admission will be 421,143,063.

In accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, this figure of 421,143,063 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Further updates will be provided as appropriate, in line with the Company's disclosure obligations.

Commenting, Professor Ronjon Nag, Executive Chairman of capAI, said:

"We continue to execute on our strategy of building a diversified portfolio of AI-enabled platforms across healthcare and media, supported by content-led commercial opportunities and delivered through a disciplined, capital-light operating model.

Our initial focus within capMedical reflects demand for preventative and longevity-oriented healthcare solutions, while our progress across capMedia highlights how shared platforms and scalable intellectual property can support multiple, complementary routes to value over time.

I am particularly enthused by our inaugural concept within capMedical. While there is a broad range of products already available in the market, we believe our potential competitive edge lies in offering a more comprehensive and consolidated approach to ageing, spanning brain, metabolic, cardiovascular, skin and facial, and immune system health, relative to solutions that are either more fragmented or consolidated but less comprehensive in scope."

For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of capAI is Professor Ronjon Nag, Executive Chairman.

Enquiries

Company:

capAI plc [e-mail]

Broker:

AlbR Capital Limited Tel: [phone]

Director's Dealing Notification

The information set out below is provided in accordance with the requirements of Article 19(3) of UK MAR:

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jack Allardyce
2	Reason for Notification
a)	Position/status	Executive Director, PDMR
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	capAI plc
b)	LEI	213800IVPZ932NP24O44
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each nominal value
	Identification code
b)	Nature of the transaction	Subscription of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 per Ordinary Share 2,000,000
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	10 February 2026
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Professor Ronjon Nag
2	Reason for Notification
a)	Position/status	Executive Director, PDMR
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	capAI plc
b)	LEI	213800IVPZ932NP24O44
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each nominal value
	Identification code
b)	Nature of the transaction	Subscription of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 per Ordinary Share 2,000,000
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	10 February 2026
f)	Place of the transaction	Outside a trading venue

Important Legal Information

The contents of this Announcement have been prepared by, and are the sole responsibility of, the Company.

This Announcement does not constitute, contain or form part of any offer of transferable securities to the public within the meaning attributed to that phrase by section 102B of Financial Services and Markets Act 2000 (as amended) ("FSMA").

The Fundraise Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended ("U.S. Securities Act") or under the applicable state securities laws of the United States of America, its possessions or territories, any state of the United States of America and the district of Columbia or any area subject to its jurisdiction or any political subdivision thereof ("United States" or "U.S.") and may not be offered or sold directly or indirectly in or into the United States. No public offering of the Fundraise Shares is being made in the United States. The Fundraise Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S of the U.S Securities Act to non-U.S. persons (within the meaning of Regulation S of the U.S. Securities Act). In addition, the Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended. In addition, the Fundraise Shares have not been nor will be registered in Australia, Canada, Japan, or the Republic of South Africa or in any country, territory or possession where to do so may contravene local securities laws or regulations.

This Announcement may contain forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or the Directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this Announcement, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this Announcement applies only as of the date of this Announcement and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual plans or results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this Announcement is based, unless required to do so by applicable law.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 or the Public Offers and Admissions to Trading Regulations 2024) to be published.

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[1] AI in Healthcare Market Size, Share | Growth Report [2026-2034]

 

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