Additional Subscription

Cellbxhealth PLC

02 December 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF CELLBXHEALTH PLC.

2 December 2025

CELLBXHEALTH plc (the "Company")

Additional Subscription

CELLBXHEALTH plc (AIM: CLBX), a leader in circulating tumour cell (CTC) intelligence is pleased to announce that further to the closing of the Retail Offer yesterday, Conifer Management, LLC, on behalf of the Acacia funds ("Acacia''), has subscribed for a further 40,891,541 New Ordinary Shares at the Issue Price ("Additional Subscription Shares") by way of a direct subscription ("Additional Subscription"), raising further gross proceeds of approximately £0.4 million.

Acacia was the largest participant in the Fundraising and the Additional Subscription allows Acacia to ensure that it will hold 29.9% of the issued share capital following Second Admission.

The Fundraising (including the Additional Subscription) has raised, in aggregate, gross proceeds of approximately £8.2 million.

Subject to the passing of the Resolutions, the Additional Subscription Shares will be included in the Second Admission which will now be in respect of, in aggregate, 807,670,990 New Ordinary Shares comprising the Second Tranche Placing Shares, the Subscription Shares, the Retail Offer Shares and the Additional Subscription Shares. Second Admission is expected to occur at 8.00 a.m. on 18 December 2025 (or such later time and/or date as the Company and Cavendish may agree (being no later than 8.00 a.m. on 16 January 2026)).

The issued share capital of the Company following Second Admission (the "Enlarged Share Capital") will now be a total of 1,139,402,658 New Ordinary Shares.

Cavendish Capital Markets Limited ("Cavendish") acted as Nominated Adviser, Broker and Bookrunner in connection with the Fundraising.

Beech Hill Securities, Inc. acted as US Private Placement Agent in connection with the Fundraising, including with respect to Acacia.

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the announcement of the Fundraising made by the Company on 24 November 2025.

For further information:

CelLBxHealth	[phone]
Dr Jan Groen, Executive Chairman Peter Collins, Interim CEO	[e-mail]
Cavendish (NOMAD and Broker) Geoff Nash / Isaac Hooper/ Hamza Munshi (Corporate Finance) Sunila de Silva (Corporate Broking) Nigel Birks (Life Science Specialist Sales) Beech Hill Securities, Inc. Thomas Lawrence / George Billington	[phone] [phone]
FTI Consulting Simon Conway, Ciara Martin, Sam Purewal	[phone]

Notes for editors

About CelLBxHealth plc

CelLBxHealth plc is a CTC intelligence company specialising in innovative circulating tumour cell (CTC) solutions for use in research, drug development and clinical oncology. Its patent-protected Parsortix® platform harvests CTCs from blood and can be integrated with existing laboratory instruments for comprehensive downstream analysis - including whole-cell imaging, proteomic profiling and full genomic workflows.

Commercial activities centre on (1) Product Sales: Accelerating Parsortix platform adoption and consumable sales through CROs and clinical laboratory partnerships. (2) Laboratory services: Clinical trial support and assay development (3) Lab Developed Tests (LDTs): Strategic partnerships combined with a focused in-house development programme.

The product portfolio comprises the Parsortix platform with associated consumables and assays. Laboratory services are delivered from CelLBxHealth's GCLP certified UK laboratory, providing bespoke clinical-trial support and assay development.

For more information, visit https://cellbxhealth.com/.

The Company's LEI is 213800BY11K6W3NMS374

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is for information purposes and does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for the securities referred to herein in the United States, Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia, Japan or the Republic of South Africa or to, or for the account or benefit of any national resident or citizen of Canada, Australia, Japan or the Republic of South Africa. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, (the "Securities Act") or the securities laws of any other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Cavendish is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the transactions and arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the contents of this announcement and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

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 Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

 

END