Result of Oversubscribed Placing and Subscription

Cellbxhealth PLC

25 November 2025

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CELLBXHEALTH PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 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, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

CELLBXHEALTH plc

("CELLBXHEALTH", the "Company" or the "Group")

Result of Oversubscribed Placing and Subscription

CELLBXHEALTH plc (AIM: CLBX), a leader in circulating tumour cell (CTC) intelligence, is pleased to announce that it has successfully concluded the bookbuild which was announced on 24 November 2025 (the "Launch Announcement") and the Placing, that was oversubscribed, has now closed.

The Fundraising has successfully raised gross proceeds of approximately £6.8 million pursuant to a placing of 501,775,000 Placing Shares and a subscription for 178,225,000 Subscription Shares, in each case at the Issue Price of 1.0 pence per Ordinary Share.

The Issue Price represents a discount of approximately 38% to the closing middle market price of 1.6 pence per Ordinary Share, being the last trading day immediately preceding the Launch Announcement.

The issue of all Fundraising Shares, including the Retail Offer Shares, is subject to a Share Capital Reorganisation to be approved by Shareholders at the General Meeting on 15 December 2025.

General Meeting and Admission

As referred to in the Launch Announcement the Company will require further share authorities to allot the Fundraising Shares and grant the Broker Warrants. Accordingly, the Placing, the Subscription and the Retail Offer are each conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting of the Company, expected to be held at the offices of Cavendish, One Bartholomew Close, London, EC1A 7BL on 15 December 2025 at 2:00 p.m. A Circular containing a notice of General Meeting will be published and notified to Shareholders in due course. The Circular and notice of General Meeting, once published, will be made available on the Company's website at https://cellbxhealth.com/.

Subject to the passing of the Resolutions, First Admission in respect of the 15,300,000 First Tranche Placing Shares is expected to occur at 8.00 a.m. on or around 16 December 2025 and Second Admission in respect of up to 764,700,000 Second Tranche Placing Shares, the Subscription Shares and the Retail Offer Shares is expected to occur at 8.00 a.m. on 18 December 2025 (or, in each case, such later time and/or date as Cavendish and the Company and Cavendish may agree, not  (being no later than 8.00 a.m. on 16 January 2026).

Capitalised terms used but not defined in this announcement have the meanings given to them in the Launch Announcement, unless context provides otherwise.

Retail Offer

As outlined in the Launch Announcement, in addition to the Placing and Subscription, the Company will launch a Retail Offer to raise gross proceeds of up to £1.0m. The Company intends to offer existing retail investors the opportunity to subscribe for Retail Offer Shares at the Issue Price via the Bookbuild Platform. A separate announcement will be made in due course regarding the Retail Offer and its terms. The Placing is not conditional upon the Retail Offer, and, for the avoidance of doubt, the Retail Offer is not part of the Placing.

Investors Meet Company

The Company is further pleased to announce that the Company's CEO, Peter Collins and its Finance Director, Sinead Armstrong will provide a live presentation relating to the Investor Presentation and Q&A via Investor Meet Company on 26 November 2025 at 14:00 GMT.

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 25 November 2025 at 09:00 GMT, or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet CELLBXHEALTH PLC via:

https://www.investormeetcompany.com/cellbxhealth-plc/register-investor

Investors who already follow CELLBXHEALTH PLC on the Investor Meet Company platform will automatically be invited.

For further information:

CelLBxHealth plc	[phone]
Peter Collins, Chief Executive Officer	[e-mail]
Cavendish (NOMAD and Broker) Geoff Nash / Isaac Hooper (Corporate Finance) Sunila de Silva (Corporate Broking) Nigel Birks (Life Science Specialist Sales)	[phone]
FTI Consulting Simon Conway, Ciara Martin, Sam Purewal	[phone]

This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. 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 Ordinary Shares have not been and will not be registered under the 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. No public offering of the shares referred to in this Announcement is being made in the United States, United Kingdom, Australia, Canada, Japan, the Republic of South Africa or elsewhere.

About CelLBxHealth plc

CelLBxHealth plc is a global precision 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 seamlessly 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 lab 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/.

 

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