Warrant Extension, Debt Conversion & Equity Issue
1 April 2025
Incanthera plc
("Incanthera" or the "Company")
Extension of Warrants
Debt Conversion and Issue of Equity
Incanthera plc (AQSE: INC), the Company focused on innovative technologies in dermatology and oncology, announces that it has agreed with ImmuPharma plc ("ImmuPharma") to amend the terms of the warrants held by ImmuPharma that were issued on 26 February 2020 ("Warrants"). Additionally, the Company announces that is has agreed to settle existing liabilities owed to the University of Bradford ("UOB"), a founding shareholder of the Company, and two other creditors, representing in aggregate approximately £380,000, via the issue of 4,470,590 new ordinary shares of 2 pence each at the issue price of approximately 8.5 pence per share.
ImmuPharma Warrant Extension
The Company entered into a warrant instrument ("Warrant Instrument") with the Company on 26 February 2020 whereby ImmuPharma was issued warrants to subscribe in cash at 9.5p per share ("Subscription Price") for 7,272,740 ordinary shares ("Warrant Shares"). Further to the extension of the Warrants announced on 9 September 2024, the Company and ImmuPharma have agreed to further extend the exercise period of the Warrants to 30 September 2025.
In consideration for amending the terms of the Warrants, ImmuPharma shall pay the Company a profit share ("Profit Share") upon exercise of the Warrants, equal to 30% of the difference between the Subscription Price and the closing market price of the Company's shares on AQSE, on the day of exercise of the Warrants or, if the Warrant Shares are contracted to be sold within 10 days of exercise, then ImmuPharma shall pay to the Company a profit share of 30% of the difference between the Subscription Price and the contracted market sale price.
Other than the change in the expiry period, all other provisions in the Warrant Instrument remain the same.
Debt Conversion and Issue of Equity
The Company also announces that it has agreed to convert an outstanding debt, representing approximately £260,000, owed to the University of Bradford pursuant to the terms of the existing pipeline agreement, via the issue of 3,058,824 new ordinary shares of 2 pence each ("Ordinary Shares") at 8.5 pence per share, being the mid-market closing price on the day of the proposal for a debt conversion ("Issue Price") ("UOB Shares"). The issue of the UOB Shares fully satisfies obligations to the UOB until the end of Q2 2025. UOB has entered into an orderly market agreement with the Company.
Following Admission, UOB will be in interested in 13,408,007 ordinary shares, representing 11.05 per cent. of the Company's enlarged issued share capital.
Further to the above, the Company has also agreed to settle amounts owed to advisers for the period until the end of Q2 2025 totalling, in aggregate, £120,000 via the issue of 1,411,766 new ordinary shares of 2 pence each at the Issue Price of 8.5 pence per share ("Conversion Shares").
Admission and Total Voting Rights
Application will be made for the 4,470,590 UOB Shares and the Conversion Shares to be admitted to trading on the AQSE Growth Market on or around 4 April 2025 ("Admission") and which will rank pari passu with the ordinary shares of the Company in issue currently traded on the AQSE Growth Market.
Following Admission, the Company's issued share capital will comprise 121,366,645 ordinary shares of 2 pence each, with each share carrying the right to one vote, therefore the total number of voting rights in the Company will be 121,366,645. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Related Party Transaction
ImmuPharma, which does not hold shares in Incanthera having sold its shareholding as previously notified on 3 June 2024, was a substantial shareholder in Incanthera within the previous 12 months. In addition, Tim McCarthy, Chairman of Incanthera plc, is also Chief Executive Officer of ImmuPharma plc.
As such, the amendment to the terms of the Warrants entered into by the Company and ImmuPharma plc is a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Apex Rulebook. Mr. McCarthy has not been involved in the Board decision in respect to agreeing to the terms of the extension.
With exception of Tim McCarthy, the Directors of the Company independent of the transaction (being Dr Simon Ward, John Howes and Caroline Murray) having exercised reasonable care, skill and diligence, consider that the terms of the Warrant Extension are fair and reasonable insofar as its shareholders are concerned.
This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation no 596/2014 which is part of English law by virtue of the European (withdrawal) Act 2018, as amended. On publication of this announcement via a regulatory information service, this information is considered to be in the public domain.
For further information please contact:
|
Incanthera plc
Tim McCarthy, Chairman
Simon Ward, Chief Executive Officer
Suzanne Brocks, Head of Communications
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+44 (0) 7831 675747
+44 (0) 7747 625506
+44 (0) 7776 234600 |
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Aquis Exchange Corporate Adviser: Cairn Financial Advisers LLP Jo Turner / Liam Murray / Ed Downes
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+44 (0) 20 7213 0880 |
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Broker: Stanford Capital Partners Ltd Patrick Claridge / Bob Pountney |
+44 (0) 20 3650 3650/51 |
Notes to Editors
About Incanthera plc
Incanthera is a specialist company focused on innovative technologies in dermatology and oncology. It seeks to identify and develop innovative solutions to current clinical, commercially relevant unmet needs, utilising new technology from leading specialists and academic institutions as well as its in-house development team.
The Company originated from the Institute of Cancer Therapeutics ("ICT") at the University of Bradford. Incanthera's strategy is to develop each candidate in its portfolio from initial acquisition or discovery to securing its future through commercially valuable partnerships at the earliest opportunity in its development pathway.
For more information on the Company please visit: www.incanthera.com
@incantheraplc
About Skin + CELL
Skin + CELL is Incanthera's luxury skincare brand utilising our ground-breaking formulation and delivery expertise, to bring scientifically proven formulations to cosmetics. Skin + CELL's complementary range of products are based on advanced, clinically designed, formulation concentrates which combine leading edge delivery enhancement technology with selected prestige cosmetic ingredients to give an effective product which gives a silky emollience in use and leaves the skin visibly radiant, energised and protected.
Incanthera's new bioactive skincare technology has been developed by our in-house experts who have previously formulated topical products for some of the world's leading skincare and pharmaceutical companies. The formulations fortify otherwise depleted physiological pathways to improve the skin's performance, ability to self-repair and to address previously unmet cosmetic conditions in skin health.
Skin + CELL's luxury skincare current range extends across face, body, hand, face serum and eye cream, and will also include bioactive SPF concentrations and further derivatives of vitamins in the future.
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