Regulatory Filings • Oct 18, 2024
Regulatory Filings
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.
This Document comprises a prospectus relating to Nuformix plc (the "Company") dated 16 October 2024 ("Prospectus"). The Prospectus has been prepared in accordance with and has been approved by the Financial Conduct Authority ("FCA") as the competent authority under Regulation (EU) 2017/1129 ("Prospectus Regulation"). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval shall not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities. This Document has been drawn up as part of a simplified prospectus in accordance with Article 14 of the Prospectus Regulation.
This Document has further been prepared in compliance with the Prospectus Regulation Rules made under FSMA ("Prospectus Regulation Rules"), English law and the rules of the FCA and the information disclosed may not be the same as that which would be disclosed if this Document had been prepared in accordance with the laws of a jurisdiction outside England. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules.
On 17 December 2015, the Company's Ordinary Shares were admitted to listing on the Standard List maintained by the FCA, in accordance with the listing rules then in effect, published by the FCA under FSMA (the "Previous Listing Rules"), and to trading on the Main Market of the London Stock Exchange. In accordance with the Listing Rules Instrument 2024 (FCA 2024/23), with effect from 29 July 2024, the Previous Listing Rules were replaced by new listing rules published by the FCA under FSMA, as amended from time to time (the "UKLR") and under which the previous standard listing category was replaced by the new equity shares (transition) category ("Transition Category") to maintain the status quo for existing commercial companies that are issuers of standard listed shares, and that would not be eligible for the secondary listing category, shell companies category or the nonequity shares and non-voting equity shares category. The Transition Category carries forward the continuing obligations under Rule 14 of the Previous Listing Rules and is closed to new applicants and to transfers from other categories. If any issuers in the Transition Category carry out a reverse takeover, they will need to transfer to another listing category to maintain a UK listing.
Application has been made to the FCA for all of the new ordinary shares of 0.05p each in the capital of the Company to be issued (the "New Ordinary Shares") to be admitted to the equity shares (transition) category of the Official List in accordance with Chapter 22 of the UKLR and to the London Stock Exchange plc (the "London Stock Exchange") for such New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (together, "Admission"). It is expected that Admission will become effective, and that unconditional dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 5 November 2024. The Company's Existing Ordinary Shares are traded on the London Stock Exchange's main market for listed securities.
THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NEW ORDINARY SHARES AS SET OUT IN THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 11 OF THIS DOCUMENT.
The Directors, whose names appear on page 23, and the Company, accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors and the Company, the information contained in this Document is in accordance with the facts and this Document makes no omission likely to affect its import.
(Incorporated and registered in England and Wales under the Companies Act 2006 with registration number 09632100)
UKLR and to trading on the London Stock Exchange's main market for listed securities and
Notice of General Meeting
CMC Markets UK Plc, trading as CMC CapX (the "Broker"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as broker to the Company. The Broker will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this Prospectus. The responsibilities of the Broker as the Company's broker are not owed to the Company or any Director or Shareholder or to any other person. In respect of any decision to acquire New Ordinary Shares in reliance on
any part of this Prospectus or otherwise, the Broker is not making any representation or warranty, express or implied, as to the contents of this Prospectus.
This Prospectus contains forward-looking statements, including, without limitation, statements containing the words "believes", "expects", "estimates", "intends", "may", "plan", "will" and similar expressions (including the negative of those expressions). Forward-looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by those forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the "Risk Factors" section of this Prospectus. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on those forward-looking statements. The forward-looking statements contained in this Prospectus are made on the date of this Prospectus, and the Company and the Directors are not under any obligation to update those forward-looking statements in this Prospectus to reflect actual future events or developments.
No legal, business, tax or other advice is provided in this Prospectus. Prospective investors should consult their professional advisers as needed on the potential consequences of subscribing for, purchasing, holding or selling New Ordinary Shares under the laws of their country and/or state of citizenship, domicile or residence. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful and, in particular, this Prospectus is not for distribution in or into the United States of America, Canada, Australia, South Africa, the Republic of Ireland or Japan. The distribution of this Prospectus in other jurisdictions may be restricted by law. The New Ordinary Shares have not been and will not be registered under the applicable securities laws of the United States of America, Canada, Australia, South Africa, the Republic of Ireland or Japan and, subject to certain exceptions, may not be offered, sold, re-sold, renounced, taken up or delivered, directly or indirectly, in, into or from the United States of America, Canada, Australia, South Africa, the Republic of Ireland or Japan or to any national of the United States of America, Canada, Australia, the Republic of Ireland, South Africa or Japan or to any national of those countries. This Prospectus should not be distributed, published, reproduced or otherwise made available in whole or in part, or disclosed by recipients to any other person, in, and in particular, should not be distributed to persons with addresses in, the United States of America of America, Canada, Australia, South Africa, the Republic of Ireland or Japan. No action has been taken by the Company that would permit an offer of New Ordinary Shares or possession or distributions of this Prospectus where action for that purpose is required. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law or other laws of any such jurisdictions.
In making any investment decision in respect of Admission or the Placing or Subscription, no information or representation should be relied upon in relation to Admission or in relation to the New Ordinary Shares other than as contained in this Prospectus. No person has been authorised to give any information or make any representation other than that contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised.
It should be remembered that the price of securities and the income from them can go down as well as up and this Prospectus contains references to past performance of the Company and its subsidiaries. Past performance is not a reliable indicator of future results.
| SUMMARY | Page 4 |
|
|---|---|---|
| RISK FACTORS | 11 | |
| FORWARD–LOOKING STATEMENTS | 22 | |
| DIRECTORS, SECRETARY AND ADVISERS | 23 | |
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 24 | |
| ADMISSION AND PLACING STATISTICS | 24 | |
| PART I | LETTER FROM THE CHAIRMAN | 26 |
| PART II | FINANCIAL INFORMATION | 40 |
| PART III | ADDITIONAL INFORMATION | 47 |
| DEFINITIONS | 62 | |
| NOTICE OF GENERAL MEETING | 67 |
This summary should be read as an introduction to the prospectus issued by Nuformix plc (the "Company") on 16 October 2024 ("Prospectus") and any decision to invest in the securities should be based on a consideration of the Prospectus as a whole by the investor. The investor could lose all or part of the invested capital. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.
The securities to be admitted to trading on the regulated market of the London Stock Exchange plc ("London Stock Exchange") for officially listed securities ("Main Market") ("Admission") are ordinary shares of 0.05p each in the capital of the Company (ISIN: GB00BYW79Y38). The Company may be contacted by writing to the company secretary, Ben Harber, 6th Floor, 60 Gracechurch Street, London EC3V 0HR or by calling, within business hours, on 0207 264 4366 . The Legal Entity Identity number ("LEI") for the Company is 2138003XG3H3I2J3BJ24.
The Prospectus was approved on 16 October 2024 by the Financial Conduct Authority of 12 Endeavour Square, London E20 1JN ("FCA"). Contact information relating to the FCA can be found at https://www.fca.org.uk/contact.
The Company was incorporated with limited liability under the laws of England and Wales on 10 June 2015 with registered number 09632100 as a public company limited by shares under the Companies Act 2006 (the "Act") and regulations made thereunder. It is domiciled in the United Kingdom and is subject to The City Code on Takeovers and Mergers. The Company's LEI is 2138003XG3H3I2J3BJ24.
The Company was admitted to the standard listing segment of the Official List of the FCA ("Official List") and to trading on the Main Market of the London Stock Exchange on 17 December 2015. Initially under the name of Levrett plc, the Company changed its name to Nuformix plc on 13 October 2017. The Company is a pharmaceutical development group targeting unmet medical needs in fibrosis and oncology via a drug repurposing strategy.
2.2 The following persons, directly or indirectly, have an interest in the Company's capital or voting rights which is notifiable under English Law:
| At the date of this Document | On Admission | |||
|---|---|---|---|---|
| Name | No. of Existing Ordinary Shares |
% of Existing Share Capital |
No. of New Ordinary Shares |
% of Enlarged Share Capital |
| Hargreaves Lansdown (Nominees) | 240,138,728(1) | 29.31 | 274,138,728(3) | 19.31 |
| Interactive Investor Services | 113,003,245(2) | 13.79 | 113,003,245(2) | 7.96 |
| HSDL Nominees Limited | 93,891,282 | 11.46 | 93,891,282 | 6.62 |
| Vidacos Nominees Limited | 72,071,629 | 8.80 | 72,071,629 | 5.08 |
| Peel Hunt Partnership Limited | 70,477,028 | 8.60 | 70,477,028 | 4.97 |
| Barclays Direct Investing Nominees | 60,911,126 | 7.43 | 60,911,126 | 4.29 |
| Dan Gooding | 37,500,000(4) | 4.58 | 49,500,000(4) | 3.49 |
| Joanne Holland | 37,500,000(4) | 4.58 | 37,500,000(4) | 2.64 |
| Lawshare Nominees Limited | 33,411,315 | 4.08 | 33,411,315 | 2.35 |
(1) this includes 37,500,000 held beneficially by Joanne Holland, representing 4.58% of the Existing Share Capital
(2) this includes 37,500,000 held beneficially by Dan Gooding, representing 4.58% of the Existing Share Capital and 2.64% of the Enlarged Share Capital
(3) this includes 12,000,000 held beneficially by Dan Gooding and 22,000,000 held beneficially by Julian Gilbert, each pursuant to the Subscription
(4) beneficial holding
Other than those shares noted above as being held beneficially by Dan Gooding and Joanne Holland, there are no beneficial shareholders who hold 3% or more of the Existing Share Capital.
2.2.1 Directors
The Company's board of directors ("Board") is comprised of Dr Julian Clive Gilbert (Non-Executive Chairman), Dr Daniel John Gooding (Executive Director), and Madeleine Elizabeth Kennedy (Non-Executive Director) ("Directors" and each a "Director").
2.2.2 The Company has engaged Kreston Reeves LLP as its statutory auditors.
2.3 What is the key financial information regarding the issuer?
2.3.1 Selected historical financial information
Selected historical financial information for the Company and its subsidiaries ("Group")
| Unaudited | Audited | Unaudited | |
|---|---|---|---|
| Six months ended | Period ended | Six months ended | |
| 31 March 2023 | 30 Sep 2023 | 31 March 2024 | |
| £'000 | £'000 | £'000 | |
| Revenue | - | - | - |
| Cost of sales and administrative expenses | (338) | (928) | (243) |
| Share option charge | - | - | - |
| Transaction costs | - | - | - |
| Reverse acquisition expenses | - | - | - |
| Loss from operations | (338) | (928) | (243) |
| Impairment | - | - | - |
| Taxation | - | 69 | - |
| Loss of the period | (338) | (859) | (243) |
| Unaudited | Audited | Unaudited | |
| As at 31 March 2023 | As at 30 Sep 2023 | As at 31 March 2024 | |
| £'000 | £'000 | £'000 | |
| Total Assets | 4,502 | 4,418 | 4,355 |
| Total Liabilities | (274) | (223) | (253) |
| Net assets | |||
| Total Equity | 4,228 | 4,195 | 4,102 |
| Unaudited | Audited | Unaudited | |
| Six months ended | Period ended | Six months ended | |
| 31 March 2023 | 30 Sep 2023 | 31 March 2024 | |
| £'000 | £'000 | £'000 | |
| Net cash used in operations | (95) | (546) | (169) |
| Net cash used in investing activities | - | 50 | - |
| Net cash generated from financing activities | (36) | 285 | 150 |
| Net increase/(decrease) in cash and cash equivalent | (131) | (262) | (19) |
| Cash and cash equivalents at beginning of period | 390 | 464 | 203 |
| Cash and cash equivalents at end of period | 259 | 203 | 184 |
2.3.2 Pro forma financial information
Not applicable. There is no pro forma financial information in the Prospectus.
2.3.3 Qualifications to audit reports
The auditor's report within the financial statements for the Group for the year ended contains a statement on material uncertainty related to going concern, which indicates that the Group will need to raise additional funds in order to meet its committed liabilities during the going concern period.
Future funding requirements - The Group is raising gross proceeds of £300,000 pursuant to the Placing and Subscription to provide working capital for the Group's strategy. However, in the opinion of the Company, the working capital available to the Company is not sufficient for the Group's present requirements, that is, for at least the next 12 months from the date of this Document. The Group intends to use the net proceeds from the Placing and Subscription to obtain Orphan Drug Designation for NXP002 and develop discussions with potential partners with the aim of securing an out-licence or option agreement on NXP002. Prospective licensees may require additional data over and above the Orphan Drug Designation, which would require further funding. If no out-licence deal or option agreement is concluded by March 2025, or the revenue generated by such deal does not provide sufficient working capital to meet the Company's strategy for the full 12-month period from the date of this Document ("Working Capital Period"), a working capital shortfall of £300,000 will arise at that time for the Group's requirements for the remainder of the Working Capital Period. The shortfall of£300,000 would be required to provide working capital in line with the Company's strategy to fund corporate and operational overheads and to fund further studies during the Working Capital Period, allowing the Group to conduct novel target engagement investigations and subsequent preclinical in vivo studies, translating these data to the in vivo setting. These additional studies, along with an additional 5.5 months of licensing discussions, may enable the Company to close a licensing transaction.Should the data generated from these additional studies not be enough to conclude a deal, a human Phase IIa trial (human proof-of-concept study) for NXP002, requiring funding in the range of £6 million to £8 million may be required. Additional funding for a clinical trial would not be required prior to the end of the 12-month period from the date of this Document. There is no certainty that raising further funds will be possible or on acceptable terms. Any additional equity financing may be dilutive to shareholders, and debt financing, if available, may place restrictions on the financing and operating activities of the Group. If the Group is unable to obtain additional financing as required beyond March 2025, then the Directors will consider all legal avenues open to them at that time. In the event that the Company is unable to fund itself, an administration would have to be considered, which could provide little or no value for shareholders.
Failure of Nuformix product opportunities in pre-clinical and clinical trials - The success of the Group will depend in part on its ability to conduct pre-clinical and clinical trials in respect of its lead pharmaceutical product opportunities. It is possible that development challenges may be encountered. Material delays, material regulatory issues or formulation problems may increase the costs or result in the development programmes being halted and the likelihood of any successful commercialisation may decrease significantly. There is also no guarantee that the Group or the appointed clinical research organisations ("CROs") operating on behalf of the Group will be able to recruit sufficient number of patients to complete future trials. As a result, the Group's financial results and the commercial prospects for its product candidates may be harmed, its costs may increase, and its ability to generate significant revenues could be delayed or adversely affected.
Development risk in respect of NXP002 and an ongoing basis - The Group's business depends to a significant extent on the successful completion of pre-clinical and eventual clinical studies for its lead drug candidates. There are a number of pre-clinical and clinical testing phases which a drug candidate must satisfy to provide validation to support eventual out-licensing. Despite its efforts, the Group's product candidates may not offer therapeutic or other improvement over existing care available or competing drugs; be capable of being produced in commercial quantities at acceptable costs; or be successfully marketed as pharmaceutical product opportunities. The Group will not generate income from out-licensing if its clinical development of NXP002 is unsuccessful.
Orphan Drug Designation - The Group aims to seek Orphan Drug Designations (from the European Medicines Agency and the U.S. Food and Drug Administration) for NXP002 by March 2025, which the Directors believe will be required to secure an out-licence or option agreement for the product opportunity. If this is not achieved, a deal may not be possible on attractive commercial terms or at all. In this case, potential revenue which would otherwise have been generated from such a deal would be substantially reduced which would have a material adverse effect on the Group's business, financial condition, capital resources, results and/or future operations and, as a result, the Group's share price could fall and shareholders would lose value. If Orphan Drug Designation is not achieved by March 2025 or at all and licensing revenue is therefore not obtained, the Group would need to raise further funds. If the Group is unable to obtain additional financing, then the Directors will consider all legal avenues open to them at that time. In the event that the Company is unable to fund itself, an administration would have to be considered which could provide little or no value for shareholders.
Dependence on key personnel and scientific and clinical collaborators - The Group's success is dependent on the expertise and experience of the Directors, consultants, its scientific collaborators and research partners. Whilst the Group has entered into employment and other agreements with each of these key personnel, the retention of such personnel cannot be guaranteed. Should key personnel leave or no longer be party to agreements or collaborations with the Group, the Group's business prospects, financial condition and/or results of operations may be materially adversely affected. To develop and commercialise new product opportunities, the Group relies on retaining and recruiting appropriately qualified personnel, including personnel with a high level of scientific and technical expertise. The Group may be unable to find a sufficient number of appropriately highly-trained individuals to satisfy its growth rate which could affect its ability to develop as planned.
Reliance on third parties and CROs - The Group's business model involves the use of external resources, including the development of product opportunities and their licensing to the point of commercial implementation. Future development of the Group's product opportunities will partly depend upon the performance of these third parties which will include CROs. Whilst the Group will rely on its appointed CROs to ensure its pre-clinical and clinical studies are conducted properly and within the required timescales, this does not remove the regulatory responsibilities of the trial from the Group. If the CRO does not successfully carry out its contractual obligations or fails to meet expected deadlines, or if the quality or accuracy of the data it obtains is compromised due to its failure to adhere to protocols or regulatory requirements, the Group's research and development studies may be extended, delayed or terminated and the Group may be unable to obtain regulatory approval or successfully commercialise its product candidates. As a result, the Group's financial results and the commercial prospects for its product candidates may be harmed, its costs may increase, and its ability to generate significant revenues could be delayed or adversely affected.
Development timelines - Development timelines are at risk of delay as the timing of regulatory approvals to conduct trials are uncertain and the outcome of formulation development and in-vitro and in-vivo validation of prototype formulations is not always possible to predict. There is therefore a risk that development could take longer than expected by the Directors and as such, the losses incurred by the Group will be prolonged. In addition, as the Group has limited resources, it may choose to delay the pursuit of certain opportunities in respect of either NXP002 or NXP004, should one programme prove to have greater commercial potential. The Group will not generate income until out-licensing of its NXP002 and NXP004 product opportunities has occurred.
Market acceptance of current and new product opportunities - There can be no assurance that the Group's
research and development and/or technology will prove to be an attractive addition or alternative to traditional tools and competing product opportunities and technologies currently used. The development of a market for the Group's product opportunities is affected by many factors, some of which are beyond the Group's control, including: the emergence of newer, more competitive technologies and product opportunities; the cost of the product opportunities themselves; customer perceptions of the accuracy and reliability of its product opportunities; customer reluctance to buy a new product; and customer reliance on competitors' proprietary systems. The Group will not attract the attention of potential partners with which to enter into out-licensing arrangements without the potential in the market for the Group's product opportunities being clear and as such will not be able to generate income from out-licensing of its product opportunities. If the Group has not been able to out-licence its product opportunities by the end of the Working Capital period as a result of the above factors, the Group may seek to raise further funding post the Working Capital Period in this scenario, but there is no guarantee that this will be successful if the Group's lead programme NXP002 is not accepted in the market for any of the above, or other, reasons.
Intellectual property ("IP") and proprietary technology - The Group will rely on IP laws and third party nondisclosure agreements to protect its patents and other proprietary rights. No assurance can be given that any currently pending patent applications or any future patent applications will result in patents being granted. In addition, there can be no guarantee that the patents will be granted on a timely basis, that the scope of any patent protection will exclude competitors or provide competitive advantages to the Group, that any of the Group's patents will be held valid if challenged, or that third parties will not claim rights in, or ownership of, the patents and other proprietary rights held by the Group. If the Group fails to maintain valid patents, this could have an adverse impact on the Group's potential revenue from licensing deal royalties, which are typically dependent on the licensee having valid patents. In this case, potential revenue would be substantially reduced which would have a material adverse effect on the Group's business, financial condition, capital resources, results and/or future operations.
The securities subject to Admission are ordinary shares of 0.05p each which are denominated in UK Sterling and will be registered with ISIN number GB00BYW79Y38 and SEDOL number BYW79Y3. As at the date of this Document, there are 819,309,368 ordinary shares of 0.1p each in the capital of the Company ("Ordinary Shares") in issue ("Existing Ordinary Shares"). The Company is proposing to complete a subdivision of the Ordinary Share capital of the Company whereby each of the Existing Ordinary Shares will be subdivided into one new ordinary share of 0.05p each ("New Ordinary Share") and one deferred share of 0.05p each ("Capital Reorganisation"). 440,000,000 New Ordinary Shares will be issued pursuant to a placing ("Placing") ("Placing Shares") and 160,000,000 New Ordinary Shares will be issued pursuant to a subscription ("Subscription") ("Subscription Shares") (the Placing Shares and the Subscription Shares being the "Fundraising Shares") (the New Ordinary Shares resulting from the Capital Reorganisation and the Fundraising Shares together being the "Enlarged Share Capital"). The issue price paid is in UK Sterling. The Company's issued ordinary share capital as at the date of this Document and following admission of the Fundraising Shares is as follows:
| Share class | Number of shares in issue | |
|---|---|---|
| As at the date of this Document | On Admission | |
| Ordinary Shares | 819,309,368 | 1,419,309,368 |
The New Ordinary Shares will, on Admission, rank pari passu in all respects with all other Ordinary Shares in issue and will therefore rank equally for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company. Each ordinary share ranks pari passu for voting rights. Every shareholder present in person at a general meeting of the Company shall have one vote on a show of hands and, on a poll, every shareholder present in person or by proxy shall have one vote for every share of which he is the holder. The Directors can call a general meeting at any time. All members who are entitled to receive notice under the Articles must be given notice. On a winding-up, the liquidator may, with the sanction of a special resolution of the Company and subject to and in accordance with the Companies Act 2006 ("Act") divide among the shareholders in specie or kind the whole or any part of the assets of the Company. Subject to the Act, the Company may, by ordinary resolution, declare dividends to be paid to members of the Company according to their rights and interests in the profits of the Company available for distribution, but no dividend shall be declared in excess of the amount recommend by the Board. All ordinary shares, including the New Ordinary Shares are freely transferable.
It is the current intention of the Directors to retain any earnings arising from the Group's activities to fund further investments by the Group and achieve capital growth. Accordingly, they do not intend to pay dividends in the immediate future.
Application will be made for the New Ordinary Shares to be admitted to the equity securities (transition) category of the Official List of the FCA under Chapter 22 of the listing rules ("UKLR") and to trading on the Main Market of the London Stock Exchange. It is expected that Admission will become effective and that unconditional dealings will commence on the London Stock Exchange at 8.00 a.m. on 5 November 2024.
The Company will need to seek alternative funding in the event that the Placing and Subscription is not approved by shareholders - In the event that the issue of the Fundraising Shares is not approved by shareholders, the Company would have to immediately seek alternative funding. There is no guarantee that alternative equity or debt funding could be secured, or sufficient proceeds be realised from the sale of the Company's assets to enable the Company to continue as a going concern. Should alternative funding not be secured, the Company may become insolvent leading to no value being attributable to the Ordinary Shares.
Investors may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable - Investments in Ordinary Shares may be relatively illiquid. There may be a limited number of shareholders and this factor may contribute both to infrequent trading in the Ordinary Shares on the London Stock Exchange and to volatile Ordinary Share price movements. Investors should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable. Accordingly, the Ordinary Shares may not be suitable for short-term investment. Admission of the New Ordinary Shares should not be taken as implying that there will be an active trading market for the Ordinary Shares. Even if an active trading market develops, the market price for the Ordinary Shares may fall below the issue price.
Dividend payments on the Ordinary Shares are not guaranteed - There can be no assurance as to the level of future dividends (if any). The declaration, payment and amount of any future dividends of the Company are subject to the discretion of the Board, and will depend on, among other things, the Company's earnings, financial position, cash requirements and availability of profits. A dividend may never be paid.
Dilution of Existing Ordinary Shares - If the Company decided to offer additional Ordinary Shares in the future, this could dilute the interests of investors and/or have an adverse effect on the market price of the Ordinary Shares. For instance, it is possible that the Company will need to raise further funds after the end of March 2025 to address any shortfall in working capital if a licence agreement or option agreement is not secured, or not secured on terms which generate sufficient revenue for future requirements. Furthermore, in the event that all outstanding warrants are all exercised this would mean approximately a further £220,200 of funding to the Company and also dilute the interests of investors and shareholders by approximately 4.61% of the Enlarged Share Capital.
General Investment - A number of factors outside the Company's control could impact on its performance and the price of its New Ordinary Shares, including investor sentiment and local and international stock market conditions. Shareholders should recognise that the market price of shares may fall as well as rise and that the market price of the New Ordinary Shares may not reflect the underlying value of the Company. Economic and global political uncertainty continue to present significant challenges and may adversely affect the performance of the Company. It is also possible that currently unknown and unanticipated events, either domestic or international, may occur and have a negative effect on economic activity and adversely affect the performance of the Company.
Trading market for the New Ordinary Shares - The share price of publicly traded companies, including those listed on the London Stock Exchange, can be highly volatile and shareholdings illiquid. The price at which the New Ordinary Shares will be quoted and the price which investors may realise for their shares will be influenced by a large number of factors, which could include, but not limited to, the performance of both the Group's and its competitors' businesses, variations in the operating results of the Group, divergence in financial and operational results from analysts' expectations, changes in earnings estimates by stock market analysts, large purchases or sales of New Ordinary Shares, legislative changes and general economic, political and regulatory conditions. Prospective investors should be aware that the value of an investment in the Company may go down as well as up. Investors may therefore realise less than, or lose all of, their investment.
The Company has issued 600,000,000 Fundraising Shares at 0.05p per share conditional, inter alia, upon Admission occurring and becoming effective by 8.00 a.m. London time on 31 October 2024 (or such later date as the Company and CMC Markets UK Plc ("Broker") may agree, being no later than 10 November 2024). The subscribers' commitment is irrevocable. The rights attaching to the ordinary shares will be uniform in all respects and all of the ordinary shares will form a single class for all purposes. If any of the conditions are not satisfied, or, if applicable, waived, the Placing and Subscription will not proceed. The Placing is not underwritten.
| Action | Timeframe |
|---|---|
| Publication of this Document | 16 October 2024 |
| Latest time and date for receipt of Forms of Proxy for the General Meeting | 10.00 a.m. on 31 October 2024 |
| Time and date of General Meeting | 10.00 a.m. on 4 November 2024 |
| Result of the General Meeting announced through RNS | 4 November 2024 |
| Record Date for the Capital Reorganisation | 6.00 p.m. on 4 November 2024 |
|---|---|
| Admission of New Ordinary Shares effective and commencement of dealing | 8.00 a.m. on 5 November 2024 |
| Expected date for CREST accounts to be credited | 5 November 2024 |
| Despatch of definitive certificates (where applicable) expected by no later than | 11 November 2024 |
Application will be made for the New Ordinary Shares to be admitted to the equity shares (transition) category Official List of the FCA in accordance with Chapter 22 of the UKLR and to trading on the Main Market of the London Stock Exchange. It is expected that Admission will become effective and that unconditional dealings will commence on the London Stock Exchange at 8.00 a.m. on 5 November 2024.
The New Ordinary Shares will be available to be issued in either registered form (i.e. certified) or electronic form (i.e. via CREST). Where applicable, definitive share certificates in respect of the New Ordinary Shares to be issued are expected to be dispatched, by post at the risk of the recipients, to the relevant holders, not later than 11 November 2024. Prior to the dispatch of definitive share certificates in respect of any New Ordinary Shares which are held in certificated form, transfers of those New Ordinary Shares will be certified against the register of members of the Company. No temporary documents of title will be issued.
The percentage dilution of the Existing Ordinary Shares as a result of the Placing and the Subscription will be approximately 42.27%. Upon Admission, the Fundraising Shares will represent approximately 42.27% of the Enlarged Share Capital of the Company.
As at the date of this Document, the Company will have warrants over 42,160,714 ordinary shares which are outstanding, as set out below:
| Warrant Holder | No. of Warrants over Ordinary Shares |
Exercise Price |
Issue Date | Expiry Date | |
|---|---|---|---|---|---|
| "2021 Warrants" | |||||
| Novum Securities Limited | 580,357 | 2.80p | 01/02/2021 | 21/10/2025 | |
| Other warrants (2021) | 580,357 | 2.80p | 01/02/2021 | 21/10/2025 | |
| "Director Warrants" | |||||
| Julian Gilbert | 3,000,000 | 1.45p | 23/11/2021 | 23/11/2026 | |
| Madeleine Kennedy | 3,000,000 | 1.45p | 23/11/2021 | 23/11/2026 | |
| "2023 Warrants" | |||||
| Other warrants (2023) | 35,000,000 | 0.25p | 21/04/2023 | 21/04/2025 | |
| Total: | 42,160,714 |
The Company constituted a warrant instrument on 26 January 2021, granting warrants over 1,160,714 ordinary shares (the "2021 Warrants") exercisable at a price of 2.80p per share by notice in writing. The 2021 Warrants are exercisable at any time from the date of grant until 21 October 2025, after which they shall lapse. The 2021 Warrants may be exercised in whole or part (save that a minimum of 50,000 warrants must be exercised at any given time, unless fewer warrants are held in which case, the warrants must be exercised in whole). The 2021 Warrants are transferable only in certain circumstances.
The Company granted each of Madeleine Kennedy and Julian Gilbert warrants over 3,000,000 ordinary shares in the capital of the Company pursuant to warrant agreements dated 23 November 2021 ("the Director Warrants"). The Director Warrants may be exercised in whole or part at any time from the first anniversary of the agreement until the third anniversary (save that a minimum of 50,000 warrants must be exercised at any given time, unless fewer warrants are held in which case, the warrants must be exercised in whole). The Director Warrants are exercisable by written notice at a price of 1.45p per share. The Director Warrants shall lapse and have no further effect if the warrant holder ceases to be a director of the Company or on the expiry of five 5 years from date of grant, whichever is earlier. The Company must notify the warrant holders as soon as possible if it becomes aware of a change of control event, following which the warrant holder has 20 business days to exercise the warrants. The Director Warrants are not transferable.
The Company constituted a warrant instrument on 14 April 2023, grating warrants over 35,000,000 ordinary shares (the "2023 Warrants") exercisable at a price of 0.25p per share by notice in writing. The 2023 Warrants are exercisable at any time from the date of grant until 21 April 2025, after which they shall lapse. The 2023 Warrants may be exercised in whole or part (save that a minimum of 50,000 warrants must be exercised, unless fewer are held in which case, they must be exercised in whole). The 2023 Warrants are transferable only in certain circumstances.
Pursuant to a placing agreement between the Company and the Broker dated 20 September 2024, the Company granted the Broker warrants valid for two years giving the Broker the right to acquire Ordinary Shares equivalent to 6% of the gross value of funds raised, exercisable at the issue price. If all outstanding warrants are exercised then the Enlarged Share Capital would be diluted by approximately 4.61%.
The estimated expenses incurred (or to be incurred) by the Company in connection with the Fundraise and Admission are approximately £71,270 (exclusive of VAT). No expenses will be charged to investors.
4.2.1 Reasons for the Placing, Subscription and Admission
The Company has conditionally raised gross proceeds of £300,000 by way of the Placing and Subscription in order to provide working capital for the Company's strategy.
The proceeds of the Fundraise, which total £300,000 (before expenses of approximately £71,270 excluding VAT), will be used to generate data and, to initiate and further develop discussions with potential partners to secure outlicense agreements on the Company's NXP002 and NXP004 programmes. Specifically, it is anticipated that the net proceeds of the Fundraise (approximately £228,730) receivable by the Company will be applied as follows:
| - | Research and development ("R&D") | £30,000.00 |
|---|---|---|
| - | Staff costs – R&D | £18,441.00 |
| - | Patent maintenance | £27,500.00 |
| - | Staff costs – general and administration | £17,325.00 |
| - | Audit/Accountancy fees | £65,345.50 |
| - | Investor relations/broker/listing fees | £43,747.50 |
| - | Legal/professional fees | £19,625.50 |
| - | General overheads | £6,745.50 |
| Total: | £228,730.00 |
A portion of the net proceeds of the Fundraise will be used provide working capital for the Group.
Whilst the Group intends to use the net proceeds from the Placing and Subscription to obtain Orphan Drug Designation for NXP002 and to initiate, and further develop, discussions with potential partners with the aim of securing an out-licence or option agreement on NXP002, it is possible that prospective licensees may require additional data over and above the Orphan Drug Designation, which would require further funding. If no out-licence deal or option agreement is concluded by March 2025, or the revenue generated by such deal does not provide sufficient working capital to meet the Company's strategy for the Working Capital Period, a working capital shortfall of £300,000 will arise at that time for the Group's requirements for the remainder of the Working Capital Period. The shortfall of £300,000 would be required to provide working capital in line with the Company's strategy to fund corporate and operational overheads and to fund further studies during the Working Capital Period, allowing the Group to conduct novel target engagement investigations and subsequent preclinical in vivo studies, translating these data to the in vivo setting. These additional studies, along with an additional 5.5 months of licensing discussions, may enable the Company to close a licensing transaction. However, should the data generated from these additional studies not be enough to conclude a deal, potential licensees may require a human Phase IIa trial (human proof-of-concept study) for NXP002 to be completed, requiring funding in the range of £6 million to £8 million. Additional funding for a clinical trial would not be required prior to the end of the 12-month period from the date of this Document. If the Directors chose to conduct such a study, funding would only be sought at least 12 months after the publication of this Document. The funds to be allocated from the net proceeds of the Fundraise for general and administration purposes above are expected to support the Group until the end of March 2025 on the current run rate of expenditure and without any additional revenue from any out-licensing activities from NXP002 and NXP004.
There are no material conflicts of interest pertaining to the Fundraise or Admission.
16 October 2024
The attention of prospective investors is drawn to the fact that an investment in the New Ordinary Shares may not be suitable for all such investors and will involve a variety of risks which, if they occur, may have a material adverse effect on the Company's business, financial condition, results or future operations. In such case, the market price of the New Ordinary Shares could go down as well as up, and an investor might lose all or part of his or her investment. No assurance can be given that investors will realise a profit or avoid a loss on their investment. Prospective investors should ensure they are capable of evaluating the merits and risks of an investment and that they have sufficient resources to be able to bear any losses (which may be equal to the whole amount invested) which may result from such an investment.
In addition to the information set out in this Document, the following risk factors should be considered carefully in evaluating whether to make an investment in the New Ordinary Shares.
Additionally, there may be further risks of which the Company and the Directors are not aware or believe to be immaterial which may, in the future, adversely affect the Company's business, financial condition or results of operations and the market price of the New Ordinary Shares.
Before making a final investment decision, prospective investors should carefully review and evaluate the risks and the other information contained in this Document and consider carefully whether an investment in the New Ordinary Shares is suitable for them in the light of their personal circumstances and the financial resources available to them. Any prospective investor who is in any doubt as to any action he should take, should consult with an independent financial adviser authorised under FSMA, if the investor is in the United Kingdom or, if not, another appropriately authorised independent financial adviser, who specialises in advising on the acquisition of shares and other securities.
There can be no guarantee that the Company's objectives will be achieved.
The Group is raising gross proceeds of £300,000 pursuant to the Placing and Subscription to provide working capital for the Group's strategy. However, in the opinion of the Company, the working capital available to the Company is not sufficient for the Group's present requirements, that is, for at least the next 12 months from the date of this Document.
The Group intends to use the net proceeds from the Placing and Subscription to obtain Orphan Drug Designation for NXP002 and to initiate, and further develop, discussions with potential partners with the aim of securing out-licence or option agreement on NXP002. However, dependent on the feedback from potential licensees, it is possible that prospective licensees may require additional data over and above the Orphan Drug Designation, which would require further funds to be raised.
If no out-licence deal or option agreement is concluded by March 2025, or the revenue generated by such deal does not provide sufficient working capital to meet the Company's strategy for the full 12 month period from the date of this Document (the "Working Capital Period"), a working capital shortfall of £300,000 will arise at that time for the Group's requirements for the remainder of the Working Capital Period. The shortfall of £300,000 would be required to provide working capital in line with the Company's strategy to fund corporate and operational overheads and to fund further studies during the Working Capital Period, allowing the Group to conduct novel target engagement investigations and subsequent preclinical in vivo studies, translating these data to the in vivo setting. These additional studies, along with an additional 5.5 months of licensing discussions, may enable the Company to close a licensing transaction.
Should the data generated from these additional studies not be enough to conclude a deal, a human Phase IIa trial (human proof-of-concept study) for NXP002, requiring funding in the range of £6 million to £8 million may be required. Additional funding for a clinical trial would not be required prior to the end
of the 12-month period from the date of this Document.
There is no certainty that raising further funds will be possible or on acceptable terms. Any additional equity financing may be dilutive to shareholders, and debt financing, if available, may place restrictions on the financing and operating activities of the Group. If the Group is unable to obtain additional financing as required beyond March 2025, then the Directors will consider all legal avenues open to them at that time. In the event that the Company is unable to fund itself, an administration would have to be considered which could provide little or no value for shareholders.
The success of the Group will depend in part on its ability to conduct pre-clinical and clinical trials in respect of its lead pharmaceutical product opportunities. The Group aims to conduct late-stage preclinical research and development and possibly early clinical stages of development in the EU for its lead programme, NXP002. There is no guarantee that any of the envisaged pre-clinical and early clinical trials will be successful.
Pre-clinical studies completed by the Group to date on NXP002 suggest that the Group's proprietary novel drug forms offer solutions to the historic problems faced in developing this small molecule. Based on the data, the Directors believe that the aims of the planned work is achievable.
Whilst the Directors are optimistic about the prospects of further work for NXP002, it is possible that development challenges may be encountered. Material delays, material regulatory issues or formulation problems may increase the costs or result in the development programmes being halted and the likelihood of any successful commercialisation may decrease significantly. There is no guarantee that the Group or the appointed clinical research organisations operating on behalf of the Group will be able to recruit sufficient number of patients to complete future trials. In such circumstances, it may be difficult or impossible for the Group to secure out-licensing deals for its products and the Group will not be able to generate revenues from its out-licensing business model as anticipated. This would have a material adverse effect on the Group's business, financial condition, capital resources, results and/or future operations which could lead to the Group's share price falling and shareholders losing value.
The Group's business depends to a significant extent on the successful completion of pre-clinical and eventual clinical studies for its lead drug candidates NXP002. There are a number of pre-clinical and clinical testing phases, which a drug candidate must satisfy to provide validation to support eventual out-licensing. Despite its efforts, the Group's product candidates may not:
If the Group's development of its lead programme NXP002 is unsuccessful, the Group will not be able to secure out-licensing deals and, as a result, will not be able generate income from out-licensing as envisaged by its business model. This would have a material adverse effect on the Group's business, financial condition, capital resources, results and/or future operations and, as a result, it is likely that the Group's share price would fall and shareholders would lose value.
The Group aims to seek Orphan Drug Designations for NXP002 (from the European Medicines Agency and the U.S. Food and Drug Administration) by March 2025, which the Directors believe will be required to secure an out-licence or option agreement for the product opportunity. If this is not achieved, a deal may not be possible on attractive commercial terms or at all. In this case, potential revenue which would otherwise have been generated from such a deal would be substantially reduced which would have a material adverse effect on the Group's business, financial condition, capital resources, results and/or future operations and, as a result, the Group's share price could fall and shareholders would lose value.
If Orphan Drug Designation is not achieved by March 2025 or at all and licensing revenue is therefore not obtained, the Group would need to raise further funds. If the Group is unable to obtain additional financing, then the Directors will consider all legal avenues open to them at that time. In the event that the Company is unable to fund itself, an administration would have to be considered which could provide little or no value for shareholders.
The Group's success is dependent on the expertise and experience of the Directors, consultants, its scientific collaborators and research partners. Whilst the Group has entered into employment and other agreements with each of these key personnel, the retention of such personnel cannot be guaranteed. Should key personnel leave or no longer be party to agreements or collaborations with the Group, the Group's business prospects, financial condition and/or results of operations may be materially adversely affected.
To develop and commercialise new product opportunities, the Group relies on retaining and recruiting appropriately qualified personnel, including personnel with a high level of scientific and technical expertise. The Group may be unable to find a sufficient number of appropriately highly-trained individuals to satisfy its growth rate which could affect its ability to develop as planned. In addition, if the Group fails to succeed in pre-clinical or clinical studies or its capital raise is limited, it may make it more challenging to recruit and retain appropriately qualified personnel. The Group's inability to recruit key personnel or the loss of the services of key personnel or consultants may impede the progress of the Group's research and development objectives as well as the commercialisation of its lead product opportunities. Under these circumstances, it may be difficult or impossible for the Group to secure outlicensing deals for its products and the Group will not be able to generate revenues from its out-licensing business model as anticipated. This would have a material adverse effect on the Group's business, financial condition, capital resources, results and/or future operations which could lead to the Group's share price falling and shareholders losing value.
The Group's business model involves the use of external resources across all stages of its business model, including the development of product opportunities and their licensing to the point of commercial implementation. The future development of the Group's product opportunities will partly depend upon the performance of these third parties. The Group cannot guarantee that the relevant third parties will be able to carry out their obligations under the relevant arrangements and that the management team will be able to identify the optimal third parties across the required disciplines.
Third parties will include CROs. The Group will rely on its appointed CROs to ensure its pre-clinical and clinical studies are conducted properly and within the required timescales. Whilst the Group will have an agreement in place with the appointed CROs, it will have limited control over the CROs activities and costs. It is important to note that having a CRO in place does not remove the regulatory responsibilities of the trial from the Group. In this respect, the Group will be responsible for ensuring that any pre-clinical and clinical trials are conducted in accordance with the applicable protocol and that all legal, regulatory and scientific standards are followed. If the Group's CRO does not successfully carry out its contractual duties or obligations or fails to meet expected deadlines, or if the quality or accuracy of the data it obtains is compromised due to its failure to adhere to protocols or regulatory requirements, or for any other reason, the Group's research and development studies may be extended, delayed or terminated and the Group may be unable to obtain regulatory approval or successfully commercialise its product candidates. As a result, the commercial prospects for the Group's product candidates may be harmed, its costs may increase and, ultimately, the Group may not be able to generate revenues from its outlicensing business model.
If this were to occur in relation to future studies to be undertaken after the end of the Working Capital Period, the Group could consider further funding outside the Working Capital Period, but dependent on the impact of the CRO performance issues, there is no guarantee that further funding would lead to the successful out-licensing of the Group's product candidates. Nor is there certainty that raising further funds will be possible or on acceptable terms. Any additional equity financing may be dilutive to shareholders, and debt financing, if available, may place restrictions on the financing and operating activities of the Group. If the Group is unable to obtain additional financing, then the Directors will
consider all legal avenues open to them at that time. In the event that the Company is unable to fund itself, an administration would have to be considered which could provide little or no value for shareholders.
Development timelines are at risk of delay as the timing of regulatory approvals to conduct trials are uncertain and the outcome of formulation development and in-vitro and in-vivo validation of prototype formulations is not always possible to predict. There is therefore a risk that development could take longer than expected by the Directors and as such, the losses incurred by the Group will be prolonged. In addition, as the Group has limited resources, it may choose to delay the pursuit of certain opportunities in respect of either NXP002 or NXP004, should one programme prove to have greater commercial potential.
No assurance can be provided in relation to the success of the pre-clinical and clinical trials planned by the Group. However, by working on known marketed drug molecules that have already been proven as safe, the Group believes that its planned trials are not exposed to significant safety risk.
Pre-clinical studies completed by Nuformix suggest the possibility of success in achieving its early milestones for NXP002. However, no assurance can be provided that the successful completion of further pre-clinical and clinical trials will lead to the Group obtaining licensing agreements that lead to the commercialisation of its product opportunities in order to commence significant revenue generating activities.
The Group will not generate significant income until out-licensing of its NXP002 and NXP004 product opportunities has occurred and until this point the Group will continue to deplete its cash reserves. If the Group fails to successfully out-license its product opportunities, it will not be able to generate revenues from its out-licensing business model as anticipated. This would have a material adverse effect on the Group's business, financial condition, capital resources, results and/or future operations which could lead to the Group's share price falling and shareholders losing value. If the Group has not been able to out-licence its product opportunities by the end of the Working Capital Period as a result of development timeline delays, the Group could consider further funding outside the Working Capital Period, but dependent on the impact of the development timeline delays, there is no guarantee that further funding would lead to the successful out-licensing of the Group's product candidates. Nor is there certainty that raising further funds will be possible or on acceptable terms. Any additional equity financing may be dilutive to shareholders, and debt financing, if available, may place restrictions on the financing and operating activities of the Group. If the Group is unable to obtain additional financing and capital or operational expenditure cannot be further reduced or delayed, then the Directors will consider all legal avenues open to them at that time. In the event that the Company is unable to fund itself, an administration would have to be considered which could provide little or no value for shareholders.
There can be no assurance that the Group's research and development and/or technology will prove to be an attractive addition or alternative to traditional tools and competing product opportunities and technologies currently used. The development of a market for the Group's product opportunities is affected by many factors, some of which are beyond the Group's control, including:
The Group will not attract the attention of potential partners with which to enter into out-licensing arrangements without the potential in the market for the Group's product opportunities being clear. If
the Group fails to enter into out-licensing arrangements as a result of any of the above factors, it will not generate significant income from out-licensing of its product opportunities and will continue to deplete its cash reserves. If the Group has not been able to out-licence its product opportunities by the end of the Working Capital Period as a result of the above factors, the Group may seek to raise further funding post the Working Capital Period, but there is no guarantee that this will be successful if the Group's lead programme NXP002 is not accepted in the market for any of the above, or other, reasons. Any additional equity financing may be dilutive to shareholders, and debt financing, if available, may place restrictions on the financing and operating activities of the Group. If the Group is unable to obtain additional financing, then the Directors will consider all legal avenues open to them at that time. In the event that the Company is unable to fund itself, an administration would have to be considered which could provide little or no value for shareholders.
The Group will rely on intellectual property laws and third party non-disclosure agreements to protect its patents and other proprietary rights. The intellectual property rights on which the Group's business is based is a combination of granted patents, patent applications and confidential business know-how.
No assurance can be given that any currently pending patent applications or any future patent applications will result in patents being granted. In addition, there can be no guarantee that the patents will be granted on a timely basis, that the scope of any patent protection will exclude competitors or provide competitive advantages to the Group, that any of the Group's patents will be held valid if challenged, or that third parties will not claim rights in, or ownership of, the patents and other proprietary rights held by the Group.
Despite precautions taken by the Group to protect its product opportunities, unauthorised third parties may attempt to copy, or obtain and use the Group's intellectual property rights and other technology that is incorporated into its pharmaceutical product opportunities. In addition, alternative technological solutions similar to the Group's product opportunities may become available to competitors or prospective competitors of the Group. It should be noted that once granted, a patent can be challenged both in the relevant patent office and in the courts by third parties. Third parties can bring material and arguments, which the patent office granting the patent may not have seen at the time of granting the patent. Therefore, whilst a patent may be granted to the Group it could in the future be found by a court of law or by the patent office to be invalid or unenforceable or in need of further restriction.
If the Group fails to maintain valid patents, this could have an adverse impact on the Group's potential revenue from licensing deal royalties, which are typically dependent on the licensee having valid patents. In this case, potential revenue would be substantially reduced which would have a material adverse effect on the Group's business, financial condition, capital resources, results and/or future operations.
Should the Group be required to assert its intellectual property rights, including any patents, against third parties, it is likely to use a significant amount of the Group's resources as patent litigation can be both costly and time consuming. No assurance can be given that the Group will be in a position to devote sufficient resources to pursue such litigation. In addition, a defendant could counterclaim that the patent covering the asset and the Group's intellectual property rights is invalid or unenforceable. Any unfavourable outcomes in respect of patent litigation could limit the Group's intellectual property rights and activities moving forward. Any claims made against the Group's intellectual property rights by a third party, even without merit, could be time consuming and expensive to defend and could have a materially detrimental effect on the and the Group's resources and have a material adverse impact on the Group's business, financial condition, capital resources, results and/or future operations which, in turn would have a material negative impact on the Company's share price and shareholder value.
The Directors do not believe that its current portfolio of proprietary drug forms infringe the intellectual property rights of any third parties. However, it is impossible to be aware of all third party intellectual property. Nuformix's research has included searching and reviewing certain publicly available resources which are examined by senior levels of management in order to keep abreast of developments in the field. A third party asserting infringement claims against the Group could require the Group to cease the infringing activity and/or require the and the Group to enter into a licensing or royalty arrangement in respect to the infringing activity. There can be no assurance that such claims would not have a material
adverse effect on the Group's business, financial condition or results. In such circumstances the Group's share price could fall and, as a consequence, shareholders would lose value.
The Group currently has an estate of 13 patent families relating to its lead programmes NXP002 and NXP004. Of these families, 4 have been granted (in the US, Europe, Japan and China), 2 have been allowed (and will automatically proceed to grant in the U.S. and Japan upon payment of the appropriate fees) with 7 patent applications at various stages of prosecution.
Filing, prosecuting and defending patents on drug candidates in all countries throughout the world would be prohibitively expensive. The Group's intellectual property rights in some countries may be less extensive than those in place in other countries. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as those laws in the UK, Europe and the U.S. Consequently, it may prove difficult for the Group to prevent third parties from utilising and/or using their inventions in countries outside of the UK, Europe and the U.S. Many companies encounter significant problems in protecting and defending their intellectual property rights in foreign jurisdictions and it is unlikely that the Group will be immune to this threat. If third parties were to utilise and/or use the Group's inventions in countries outside of the UK, Europe and the U.S., this may adversely impact the Group's ability to conclude a licensing deal with potential partners and, as a result, anticipated royalty revenues could be substantially reduced. Ultimately, this could have a material adverse impact on the Group's business, financial condition, capital resources, results and/or future operations, the Group's share price could fall, and as a consequence shareholders would lose value.
In addition, it is possible that the Group's competitors will use the Group's technologies in jurisdictions where the Group has not yet obtained patent protection in order to develop its own product opportunities. These may then directly compete against the Group's product in the same market place as the Group's patents or other intellectual property rights which are not effective or sufficient to prevent these third parties from competing directly with the Group in that jurisdiction. Enforcing the Group's patent rights in foreign jurisdictions could result in substantial costs and may divert management's efforts and attention from other aspects of its business. In addition, it could put the Group's patents at risk of being invalidated or interpreted narrowly and pending or future patent applications at risk of not being issued to the Group. Substantial time and costs associated with enforcing patent rights could have a material adverse impact on the Group's cash reserves, financial position and business. If the Group's existing patents were invalidated or interpreted narrowly or if the Group's pending or future patent applications were not issued to the Group, this may adversely impact the Group's ability to conclude a licensing deal with potential partners and, as a result, anticipated royalty revenues could be substantially reduced. Ultimately, this could have a material adverse impact on the Group's business, financial condition, capital resources, results and/or future operations, the Group's share price could fall, and as a consequence shareholders would lose value.
Enforcing patent rights could also provoke other third parties to assert claims against the Group. The Group may not prevail in any lawsuits it may initiate in the future and the damages or other remedies awarded, if any, may not be commercially meaningful or represent acceptable compensation in respect to the infringement. The Group's ability to enforce its intellectual property rights and patents around the world may be inadequate in obtaining significant commercial advantage from the intellectual property that it develops or licenses to strategic partners, therefore, the high expense of applying for and maintaining the Group's patents may not lead to royalty revenues that may have been anticipated. This could have a material adverse impact on the Group's business, financial condition, capital resources, results and/or future operations and, as a result, the Group's share price could fall and shareholders would lose value.
The Group is liable for periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on its patents and/or patent applications which will be due to be paid to various governmental patent agencies at several stages over the lifetime of the patents and/or patent applications made by the Group. Nuformix has systems in place to remind it to pay these fees and Nuformix also uses the services of a patent agent, Raphael Bellum LLC, to make patent applications on its behalf and ensure that its current patents are maintained. Patent agencies typically require
compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process.
The Group uses the services of a reputable law firm, a patent specialist and other professionals to assist it in complying with the procedures in place. In many cases, an inadvertent lapse can be resolved by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of the patent rights in the relevant jurisdiction. In such an event, the Group's competitors might be able to enter the market with a therapeutic product that is a copy of or highly similar to one or more of the affected product candidates and this may adversely impact the Group's ability to conclude a licensing deal with potential partners. As a result, anticipated royalty revenues could be substantially reduced and ultimately, this could have a material adverse impact on the Group's business, financial condition, capital resources, results and/or future operations.
The Group operates in a highly regulated environment. The Group's operations will be subject to numerous laws, regulatory restrictions and certain government directives, recommendations and guidelines relating to, amongst other things, occupational safety, laboratory practice, the use and handling of hazardous materials, prevention of illness and injury, environmental protection and animal and human testing. Whilst the Group has outsourced most of its research, testing and production activities, and whist it will take every effort to ensure that the Group and its partners comply with all applicable regulations and reporting requirements, there can be no guarantee that the Group will be able to comply with all necessary rules and regulations. Failure to comply with applicable regulations could result in the Group being unable to successfully commercialise its product opportunities and/or result in legal action being taken against the Group, which could have a material adverse effect on the Group's business, financial condition, capital resources, results and/or future operations.
There can also be no assurance that future legislation will not impose further government regulation, which may have an indirect adverse impact the business or financial condition of the Group. Current and future changes within any of the ethical, legal and regulatory frameworks in the pharmaceutical and biotechnology sector in which the Group operates could negatively impact the Group's growth strategy, revenues, profitability and consequently cash available for investment and new product development. Any change in the regulations governing medical devices could negatively impact the cost, feasibility and timing of new product launches in some or all jurisdictions as well as any claims made about those product opportunities.
The Group will need to obtain various regulatory approvals including the Orphan Drug Designation being sought from the net proceeds of the Placing and Subscription (from the European Medicines Agency and the U.S. Food and Drug Administration) and comply with extensive regulations regarding safety and quality standards in order to complete its trials. The time required for regulatory review can be lengthy, expensive and uncertain. While efforts have been and will be made to ensure compliance with government standards, there is no guarantee that any product will be able to achieve the necessary regulatory approvals to conduct clinical trials. Delays or failure in obtaining regulatory approval for trials would likely have a serious adverse effect on the value of the Group and have a consequent impact on its financial performance. In addition, this could have a material adverse impact on the Group's ability to generate substantial revenues from its out-licensing business model which could have a material adverse impact on the Group's business, financial condition, capital resources, results and/or future operations, leading to Group's share price falling and shareholders losing value.
The Group is following a strategy for commercialisation of its product opportunities, which includes the negotiation of a strategic relationship with one or more major pharmaceutical or biotechnology companies. Such strategic relationships are likely to involve the out-licensing of one or more of the Group's product opportunities for development or marketing. Negotiations with major pharmaceutical or biotechnology companies are generally considered to be time-consuming and uncertain and there can be no guarantee that any such agreement can be negotiated in a timely fashion, on favourable terms to
the Group, or at all. To the extent that the Group is unable to consummate an agreement for such a strategic relationship or if excessive delay is encountered in consummating such a transaction, the Group's ability to begin to produce revenues will be adversely affected. In addition, if such an agreement is entered into, there can be no assurance that the strategic partner will adequately perform and lead to commercialisation of the Group's product opportunities. There is a risk that existing or new licensees or strategic partners may not remit the agreed revenue amounts when they fall due which may lead to the Group experiencing funding difficulties. In addition, any agreement entered into may be terminated without notice and the Group may be liable to reimburse certain costs in respect of the agreement on termination. Furthermore, the Group does not have reciprocal termination rights in the case of some of its existing licensing agreements and may not have reciprocal termination rights in the case of future licensing agreements. In such circumstances, the Group may not be able to generate anticipated revenues from its out-licensing business model, which could have a material adverse impact on the Group's business, financial condition, capital resources, results and/or future operations.
The Group relies on the appointed CROs to conduct future pre-clinical and clinical trials in respect of NXP002. In addition, the Group relies on other third parties to develop its product opportunities and to conduct pre-clinical and clinical trials in respect of these candidates. This means that the Group must, at times, share one or more trade secrets with these current and potential future partners. The Group seeks to protect its proprietary technology in part by entering into confidentiality agreements and, if applicable, material transfer agreements, collaborative research agreements, consulting agreements or other similar agreements with its collaborators, advisors, employees and consultants prior to beginning research or disclosing proprietary information.
These agreements typically limit the rights of the third parties to use or disclose the Group's confidential information, such as trade secrets. Despite the contractual provisions employed when working with third parties, the need to share one or more trade secrets and other confidential information increases the risk that such trade secrets become known by the Group's competitors. In addition, it is possible that the Group's technology or trade secrets are inadvertently incorporated into the technology of others, or are disclosed or used in violation of the agreements put in place by the Group.
Although the Group will implement non-disclosure agreements with all parties with whom it operates, there is a risk of breach that these agreements could be breached and the confidential information about the Group may be disseminated. While the Group could take legal action against any party breaching its agreement, enforcing a claim of this nature is difficult and often can be time consuming and expensive especially given the unpredictable outcome of such claims. Given that the Group's proprietary position is based, in part, on its know-how and trade secrets, a competitor's discovery of one or more of its trade secrets or other unauthorised use or disclosure of the Group's know-how or trade secrets would impair Group's competitive position and may have a material adverse effect on its business.
The nature of the Group's business means that the Group may be exposed to potentially substantial liability for damages. Any such liability could have a material adverse effect on the Group's business and financial condition. Whilst the Group has certain insurance policies in place, there can be no assurance that future insurance cover will be available to the Group at an acceptable cost, if at all, nor that in the event of any claim, the level of insurance carried by the Group now or in the future will be adequate or that a product liability or other claim would not materially and adversely affect the business of the Group. The Group's suppliers may not have insurance in place or may have inadequate insurance to cover any liability which may arise from the product opportunities supplied therefore the Group itself may become liable in whole or in part for claims resulting from negligence of the supplier. In addition, in the case of certain existing supplier agreements the Group has indemnified the supplier for any excess liability over and above its insurance cover. The sectors in which the Group operates, including pharmaceutical and biotechnology industries, inherently involve product liability and other risks, and adequate insurance may be required for activities such as clinical trials. However, the Group's insurance coverage might not be sufficient to cover any claims.
The Group is likely to face technological competition from pharmaceutical companies, biotechnology companies and universities in the future who, for example, could develop competing technology or could discover new technology for more accurate data collection or analysis, or discover or develop a new therapeutic product which could directly compete with the Group's technology. Although the Group's current analysis suggests there are currently no competing crystalline solid form technologies that successfully address the limitations in development of NXP002 and NXP004, the development of new technologies and new product opportunities could give rise to significant new competitors that may have a material adverse effect on the Group's business. The Group may face significant competition, including from those competitors with greater capital resources and who may be able to provide alternative product opportunities before the Group reaches commercialisation. There is no assurance that the Group will be able to compete successfully in such a marketplace. There can be no assurances that the research and development conducted by competitors will not render the Group's product opportunities obsolete or uncompetitive either ahead of commercialisation or in the future. In such circumstances, this could have a material adverse impact on the Group's ability to obtain out-licensing partners and generate substantial revenues from its out-licensing business model which, in turn, would have a material adverse impact on the Group's business, financial condition, capital resources, results and/or future operations, leading to Group's share price falling and shareholders losing value.
The Group's operations now or in the future may be adversely affected by risks outside the control of the Group including labour unrest, war, civil disorder, subversive activities or sabotage, fires, floods, explosions, or other catastrophes, epidemics or quarantine restrictions. Such circumstances could lead to severe delays in developmental timelines with the result that the Group continues to deplete its cash reserves until such time that it is able to secure out-licensing deals to generate income. This could therefore have a material adverse impact on the Group's business, financial condition, capital resources, results and/or future operations.
In the event that the issue of the Fundraising Shares is not approved by Shareholders, the Company would have to immediately seek alternative funding. There is no guarantee that alternative equity or debt funding could be secured, or sufficient proceeds be realised from the sale of the Company's assets to enable the Company to continue as a going concern. Should alternative funding not be secured, the Company may become insolvent leading to no value being attributable to the Ordinary Shares.
Investments in Ordinary Shares may be relatively illiquid. There may be a limited number of Shareholders and this factor may contribute both to infrequent trading in the Ordinary Shares on the London Stock Exchange and to volatile Ordinary Share price movements. Investors should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable. Accordingly, the Ordinary Shares may not be suitable for short-term investment. Admission of the New Ordinary Shares should not be taken as implying that there will be an active trading market for the Ordinary Shares. Even if an active trading market develops, the market price for the Ordinary Shares may fall below the issue price.
There can be no assurance as to the level of future dividends (if any). The declaration, payment and amount of any future dividends of the Company are subject to the discretion of the Board, and will depend on, among other things, the Company's earnings, financial position, cash requirements and availability of profits. A dividend may never be paid. The Company's proposed dividend policy is set out in paragraph 10 of Part I of this Document.
The Company will not require additional funding during the 5.5 months following the date of this Document however, the Company may decide to offer additional Ordinary Shares in the future, and this could dilute the interests of investors and/or have an adverse effect on the market price of the Ordinary Shares. For instance, it is possible that the Company will need to raise further funds after the end of March 2025 to address any shortfall in working capital if a licence agreement or option agreement is not secured, or not secured on terms which provide sufficient revenue for future requirements.
Furthermore, in the event that the Warrants are exercised in full this would mean approximately a further £220,200 of funding to the Company and also dilute the interests of investors and shareholders by approximately 4.61% of the Enlarged Share Capital.
A number of factors outside the Company's control could impact on its performance and the price of its New Ordinary Shares, including investor sentiment and local and international stock market conditions. Shareholders should recognise that the market price of shares may fall as well as rise and that the market price of the New Ordinary Shares may not reflect the underlying value of the Company. Economic and global political uncertainty, including, but not limited to, the ongoing armed conflict in Ukraine, the conflict between Israel and Palestine, the conflict in the Red Sea, ongoing tension between China and Tawain, a continuing period of higher levels of interest rates and inflation, the current tight labour market, disruption to supply chains, low consumer spending, higher energy costs and potential low levels of economic growth, continue to present significant challenges and may adversely affect the performance of the Company. It is also possible that currently unknown and unanticipated events, either domestic or international, may occur and have a negative effect on economic activity and adversely affect the performance of the Company.
The share price of publicly traded companies, including those listed on the London Stock Exchange, can be highly volatile and shareholdings illiquid. The price at which the New Ordinary Shares will be quoted and the price which investors may realise for their shares will be influenced by a large number of factors, which could include, but not limited to, the performance of both the Group's and its competitors' businesses, variations in the operating results of the Group, divergence in financial and operational results from analysts' expectations, changes in earnings estimates by stock market analysts, large purchases or sales of New Ordinary Shares, legislative changes and general economic, political and regulatory conditions. Prospective investors should be aware that the value of an investment in the Company may go down as well as up. Investors may therefore realise less than, or lose all of, their investment. Application has been made for the New Ordinary Shares to be admitted to the equity shares (transition) category of the Official List. A listing on the equity shares (transition) category will afford investors a lower level of regulatory protection than that afforded to investors in companies with ESCC listings on the Official List, which are subject to additional obligations under the UKLR. This in turn may have an adverse effect on the valuation of the Company's Ordinary Shares.
The Company cannot assure investors that the New Ordinary Shares will always continue to be traded on the London Stock Exchange or on any other exchange. If such trading were to cease, certain investors may decide to sell their shares, which could have an adverse impact on the price of the New
Ordinary Shares. Additionally, if in the future the Company decides to obtain a listing on another exchange in addition or as an alternative to the London Stock Exchange, the level of liquidity of the New Ordinary Shares traded on the London Stock Exchange could decline.
There can be no assurance that certain Directors or other Shareholders will not elect to sell their New or Existing Ordinary Shares. The market price of Ordinary Shares could decline as a result of any such sales of Ordinary Shares or as a result of the perception that these sales may occur. In addition, if these or any other sales were to occur, the Company may in the future have difficulty in offering Ordinary Shares at a time or at a price it deems appropriate.
The attention of potential investors is drawn to paragraph 13 of Part III of this Document. The tax rules, and tax treaties, including stamp duty provisions, and their interpretation relating to an investment in the Company, may change during the life of the Company and may alter the tax benefit of an investment made by the Company.
The levels of, and reliefs from, taxation may change. The tax reliefs referred to in this Prospectus are those that are currently available and their value may depend on investors' individual circumstances. Any change in the Company's tax status or the tax applicable to holding New Ordinary Shares or in taxation legislation or its interpretation, could affect the value of the investments held by the Company, its ability to provide returns to Shareholders and/or alter the post-tax returns to Shareholders. Statements in this Document concerning taxation of the Company and its investors are based on current tax law and practice which is subject to change, possibly with retrospective effect. Shareholders should note that the tax legislation of the country in which they are resident and of the Company's country of incorporation may have an impact on the income received from the New Ordinary Shares.
Some of the statements in this Document include forward-looking statements, which reflect the Company's or, as appropriate, the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Company's business).
These statements are identified by their use of terms and phrases such as "believe", "could", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those, variations or comparable expressions, including references to assumptions.
The Directors believe that the expectations reflected in these forward looking statements are reasonable, but they are subject to, inter alia, the risk factors described in the section entitled "Risk Factors" in this Prospectus and are based on assumptions and estimates and involve risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Company or industry results to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements.
New factors may emerge from time to time that could cause the Company's business not to develop as it expects and it is not possible for the Company to predict all such factors. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements.
These forward-looking statements speak only as at the date of this Document and do not in any way seek to qualify the working capital statement. The Company, its Directors will review and update publicly any forward-looking statement, as a result of new information, future developments or otherwise, as required by the Prospectus Regulation Rules, UKLR or DTRs, as appropriate. All subsequent written and oral forward-looking statements attributable to the Company, or individuals acting on behalf of the Company, are expressly qualified in their entirety by this section of the Prospectus entitled "Forward-Looking Statements". Prospective investors should specifically consider the factors identified in this Document which could cause actual results to differ before making an investment decision.
| Directors | Dr Julian Clive Gilbert (Non-Executive Chairman) Dr Daniel John Gooding (Executive Director) Madeleine Elizabeth Kennedy (Non-Executive Director) |
|---|---|
| all of the Company's current registered office at: |
6 th Floor 60 Gracechurch Street London EC3V 0HR |
| Principal Place of Business | th Floor 6 60 Gracechurch Street London EC3V 0HR |
| Website address | https://nuformix.com/ |
| Company Secretary | Ben Harber 6 th Floor 60 Gracechurch Street London EC3V 0HR |
| Broker | CMC Markets UK Plc 133 Houndsditch London EC3A 7BX |
| Auditor | Kreston Reeves LLP 168 Shoreditch High Street London E1 6RA |
| Solicitors to the Company | Shakespeare Martineau LLP No 1 Colmore Square Birmingham B4 6AA |
| Financial Public Relations Advisers |
IFC Advisory Limited Birchin Court 20 Birchin Lane London EC3V 9DU |
| Registrar | Link Group Central Square 29 Wellington Street Leeds LS1 4DL |
| Announcement of the Proposals | 16 October 2024 |
|---|---|
| Publication of this Document | 16 October 2024 |
| Latest time and date for receipt of Forms of Proxy for the General Meeting | 10.00 a.m. on 31 October 2024 |
| Time and date of General Meeting | 10.00 a.m. on 4 November 2024 |
| Result of the General Meeting announced through RIS | 4 November 2024 |
| Capital Reorganisation Record Date | 6.00 p.m. on 4 November 2024 |
| Admission of New Ordinary Shares effective and commencement of dealing | 8.00 a.m. on 5 November 2024 |
| Expected date for CREST accounts to be credited | 5 November 2024 |
| Despatch of definitive certificates (where applicable) expected by no later than | 11 November 2024 |
All of the above timings refer to London time.
The events, times and dates above assume the passing of the Resolutions at the General Meeting, completion of the Placing, Subscription and Admission.
Some of the times and dates above are an indication only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
| Market price per Existing Ordinary Share1 | 0.06p |
|---|---|
| Number of Existing Ordinary Shares in issue at the date of this Document |
819,309,368 |
| Number of New Ordinary Shares at the Issue Price | 600,000,000 |
| Issue Price | 0.05p |
| Enlarged Share Capital on Admission | 1,419,309,368 |
| Market capitalisation of the Company on Admission at the Issue Price | £709,655 |
| Percentage of the Enlarged Share Capital represented by the Fundraising Shares |
42.27% |
| Gross proceeds of the Placing and Subscription | £300,000 |
| Estimated Expenses | £71,270 |
| Estimated net proceeds of the Placing and Subscription | £228,730 |
| EPIC/TIDM symbol | NFX |
| ISIN for the New Ordinary Shares | GB00BYW79Y38 |
| SEDOL for the New Ordinary Shares | BYW79Y3 |
Website address https://nuformix.com/
Notes:
(1) Based on the closing mid-market price of an Existing Ordinary Share on 15 October 2024, being the latest practicable date prior to the publication of this Document.
(Incorporated in England and Wales under the Companies Act 2006 with registered number 09632100)
Dr Julian Clive Gilbert (Non-Executive Chairman) 60 Gracechurch Street Dr Daniel John Gooding (Executive Director) London Madeleine Elizabeth Kennedy (Non-Executive Director) EC3V 0HR
Directors: Registered Office: 6 th Floor
Dear Shareholders and, for information purposes only, Warrant Holders
The Company announced on 20 September 2024 that it had conditionally raised gross proceeds of £300,000 by way of the Placing and Subscription (the "Fundraising") in order to provide working capital for the Group's strategy.
This Document, which comprises a prospectus prepared in accordance with the Prospectus Regulation Rules of the FCA, sets out the details of, and reasons for, the Fundraising and explains why the Board consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole and recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
The Directors are participating in the Fundraise. Further details of these subscriptions are set out in paragraph 7 in this Part I.
Nuformix is a pharmaceutical development group targeting unmet medical needs in fibrosis and oncology via a drug repurposing strategy. The Group aims to use its expertise in discovering, patenting and subsequently developing novel drug forms with improved physical properties, to develop new product opportunities that are differentiated from the original product (by way of dose, delivery route or presentation), thus creating new and attractive commercial opportunities. Nuformix has an early-stage pipeline of preclinical assets which the Directors believe has the potential for significant value and early licensing opportunities.
Nuformix's early-stage pipeline of preclinical assets aims to address areas of high unmet medical need in fibrosis and oncology. The Group has historically targeted product solutions using its expertise in
discovering and filing patent applications on novel crystalline forms of existing, marketed drugs. The Group's proprietary drug forms have improved physical properties that potentially offer solutions to historic limitations that have hindered previous development efforts, with the aim of developing novel products, each representing a commercial opportunity. Importantly, the envisaged commercial opportunity is optimised when the repurposed product becomes differentiated from the original marketed drug by way of either dose, route of administration or presentation.
Drug repurposing is a well-known and successful strategy for enhancing the therapeutic and commercial value of marketed drugs. Such development approaches typically offer a greater probability of success compared to developing newly discovered drugs, due to the existing safety and efficacy data that has been generated on the marketed drug. The existence of this data may also result in lower overall development costs and shorter development timelines.
The Group's business model is to develop its lead programmes through key technical value inflection points before partnering or licensing the associated IP. The Group conducts research and development ("R&D") activities through out-sourcing, to enable it to access the different types of expertise that are needed for drug R&D and to minimise operational costs. The Group has established a network of external contractors, with whom the Group have developed relationships over many years. These external contractor relationships span the development supply chain from pre-clinical to clinical development and include well-known pharmaceutical industry contract research and development organisations through to specialist organisations and universities where more bespoke services are required, both using standard terms and conditions or a negotiated contract agreement. The Group has historically held collaborative research and development agreements with numerous companies including Vectura Plc, Vistagen Inc., Benevolent AI and most recently Oxilio Ltd.
NXP002 is the Group's preclinical lead asset and a potential novel inhaled treatment for IPF and PPF and possibly other fibrosing ILDs. NXP002 is a proprietary, new form of the drug tranilast. NXP002's enhanced physical properties allow delivery to the lung via nebulisation.
There are more than 200 types of interstitial lung diseases (ILD), which are characterised by varied amounts of inflammation, scarring, or both, that damage the lung's ability to absorb oxygen. IPF is the most well-known form of ILD, affecting 100k patients per year in the US. Progressive Pulmonary Fibrosis (PPF), previously referred to as Progressive Fibrosing ILD (PF-ILD), is a larger and even more poorly served segment of the ILD market, affecting approximately 200,000 patients per year in the US.
IPF and PPF are devastating lung diseases associated with a higher mortality rate than many cancers with median survival of 3-5 years. Thus, IPF and PPF represent a high unmet medical need such that the requirement for improved treatment options represents what the Directors believe to be a significant commercial opportunity. IPF is classified as a rare disease and presents a global commercial market that is forecast to grow to US\$6.45bn by 2031. Sales of standard-of-care ("SoC") therapies OFEV and Esbriet (now off patent) achieved US\$3.5bn and US\$0.8bn respectively in 2022.
Tranilast has a long history of safe use as an oral drug for asthma, keloids and hypertrophic scarring, but while there is growing evidence that supports its potential use in other fibrotic conditions, including IPF, a combination of poor physicochemical properties, variable pharmacokinetics and challenging pharmacodynamics following oral delivery limit its potential use in ILDs. NXP002 is differentiated as it is a patent protected, novel form of tranilast that has been optimised for formulation and delivery direct to the lungs by inhalation, potentially overcoming the issues using tranilast orally as a chronic treatments for ILDs.
NXP002 as a potential treatment for IPF, is a likely candidate for Orphan Drug Designation, which could provide additional product protection against potential future competitors in addition to product development advantages.
The inhalation route is a well-known strategy for the treatment of lung diseases to yield greater efficacy and reduce systemic, off-target side-effects compared to oral treatment. Discontinuation of treatment in IPF and PPF patients is currently an issue in the treatment of these diseases with discontinuation rates
for current SoCs up to 80% in certain patient groups due to, in part, their debilitating systemic sideeffects. The Directors believe effective inhalation therapies offer the potential to overcome these limitations of oral therapies.
The positioning of NXP002 as an inhaled treatment for IPF and PPF could be either as added to SoC treatments or administered as a monotherapy for patients non-responsive to SoCs and those declining these therapies due to side effects which impact quality of life.
The Group's pre-clinical inhalation development strategy has significantly progressed NXP002 towards validation of its Target Product Profile (TPP) demonstrating:
The Group conducted studies in a new iteration of a 3D human IPF lung tissue using a disease and species relevant model that has been advanced to significantly reduce output variability. The results from these studies of NXP002 alone and in combination with current SoCs, can be summarised as follows:
This raises the possibility that NXP002 targets additional disease pathways to SoC's when increasing the combined anti-fibrotic and anti-inflammatory response. Following success in suppressing biomarkers of fibrotic disease progression in human IPF lung tissue, the same samples were analysed to assess additional mechanistic and anti-inflammatory benefits on top of SoC's and the results are summarised as follows:
Nuformix's TPP for NXP002 seeks twice daily inhalation administration. To assess NXP002's duration of action, the Group initiated work in an exploratory model in healthy human lung tissue. The model also bridges the Group's successful preclinical work across a variety of LPS-challenge studies. The results are summarised as follows:
The Group discovered novel forms of olaparib, a drug currently marketed by AstraZeneca, as Lynparza®. Lynparza® was approved for the treatment of adults with advanced ovarian cancer and deleterious or suspected deleterious germline BRCA mutation and has since secured similar approvals in breast, pancreatic and prostate cancers. These approvals have propelled Lynparza® sales to US\$2.6bn in 2022 with industry analysts forecasting annual sales of US\$9.7bn by 2028.
Subsequently, further preformulation and in-vitro studies allowed Nuformix to identify lead cocrystals to be progressed for further development. Results from in vitro dissolution studies demonstrated that the two lead NXP004 cocrystals out-performed Lynparza®, both in terms of rate and extent of dissolution and release of olaparib.
Enhancement of dissolution in the currently marketed formulation of Lynparza® resulted in improved bioavailability versus the initial marketed product. Therefore, the Directors believe that NXP004 may offer potential to further increase olaparib's bioavailability. In addition, the Directors believe that the potential simplicity of NXP004-based formulations may offer improvements in product cost-of-goods versus the currently marketed product, which requires complex manufacturing methods.
The Directors believe that these attributes position NXP004 for applications in line-extensions for the currently marketed product, or for possible development in future first-to-generic product opportunities.
NXP001 is a proprietary new form of the drug aprepitant that is currently marketed as a product in the oncology supportive care setting (chemotherapy induced nausea and vomiting) initially exclusively licensed to Oxilio Limited ("Oxilio") for oncology indications. Oxilio has now acquired ownership of Nuformix's NXP001 patent portfolio. Nuformix retained rights to receive further development milestones and royalties capped at £2 million per year under the terms of acquisition.
The Group is focused on generating data and initiating and further developing discussions with potential partners that may support its efforts to secure an out-licence or option agreement for NXP002.
The Group believes that the following activities could aid out-licensing discussions and will be the focus of the use of proceeds:
The Group intends to apply for Orphan Drug Designation with the European Medicines Agency ("EMA") in the first instance. The process of applying for, and securing, Orphan Drug Designation with the EMA is straightforward and the Company will work with experienced regulatory consultants who will support the process. The Group will prepare and submit an application, first focusing on the demonstration of disease prevalence for IPF to confirm its orphan status, followed by data supporting the underlying scientific rationale for NXP002's potential to treat the disease. A pre-submission meeting will be scheduled with the EMA to identify any required changes following which the application will be submitted for review by the EMA's Committee for Orphan Medicinal Products ("COMP"). The COMP have 60 days to review the application and, should they have further questions, they may issue a request for further information or arrange a follow-up discussion meeting. Finally, a COMP report and "public summary of opinion" is issued within 90 days from submission of the application (or earlier, if no
questions are raised). If the opinion is positive, the EMA will submit the COMP opinion to the European Commission, which is responsible for granting orphan designation and who will issue their decision within 30 days of receipt. The drug on which NXP002 is based, tranilast, has already received ODD for the treatment of a fibrotic ophthalmological condition, which the Directors believe demonstrates a precedent for the Group achieving a similar outcome for NXP002 in relation to IPF.
The Group then intends to use content from the EMA application to submit an application for Orphan Drug Designation to the U.S. Food and Drug Administration ("FDA"). Upon application, the FDA will review the request and either issue a designation letter, request for more information or a denial, within 90 days of receipt. It is not necessary to have secured EMA designation to begin the FDA application, and the Company may consider running the two applications in parallel.
Whilst the Group intends to use the net proceeds from the Placing and Subscription to achieve Orphan Drug Designation for NXP002 and to initiate, and further develop, discussions with potential partners with the aim of securing an out-licence or option agreement on the Company's NXP002 programme, it is possible that prospective licensees may require additional data over and above the studies being funded by the Placing and Subscription before an out-licensing transaction may be concluded. If no outlicence deal or option agreement is concluded by March 2025, or the revenue generated by such deal does not provide sufficient working capital to meet the Company's strategy for the full 12-month period from the date of this Document (the "Working Capital Period"), a further £300,000 would be required to provide working capital in line with the Company's strategy to fund corporate and operational overheads and to fund further studies during the Working Capital Period before an out-licensing transaction may be concluded.
The Group currently has an estate of 13 patent families relating to its lead programmes NXP002 and NXP004. These aim to protect the novel drug forms invented by the Group and their subsequent pharmaceutical applications. Of these families, 4 have been granted (in the US, Europe, Japan and China), 2 have been allowed (and will automatically proceed to grant in the U.S. and Japan upon payment of the appropriate fees) with 7 patent applications at various stages of prosecution.
Further patents previously owned by the Group relating to NXP001 have been assigned to Oxilio.
Patents generally have a term of 20 years from their claimed filing date.
The patents and patent applications owned by the Group for the two lead programmes, NXP002 and NXP004 are shown in the tables below:
| Country | Patent Type |
Patent Status | Application No. | Filing Date | Publication No. | Patent No. |
|---|---|---|---|---|---|---|
| China (People's Republic) |
PCT | Pending/Published | CN 201980033248.9 | 14-Aug 2019 |
CN 112236413 A | N/A |
| European Patent Convention |
PCT | Granted | EP 19769990.3 | 14-Aug 2019 |
EP 3837238 A1 | EP 3837238 B1 |
| Hong Kong | REP | Pending/Published | HK 62021039810.8 | 14-Aug 2019 |
HK 40049105 | N/A |
| Japan | PCT | Granted | JP 2020-555115 | 14-Aug 2019 |
JP 2021-533080 A | JP 7372259 B2 |
| United States of America |
PRO | Expired | US 62/718,563 | 14-Aug-2018 | N/A | N/A |
| United States of America |
PCT | Granted | US 17/051,592 | 14-Aug 2019 |
US 2021/0155577 A1 | US 11,078,155 B2 |
| United States of America |
DIV | Pending/Allowed | US 17/365,490 | 14-Aug 2019 |
US 2021/0332003 A1 | Issue fee paid and patent will grant shortly |
| Patent Cooperation Treaty |
ORD | Expired | PCT/EP2019/071881 | 14-Aug 2019 |
WO 2020/035546 A1 | N/A |
| Country | Patent Type |
Patent Status | Application No. | Filing Date | Publication No. | Patent No. |
|---|---|---|---|---|---|---|
| Patent Cooperation Treaty |
ORD | Pending/Published | PCT/IB2022/000089 | 28-Feb 2022 |
WO 2023/161668 A1 | N/A |
The Group's patents relating to NXP002 cover novel drug solid form patents, method of use patents and the synergistic use of NXP002 alongside standards of care in the treatment of idiopathic pulmonary fibrosis and progressive pulmonary fibrosis, with patent prosecution progressing in major pharmaceutical territories. The Group's patents, if granted, offer the potential to protect derived product opportunities out to at least 2039 or at least 2042 (being 20 years from the filing date of PCT/EP2019/071881 and PCT/IB2022/000089, respectively).
| Country | Patent Type |
Patent Status | Application No. | Filing Date | Publication No. | Patent No. |
|---|---|---|---|---|---|---|
| China (People's Republic) |
PCT | Pending/Published | CN 202180076705.X | 14-Sep 2021 |
CN 116710424 A | N/A |
| Japan | PCT | Granted | JP 2023-518150 | 14-Sep 2021 |
JP 2023-538455 A | JP 7453475 B2 |
| United States of America |
PRO | Expired | US 63/079,018 | 16-Sep-2020 | N/A | N/A |
| United States of America |
PCT | Granted | US 18/245,624 | 14-Sep 2021 |
US 2023/0322686 A1 | US 12,012,386 B2 |
| Patent Cooperation Treaty |
ORD | Expired | PCT/IB2021/000617 | 14-Sep 2021 |
WO 2022/058785 A1 | N/A |
| Country | Patent Type |
Patent Status | Application No. | Filing Date | Publication No. | Patent No. |
|---|---|---|---|---|---|---|
| China (People's Republic) |
PCT | Pending | CN 2022800883303 | 10-Nov-2022 | N/A | N/A |
| Europe Patent Convention |
PCT | Pending | EP 22865936.3 | 10-Nov-2022 | N/A | N/A |
| Japan | PCT | Pending | JP 2024-527319 | 10-Nov-2022 | N/A | N/A |
| United States of America |
PRO | Expired | US 63/277,773 | 10-Nov-2021 | N/A | N/A |
| United States of America |
ORD | Granted | US 18/054,272 | 10-Nov 2022 |
US 2023/0183185 A1 | US 12,049,452 B2 |
| Patent Cooperation Treaty |
ORD | Expired | PCT/IB2022/000711 | 10-Nov 2022 |
WO 2023/084311 A1 | N/A |
The Group's patents, if granted, relating to NXP004 cover multiple novel drug cocrystal solid form patents, having improved solubility and dissolution of the drug substance, with patent prosecution progressing in major pharmaceutical territories. The Group's patents offer the potential to protect derived product opportunities out to at least 2041 or at least 2042 (being 20 years from the filing date of PCT/IB2021/000617 and PCT/IB2022/000711, respectively).
The Group is not reliant on any registered trademarks.
Other than the intellectual property set out above, there are no patents or other intellectual property rights, licences, industrial, commercial or financial contracts or new manufacturing processes which are or may be of fundamental importance to the Group's business.
The Board consists of three Directors, brief biographical details of which are set out below:
Dr Julian Gilbert has more than 30 years of commercial and technical experience in the pharmaceutical industry gained at a number of companies including Chiroscience Plc, Mundipharma International Limited, British Technology Group plc (BTG) and Smith Kline & French (now GlaxoSmithKline plc). Most recently, Julian was co-founder and chief executive officer of Acacia Pharma Group plc (Acacia), raising £100m in private and public funding and leading its flotation on Euronext N.V. in 2018. Prior to Acacia, he was co-founder and commercial director of Arakis Limited which was sold to Sosei Group Corporation (now Nxera Pharma Co., Ltd.) in 2005 for £106.5 million. Julian has worked in business development since 1992 and has led multiple business development projects. He is non-executive chairman of River BioMedics B.V. and Exvastat Ltd. Julian has a degree in pharmacy and a PhD in pharmaceutics, both from the University of Nottingham.
Dr Daniel Gooding was a co-founder of Nuformix and the Company's chief executive officer until June 2020. He was reappointed as an executive director in July 2022. He instigated the Company's NXP002 programme as an inhaled therapy for the treatment of idiopathic pulmonary fibrosis ("IPF") and has over 22 years' experience in commercialisation and business development within the pharmaceutical industry, having received his PhD in chemistry from Leeds University.
Dan began his career in commercial roles with pharmaceutical excipients companies including FMC Corporation and Dow Corning. At Accelrys Ltd, Dan was responsible for sales across the UK and Southern Europe, leading business development within the emerging nanotechnology, drug delivery and formulation sectors, achieving licensing deals with Johnson & Johnson Services, Inc. and
AstraZeneca UK Limited. Since June 2020, Dan has remained close to the fields of fibrosis, oncology and drug repurposing. Dan supported the management team of Qureight Limited in securing funding and establishing this Cambridge-based start-up, which develops AI-based image processing methods in measuring disease progression and drug response for patients with fibrotic lung diseases including IPF. Dan has also cofounded TRx Biosciences Limited, a company developing new oral therapies using a novel targeted delivery technology to improve treatment of various cancers and CNS diseases.
Madeleine Kennedy, FCCA, specialises in growing life science businesses and has more than 25 years of experience in the sector, both in public and private companies. Maddy runs a CFO portfolio through CFO4Growth Limited (now Madjak Associates Limited) with recent contracts including Kesmalea Therapeutics Limited, Maxwellia Ltd and PBD Biotech Ltd. She has worked in a variety of areas in the life sciences sector, namely therapeutics, diagnostics, drug development and repurposing, digital health and established brands in businesses undertaking transactions such as strategic reviews, M&A, IPO, fundraising or exit. She was finance director at Alliance Pharma plc from start-up through to the IPO on AIM.
Maddy is an FCCA and has a Post Graduate Diploma in Financial Strategy from Said Business School, Oxford.
The Fundraise comprises a Placing of 440,000,000 New Ordinary Shares and a Subscription for 160,000,000 at the Issue Price.
The Placing is being made by the Company through CMC Markets UK Plc ("the Broker"). Pursuant to the Placing, the Company has conditionally raised £220,000, before expenses, through the issue of the New Ordinary Shares to investors at the Issue Price conditional, inter alia, upon:
Accordingly, if any of the conditions are not satisfied, or, if applicable, waived, the Placing will not proceed.
The Placing is not underwritten. Each investor in the Placing has undertaken to pay the aggregate Issue Price for the New Ordinary Shares issued to it in the manner and by the time directed by the Broker. In the event of any failure by any investor to pay as so directed and/or by the time required, the relevant investor shall be deemed to have appointed the Broker or any nominee of the Broker as its agent to use its reasonable endeavours to sell (in one or more transactions) any or all of the New Ordinary Shares in respect of which payment shall not have been made as directed, and to indemnify the Broker and its respective affiliates on demand in respect of any liability for stamp duty and/or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales. A sale of all or any of such New Ordinary Shares shall not release the relevant investor from the obligation to make such payment for relevant New Ordinary Shares to the extent that the Broker or its nominees (as applicable) have failed to sell such New Ordinary Shares at a consideration which, after deduction of the expenses of such sale and payment of stamp duty and/or stamp duty reserve tax, exceeds the Issue Price (as applicable) per Placing Share.
Pursuant to the Subscription, the Company has conditionally raised £80,000, before expenses, through the issue of the New Ordinary Shares to Subscribers at the Issue Price, including the following subscriptions for New Ordinary Shares by the Directors which constitute related party transactions:
| Director | New Ordinary Shares subscribed for |
Percentage of Enlarged Share Capital held on Admission |
|---|---|---|
| Julian Gilbert | 22,000,000 | 1.57% |
| Maddy Kennedy | 22,000,000 | 1.57% |
| Dan Gooding | 12,000,000 | 3.49% |
The Subscription is conditional on the Resolutions being approved by Shareholders at the General Meeting and on Admission taking place prior to 8.00 a.m. on 31 October 2024 (or such later time as the Company and the Broker may agree, being no later than 8.00 a.m. on 10 November 2024). Each investor for Subscription Shares has agreed to become a member of the Company and agrees to subscribe for its allocated Subscription Shares at the Issue Price. Each Subscriber acknowledges and agrees that it will not be entitled to exercise any rights to rescind or terminate or otherwise withdraw from such commitment at any time, without prior written consent from the Company. By agreeing to subscribe for Subscription Shares, each investor has warranted, acknowledged and agreed, amongst other things, that it has the necessary capacity and authority to subscribe for its Subscription Shares. If the conditions to the Subscription are not satisfied and the Subscription does not proceed, any monies received from investors will be returned without interest to the account of the drawee bank from which they were originally debited as soon as practicable. The Subscription is not conditional on the Placing.
Each of the Company's Directors have agreed to subscribe under the Subscription which will constitute related party transactions.
The Fundraise and the Capital Reorganisation (details of which are set out below) are each conditional on, inter alia, the passing of the Resolutions by Shareholders at the General Meeting, notice of which is set out at the end of this document.
The Placing and the Subscription will result in the issue of 600,000,000 New Ordinary Shares (representing, in aggregate, approximately 42.27% of the Enlarged Share Capital). The Fundraising Shares, when issued and fully paid, will rank pari passu in all respects with the New Ordinary Shares (resulting from the Capital Reorganisation, as detailed below) and therefore rank equally for all dividends or other distributions declared, made or paid after the date of issue of the New Ordinary Shares. See paragraph 10 of this Part I for the Company's dividend policy.
Application will be made for the New Ordinary Shares to be admitted to the equity shares (transition) category of the Official List of the FCA in accordance with Chapter 22 of the UKLR and to trading on the Main Market of the London Stock Exchange. It is expected that Admission will become effective and that unconditional dealings will commence on the London Stock Exchange at 8.00 a.m. on 5 November 2024.
The New Ordinary Shares will be eligible for CREST settlement and settlement of transactions in the New Ordinary Shares may take place within the CREST system if a Shareholder so wishes. CREST is a voluntary system and Shareholders who wish to receive and retain share certificates are able to do so. CREST is a paperless settlement system enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument in accordance with the CREST Regulations. For more information concerning CREST, Shareholders should contact their brokers or Euroclear at 33 Cannon Street, London EC4M 5SB, United Kingdom or by telephone on +44 (0)207 849 0000.
The New Ordinary Shares will have the ISIN number GB00BYW79Y38. The New Ordinary Shares will not be dealt on any other recognised investment exchange and no application has been or is being made for the New Ordinary Shares to be admitted to any other such exchange.
The Company is not permitted by law to issue Ordinary Shares at an issue price which is below their nominal value, currently 0.1p per Existing Ordinary Share. The Company is proposing to complete a Capital Reorganisation of the Ordinary Share capital of the Company. Each of the Existing Ordinary Shares will be subdivided into one New Ordinary Share of 0.05p each and one Deferred Share of 0.05p each.
The Capital Reorganisation will not of itself affect the value of the shares held by Shareholders. After the Capital Reorganisation there will be the same number of New Ordinary Shares in issue as there are Existing Ordinary Shares in issue (prior to completion of the Fundraising) and therefore current shareholdings will not be diluted by the Capital Reorganisation alone, unless the Fundraising (or any other further equity fundraising) is completed by the Company.
The New Ordinary Shares will have the same rights as those currently accruing to the Existing Ordinary Shares in issue, including those relating to voting and entitlement to dividends.
The Deferred Shares will have no significant rights attached to them and carry no right to vote or participate in distribution of surplus assets and will not be admitted to the equity shares (transition) category of the Official List of the FCA or to trading on the Main Market of the London Stock Exchange. Therefore, the Deferred Shares will effectively carry no value.
Holders of warrants over Existing Ordinary Shares will maintain the same rights as currently accruing to them and will not be issued with new warrant certificates.
Resolution 4 in the Notice of General Meeting contained in this Document is proposed to amend the existing articles of association of the Company to, inter alia, create the new Deferred Shares and to set out rights pertaining thereto relative to the New Ordinary Shares. Resolution 4 is conditional upon the passing of Resolution 1. A copy of the amended articles of association will be available for inspection throughout the General Meeting.
The proceeds of the Placing and Subscription, which total £300,000 (before expenses of approximately £71,270 excluding VAT), will be used to conduct the lead programme objectives described below and to provide working capital for the Company.
The Group is focused on generating supporting data and initiating and further developing discussions with potential partners that may support its efforts to secure an out-licence or option agreement for NXP002.
| £ | |
|---|---|
| - R&D |
30,000.00 |
| - Staff costs – R&D |
18,441.00 |
| - Patent maintenance |
27,500.00 |
Staff costs – general and administration 17,325.00
Audit/Accountancy fees 65,345.50
Investor relations/broker/listing fees 43,747.50
It is anticipated that the net proceeds of the Fundraise (approximately £228,730) receivable by the Company will be applied as follows:
| - Legal/professional fees |
19,625.50 |
|---|---|
| - General overheads |
6,745.50 |
| Total = | 228,730.00 |
A portion of the net proceeds of the Fundraise will be used provide working capital for the Group.
The Group expects to spend approximately £70,841 in the progression of NXP002 as follows:
Completion of Orphan Drug Designation: This is expected to take up to 5.5 months. The completion is dependent on the availability of slots for pre-submission and submission meetings with the European Medicines Agency.
Other activities: The ongoing maintenance and prosecution of IP, creation of a development strategy and plan with key opinion leaders and experts and the progression of discussions with prospective partners with the aim of securing a licence or option agreement will continue in parallel during the 5.5 month period following the completion of the Placing and Subscription.
Overall, NXP002 activities are expected to complete within approximately 5.5 months from commencement.
Whilst the Group intends to use the net proceeds from the Placing and Subscription to obtain Orphan Drug Designation for NXP002 and to initiate, and further develop, discussions with potential partners with the aim of securing an out-licence or option agreement on NXP002, it is possible that prospective licensees may require additional data over and above the Orphan Drug Designation, which would require further funding.
If no out-licence deal or option agreement is concluded by March 2025, or the revenue generated by such deal does not provide sufficient working capital to meet the Company's strategy for the Working Capital Period, a working capital shortfall of £300,000 will arise at that time for the Group's requirements for the remainder of the Working Capital Period. The shortfall of £300,000 would be required to provide working capital in line with the Company's strategy to fund corporate and operational overheads and to fund further studies during the Working Capital Period, allowing the Group to conduct novel target engagement investigations and subsequent preclinical in vivo studies, translating these data to the in vivo setting. These additional studies, along with an additional 5.5 months of licensing discussions, may enable the Company to close a licensing transaction.
However, should the data generated from these additional studies not be enough to conclude a deal, potential licensees may require a human Phase IIa trial (human proof-of-concept study) for NXP002 to be completed, requiring funding in the range of £6 million to £8 million. Additional funding for a clinical trial would not be required prior to the end of the 12-month period from the date of this Document. If the Directors chose to conduct such a study, funding would only be sought at least 12 months after the publication of this Document.
The funds to be allocated from the net proceeds of the Fundraise for general and administration purposes above are expected to support the Group until the end of March 2025 on the current run rate of expenditure and without any additional revenue from any out-licensing activities from NXP002 and NXP004.
It is the current intention of the Directors to retain any earnings arising from the Group's activities to fund further investments by the Group and achieve capital growth. Accordingly, they do not intend to pay dividends in the immediate future. The declaration and payment by the Company of any future dividends and their amount will depend upon the Company's financial condition, future prospects, profits legally available for distribution and other factors deemed by the Board to be relevant at that time.
The Takeover Code is issued and administered by the Panel. The Takeover Code applies to all takeovers and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company resident in the United Kingdom, the Channel Islands or the Isle of Man. The Company is such a company and, therefore, Shareholders will be entitled to the protection afforded by the Takeover Code.
Under Rule 9 of the Takeover Code, except with the consent of the Panel, when:
then, that person and any person acting in concert with them, must make a general offer in cash to the holders of any class of equity share capital, whether voting or non-voting, and also to the holders of any other class of transferable securities carrying voting rights, to acquire the balance of the shares not held by him and his concert party.
Save where the Takeover Panel permits otherwise, an offer under Rule 9 of the Takeover Code must be in cash and at the highest price paid within the 12 months prior to the announcement of the offer for any shares in the company by the person required to make the offer or any person acting in concert with him. Offers for different classes of equity share capital must be comparable; the Panel should be consulted in advance in such cases.
Under the Takeover Code, a concert party arises when persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Under the Takeover Code, "control" means an interest, or aggregate interest, in shares carrying 30% or more of the voting rights of a company, irrespective of whether the interest or interests give de facto control.
If a "takeover offer" (as defined in section 974 of the Act) is made and the offeror, by virtue of acceptances of such offer, acquires or contracts to acquire not less than 90% in value of the shares to which the takeover offer relates and not less than 90% of the voting rights carried by the shares to which
the offer relates, then the offeror has the right to acquire compulsorily the remaining shares of the minority shareholders for the offer price within a fixed period.
In certain circumstances, the Act gives minority Shareholders the right to require an offeror who has made a takeover offer for the company to buy their shares, provided that at any time before the end of the period within which the offer can be accepted, the offeror has acquired (or unconditionally contracted to acquire) not less than 90% in value of the shares to which the offer relates and not less than 90% of the voting rights carried by the shares.
The attention of investors is drawn to the information regarding taxation which is set out in the "Risk Factors" section and in paragraph 13 in Part III of this Document. That information is, however, intended only as a general guide to the current tax position under UK taxation law for certain types of investor. Investors who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their professional advisers.
The Company is subject to certain provisions of the Disclosure Guidance and Transparency Rules and, consequently, Shareholders are required to disclose to the Company the level of their interests in the ordinary share capital of the Company in accordance with those rules.
A notice convening a general meeting of the Company, to be held at 10.00 a.m. on 4 November 2024 at the offices of Shakespeare Martineau LLP, 6th Floor 60 Gracechurch Street, London EC3V 0HR, is set out at the end of this Document. At the General Meeting, the following resolutions will be proposed and each resolution will be inter-conditional upon the other resolutions having been validly passed:
Resolutions 1 and 2 will be proposed as ordinary resolutions and Resolutions 3 and 4 as special resolutions. Under English law the passing of a special resolution requires a 75% majority of those voting at the meeting in person or by proxy to vote in favour of the resolution.
Shareholders should be aware that the Capital Reorganisation, the Placing and the Subscription are each conditional on all of the Resolutions being passed and consequently if any of the Resolutions are
not passed, then the Capital Reorganisation, Placing, Subscription and Admission will not occur and the Company will be liable for significant transaction costs.
In addition, in the event that the issue of the Fundraising Shares is not approved by Shareholders, the Company would have to immediately seek alternative funding. There is no guarantee that alternative equity or debt funding could be secured, or sufficient proceeds be realised from the sale of the Company's assets to enable the Company to continue as a going concern. Should alternative funding not be secured, the Company may become insolvent leading to no value being attributable to the Ordinary Shares.
The Directors recommend that Shareholders vote in favour of all of the Resolutions, as the Directors intend to do, so that the Capital Reorganisation, Placing, Subscription and Admission can proceed.
Your attention is drawn to the information included in Parts II to III of this Document. In particular you are advised to consider carefully the risk factors contained in the "Risk Factors" section of this Document.
If you are in any doubt as to the action you should take, you are recommended to seek your own independent advice.
You can vote in respect of your shareholding by attending the General Meeting or by appointing one or more proxies to attend the General Meeting and vote on your behalf. If you appoint a proxy, you may still attend and vote at the General Meeting (in substitution for your proxy) in person should you decide to do so.
You will not receive a form of proxy for the General Meeting in the post. Instead, you will find instructions in the Notes to the Notice of General Meeting on page 69 to enable you to vote electronically and how to register to do so. You may request a paper form of proxy from the Company's Registrar, Link Group. Proxy votes should be submitted as early as possible and, in any event, by no later than 48 hours before the time fixed for the General Meeting (or, in the case or an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).
The Directors consider that the Capital Reorganisation, the Placing and the Subscription are in the best interests of the Shareholders and the Company as a whole. The Directors therefore unanimously recommend that Shareholders vote in favour of all the Resolutions. All of the Directors intend to vote in favour of those Resolutions in respect of the 38,000,000 Existing Ordinary Shares beneficially owned by them in aggregate representing approximately 4.64% of the Existing Ordinary Shares.
Yours faithfully,
Dr Julian Gilbert Non-Executive Chairman
The Company has produced annual statutory accounts for the financial year ended 30 September 2023 ("2023 Accounts") and a half-yearly report for the six month period ended 31 March 2024 ("2024 Interim Accounts") (together the "Financial Statements"). The 2023 Accounts were audited by Kreston Reeves LLP of 168 Shoreditch High Street, London, E1 6RA who are registered to carry on audit work by the Institute of Chartered Accounts in England and Wales.
The auditor's report within in the 2023 Accounts contained the following statement on material uncertainty related to going concern:
"We draw attention to note 2 in the financial statements, which indicates that there is a significant material uncertainty in relation to the going concern status of the group.
Nuformix is a pharmaceutical development company that has undertaken significant research into targeting the pharmaceutical product gap needs in fibrosis and oncology via drug repurposing. In order to complete this work, the company will need to expend significant, and currently unquantifiable, amounts that will be in excess of the cash held at the balance sheet date of £203k (2022: £464k).
Given the stage in the business life cycle the Group is incurring significant losses at present, totalling to £859k in the 18-month period ended 30 September 2023 (2022: year ended loss of £1,109k) resulting in the group's accumulated losses at the balance sheet date of £8,209k (2022: accumulated losses of £7,350k). These losses are attributable to the ongoing drug research programme which is yet to reach commercial production stage where revenue could potentially be generated. The Group is therefore not in a position to self-finance and will require additional external funding which, at the date of this audit report, is unknown in quantum and not secured. Additionally, the ultimate likelihood of the development work being undertaken resulting in an effective product that is commercially viable is also unknown at this stage.
As a result of the material uncertainty with respect to going concern, we have completed the following audit work as part of our evaluation of going concern:
Based on the work we have performed we have gained sufficient assurance in order to rely on management's forecasting in forming our assessment. We have also gained assurance over the credibility of management's budgeting strategy over the next 12 months. This included gaining assurance over the adequacy of working capital available in order to settle external liabilities as they fall due. With respect to further funding of development we have reviewed the director's assessment that they can raise the funding required in the near-term through future share capital raises.
However, whilst we have evaluated future cash inflows as reasonable for meeting current working capital needs, there is significant uncertainty surrounding the ultimate quantum and timing of funding required to reach the production stage and indeed the likelihood this stage will ever be reached. Should all or part of this funding not be received or one or both of their core projects NXP002 and NXP004 not succeed the valuation of the group's goodwill £4,023,484 (2022: £4,023,484), the parent company's valuation of the subsidiary investment £4,023,484 (2022: £4,023,484), the group's carrying value of other intangible assets £57,793 (2022: £126,927) and ultimately the going concern assessment of the Group would be adversely affected.
Management will continue to reduce non-essential costs in the 2024 financial period and has signed an agreement to sell the ownership of the NXP001 patent estate, which allows them to focus on NXP002 and NXP004. As part of this agreement two milestone payments have been achieved and received in the bank since the year end. However, there are further larger milestone payments due, which are unlikely to be received into the bank in the foreseeable future.
The above indicates that a significant material uncertainty exists with respect to going concern. However, as we have obtained sufficient assurance over the availability of financial resources to settle liabilities as they fall due over a period of at least the next 12 months, our opinion is not modified in respect of this matter."
The Financial Statements were each prepared in accordance with UK-adopted international accounting standards and the requirements of the Companies Act. The Financial Statements contain a description of the Company's financial condition and are being incorporated by reference and be accessed at the Company's website: https://nuformix.com.
Where the Financial Statements make reference to other documents, such other documents are not incorporated into and do not form part of this Document. The two tables below comprise a crossreferenced list of information incorporated by reference. The parts of the Financial Statements which are not being incorporated by reference are either not relevant for an investor or are covered elsewhere in this Document.
| Description | 2023 Accounts | 2024 Interim Accounts |
|---|---|---|
| Consolidated Balance Sheet (or equivalent) | Page 41 | Page 5 |
| Consolidated Income Statement (or equivalent) | Page 40 | Page 5 |
| Statement showing all changes in equity (or equivalent note) – | Page 42 | Page 6 |
| Group | ||
| Statement showing all changes in equity (or equivalent note) – | Page 64 | N/A |
| Company | ||
| Consolidated Cash Flow Statement | Page 43 | Page 6 |
| Company Cash Flow Statement | Page 65 | N/A |
| Accounting Policies and Notes | Pages 44 to 69 | Pages 7 to 9 |
| Auditor's Report | Pages 31 to 39 | N/A |
The Financial Statements include the following information which is incorporated by reference:
This information has been prepared in a form consistent with that which will be adopted in the Company's next published annual financial statements having regard to accounting standards and policies and legislation applicable to those financial statements.
The Financial Statements also include operating/financial reviews as follows, which are incorporated by reference:
| Description | 2023 Accounts | 2024 Interim Accounts |
|---|---|---|
| Non-Executive Directors' Statement | Pages 4 to 8 | Pages 2 to 4 |
| Strategic Report | Pages 9 to 15 | N/A |
| Directors' Report | Pages 28 to 30 | N/A |
| Directors' Remuneration Report | Pages 23 to 27 | N/A |
| Corporate Governance Statement | Pages 17 to 22 | N/A |
|---|---|---|
| -------------------------------- | ---------------- | ----- |
Certain financial information of the Group is also set out below:
| Unaudited | Audited | Unaudited | |
|---|---|---|---|
| Six months | Period | Six months | |
| ended | ended | ended | |
| 31 March 2023 | 30 Sep 2023 | 31 March 2024 | |
| £'000 | £'000 | £'000 | |
| Revenue | - | - | - |
| Cost of sales and administrative expenses | (338) | (928) | (243) |
| Share option charge | - | - | - |
| Transaction costs | - | - | - |
| Reverse acquisition expenses | - | - | - |
| Loss from operations | (338) | (928) | (243) |
| Impairment | - | - | - |
| Taxation | - | 69 | - |
| Loss of the period | (338) | (859) | (243) |
| Unaudited | Audited | Unaudited | |
| As at | As at | As at | |
| 31 March 2023 | 30 Sep 2023 | 31 March 2024 | |
| £'000 | £'000 | £'000 | |
| Total Assets | 4,502 | 4,418 | 4,355 |
| Total Liabilities | (274) | (223) | (253) |
| Net assets | |||
| Total Equity | 4,228 | 4,195 | 4,102 |
| Unaudited | Audited | Unaudited | |
| Six months | Period | Six months | |
| ended | ended | ended | |
| 31 March 2023 | 30 Sep 2023 | 31 March 2024 | |
| £'000 | £'000 | £'000 | |
| Net cash used in operations | (95) | (546) | (169) |
| Net cash used in investing activities | - | 50 | - |
| Net cash generated from financing activities |
(36) | 285 | 150 |
| Net increase/(decrease) in cash and cash equivalent |
(131) | (262) | (19) |
| Cash and cash equivalents at beginning of period |
390 | 464 | 203 |
| Cash and cash equivalents at end of period | 259 | 203 | 184 |
In the opinion of the Company, the working capital available to the Company is not sufficient for the Group's present requirements, that is, for at least the next 12 months from the date of this Document.
The Group is raising gross proceeds of £300,000 pursuant to the Placing and Subscription to provide working capital for the Group's strategy and intends to use the net proceeds of the Placing and Subscription to obtain Orphan Drug Designation for NXP002 and to initiate, and further develop, discussions with potential partners with the aim of securing an out-licence deal or option agreement on NXP002, which would generate revenue for the Group.
The proceeds of the Placing and the Subscription are the subject of irrevocable commitments as at the date of this Prospectus.
If no out-licence deal or option agreement is concluded by the end of March 2025, or the revenue generated by such deal does not provide sufficient working capital to meet the Company's strategy for the full 12-month period from the date of this Document, a working capital shortfall of £300,000 will arise at that time for the Group's requirements for the remainder of the Working Capital Period (being 12 months from the date of this Document). The shortfall of £300,000 would be required to provide working capital in line with the Company's strategy to fund corporate and operational overheads and to fund further studies during the Working Capital Period to secure an out-licensing transaction.
The Company intends to use the proceeds from the Fundraise to conclude either a licence or an option agreement on the Company's NXP002 programme with a partner by the end of March 2025. Such a deal would be expected to generate revenue which could in part, or in whole, provide the funds required to provide additional working capital for the full 12-month period from the date of this Document. Based upon the Directors' experience of the industry, pharmaceutical R&D, the unmet need in IPF and PPF and involvement in out-licensing deals and the feedback received to date from prospective partners, it is the Directors' belief that an out-licence deal or option agreement could be secured by March 2025, however, this cannot be guaranteed.
In the case that a working capital shortfall exists from the end of March 2025 to fund the Group's requirements for the remainder of the Working Capital Period, the Company would seek to raise further funds from shareholders and other investors. The Directors will investigate future fundraising options in parallel with the Orphan Drug Designation submission and partnering discussions, such that if additional funding is required at the end of March 2025, a fundraise could be completed by that time. Whilst the Directors believe that further funding could be secured in this time frame given the Company has, in addition to the Fundriase, successfully concluded three fundraises in the past three years, it is likely to be dependent upon positive progress being achieved with partnering discussions during the period from the completion of the Fundraise to March 2025. Therefore, there can be no certainty that a further fundraise could be achieved and in the required timeframe to cover any working capital shortfall from the end of March 2025 to the end of the Working Capital Period. In the event that future funding cannot be secured when needed, then the Directors will consider all legal avenues open to them at that time, including the sale of the Company's assets. In the event that the Company is unable to raise sufficient funds or fund itself, the Company's ability to operate as a going concern will be put at risk and an administration would have to be considered, which could provide little or no value for shareholders.
The following table shows the Group's consolidated capitalisation as at 31 May 2024 and has been extracted without material adjustment from published unaudited financial information.
| Consolidated 31 May 2024 (£'000) |
|
|---|---|
| Total Current Debt (including current portion of non-current debt) | Unaudited |
| Guaranteed | - |
| Secured | - |
| Unguaranteed/Unsecured | - |
| Total Non-Current Debt (excluding current portion of non-current debt) | |
| Guaranteed | - |
| Secured | - |
| Unguaranteed/Unsecured | - |
| Total indebtedness | - |
| Shareholder Equity | 31 May 2024 (£'000) Unaudited |
| Share Capital | 819 |
| Share premium | 6,731 |
| Other Reserves | (3,449) |
| Total Capitalisation | 4,102 |
As at 15 October 2024, being the latest practicable date prior to the publication of this Document, there has been no material change in the capitalisation of the Company since 31 May 2024.
The following table sets out the Group's consolidated indebtedness as at 31 May 2024 and has been extracted without material adjustment from published unaudited financial information.
| Consolidated 31 May 2024 Unaudited £'000 |
||
|---|---|---|
| A | Cash | 125 |
| B | Cash equivalents | - |
| C | Other current financial assets | 98 |
| D | Liquidity (A+B+C) | 224 |
| E | Current financial debt (including debt instruments, but | - |
| excluding current portion of non-current financial debt) | ||
| F | Current portion of non-current financial debt | |
| G | Current financial indebtedness (E+F) | - |
| H | Net current financial indebtedness (G-D) | (224) |
| I | Non-current financial debt (excluding current portion and debt instruments) |
- |
| J | Debt instruments | - |
| K | Non-current trade and other payables | 239 |
| L | Non-current financial indebtedness (I+J+K) | 239 |
| M | Total financial indebtedness (H+L) | 15 |
As at 31 May 2024, the Company had no indirect or contingent indebtedness.
As at 15 October 2024, being the latest practicable date prior to the publication of this Document, there has been no material change in the indebtedness of the Company since 31 May 2024.
The Group has not made any investments since 30 September 2023, nor are there any investments by the Group which are in progress or for which firm commitments have already been made.
The Company has not had any production, sales and inventory and costs and selling prices since 30 September 2023 to the date of this Prospectus.
There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company's prospects for at least the current financial year.
There has been no significant change in the financial position or performance of the Group which has occurred since 31 May 2024, being the date to which the interim financial information referred to in this Part II has been published.
1.1 The Company (whose registered office address appears on page 23 of this Document), the Directors, whose names, business address and functions appear on page 23 of this Document, accept responsibility for the information contained in this Document (including any expressions of opinion) and that, to the best of their knowledge, the information contained in this Document is in accordance with the facts and this Document makes no omission likely to affect its import.
3.1 The following table shows the issued and fully paid share capital of the Company immediately prior to the Capital Reorganisation, the Placing and Subscription:
| Nominal Value | Number of shares issued and credited as fully paid |
Amount paid up (£) | ||
|---|---|---|---|---|
| Ordinary Shares | 0.1p | 819,309,368 | 819,309.37 |
3.2 Assuming completion of the Capital Reorganisation, the issued and fully paid share capital of the Company immediately following the Capital Reorganisation (but before the Placing and Subscription) is expected to be as shown in the following table:
| Nominal Value | Number of shares issued and credited as fully paid |
Amount paid up (£) | |
|---|---|---|---|
| Ordinary Shares | 0.05 | 819,309,368 | 409,654.68 |
| Deferred Shares | 0.05 | 819,309,368 | 409,654.68 |
3.3 Assuming completion of the Placing and Subscription, the issued and fully paid share capital of the Company immediately following the Placing and Subscription is expected to be as shown in the following table:
| Nominal Value | Number of shares issued and credited as fully paid |
Amount paid up (£) | |
|---|---|---|---|
| Ordinary Shares | 0.05 | 1,419,309,368 | 709,654.68 |
| Deferred Shares | 0.05 | 819,309,368 | 409,654.68 |
As at the date of this Document, the Company will have warrants over 42,160,714 ordinary shares which are outstanding, as set out below:
| Warrant Holder | No. of Warrants over Ordinary Shares |
Exercise Price |
Issue Date | Expiry Date | |||
|---|---|---|---|---|---|---|---|
| "2021 Warrants" | |||||||
| Novum Securities Limited | 580,357 | 2.80p | 01/02/2021 | 21/10/2025 | |||
| Other warrants (2021) | 580,357 | 2.80p | 01/02/2021 | 21/10/2025 | |||
| "Director Warrants" | |||||||
| Julian Gilbert | 3,000,000 | 1.45p | 23/11/2021 | 23/11/2026 | |||
| Madeleine Kennedy | 3,000,000 | 1.45p | 23/11/2021 | 23/11/2026 | |||
| "2023 Warrants" | |||||||
| Other warrants (2023) | 35,000,000 | 0.25p | 21/04/2023 | 21/04/2025 | |||
| Total: | 42,160,714 |
The Company constituted a warrant instrument on 26 January 2021, granting warrants over 1,160,714 ordinary shares (the "2021 Warrants") exercisable at a price of 2.80p per share by notice in writing. The 2021 Warrants are exercisable at any time from the date of grant until 21 October 2025, after which they shall lapse. The 2021 Warrants may be exercised in whole or part (save that a minimum of 50,000 warrants must be exercised at any given time, unless fewer warrants are held in which case, the warrants must be exercised in whole). The 2021 Warrants are transferable only in certain circumstances.
The Company granted each of Madeleine Kennedy and Julian Gilbert warrants over 3,000,000 ordinary shares in the capital of the Company pursuant to warrant agreements dated 23 November 2021 ("the Director Warrants"). The Director Warrants may be exercised in whole or part at any time from the first anniversary of the agreement until the third anniversary (save that a minimum of 50,000 warrants must be exercised at any given time, unless fewer warrants are held in which case, the warrants must be exercised in whole). The Director Warrants are exercisable by written notice at a price of 1.45p per share. The Director Warrants shall lapse and have no further effect if the warrant holder ceases to be a director of the Company or on the expiry of five 5 years from date of grant, whichever is earlier. The Company must notify the warrant holders as soon as possible if it becomes aware of a change of control event, following which the warrant holder has 20 business days to exercise the warrants. The Director Warrants are not transferable.
The Company constituted a warrant instrument on 14 April 2023, grating warrants over 35,000,000 ordinary shares (the "2023 Warrants") exercisable at a price of 0.25p per share by notice in writing. The
2023 Warrants are exercisable at any time from the date of grant until 21 April 2025, after which they shall lapse. The 2023 Warrants may be exercised in whole or part (save that a minimum of 50,000 warrants must be exercised, unless fewer are held in which case, they must be exercised in whole). The 2023 Warrants are transferable only in certain circumstances.
Pursuant to the Placing Agreement between the Company and the Broker dated 20 September 2024, the Company granted to the Broker warrants valid for two years from the date of announcement of the Placing giving the Broker the right to acquire Ordinary Shares equivalent to 6% of the gross value of funds raised by the Placing, exercisable at the Issue Price ("Broker Warrants").
If all Warrants are exercised then the Enlarged Share Capital would be diluted by approximately 4.61%.
The following is a description of the rights attaching to the Ordinary Shares based on the Company's articles of association (the "Articles") and English law. This description does not purport to be complete and is qualified in its entirety by the full terms of the Articles.
5.1 Rights attaching to Ordinary Shares
Subject to disenfranchisement in the event of:
on a show of hands every shareholder who is present in person at a general meeting of the Company shall have one vote, and on a poll every shareholder who is present in person or by proxy shall have one vote for every Ordinary Share held.
Subject to the Act and these Articles, the Company may by ordinary resolution declare dividends to be paid to shareholders according to their rights and interests in the profits available for distribution, but no dividend shall be declared in excess of the amount recommended by the Board.
Except insofar as the rights attaching to, or the terms of issue of, any Ordinary Share otherwise provide, all dividends:
The Board may from time to time pay to the shareholders such interim dividends as appear to the Board to be justified by the position of the Company. If the Board acts in good faith it shall not incur any liability to the shareholders for any loss that they may suffer by lawful payment of any interim dividend on any other class of shares ranking with of after those shares.
Any dividend unclaimed after a period of 12 years from the date it was declared or became due for payment shall be forfeited and shall revert to the Company. There is no fixed date on which an entitlement to a dividend arises in respect of Ordinary Shares.
The Articles do not contain any provisions which set out a procedure on the distribution of assets on liquidation.
The Articles do not contain any provisions which set out a procedure for the exercise of pre-emption rights for members in respect of the issue of new shares in addition to that provided for by the Act.
All transfers of Ordinary Shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Board. The instrument of transfer shall be executed by or on behalf of the transferor and (in the case of a share which is not fully-paid up) by or on behalf of the transferee. All instruments of transfer, when registered may be retained by the Company. All transfers of Ordinary Shares which are in uncertificated form may be effected by means of a relevant system (as defined in the Articles).
The Directors may, in the case of shares in certificated form, in their absolute discretion refuse to register any transfer of shares (not being fully-paid shares) provided that any such refusal does not prevent dealings in partly-paid shares which are admitted to trading on the London Stock Exchange from taking place on an open and proper basis. In addition, the Directors may refuse to register a transfer of shares (whether fully-paid or not) in favour of more than four persons jointly.
The Directors may decline to recognise any instrument of transfer relating to shares in certificated form unless the instrument of transfer is duly stamped, is in respect of only one class of share and is lodged at the Company's registered office accompanied by the relevant share certificate(s) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer.
Subject to the provisions of the Act and to any rights attaching to existing shares, any share may be issued with such rights or restrictions as the Company may determine by ordinary resolution, including redeemable shares.
Subject to the provisions of the Act, the Company may, with the authority of a special resolution reduce share capital, any capital redemption reserve and any share premium account in any manner. The Company may also, subject to the requirements of the Act, purchase its own shares.
Subject to the Act, the Company may sell any shares of a member or person entitled thereto who is untraceable, if during a period of 12 years, at least three dividends in respect of the shares in question have become payable and the cheques or warrants for all amounts payable to such member or person in respect of his shares have remained uncashed or mandated dividend payments have failed and the Company has received no indication of the existence of such member or person within three months following advertisement by the Company in both a national daily newspaper and a newspaper circulating in the area of the last known address of the person entitled within 30 days of each other. The net proceeds of sale shall belong to the Company but the member or person who had been entitled to the shares shall become a creditor of the Company in respect of those proceeds.
If on two consecutive occasions dividend payments have been sent through the post to any holder of shares to his registered or other specified address but returned undelivered or left uncashed, the Company may cease to send such dividend payments until the person entitled thereto otherwise requires.
Subject to the Act, the provisions of the Articles relating to general meetings apply as nearly as possible mutatis mutandis to every such meeting. The necessary quorum is two persons present in person or by proxy and entitled to attend and vote on the business to be transacted. The Chairman or deputy chairman shall preside as Chairman of the meeting and, if neither is present, the Directors present shall choose one of their number to be Chairman of the meeting. Such Chairman at a meeting where a quorum is present may with the consent of the meeting adjourn the meeting.
Subject to the Act and to any rights or restrictions as to voting attached to any class of shares at any general meeting, on a show of hands, every member present in person or by proxy has one vote and in, the case of a poll, every member present in person or by proxy shall have one vote for every share of which they are a holder.
No member shall, unless the Directors determine otherwise, be entitled to vote in respect of any share held by him either personally or by proxy at a general meeting if any call or other sum presently payable in respect of that share remains unpaid or if he or any other person appearing to be interested in such shares has been duly served with a notice under section 793 of the Companies Act 2006 and is in default for the prescribed period.
There are no limitations in the Company's Articles on the rights of non-UK shareholders to hold, or exercise voting rights attaching to, Ordinary Shares. However, no shareholder is entitled to receive notices from the Company unless he has provided an address in the UK to which such notices may be sent or an address for the purposes of communications by electronic means (as applicable).
A holder of Ordinary Shares loses his rights to vote in respect of Ordinary Shares if and for so long as he or any other person appearing to be interested in those shares fails to comply with a request by the Company under the Act requiring him to give particulars of any interest in those Ordinary Shares within 14 days. In the case of shareholdings representing 0.25% or more, in nominal amount, of the issued shares of their class, the sanctions which may be applied by the Company include not only disenfranchisement but also the withholding of the right to receive payment or dividends and other monies payable and restrictions on transfers of, the Ordinary Shares concerned.
6.1 The interests of the Directors and their immediate families and the persons connected with them (within the meaning of section 252 of the Act) in the issued share capital of the Company or the existence of which could, with reasonable diligence, be ascertained by any director as at the date of this Prospectus are as follows:
| As at the date of this document | |||||
|---|---|---|---|---|---|
| Director | Number of Existing Ordinary Shares |
Percentage of Existing Ordinary Shares (%) |
No. of Existing Ordinary Shares over which options are granted |
No. of Existing Ordinary Shares over which warrants are granted |
|
| Dr Daniel John Gooding |
37,500,000* | 4.58 | - | - | |
| Dr Julian Clive Gilbert |
250,000** | 0.03 | - | 3,000,000 | |
| Madeleine Elizabeth Kennedy |
250,000*** | 0.03 | - | 3,000,000 |
* held beneficially through Interactive Investor Services
** held beneficially through Hargreaves Lansdown (Nominees)
*** held beneficially through a nominee appointed by the trading platform, IG Trading and Investments Ltd
| On Admission | |||||
|---|---|---|---|---|---|
| Director | Number of New Ordinary Shares |
Aggregate New Ordinary Shares and Existing Ordinary Shares |
Percentage of Enlarged Share Capital (%) |
No. of Ordinary Shares over which options are granted |
No. of Ordinary Shares over which warrants are granted |
| Dr Daniel John Gooding |
12,000,000 | 49,500,000* | 3.49 | - | - |
| Dr Julian Clive Gilbert |
22,000,000 | 22,250,000** | 1.57 | - | 3,000,000 |
| Madeleine Elizabeth Kennedy |
22,000,000 | 22,250,000*** | 1.57 | - | 3,000,000 |
* 37,500,000 of which are held beneficially through Interactive Investor Services and 12,000,000 of which are to be held through Hargreaves Lansdown (Nominees)
** held beneficially through Hargreaves Lansdown (Nominees)
*** held beneficially through a nominee appointed by the trading platform, IG Trading and Investments Ltd
7.1 The names of all companies and partnerships of which the Directors have been a director or partner at any time in the five years preceding the date of this Prospectus and indicating whether they are current or past are set out below:
| Current Directorships/Partnerships | Past Directorships/Partnerships |
|---|---|
| Nuformix plc | LSHS Consulting Ltd (dissolved)* |
| Nuformix Technologies Limited | |
| TRX Biosciences Limited |
| Current Directorships/Partnerships | Past Directorships/Partnerships |
|---|---|
| Exvastat Ltd | GF&G Therapeutics Ltd (dissolved)* |
| Nuformix plc | Monument Therapeutics Limited |
| Nuformix Technologies Limited | |
| River BioMedics B.V. (The Netherlands) |
| Current Directorships/Partnerships | Past Directorships/Partnerships | ||
|---|---|---|---|
| Madjak Associates Limited | Arquer Diagnostics Limited (in administration) |
||
| Nuformix plc | Concepta Diagnostics Limited | ||
| Nuformix Technologies Limited | MyHealthChecked plc | ||
| Sirtes Pharma Europe Limited (dissolved)* | |||
| Tetris Pharma Limited | |||
| The Genome Store Ltd (dissolved)* | |||
| The Royal Leicestershire, Rutland and Wycliffe Society for the Blind (The) |
|||
| The SMB Group (External Governor) |
administrators' progress report from 2 January 2024 to 1 July 2024, the anticipated return to creditors was estimated as being 21p in the pound for secured creditors, 100p in the pound for preferential creditors, 100p in the pound for secondary preferential creditors and the return to unsecured creditors remained uncertain;
or
8.1 Save as disclosed in sub-paragraph 6.1 above the Company is only aware of the following persons who, at the date of this Prospectus and immediately following Admission, represent an interest (within the meaning of Chapter 5 of the Disclosure Guidance and Transparency Rules) directly or indirectly, jointly or severally in 3% or more of the Company's issued share capital or could exercise control over the Company:
| At the date of this Document | On Admission of the New Ordinary Shares |
|||
|---|---|---|---|---|
| Name | No. of Existing Ordinary Shares |
% of Existing Share Capital |
No. of New Ordinary Shares |
% of Enlarged Share Capital |
| Hargreaves Lansdown (Nominees) |
240,138,728(1) | 29.31 | 274,138,728(3) | 19.31 |
| Interactive Investor Services |
113,003,245(2) | 13.79 | 113,003,245(2) | 7.96 |
| HSDL Nominees Limited | 93,891,282 | 11.46 | 93,891,282 | 6.62 |
| Vidacos Nominees Limited |
72,071,629 | 8.80 | 72,071,629 | 5.08 |
| Peel Hunt Partnership Limited |
70,477,028 | 8.60 | 70,477,028 | 4.97 |
| Barclays Direct Investing Nominees |
60,911,126 | 7.43 | 60,911,126 | 4.29 |
| Dan Gooding | 37,500,000(4) | 4.58 | 49,500,000(4) | 3.49 |
| Joanne Holland | 37,500,000(4) | 4.58 | 37,500,000(4) | 2.64 |
| Lawshare Nominees Limited |
33,411,315 | 4.08 | 33,411,315 | 2.35 |
(1) this includes 37,500,000 held beneficially by Joanne Holland, representing 4.58% of the Existing Share Capital
(2) this includes 37,500,000 held beneficially by Dan Gooding, representing 4.58% of the Existing Share Capital and 2.64% of the Enlarged Share Capital (3) this includes 12,000,000 held beneficially by Dan Gooding and 22,000,000 held beneficially by Julian Gilbert, each pursuant to the Subscription (4) beneficial holding
The following are summaries of each material contract, other than contracts entered into in the ordinary course of business, to which the Group is a party, within the period from 15 October 2022 to (and including) 15 October 2024 (being the period of two years immediately preceding the latest practicable Business Day prior to the publication of this Prospectus), or those which contain any provision under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of this Document:
Pursuant to a warrant instrument constituted by the Company on 26 January 2021, the Company granted warrants over 1,160,714 ordinary shares (the "2021 Warrants") exercisable at a price of 2.80p per share by notice in writing. The 2021 Warrants are exercisable at any time from the date of grant until 21 October 2025, after which they shall lapse. The 2021 Warrants may be exercised in whole or part (save that a minimum of 50,000 warrants must be exercised at any given time, unless fewer warrants are held in which case, the warrants must be exercised in whole). The 2021 Warrants are transferable only in certain circumstances. The terms of the 2021 Warrants may be modified by deed poll with the prior sanction of a special resolution of the warrant holders.
Pursuant to warrant agreements dated 23 November 2021 and made between the Company and each of Madeleine Kennedy and Julian Gilbert, the Company granted each director warrants over 3,000,000 ordinary shares in the capital of the Company ("the Director Warrants"). The Director Warrants may be exercised in whole or part at any time from the first anniversary of the agreement until the third anniversary (save that a minimum of 50,000 warrants must be exercised at any given time, unless fewer warrants are held in which case, the warrants must be exercised in whole). The Director Warrants are exercisable by written notice at a price of 1.45p per share. The Director Warrants shall lapse and have no further effect if the warrant holder ceases to be a director of the Company or on the expiry of five 5 years from date of grant, whichever is earlier. The Company must notify the warrant holders as soon as possible if it becomes aware of a change of control event, following which the warrant holder has 20 business days to exercise the warrants. The Director Warrants are not transferable. The warrant agreements may only be amended in writing and signed by both parties.
Pursuant to a warrant instrument constituted by the Company on 14 April 2023, the Company granted warrants over 35,000,000 ordinary shares (the "2023 Warrants") exercisable at a price of 0.25p per share by notice in writing. The 2023 Warrants are exercisable at any time from the date of grant until 21 April 2025, after which they shall lapse. The 2023 Warrants may be exercised in whole or part (save that a minimum of 50,000 warrants must be exercised, unless fewer are held in which case, they must be exercised in whole). The 2023 Warrants are transferable only in certain circumstances. The terms of the 2023 Warrants may be modified by deed poll with the prior sanction of a special resolution of the warrant holders.
Pursuant to an engagement letter dated 6 August 2024 between Novum Securities Limited ("Novum") and the Company ("Novum Engagement"), the Company appointed Novum to act as its broker and
sole placing agent in relation to the Placing. The Company served notice to terminate the Novum Engagement in accordance with its terms on 23 September 2024.
Pursuant to an engagement letter dated 20 September 2024 between CMC Markets UK Plc ("Broker") and the Company ("Broker Engagement"), the Company appointed the Broker to act as its joint corporate broker. The Broker's appointment shall continue for an initial term of 12 months, following which it shall renew for successive periods of 12 months unless terminated. The appointment is capable of being terminated by either party giving no less than two months' notice. The Company will pay an annual corporate broking free.
The Company has agreed to indemnify the Broker against any claims, actions, liabilities, demands, proceedings or judgements arising in connection with, inter alia, the Broker carrying out the services under the Broker Engagement, provided such sum has not arisen as a result of the Brokers' fraud, gross negligence or wilful default. The Broker Engagement does not contain a liability cap in relation to this indemnity.
A placing agreement was entered into between the Company and the Broker on 20 September 2024 ("Placing Agreement"), pursuant to which the Company appointed the Broker to act as its placing agent in relation to the Placing and which is conditional upon, inter alia, Admission taking place prior to 8.00 a.m. on 31 October 2024 (or such later time as the Company and the Broker may agree, being no later than 8.00 a.m. on 10 November 2024). The Broker have agreed to use reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price.
The Placing Agreement contains indemnities and warranties from the Company to the Broker, together with provisions that enable the Broker to terminate the agreement in certain circumstances prior to Admission including in the event of a material breach of the warranties. The liability of the Broker under the Placing Agreement is limited. Under the agreement, the Company has agreed to pay the Broker a commission on the funds raised by the Broker in the Placing and has granted to the Broker warrants valid for two years giving the Broker the right to acquire Ordinary Shares equivalent to 6% of the gross value of funds raised by the Placing, exercisable at the Issue Price ("Broker Warrants").
The Subscribers each entered into a subscription letter dated 18 September 2024 with the Company ("Subscription Letters"), pursuant to which each Subscriber has conditionally undertaken to pay the aggregate Issue Price for the relevant number of Subscription Shares to be issued to them in the manner and by the time directed by the Company. The Subscription is conditional the Resolutions being approved by Shareholders at the General Meeting and on Admission taking place prior to 8.00 a.m. on 31 October 2024 (or such later time as the Company and the Broker may agree, being no later than 8.00 a.m. on 10 November 2024).
Each investor for Subscription Shares has agreed to become a member of the Company and agrees to subscribe for its allocated Subscription Shares at the Issue Price. Each Subscriber acknowledges and agrees that it will not be entitled to exercise any rights to rescind or terminate or otherwise withdraw from such commitment at any time, without prior written consent from the Company. By agreeing to subscribe for Subscription Shares, each investor has warranted, acknowledged and agreed, amongst other things, that it has the necessary capacity and authority to subscribe for its Subscription Shares. If the conditions to the Subscription are not satisfied and the Subscription does not proceed, any monies received from investors will be returned without interest to the account of the drawee bank from which they were originally debited as soon as practicable. The Subscription is not conditional on the Placing.
Each of the Company's Directors have agreed to subscribe under the Subscription which will constitute related party transactions.
On 15 October 2024, the Company entered into an agreement ("RA Agreement") with Link Market Services Limited ("Receiving Agent") in respect of receiving agency services. The Company undertakes to provide the Receiving Agent with such information as it requires to carry out the services.
The Company has agreed to indemnify the Receiving Agent against any losses, damages, liabilities, and professional fees incurred by the Receiving Agent in connection with, inter alia, the Company breaching the RA Agreement and, in addition, any third-party claims, actions, proceedings, investigations or litigation arising from the RA Agreement or services provided, except to the extent such losses have resulted from the fraud, wilful default or negligence of the Receiving Agent. The RA Agreement does not contain a liability cap in relation to this indemnity. Either party may terminate the RA Agreement in writing in the event of a material breach which is not remedied within 14 days or if the other party is declared insolvent or enters administration.
The following table shows a summary of the Company's share capital structure and Fully Diluted Enlarged Share Capital (following the Capital Reorganisation):
| Number | Percentage of Fully Diluted Enlarged Share Capital (%) |
|||
|---|---|---|---|---|
| Ordinary Shares of 0.05p | ||||
| Fully Diluted Enlarged Share Capital |
Enlarged Share Capital |
Existing Ordinary Shares |
819,309,368 | 55.07 |
| Placing Shares | 440,000,000 | 29.57 | ||
| Subscription Shares |
160,000,000 | 10.75 | ||
| Warrants | 2021 Warrants, 2023 Warrants and the Director Warrants |
42,160,714 | 2.83 | |
| Broker Warrants | 26,400,000 | 1.77 | ||
| TOTAL | 1,487,870,082 | 100 | ||
| Deferred Shares of 0.05p* | ||||
| Deferred Shares of 0.05p |
819,309,368 | - |
*the Deferred Shares will be non-voting shares and therefore are not included in the Enlarged Share Capital of Fully Diluted Share Capital
Save for the subscription for New Ordinary Shares by each director pursuant to the Subscription, there have been no related party transactions since 31 March 2024 (being the date of the latest unaudited financial statements of the Company).
There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware), during the previous 12 months, which may have or have had in the recent past significant effects on the Company and/or Group's financial position or profitability.
Shareholders should note that the tax legislation of the country in which they are resident and of the Company's country of incorporation may have an impact on the taxation of income and capital gains in respect of the New Ordinary Shares. The following paragraphs are intended as a general guide only for Shareholders who are resident in the UK for tax purposes, holding Ordinary Shares as investments and not as securities to be realised in the course of a trade, and are based on current legislation and HMRC practice as at the date of this Document and do not constitute advice.
This summary is not a complete and exhaustive analysis of all the potential UK tax consequences for holders of Ordinary Shares. It addresses certain limited aspects of the UK taxation position applicable to Shareholders resident and domiciled for tax purposes in the UK (except in so far as express reference is made to the treatment of non-UK residents) and who are absolute beneficial owners of their Ordinary Shares and who hold their Ordinary Shares as an investment. This summary does not address the position of certain classes of Shareholders who (together with associates) have a 5% or greater interest in the Company, or such as dealers in securities, market makers, brokers, intermediaries, collective investment schemes, pension funds, charities or UK insurance companies or whose shares are held under a personal equity plan or an individual savings account or are "employment related securities" as defined in section 421B of the ITEPA. Any person who is in any doubt as to his tax position or who is subject to taxation in a jurisdiction other than the UK should consult his professional advisers immediately as to the taxation consequences of their purchase, ownership and disposition of Ordinary Shares
Shareholders should be aware that future legislative, administrative and judicial changes could affect the taxation consequences described below.
Any person who is in any doubt about his tax position, or who is subject to taxation in a jurisdiction other than the UK, should consult his own professional adviser immediately.
Under current UK legislation, no tax is withheld from dividend payments by the Company. The Company assumes no obligation to withhold UK tax at source from dividend payments. Individual Shareholders
UK resident corporate Shareholders (including authorised unit trusts and open-ended investment companies) for tax purposes may (subject to anti-avoidance rules) be able to rely on Part 9A of the Corporation Tax Act 2009 to exempt dividends paid by the Company from being chargeable to the United Kingdom corporation tax. Such shareholders should seek independent advice with respect to their tax position.
United Kingdom pension funds and charities are generally exempt from tax on dividends they receive.
A Shareholder resident or otherwise subject to tax outside the UK (whether an individual or a body corporate) may be subject to foreign taxation on dividend income under local law.
However, individuals who are temporarily non-UK tax residents may be subject to UK income tax on dividends under the control of 5 or fewer persons, or any number of persons who are directors.
Shareholders to whom this may apply should obtain their own tax advice concerning tax liabilities on dividends received from the Company.
Shareholders who are resident for tax purposes in the UK may be liable to UK taxation on chargeable gains on a disposal of Ordinary Shares, depending upon their individual circumstances and subject to any available exemption or relief.
United Kingdom resident individual Shareholders, depending upon their individual circumstances and any available reliefs, may be subject to capital gains tax at the prevailing rate on any disposals of Ordinary Shares. For individuals who are taxed at the basic rate, UK capital gains tax will be payable at the flat rate of 10%. For such individuals who are higher or additional rate taxpayers, UK capital gains tax will be payable at the flat rate of 20%. Individual Shareholders may be entitled to an annual exemption from capital gains tax (£3,000 for the tax year beginning 6 April 2024).
The trustees of discretionary or accumulation trusts may be able to claim an annual allowance being one-half of the allowance available to individuals. For the tax year beginning 6 April 2024 the allowance is £1,500. Independent professional advice should be sort before claiming this allowance.
Where a Shareholder is within the charge to corporation tax, a disposal of Ordinary Shares may give rise to a chargeable gain (or allowable loss) for the purposes of UK corporation tax, depending on the circumstances and subject to any available exemption or relief. Corporation tax is charged on chargeable gains at the rate applicable to that company. The current rate of UK corporation tax is 25% for companies with profits over £250,000 and 19% for companies with profits up to £50,000, with
marginal relief available for profits between £50,000 and £250,000. The thresholds for small company and marginal rates are reduced proportionately by the number of associated companies.
Substantial Shareholdings Exemption
A company may be exempt from corporation tax under the Substantial Shareholdings Exemption provisions, assuming that all relevant conditions are satisfied.
A Shareholder who is permanently non-resident for tax purposes in the UK will not be liable to UK taxation on chargeable gains unless the Shareholder carries on a trade, profession or vocation in the UK through a branch or agency and the Ordinary Shares disposed of are, or have been, used, held or acquired for the purposes of such trade, profession or vocation or for the purposes of such branch or agency.
Any holders of Ordinary Shares who are individuals and dispose of shares while they are temporarily non-resident may be treated as disposing of them in the tax year in which they again become resident in the UK.
Such Shareholders may also be subject to tax under any law to which they are subject outside the UK.
Shares to be admitted to CREST and it is expected that the New Ordinary Shares will be so admitted, and accordingly enabled for settlement in CREST. The Ordinary Shares will be available to be issued in either registered form (i.e. certified) or electronic form (i.e. via CREST). The register of members of the Company is held and maintained by the Company's registrars, Link Group of Central Square, 29 Wellington Street, Leeds, LS1 4DL.
| Date | Announcement Description |
|---|---|
| 20 September 2024 | "£300,000 Fundraise" – the Company announced a conditional fundraise of £300,000 through the Placing and Subscription |
| 18 June 2024 | "Half-year report" – the Company announced its unaudited results for the six months ended 31 March 2024 |
| 1 March 2024 | "Subscription to raise £150,000" – the Company announced a subscription to raise gross proceeds of £150,000 through a subscription for 75,000,000 new ordinary shares of 0.1p each in the capital of the Company |
| 3 January 2024 | "Results for the period ended 30 September 2023" – the Company announced its audited results for the period ended 30 September 2023 |
| 18 December 2023 | "NXP001 Update" – the Company announced that it had achieved the second milestone according to its updated NXP001 exclusive licensing agreement with Oxilio Ltd and received the associated payment |
| 18 September 2023 | "NXP001 Update" – the Company announced that it was to receive new immediate and near-term undisclosed milestone payments as part of an update to its NXP001 exclusive licensing agreement with Oxilio Ltd |
14.11 There are no material conflicts of interest pertaining to the Placing, Subscription or Admission.
Copies of this Prospectus and the following documents are available to download from the Company's website https://nuformix.com/investors:
Except where the context otherwise requires, the following definitions shall apply throughout this Document:
| "2023 Accounts" | September 2023; | the annual statutory accounts for the financial year ended 30 |
|---|---|---|
| "Act" or the "Companies Act" |
the Companies Act 2006 of the United Kingdom, as amended; | |
| "acting in concert" | shall bear the meaning ascribed thereto in the Takeover Code; | |
| "Admission" | the admission of the New Ordinary Shares to the equity shares (transition) category of the Official List in accordance with Chapter 22 of the UKLR and to trading on the London Stock Exchange's Main Market for listed securities; |
|
| "AIM" | the market of that name operated by the London Stock Exchange; | |
| "Articles of Association" or "Articles" |
the articles of association of the Company, a summary of which is set out in paragraph 5 of Part III of this Document; |
|
| "Associates" | (i) (ii) (iii) (iv) (v) |
an associate of a Director, being: the family of such a person; the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme as defined in regulation 3 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties); any company in whose equity shares such a person individually or taken together with his or her family (or if a director, individually or taken together with his family and any other director of that company) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) to the extent that they are or could be able: - to exercise or control the exercise of 30% or more of the votes (excluding treasury shares) able to be cast at general meetings on all, or substantially all, matters; or - to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters; any other company which is its subsidiary undertaking, parent undertaking or subsidiary undertaking of its parent undertaking; any company whose directors are accustomed to act in accordance with a Director's directions or instructions; and |
| (vi) any company in the capital of which a Director, either alone or together with any other company within (iv) or (v) or both taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) interested in the manner described in (iii); |
|
|---|---|
| "Broker" | CMC Markets UK Plc trading as CMC CapX, which is incorporated in England and Wales with company number 02448409 of 133 Houndsditch, London, EC3A 7BX, which at the date of this Document is authorised and regulated by the FCA; |
| "Broker Warrants" | warrants over ordinary shares in the capital of the Company granted pursuant to the Placing Agreement, further details of which can be found in paragraph 4 of Part III; |
| "Capital Reorganisation" | means the proposed subdivision of each of the Company's 819,309,368 Existing Ordinary Shares of 0.1p into one ordinary share of 0.05p and one Deferred Share of 0.05p in accordance with Resolution 1, contained in the Notice of General Meeting set out within this Document; |
| "certificated" or "in certificated form" |
a share or other security not recorded on the relevant register of the relevant company as being in uncertificated form in CREST; |
| "Company" | Nuformix plc; |
| "CREST" | the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares; |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time, and any applicable rules made under those regulations; |
| "Deferred Shares" | Deferred shares of 0.05p each in the capital of the Company to be created pursuant to the Capital Reorganisation; |
| "Directors" or "Board" | the directors of the Company at the date of this Document whose names are set out on page 23 of this Document, including any duly authorised committee of the board of directors of the Company and "Director" is to be construed accordingly; |
| "Disclosure Guidance and Transparency Rules" or "DTR" |
the Disclosure Guidance and Transparency Rules sourcebook made by the FCA under Part VI of FSMA; |
| "Document" or "Prospectus" |
this prospectus; |
| "Enlarged Share Capital" | the issued ordinary share capital of the Company immediately following Admission, as the context requires; |
| "ESCC" | means the single listing category for equity shares in commercial companies, to replace the standard and premium listing categories, as part of the UKLR; |
| "Euroclear" | Euroclear UK & International Limited, the operator of CREST; |
|---|---|
| "Existing Ordinary Shares" or "Existing Share Capital" |
the ordinary shares of 0.1p in issue at the date of this Document; |
| "FCA" | the United Kingdom Financial Conduct Authority, the statutory regulator under FSMA responsible for the regulation of the United Kingdom financial services industry; |
| "FSMA" | the UK Financial Services and Markets Act 2000, as amended, including any regulations made pursuant thereto; |
| "Fundraise" or "Fundraising" |
the proposed Placing and Subscription; |
| "Fundraising Shares" | the 600,000,000 New Ordinary Shares to be issued pursuant to the Fundraising; |
| "Fully Diluted Enlarged Share Capital" |
the issued ordinary share capital of the Company immediately following Admission, including the Fundraising Shares to be issued pursuant to the Fundraising and assuming that the Warrants have been exercised in full; |
| "GBP" or "£" or "pence" or "p" |
pounds sterling and pence, the lawful currency from time to time of the United Kingdom; |
| "General Meeting" | the general meeting of the Company to be held at the offices of Shakespeare Martineau LLP, 6th Floor 60 Gracechurch Street, London EC3V 0HR on 4 November 2024 at 10.00 a.m. and any adjournments thereof to be held for the purpose of considering and, if thought fit, passing the Resolutions; |
| "Group" | the Company and/or its current subsidiaries; |
| "HMRC" | Her Majesty's Revenue and Customs; |
| "Initial Listing" | the initial admission of the Company's ordinary share capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities on 17 December 2015; |
| "IPF" | idiopathic pulmonary fibrosis; |
| "ISIN" | international security identification number; |
| "Issue Price" | 0.05p per Fundraising Share, being the price at which the Fundraising Shares are to be issued; |
| "London Stock Exchange" | London Stock Exchange plc; |
| "Main Market" | the regulated market of the London Stock Exchange for officially listed securities; |
| "Market Abuse Regulation" or "MAR" |
the UK version of the Market Abuse Regulation (EU) 596/2014, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018; |
|
|---|---|---|
| "New Ordinary Shares" or "New Share Capital" |
the new Ordinary Shares of 0.05p in the capital of the Company following completion of the Capital Reorganisation (including the Fundraising Shares); |
|
| "Official List" | the Official List of the FCA; | |
| "Ordinary Shares" | ordinary shares in the capital of the Company: | |
| "Orphan Drug Designation" | a status given to certain drugs called orphan drugs, which show promise in the treatment, prevention, or diagnosis of orphan diseases; |
|
| "Panel" | the UK Panel on Takeovers and Mergers; | |
| "Placees" | proposed subscribers for New Ordinary Shares at the Issue Price in the Placing; |
|
| "Placing" | the proposed conditional placing of the Placing Shares at the Issue Price with Placees pursuant to the Placing Agreement; |
|
| "Placing Agreement" | the conditional agreement dated 20 September 2024 between the Company, the Directors and the Broker relating to the Placing and Admission, further details of which are set out in paragraph 9.1.4 of Part III of this Document; |
|
| "Placing Shares" | the 440,000,000 new ordinary shares of 0.05p each in the capital of the Company to be issued by the Company and subscribed for by Placees pursuant to the Placing, conditional on Admission (and each a Placing Share); |
|
| "PPF" | progressive pulmonary fibrosis; | |
| "Previous Listing Rules" | has the meaning given to it on page 1 of this Document; | |
| "Proposals" | means the Placing, the Subscription and Admission; | |
| "Prospectus Regulation" | the UK version of Prospectus Regulation (EU) 2017/1129, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018; |
|
| "Prospectus Regulation Rules" |
the Prospectus Regulation Rules issued by the FCA and made under Part VI of FSMA and pursuant to the Prospectus Regulation; |
|
| "Record Date" | 6.00 p.m. on 4 November 2024 (or such other time and date as the Directors may determine) |
|
| "Registrar" | Link Group of Central Square, 29 Wellington Street, Leeds, LS1 4DL; | |
| "Resolutions" | the resolutions to be proposed at the General Meeting, details of which are set out in the Notice of General Meeting in this Document; |
|
| "RIS" or "RNS" | Regulatory Information Service authorised by the Financial Conduct Authority to disseminate regulatory announcements; 65 |
| "Shareholders" or "Existing Shareholders" |
holders of Existing Ordinary Shares from time to time, each individually being a "Shareholder"; |
|---|---|
| "Standard Listing" | admission to the Official List of the FCA by means of a standard listing under Chapter 14 of the Previous Listing Rules; |
| "Subscribers" | the proposed subscribers for New Ordinary Shares at the Issue Price in the Subscription; |
| "Subscription" | the proposed conditional subscription of the Subscription Shares at the Issue Price with Subscribers pursuant to the Subscription Letters; |
| "Subscription Letters" | the conditional letters dated 18 September 2024 between the Company and each Subscriber relating to the Subscription and Admission, further details of which are set out in paragraph 9.1.5 of Part III of this Document; |
| "Subscription Shares" | the 160,000,000 new ordinary shares of 0.05p each in the capital of the Company to be issued by the Company and subscribed for by Subscribers pursuant to the Subscription, conditional on Admission (and each a Subscription Share); |
| "Takeover Code" | the City Code on Takeovers and Mergers (as published by the Panel); |
| "UKLR" | means the new listing rules published by the FCA under FSMA, as amended from time to time; |
| "uncertificated" or "in uncertificated form" |
a share or other security recorded on the relevant register of the relevant company concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland; |
| "U.S." | the United States of America; |
| "VAT" | value added tax; |
| "Warrant Holders" | holders of the Warrants; |
| "Warrants" | warrants over ordinary shares in the capital of the Company granted pursuant to: (i) a warrant instrument constituted by the Company on 26 January 2021; (ii) warrant agreements entered into by the Company and certain Directors dated 23 November 2021; (iii) a warrant instrument constituted by the Company on 14 April 2023; and (iv) the Broker Warrants, further details of which can be found in paragraph 4 of Part III; |
| "Working Capital Period" | the period ending 12 months following the date of this Document. |
(Incorporated in England and Wales under the Companies Act 2006 with registered number 09632100)
Notice is hereby given that a general meeting (the "Meeting") of Nuformix plc (the "Company") will be held at the office of Shakespeare Martineau LLP, 6th Floor 60 Gracechurch Street, London EC3V 0HR on 4 November 2024 at 10.00 a.m.
You will be asked to consider and vote on the resolutions below. Resolutions 1 and 2 will be proposed as ordinary resolutions and Resolutions 3 and 4 will be proposed as special resolutions. Terms defined in the prospectus published by the Company and dated 16 October 2024 of which this notice forms part, hereinafter referred to as the ''Prospectus'' shall have the same meanings in this notice.
provided that the authority granted by this Resolution shall, unless renewed, varied or revoked by the Company, expire at the Company's next annual general meeting, except that the Company may, before it expires make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of that offer or agreement.
provided that such authority shall expire at the conclusion of the next annual general meeting of the Company to be held after the date of the passing of this resolution save that the Company may before that expiry make an offer or agreement which would or might require equity securities to be allotted after that expiry and the directors of the Company may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.
131.1 Income
Holders of Deferred Shares are not entitled to receive any dividend or other distribution.
131.2 Capital
On a return of capital on a winding up, each holder of Deferred Shares is entitled to receive a sum equal to the nominal capital paid up or credited as paid up thereon but only after the sum of £30,000,000 has been paid to the holders of Ordinary Shares for each Ordinary Share held and the holders of the Deferred Shares shall not be entitled to any further participation in the assets or profits of the Company.
131.3 Voting and general meetings
The holders of the Deferred Shares have no right to receive notice of any general meeting of the Company nor any right to attend, speak or vote at any such general meeting.
131.4 Reduction of capital
Neither the passing by the Company of any special resolution for the cancellation of the Deferred Shares for no consideration by means of a reduction of capital requiring the confirmation of the Court, nor the obtaining by the Company nor the making by the Court of any order confirming any such reduction of capital, nor the becoming effective of any such order shall constitute a variation, modification or abrogation of the rights attaching to the Deferred Shares. Accordingly, the Deferred Shares may at any time be cancelled for no consideration by means of a reduction of capital effected in accordance with the Act without sanction on the part of the holders of the Deferred Shares.
No share certificates will be issued in respect of the Deferred Shares.
The Deferred Shares shall not be capable of transfer.
By order of the Board Ben Harber Company Secretary
Registered office:
6th Floor 60 Gracechurch Street London EC3V 0HR
16 October 2024
| Apple App Store | GooglePlay |
|---|---|
The same voting deadline of 48 hours (excluding non-working days) before the time of the Meeting applies. Shareholders will need to use the unique personal identification Investor Code ("IVC") printed on your share certificate. If you need help with voting online, please contact our Registrar, Link Group on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales. Or via email at [email protected].
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. The same voting deadline of 48 hours (excluding non-working days) before the time of the Meeting applies. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.
In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
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