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MEMPHASYS LIMITED. Capital/Financing Update 2025

Nov 9, 2025

65314_rns_2025-11-09_f4f3e463-1e07-4da3-a3a7-adf1c0a9d36b.pdf

Capital/Financing Update

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10 November 2025

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ASX Release

Completion of Entitlement Offer to Support Felix™ Commercialisation Activities

Memphasys Limited (ASX: MEM) (“Memphasys” or “the Company”) is pleased to advise the results of its 1 for 6 non-renounceable pro-rata entitlement offer (“Entitlement Offer”) at an issue price of $0.003 per Share, together with one (1) free new Option for every four (4) Shares applied for and issued. The new Options are exercisable at $0.011 (1.1 cents) each and expire on 5 November 2026.

The Entitlement Offer, which sought to raise up to approximately $1.12 million before costs, closed on Monday 3 November 2025.

A summary of the results of the Entitlement Offer is outlined in the following table:

No. of New Securities Gross Proceeds($)
Entitlement Offer
Shares available under the Entitlement Offer 373,516,350 $1,120,549.05
Free-attaching Options available under the
Entitlement Offer
93,379,088 N/A
Valid applications for Shares under the
Entitlement Offer
112,479,833 $337,439.50
Valid applications for free-attaching Options
under the Entitlement Offer
28,120,051 N/A
Shortfall Offer
Shares available under the Shortfall Offer 261,036,517 $783,109.55
Free-attaching Options available under the
Entitlement Offer
65,259,130 N/A
Shares applied for and accepted under the
Shortfall Offer*
67,980,977 $203,942.93
Free-attaching Options applied for and
accepted under the Shortfall Offer*
16,995,287 N/A
Total (Entitlement Offer + Shortfall Offer)
Shares 180,460,810 $541,382.43
Free-attachingOptions 45,115,338 N/A

*Allocation decisions with respect to the Shortfall Offer were made in accordance with the allocation policy set out in section 2.4 of the Prospectus.

The issue of 180,460,810 New Shares, including the 45,115,338 free attaching Options, will occur on Monday, 10 November 2025.

Contact Details P +612 8415 7300

E [email protected] W memphasys.com ABN 33 120 047 556

Memphasys Limited Level 1, 34-36 Richmond Road Homebush West, NSW 2140

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Shortfall Offer

Any entitlement not taken up under the Entitlement Offer forms part of the Shortfall Offer. The Shortfall Offer is a separate offer made under the Prospectus and will remain open for up to three months following the closing date of the Entitlement Offer.

Details of applications accepted for Shares and free attaching Options under the Shortfall Offer as at the date of this announcement are set out in the table above.

The Company presently intends to offer the remaining Shortfall Shares to institutional and professional investors, strategic partners and other sophisticated investors who are not eligible shareholders, by way of a Shortfall Bookbuild to be conducted by the sole broker to the Shortfall Offer, Lynx Advisors Pty Ltd.

The allocation of Shortfall Shares will be determined jointly by the Company and Lynx Advisors, having regard to the Company’s capital management objectives, strategic investor relationships and long-term interests of existing shareholders, consistent with the allocation policy detailed in section 2.4 of the Prospectus.

Use of Funds

Funds raised under the Entitlement Offer and Shortfall Offer will be applied primarily to advance the commercialisation of the Felix™ System, including:

  • progressing CE Mark regulatory approval and related quality management activities to enable entry into European markets;

  • supporting manufacturing scale-up and cost-of-goods reduction initiatives to meet early commercial demand;

  • implementing direct selling and marketing programs across priority markets including Japan, India, and the MENA region; and

  • providing working capital to settle existing creditors and support general corporate purposes.

Memphasys remains fully focused on executing its Felix™-only commercialisation strategy, with upcoming milestones including CE Mark approval, activation of binding international contracts, and the transition to first recurring revenues.

Authorised by the Board of Memphasys Limited.

ENDS

For further information, please contact:

Dr David Ali David Tasker CEO Managing Director Memphasys Limited Chapter One Advisors Tel: +61 2 8415 7300 Tel: +61 433 112 936 E: [email protected] E: [email protected]

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About Memphasys

Memphasys Limited (ASX: MEM) is an Australian-based reproductive biotechnology company commercialising the Felix™ System, a patented bio separation technology that isolates the most viable sperm cells for human assisted reproduction.

By combining electrophoresis and size-exclusion membranes, Felix™ delivers a fast, gentle and standardised sperm selection process that enhances sperm quality and reduces laboratory time. The system replaces traditional centrifugation, which can cause cellular stress and DNA damage, offering clinicians a superior, repeatable alternative.

Memphasys’ commercial strategy focuses on building contracted sales through direct and distribution-led channels, scaling production to improve margins, and establishing Felix™ as a new global standard in sperm preparation for IVF.

Website: www.memphasys.com

The Felix™ System is a registered trademark of Memphasys Limited. All rights reserved.