NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF CELLBXHEALTH PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF CELLBXHEALTH PLC.
01 December 2025
CELLBXHEALTH plc
Result of Retail Offer
The Board of CELLBXHEALTH plc (the "Company") (AIM: CLBX), a leader in circulating tumour cell (CTC) intelligence, is pleased to announce that the Retail Offer launched on 25 November 2025 has now closed, raising gross proceeds of approximately £0.96 million. Subject to the Retail Offer becoming unconditional, a total of 95,869,449 Retail Offer Shares will be issued at a price of 1.0 pence each.
As set out in the circular published on 25 November 2025, the issue of the Retail Offer Shares is conditional upon the Resolutions being duly passed without amendment at the General Meeting to be held on 15 December 2025.
Following the close of the Retail Offer, the Company has conditionally raised, in aggregate, gross proceeds of approximately £7.8 million at the Issue Price via the Fundraising. Subject to the passing of the Resolutions at the General Meeting, the Company will issue and allot a total of 775,869,449 New Ordinary Shares. The issued share capital of the Company following Admission (including the New Ordinary Shares) (the "Enlarged Share Capital") will be a total of 1,098,511,117 New Ordinary Shares.
Subject to the passing of the Resolutions, First Admission of 9,090,000 First Tranche Fundraising Shares is expected to occur at 8.00 a.m. on or around 16 December 2025. Second Admission will be in respect of 766,779,449 Second Tranche Placing Shares, the Subscription Shares and the Retail Offer Shares and is expected to occur at 8.00 a.m. on 18 December 2025 (or, in each case, such later time and/or date as the Company and Cavendish may agree (being no later than 8.00 a.m. on 16 January 2026)).
A separate announcement will be made following the General Meeting of the results of the General Meeting and the total voting rights following Admission.
Cavendish Capital Markets Limited ("Cavendish") acted as Nominated Adviser, Broker and Bookrunner in connection with the Fundraising.
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the announcement of the Fundraising made by the Company on 24 November 2025.
For further information:
| CelLBxHealth | +44 (0) 1483 343434 |
| Dr Jan Groen, Executive Chairman Peter Collins, Interim CEO | investor@cellbxhealth.com
|
| Cavendish (NOMAD and Broker) Geoff Nash / Isaac Hooper/ Hamza Munshi (Corporate Finance) Sunila de Silva (Corporate Broking) Nigel Birks (Life Science Specialist Sales) |
+44 (0) 20 7220 0500 |
|
FTI Consulting Simon Conway, Ciara Martin, Sam Purewal
|
+44 (0) 203 727 1000
|
Notes for editors
About CelLBxHealth plc
CelLBxHealth plc is a CTC intelligence company specialising in innovative circulating tumour cell (CTC) solutions for use in research, drug development and clinical oncology. Its patent-protected Parsortix® platform harvests CTCs from blood and can be integrated with existing laboratory instruments for comprehensive downstream analysis - including whole-cell imaging, proteomic profiling and full genomic workflows.
Commercial activities centre on (1) Product Sales: Accelerating Parsortix platform adoption and consumable sales through CROs and clinical laboratory partnerships. (2) Laboratory services: Clinical trial support and assay development (3) Lab Developed Tests (LDTs): Strategic partnerships combined with a focused in-house development programme.
The product portfolio comprises the Parsortix platform with associated consumables and assays. Laboratory services are delivered from CelLBxHealth's GCLP certified UK laboratory, providing bespoke clinical-trial support and assay development.
For more information, visit https://cellbxhealth.com/.
The Company's LEI is 213800BY11K6W3NMS374
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Important Notices
The Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the applicable state securities laws of the United States and will not be offered or sold directly or indirectly in or into the United States. No public offering of the Retail Offer Shares is being made in the United States. The Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the Securities Act.
This announcement is for information purposes and does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares in the United States, Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia, Japan or the Republic of South Africa or to, or for the account or benefit of any national resident or citizen of Canada, Australia, Japan or the Republic of South Africa. The Ordinary Shares have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Cavendish Capital Markets Limited ("Cavendish") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
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