TIDMCIZ
RNS Number : 3252C
Cizzle Biotechnology Holdings PLC
12 June 2023
12 June 2023
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EUROPEAN
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SECURITIES MAY BE LAWFULLY MARKETED) OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF
ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO
SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") and is not a prospectus. This announcement does not
constitute or form part of, and should not be construed as, an
offer for sale or subscription of, or solicitation of any offer to
subscribe for or to acquire, any ordinary shares in Cizzle
Biotechnology Holdings PLC in any jurisdiction, including in or
into the United States, Canada, Australia, the Republic of South
Africa or Japan. Investors should not subscribe for or purchase any
ordinary shares referred to in this announcement except on the
basis of information in the prospectus (the "Prospectus") in its
final form, published by Cizzle Biotechnology Holdings PLC in
connection with the proposed admission of the Subscription Shares
to the Standard Listing segment of London Stock Exchange plc's Main
Market for listed securities.
This announcement contains Inside Information for the purposes
of article 7 of EU Regulation 596/2014 (which forms part of
domestic UK law pursuant to the European Union (Withdrawal) Act
2018 ("UK MAR"). In addition, market soundings (as defined in UK
MAR) were taken in respect of certain of the matters contained
within this announcement, with the result that certain persons
became aware of Inside Information (as defined under UK MAR). Upon
the publication of this announcement via a Regulatory Information
Service, those persons that received Inside Information in a market
sounding are no longer in possession of such Inside Information,
which is now considered to be in the public domain.
Cizzle Biotechnology Holdings Plc
("Cizzle Biotechnology", "Cizzle", the "Company", or the
"Group")
Subscription to raise GBP350,000
Variation to GBP500,000 Loan Facility
Cizzle Biotechnology, the UK-based diagnostics developer, is
pleased to announce that it has conditionally raised gross proceeds
of GBP350,000 (before expenses of GBP17,500) by way of the issue of
16,666,667 new Ordinary Shares at 2.1p per share ("Issue Price")
with new and existing Investors (the "Subscription").
Use of Proceeds
-- The funds raised from the Subscription will be used, inter
alia, to provide working capital for the Company's strategy and
to:
o Continue development of a laboratory-developed test ("LDT")
accredited service for the early detection of lung cancer.
o Progress the Company's proprietary CIZ1B biomarker blood test
through to UKCA, CE marking and/or FDA 510(k) clearance and;
o Commence development of its Point of Care rapid test for use
in doctors' offices and pharmacies.
Variation to GBP500,000 Loan Facility
Pursuant to its facility agreement with E3 Fund SP (the
"Investor") entered into on 20 September 2022 ("Facility") and
amended on 21 April 2023, the Company and the Investor are pleased
to announce they have agreed to vary the terms of the Facility to
enable the Subscription to proceed at a premium to the fixed
repayment price of the Facility of 1.8p per share.
The Facility has been extended until 8 December 2024 and will be
drawable in tranches of not less than GBP100,000 as requested by
the Company or the Investor. The first drawdown will be made
available to the Company following Shareholder Approval at the
Company's next General Meeting to allot a further 23,809,524 new
Ordinary Shares. Repayment of the Facility is to be by way of issue
and allotment of new Ordinary Shares in the capital of the Company
at a new fixed price equal to the Issue Price of 2.1p per share
("Facility Shares").
Commenting, Allan Syms, Executive Chairman of Cizzle
Biotechnology, said:
"Cizzle continues to make excellent progress in developing its
laboratory test for CIZ1B. Through refining our test we are now at
a stage when we can commence work on our point of care test for use
in doctors' offices and healthcare outlets such as pharmacies. The
funds raised from the Subscription and converting the Facility in
full will provide continued momentum in bringing our proprietary
novel technologies for detecting lung and other cancers at an early
stage to thereby potentially preventing suffering and saving many
lives.
Background
The Group is developing a blood test for the early detection of
lung cancer. Its proof-of-concept prototype test is based on the
ability to measure a stable blood plasma biomarker, a variant of
CIZ1. CIZ1 is a naturally occurring cell nuclear protein involved
in DNA replication, and the targeted CIZ1B variant is highly
correlated with early-stage lung cancer.
Published research led by Professor Coverley has demonstrated
that CIZ1B can be measured with high sensitivity via an ELISA
process, which should allow for testing in a high-throughput,
hospital-friendly format. The Directors believe that this
development overcomes an important barrier to further clinical
development and the application of this blood test for the early
detection of lung cancer, which is essential to improve a patient's
chance of survival.
In addition to implementing a strategy to develop a regulatory
approved commercial, diagnostic laboratory immunoassay for
early-stage lung cancer, the Group has broadened its interests to
include the detection of a range of other early-stage cancers.
While the first product is expected to be a laboratory based test
the company is now ready to commence development of a point of care
test provided by a primary health care provider.
Admission of the New Ordinary Shares
Application will be made for the 16,666,667 Subscription Shares
to be admitted to the Official List of the FCA by means of a
standard listing under Chapter 14 of the Listing Rules ("Standard
Listing") 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 20 June 2023. The New Ordinary Shares will
be eligible for CREST settlement and settlement of transactions in
the Subscription Shares may take place within the CREST system if a
Shareholder so wishes. The Subscription Shares will represent 5.0%
of the Enlarged Share Capital.
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 Subscription Shares to be admitted to any other
such exchange.
Total Voting Rights
Following Admission of the New Ordinary Shares, the total number
of Ordinary Shares in issue will be 330,781,120 each with equal
voting rights. The Company does not hold any rights in treasury.
The total voting rights figure can be used by Shareholders as the
denominator for the calculations by which they will determine
whether they are required to notify their interest in, or a change
of their interest in, the Company under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
Enquiries:
Cizzle Biotechnology Holdings Via IFC Advisory
plc
Allan Syms (Executive Chairman)
Allenby Capital Limited +44(0) 20 33285656
John Depasquale
Alex Brearley
Novum Securities Limited +44(0) 20 7399 9400
Colin Rowbury
Jon Bellis
IFC Advisory Limited +44(0) 20 3934 6630
Tim Metcalfe cizzle@investor-focus.co.uk
Florence Chandler
Notes to Editors:
About Cizzle Biotechnology
Cizzle Biotechnology is developing a blood test for the early
detection of lung cancer. Cizzle Biotechnology is a spin- out from
the University of York, founded in 2006 around the work of
Professor Coverley and colleagues. Its proof-of-concept prototype
test is based on the ability to detect a stable plasma biomarker, a
variant of CIZ1 known as CIZ1B. CIZ1 is a naturally occurring cell
nuclear protein involved in DNA replication, and the targeted CIZ1B
variant is highly correlated with early-stage lung cancer.
For more information, please see
https://cizzlebiotechnology.com
You can also follow the Company through its twitter account
@CizzlePlc and on LinkedIn.
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END
IOEFBMLTMTABBIJ
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June 12, 2023 02:00 ET (06:00 GMT)
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