NFX Nuformix Plc

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

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 NUFORMIX 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 NUFORMIX PLC IN CONNECTION WITH THE PROPOSED ADMISSION OF THE NEW ORDINARY SHARES TO THE EQUITY SHARES (TRANSITION) CATEGORY 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 ("EUWA")) ("UK MAR").

16 October 2024

Nuformix plc

("Nuformix" or the "Company")

Publication of Prospectus

Notice of General Meeting

Nuformix plc (LSE:NFX), a pharmaceutical development company targeting unmet medical needs in fibrosis and oncology via drug repurposing, announces that, further to the conditional £300,000 fundraise announced on 20 September 2024 (the "Fundraise"), the Company has today published a prospectus (the "Prospectus") relating to the proposed issuance of 600,000,000 new ordinary shares ("New Ordinary Shares") at a price of 0.05 pence per share (the "Issue Price").

The Fundraise and issue of the New Ordinary Shares remains subject to the fulfilment of the following conditions ("Conditions"): (i) shareholder approval at a general meeting, further details of which are set out below (the "General Meeting"); (ii) there being no breach of the obligations under the placing agreement entered into between CMC Markets UK Plc ("CMC Markets") and the Company prior to Admission; and (iii) admission of the New Ordinary Shares to trading on the Main Market of the London Stock Exchange ("Admission") becoming effective. 

The General Meeting will be held at 10.00 a.m. on 4 November 2024 at the offices of Shakespeare Martineau, 6th floor, 60 Gracechurch Street, London, EC3V 0HR, to consider and approve, among other matters, the allotment of the New Ordinary Shares and disapplication of pre-emption rights in relation to the Fundraise and a share capital reorganisation ("Reorganisation") in order that the nominal value of the ordinary shares following the Reorganisation will be equal to the Issue Price. Details of the Reorganisation are set out in the Prospectus. The Directors recommend that shareholders vote in favour of the resolutions as they intend to do in respect of the 38,000,000 shares beneficially owned by them in aggregate representing approximately 4.64% of the issued share capital.

An electronic copy of the Prospectus and the Notice of General Meeting are available for inspection on the Company's website at: https://nuformix.com/document-center/

The Prospectus will also be available for inspection at the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to the equity shares (transition) category the Financial Conduct Authority's Official List and to trading on the Main Market of the London Stock Exchange, assuming the Conditions are met.

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 which would be expected to generate revenue. It is the Directors' belief that an out-licence deal or option agreement could be secured by March 2025, however, this cannot be guaranteed. 

It should be noted the Prospectus states that 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 announcement, a working capital shortfall of £300,000 will arise at that time for the Group's requirements for the remainder of the 12 months from the date of this announcement. 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 that 12 month period to secure an out-licensing transaction.

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. 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. 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.

Further announcements will be made in due course, as appropriate.

Terms used in this announcement shall, unless the context otherwise requires, be as defined in the Prospectus published by the Company on 16 October 2024 in relation to the Fundraise.

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About Nuformix

Nuformix is a pharmaceutical development company targeting unmet medical needs in fibrosis and oncology via drug repurposing. The Company aims to use its expertise in discovering, developing and patenting novel drug forms, with improved physical properties, to develop new products in new indications that are, importantly, differentiated from the original (by way of dosage, delivery route or presentation), thus creating new and attractive commercial opportunities. Nuformix has a pipeline of preclinical assets with potential for significant value and early licensing opportunities.