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Proposed Fundraise to raise approximately £10m

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Avacta Group plc is proposing a fundraising to raise approximately £10 million through a placing and subscription at an issue price of 63 pence per new ordinary share. This equity raise is intended to provide further working capital for the company's research and development programs, extending its cash runway into early Q1 2027 and beyond the expected initial data readout of the AVA6103 (FAP-Exd) Phase 1a trial in late 2026. The fundraising is also supported by intended subscriptions from two Non-Executive Directors, investing approximately £500,000 and £50,000 respectively. The issue price represents a discount of approximately 9.35% to the previous day's closing mid-market price.

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ALL DETAILS IN THIS ANNOUNCEMENT UNCHAGED OTHER THAN THE HEADING CHANGED TO "PROPOSE FUNDRAISE TO RAISE APPROXIMATELY £10m"

Avacta Group plc

("Avacta" or the "Group" or the "Company")

Proposed Placing via an accelerated bookbuild and Subscription to raise approximately £10 million

LONDON and PHILADELPHIA - March 26, 2026 - Avacta Therapeutics (AIM: AVCT, "the Company", "Avacta"), a clinical stage biopharmaceutical company developing preCISION®, a tumor-activated oncology delivery platform, today announces a proposed equity placing of approximately 15,000,000 new ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") (the "Placing"), together with a subscription for approximately 873,016 new Ordinary Shares (the "Subscription Shares") (the "Subscription"), in each case at an issue price of 63 pence per new Ordinary Share (the "Issue Price"), to raise gross proceeds of approximately £10 million (the "Fundraise").
Background to and reasons for the Fundraise
Avacta is a clinical-stage biopharmaceutical company focused on the development of its proprietary preCISION® tumor-activated drug delivery platform. The Company's second clinical program, AVA6103 (FAP-Exd), is progressing into clinical development, with dosing expected to commence imminently. AVA6103 is a preCISION® peptide drug conjugate (PDC) that is based on a highly potent topoisomerase I inhibitor, exatecan.
The Board believes that AVA6103 represents a potentially significant advancement in the delivery of exatecan, utilizing the proprietary sustained-release preCISION® PDC technology. This approach is designed to enhance efficacy while mitigating the severe toxicities historically associated with exatecan observed in earlier clinical development. The Company considers that AVA6103 has the potential to validate its novel preCISION® sustained release mechanism thereby advancing the opportunity for a large number of oncology medicines to be available on the platform through the novel chemistry designs. The clinical trial of AVA6103 is structured to further validate the preclinical observations of the novel payload delivery kinetics.

Avacta continues to progress the Phase 1b expansion cohorts of faridoxorubicin (AVA6000). These cohorts have nearly completed enrollment in three indications: salivary gland cancer (SGC), triple negative breast cancer (TNBC) and soft tissue sarcoma (STS). The Company will release additional data from the Phase 1a and Phase 1b cohorts in 1H 2026, updating the efficacy in the lead indication of SGC as well as the other indications and the cardiac safety data that led to the removal of the lifetime maximum dosing of faridoxorubicin. The Board expects these data collectively will solidify the view of the value of faridoxorubicin.

The net proceeds of the Fundraise are expected to provide further working capital to progress the Company's research and development programs into early Q1 2027. In addition, the Fundraise proceeds are expected to provide sufficient cash runway beyond the initial data read out of the AVA6103 (FAP-Exd) Phase 1a trial, expected in late 2026, which the Board believes will be a significant milestone for ongoing commercial discussions.

Despite significant interest in AVA6103, the Company's strategy remains to retain all rights to AVA6103 at least until the Company has sight of the initial results from the Phase 1a trial.

The program continues to move into clinical development faster than normal industry timelines.

Director Subscriptions

Richard Hughes, a Non-Executive Director of the Company, intends to subscribe for 793,651 new Ordinary Shares at the Issue Price, representing an investment of approximately £500,000. David Bryant, also a Non-Executive Director of the Company, also intends to subscribe for 79,365 new Ordinary Shares at the Issue Price, representing an investment of approximately £50,000.

Christina Coughlin, CEO of Avacta, commented:

"The Board's decision to raise funds enables Avacta to continue to retain 100% ownership of our highly promising programs based on our proprietary preCISION®️ technology and provide us with a cash runway into early Q1 2027. We believe this decision to overwhelmingly be in the long-term interest of shareholders, such is the potential for our proprietary technology.

"The centers are now open for the Phase 1 trial of our second program AVA6103. This financing ensures an extended cash runway, as we move towards the preliminary results from this study in H2 2026, and other important development milestones expected later this year and early in 2027. These will include candidate selection for our third pipeline asset, AVA6207, which we believe is the first-ever dual payload peptide drug conjugate, and we continue our active interaction with potential partners, in particular for our lead programs, faridoxorubicin and AVA6103."

The Issue Price represents a discount of approximately 9.35% to the closing mid-market price of 69.5 pence per Existing Ordinary Share on 25 March 2026, being the last trading day prior to the publication of this Announcement.

Zeus Capital Limited ("Zeus Capital") is acting as sole broker and sole bookrunner (the "Bookrunner") in connection with the Placing and Subscription. The Placing Shares are being offered by way of an accelerated bookbuild available to qualifying investors (the "Accelerated Bookbuild"), which will be launched immediately following the release of this Announcement, in accordance with the terms and conditions set out in Appendix 1 to this Announcement.

Additional details of the Placing and Subscription

Neither the Placing nor the Subscription have been underwritten.

The timing of the closing of the Accelerated Bookbuild and the allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company and the Bookrunner.

A further announcement confirming the results of the Accelerated Bookbuild and further details of the Subscription will be released by the Company following the close of the Accelerated Bookbuild.

THE PLACING

The Company is seeking to conditionally place with certain current shareholders and new investors approximately 15,000,000 Placing Shares at the Issue Price to raise proceeds of approximately £9.45 million (before fees and expenses). The Placing is not being underwritten.

The Placing will be utilising the Company's existing share allotment authorities and powers.

The Issue Price of 63 pence per Placing Share represents a 9.35% discount to the closing mid-market price per Ordinary Share of 69.5 pence on 25 March 2026, being the last trading day prior to the publication of this Announcement.

The Placing is conditional upon, inter alia, the Placing Agreement not having been terminated in accordance with its terms and admission of the new Ordinary Shares becoming effective.

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

DETAILS OF THE PLACING AGREEMENT

On 26 March 2026, the Company and Zeus Capital entered into the Placing Agreement, pursuant to which Zeus Capital agreed, subject to certain conditions, to use its respective reasonable endeavours to procure subscribers for the Placing Shares pursuant to the Placing.

The Placing Agreement contains customary representations, warranties and undertakings and an indemnity from the Company in favour of Zeus Capital, together with provisions which enable Zeus Capital to terminate the Placing Agreement in accordance with its terms in certain customary circumstances prior to Admission.

The obligations of Zeus Capital under the Placing Agreement are conditional, inter alia, upon Admission occurring by 8.00 a.m. on 7 April 2026 (or such later date as Zeus Capital and the Company may agree).

The Placing Agreement provides for payment by the Company to Zeus Capital of a commission of 5.0 per cent. of the capital raised via the Placing, based on the number of Placing Shares placed by it, multiplied by the Issue Price.

The Company will bear all other expenses of, and incidental to, the Placing, including the fees of the London Stock Exchange, printing costs, registrar's fees, and all legal and accounting fees of the Company.

In addition, on 26 March 2026 the Company and Strand Hanson Limited ("Strand Hanson") entered into a letter containing customary representations, warranties and undertakings and an indemnity from the Company in favour of Strand Hanson in respect of the Fundraise and Admission.

THE SUBSCRIPTION

Certain Directors, being Richard Hughes and David Bryant (the "Subscribers"), have indicated their intention to subscribe for an aggregate amount of £550,000 through the issue of 873,016 new Ordinary Shares at the Issue Price pursuant to the Subscription. The Subscription is not being underwritten.

The Subscription will be conditional, inter alia, on Admission occurring and the Placing Agreement not being terminated prior to Admission. Further details of the Subscription are expected to be announced following closure of the Accelerated Bookbuild.

RELATED PARTY TRANSACTION

Richard Hughes, a Non-Executive Director of the Company, is an associate of Zeus Capital being a director and majority shareholder of Zeus Capital. Accordingly, Zeus Capital is a related party of the Company and the payment of a 5.0 per cent. commission on the value of the Placing Shares placed by Zeus Capital, being approximately £472,500 (the "Zeus Commission") pursuant to the terms of the Placing Agreement, is deemed to be a related party transaction under Rule 13 of the AIM Rules for Companies.

The independent directors of the Company in respect to the payment of the Zeus Commission, being Shaun Chliton, Christina Coughlin, Paul Fry, and Mark Goldberg, consider, having consulted with the Company's Nominated Adviser, Strand Hanson, that the Zeus Commission is fair and reasonable insofar as Shareholders are concerned.

Broker Warrants

At the time Zeus Capital was appointed as joint broker to the Company on 30 June 2025, it was agreed that, on raising £20 million, Zeus Capital would be issued with a warrant to subscribe for 1.0 per cent. of the issued share capital of the Company at the time the warrant is to be issued, at a price to be determined by reference to the price of a future capital raise (the "Warrant"). Having met this fundraising requirement, it is intended that Zeus Capital will be issued with the Warrant, exercisable for a period of 5 years from the date of grant, at the Issue Price. Zeus Capital is expected to undertake not to dispose of any Ordinary Shares issued to it pursuant to the exercise of the Warrant during the 12 month period immediately following the date on which the Warrant is issued, and then only in consultation with the Company.

The agreement to issue the Warrant at the time of Zeus Capital being appointed broker was a Related Party Transaction pursuant to AIM Rule 13 and should have been subject to the requisite fairness opinion pursuant to AIM Rule 13 at that time. It is expected that a fairness opinion pursuant to AIM Rule 13 will be given at the time the Warrant is issued.

ADMISSION

Application will be made to the London Stock Exchange for the admission of the Placing Shares and the Subscription Shares to trading on AIM ("Admission"). It is expected that Admission will take place, and that trading will become effective and dealings in the new Ordinary Shares will commence on AIM, at 8.00 a.m. on 7 April 2026. The Placing Shares and the Subscription Shares will be issued fully paid and will rank pari passu in all respects with the Company's Existing Ordinary Shares.

INFORMATION TO DISTRIBUTORS

UK product governance

EEA product governance

APPENDIX 1

("Representatives"); nor

  • to the extent not contained within (a) or (b) or (c), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner, the Company, nor any of their respective Representatives shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the conduct of the Accelerated Bookbuild and/or the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may determine. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Bookrunner shall have no liability to the Placees for any failure by the Company to fulfil those obligations.

  • The Placing Shares will be allotted and issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

  • the Placing Terms having been executed by the Company and the Bookrunner;
  • the publication by the Company of the Placing Results Announcement through a Regulatory Information Service as soon as reasonably practicable following the execution of the Placing Terms;
  • the Company not being in breach of any of its obligations and undertakings under the Placing Agreement which fall to be performed or satisfied prior to Admission save to the extent such breach, in the opinion of the Bookrunner (acting in good faith), is not material;
  • each of the warranties given by the Company contained in the Placing Agreement being true, accurate and not misleading: (i) as at the date of the Placing Agreement; (ii) as at the time of the execution of the Placing Terms; and (iii) as at and on Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances from time to time subsisting;
  • no matter having arisen prior Admission in respect of which indemnification or contribution might, in the opinion of the Bookrunner (acting in good faith), reasonably be expected to be sought under the Placing Agreement;
  • the Company having allotted, subject only to Admission, the Fundraise Shares in accordance with the Placing Agreement;
  • Admission occurring no later than 8.00 am on 7 April 2026 (or such later time and/or date the Company and the Bookrunner may agree),

(each a "Closing Condition").

If, at Admission, any of the Closing Conditions is not fulfilled or, where permitted, waived or extended by the Bookrunner in accordance with the Placing Agreement, the Placing will lapse and the Placees rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

The Bookrunner may, at its discretion and upon such terms and conditions as it thinks fit, waive satisfaction of certain of the Closing Conditions (save that Conditions (a), (b), (f) and 2(g) cannot be waived) or extend the time provided for their satisfaction. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.

Neither the Bookrunner nor any of its respective affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing, nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Right to terminate under the Placing Agreement

The Bookrunner, in its absolute discretion acting in good faith, may prior to Admission terminate the Placing Agreement in accordance with its terms in the event that certain circumstances arise at any time prior to Admission, including, among other things:

  • any statement in any document or announcement issued or published by or on behalf of the Company in connection with the Fundraise is or has become untrue, inaccurate or misleading in any respect, or any matter has arisen which would, if such document or announcement had been issued at that time, constitute an inaccuracy or omission from such document or announcement;
  • there has been a breach by the Company of any of its obligations under the Placing Agreement save for any breach which, in the opinion of the Bookrunner (acting in good faith), is not material;
  • there has been a breach by the Company of any of the warranties or representations contained in the Placing Agreement or any of such warranties or representations is not, or ceases to be, true, accurate and not misleading;
  • there has been a breach of any provision of any Subscription Letter or a waiver of any of the conditions thereto save for any breach which, in the opinion of the Bookrunner (acting in good faith), is not material;
  • in the opinion of the Bookrunner (acting in good faith), there has been a Material Adverse Change whether or not foreseeable at the date of the Placing Agreement;
  • upon the occurrence of certain force majeure events (including any escalation of the war in the Middle East); or
  • if the Company's application for Admission is withdrawn or refused by the London Stock Exchange or, in the opinion of the Bookrunner (acting in good faith), will not be granted.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise or non-exercise by the Bookrunner of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner or for agreement between the Company and the Bookrunner and that neither the Company nor the Bookrunner need make any reference to, or consult with, Placees and that none of the Company, the Bookrunner nor any of their respective affiliates or its or their respective Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, the Nominated Adviser or the Bookrunner or any other person and none of the Company, the Nominated Adviser, the Bookrunner nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent misrepresentation by that person.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that Admission will take place at 8.00 a.m. on 7 April 2026 (or such later time or date as the Company and the Bookrunner may agree, not being later than the Final Date) and that dealings in the Placing Shares on AIM will commence at the same time.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement within CREST is expected to occur on 7 April 2026 ("Settlement Date"). Settlement will take place on a delivery versus payment basis. However, the Bookrunner and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with the Bookrunner stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the Bookrunner.

The relevant settlement details for the Placing Shares are as follows:

CREST Participant ID of Zeus Capital:601
Expected trade time and date:8.00 a.m. on 27 March 2026
Settlement date:8.00 a.m. on 7 April 2026
ISIN code for the Placing Shares:GB00BYYW9G87

Placees will not be entitled to any fee or commission in connection with the Placing.

Representations, warranties, undertakings and further terms

  • it understands that the Placing Shares:
  • it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:
  • pursuant to another exemption from registration under the Securities Act, if available,
  • it:
  • is able to sustain a complete loss of an investment in the Placing Shares; and
  • has no need for liquidity with respect to its investment in the Placing Shares;
  • it is not:
  • f it is in the United Kingdom, it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully be communicated;
  • unless otherwise specifically agreed with the Nominated Adviser and the Bookrunner in writing, in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing, it is a 'Qualified Investor' within the meaning of paragraph 15 of Schedule 1 of POATR and in the case of a Relevant Person in a member state of the EEA who acquires any Placing Shares pursuant to the Placing, that it is a 'Qualified Investor' within the meaning of Article 2(e) of the EU Prospectus Regulation;
  • a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by Zeus Capital. Zeus Capital reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, MiFID II requirements and/or its allocation policies;
  • it has the funds available to pay for the Placing Shares for which it has agreed to subscribe;
  • time is of essence as regards its obligations under this Appendix;
  • process its personal data for the Company's or Registrars' internal administration; and

Miscellaneous

APPENDIX 2

DEFINITIONS

"Accelerated Bookbuild"has the meaning given to it in this Announcement
"Admission"admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules, which is expected to occur at 8.00 a.m. on 7 April 2026
"AIM"AIM, a market operated by the London Stock Exchange
"AIM Rules"the AIM rules for Companies published by London Stock Exchange
"Board"the board of directors of the Company from time to time
"Bookrunner"Zeus Capital, in its capacity as broker to the Company
"COBS"the FCA's Conduct of Business Sourcebook
"Company" or " Avacta"Avacta Group plc (registered number 04748597) and, where the context so admits, Avacta Group plc and its subsidiary undertakings
"CREST Regulations"the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"Directors"the directors of the Company
"Enlarged Share Capital"the issued ordinary share capital of the Company immediately following Admission
"Euroclear"Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares"the Ordinary Shares in issue at the date of this Announcement
"Financial Conduct Authority" or "FCA"the Financial Conduct Authority of the UK
"FSMA"the Financial Services and Markets Act 2000 (as amended)
"Final Date"21 April 2026
"Fundraise"the Placing and the Subscription
"Fundraise Shares"the Placing Shares and the Subscription Shares
"Issue Price"63 pence per Fundraise Share
"London Stock Exchange"London Stock Exchange plc
"Material Adverse Change"has the meaning given to such term in the Placing Agreement
"MiFID II"means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended)
"Nominated Adviser"Strand Hanson, in its capacity as nominated adviser to the Company
"Ordinary Shares"ordinary shares of £0.10 each in the capital of the Company
"Placing"the proposed conditional placing of the Placing Shares at the Issue Price by way of the Accelerated Bookbuild
"Placing Agreement"the conditional agreement dated 26 March 2026 and made between Zeus Capital and the Company in relation to the Fundraise
"Placing Shares"approximately 15,000,000 new Ordinary Shares to be issued by the Company at the Issue Price pursuant to the Placing
"Placing Results Announcement"has the meaning given to it in Appendix I to this Announcement
"Placing Terms"has the meaning given to it in Appendix I to this Announcement
"POATR"The Public Offers and Admissions to Trading Regulations 2024 (as amended)
"Shareholders"holders of Ordinary Shares
"SONIA"Sterling Overnight Index Average
"Strand Hanson"Strand Hanson Limited, registered in England and Wales with company number 02780169 and having its registered office at 26 Mount Row, London, W1K 3SQ
"Subscribers"has the meaning given to it in this Announcement
"Subscription"the proposed conditional subscription for the Subscription Shares at the Issue Price by the Subscribers under the terms of the Subscription Letters
"Subscription Letters"the letters to be entered into between the Company and the Subscribers in connection with the Subscription
"Subscription Shares"approximately 873,016 new Ordinary Shares to be issued by the Company at the Issue Price pursuant to the Subscription
"Takeover Code"The City Code on Takeovers and Mergers (as amended)
"United States"has the meaning given to it in this Announcement
"Zeus Capital"Zeus Capital Limited, registered in England and Wales with company number 04417845 and having its registered office at 82 King Street, Manchester, M2 4WQ

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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