Oversubscribed Strategic Equity Fundraise of £9m
Avacta Group plc has successfully raised approximately £9 million through an oversubscribed strategic equity fundraise at an issue price of 70 pence per share. This capital will be used to repay deferred convertible bond obligations in cash, strengthening the company's balance sheet and reducing potential shareholder dilution. The fundraise involved the placement of 12,792,859 new ordinary shares, with directors also subscribing for additional shares. This financial manoeuvre supports Avacta's strategy to advance its pre|CISION® oncology platform through key clinical milestones and IND-enabling studies.
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| LONDON and PHILADELPHIA - June 5, 2026 - Avacta Therapeutics (AIM: AVCT, the "Company", the "Group", "Avacta"), a clinical stage biopharmaceutical company developing pre | CISION®, a tumor-activated oncology delivery platform, is pleased to announce that it has raised gross proceeds of approximately £9 million from institutional investors and existing shareholders, with one institutional cornerstone investor representing the majority of the funds. |
The Company has conditionally placed 12,792,859 new ordinary shares of 10 pence each in the Company ("Ordinary Shares") (the "Placing Shares") at a price of 70 pence per share (the "Issue Price"), being the closing mid-market price on the day immediately prior to this Announcement, raising approximately £9 million (the "Placing").
Christina Coughlin, CEO of Avacta commented:
| "This Placing enables Avacta to retain the value of our equity while further reinforcing our financial position by reducing the outstanding debt in the Convertible Bond. Our cash runway provides sufficient funding to progress both clinical drug candidates from our industry-leading pre | CISION® technology through major clinical milestones and to move our Gen Three molecule into IND-enabling studies. | |
| "The initial clinical data on the Gen Two program AVA6103 in late H2 2026, as well as further Phase 1 data on Gen One AVA6000 later this month at the BIO International Convention, mark key milestones for the Company, as we expect that these data will provide validation of our pre | CISION® technology in patients, by demonstrating that both our First and Second Gen molecules can effectively treat human cancers. In parallel, we continue to advance our partnering discussions, which are ongoing with multiple parties, on all three generations of our pre | CISION® platform." |
Director Subscriptions
In addition to the Placing, Christina Coughlin, Chief Executive Officer of Avacta, and Mark Goldberg, a Non-Executive Director of the Company, have subscribed for 32,142 new Ordinary Shares each, (the "Subscription Shares") at the Issue Price, representing an investment of approximately £22,500 each (the "Subscription").
Background to and strategic rationale of the Equity Fundraise
As announced on 29 August 2025 in the Company's announcement titled "Amendments to the Convertible Bond and equity fundraise of £3.25 million", the Company renegotiated the terms of its Convertible Bond with the Convertible Bond holder. The Amendments included the following:
- Quarterly Convertible Bond repayments and interest in respect of 20 January 2026 and 20 April 2026 payment dates were deferred until 20 October 2027 (together, the "Deferred Repayments");
- Upon the earlier of (i) the date on which the Company publishes the data readouts of its Phase 1b trials of FAP-Dox (AVA6000) in triple negative breast cancer and (ii) 30 June 2026, the Bondholder will have the right to accelerate the satisfaction (in cash or shares) of one or both of the Deferred Repayments and in addition, from 1 October 2026, at any time accelerate the satisfaction of the quarterly repayments on the Convertible Bond, subject to a maximum of one acceleration per quarter.
Under the terms of the Amendments, if the Deferred Repayments were to be accelerated by the Convertible Bond Holder, the Company could elect to pay in cash or via the issue of new Ordinary Shares at the predetermined reference price (based on prevailing VWAPs) for 20 January 2026 and 20 April 2026.
The lowest electable reference prices for the 20 January 2026 and 20 April 2026 would be approximately 48.75 pence and 64.65 pence respectively.
The Company has chosen to strategically accept new investment into the business at the Issue Price of 70 pence, significantly higher than the potential share-based payment prices, thereby resulting in a reduction in potential shareholder dilution whilst strengthening the Company's balance sheet.
The net proceeds of the Placing will allow the Company to pay the Deferred Repayments in cash and, in addition, pay an additional quarterly payment in cash if required.
This Placing has allowed Avacta to have an enhanced balance sheet, and should the Deferred Repayments be accelerated and an additional quarterly repayment be paid in cash, the Convertible Bond would be reduced to approximately £11.5 million, which represents approximately 3.6 per cent of the market capitalisation of the Company immediately prior to this Announcement.
| About pre | CISION® |
Background to and information on the fundraise
The Issue Price represents a discount of approximately 0% to the closing mid-market price of 70 pence per existing Ordinary Share on 4 June 2026, being the last trading day prior to the publication of this Announcement.
The Placing has been conducted by Zeus Capital Limited ("Zeus") as sole bookrunner.
The Placing
The Placing comprises the issue of 12,792,859 Placing Shares at the Issue Price to conditionally raise approximately £9 million before expenses for the Company.
The Placing will be utilising the Company's existing share allotment authorities and powers.
The Placing Shares will represent approximately 2.7 per cent. of the enlarged share capital of the Company (as enlarged by the Placing Shares) and will rank pari passu with the existing Ordinary Shares.
The Company and Zeus have entered into a placing agreement (the "Placing Agreement"). Pursuant to the terms of the Placing Agreement, Zeus as agent for the Company, has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares. Zeus has conditionally placed the Placing Shares with certain investors at the Issue Price.
The Placing Agreement contains certain warranties and indemnities from the Company in favour of Zeus. The Placing is not being underwritten by Zeus nor any other person.
The Placing is conditional upon, inter alia, the Placing Agreement not having been terminated in accordance with its terms and Admission becoming effective.
The Subscription
Certain Directors, being Christina Coughlin and Mark Goldberg (the "Subscribers"), have indicated their intention to subscribe for an aggregate amount of approximately £45,000 through the issue of 64,284 new Ordinary Shares at the Issue Price pursuant to the Subscription. The Subscription is not being underwritten.
The Subscription will be conditional upon, inter alia, Admission occurring and the Placing Agreement not being terminated prior to Admission.
Admission and total voting rights
Application will be made to the London Stock Exchange for the admission to trading on AIM of 12,857,143 Placing Shares and Subscription shares (together the "Fundraising Shares") resulting from the Placing and Subscription (together the "Fundraising"), which is expected to occur at or around 8.00 am on 11 June 2026 ("Admission").
Immediately following Admission, the Company's enlarged issued ordinary share capital will be 471,330,508 Ordinary Shares. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Related Party Transactions
Director Participation in the Subscription
The participation of Christina Coughlin and Mark Goldberg in the Subscription, each being Directors of the Company, constitutes a related party transaction under Rule 13 of the AIM Rules for Companies.
The independent directors of the Company (being Shaun Chilton, David Bryant, and Paul Fry), having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider that the Subscribers' participation in the Subscription is fair and reasonable insofar as the Company's shareholders are concerned.
Participation of Zeus in the Placing
Zeus subscribed for 272,025 Ordinary Shares at the Issue Price, for a consideration of £190,417.50 (the "Zeus Placing Participation"). Richard Hughes, a Non-Executive Director of the Company, is an associate of Zeus, being a director and majority shareholder of Zeus. Accordingly, Zeus is a related party of the Company, and the Zeus Placing Participation constitutes a related party transaction under Rule 13 of the AIM Rules for Companies.
The independent directors of the Company for the purposes of assessing the Zeus Placing Participation (being Shaun Chilton, David Bryant, and Paul Fry), having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider that Zeus Placing Participation is fair and reasonable insofar as the Company's shareholders are concerned.
Zeus Commission
Richard Hughes, a Non-Executive Director of the Company, is an associate of Zeus, being a director and majority shareholder of Zeus. Zeus is therefore a related party of the Company pursuant to the AIM Rules and the payment of a 5 per cent. commission on the value of the Placing Shares placed by Zeus, being approximately £447,750.07 (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 for the purposes of assessing the Zeus Commission (being Shaun Chilton, David Bryant, and Paul Fry), having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider that the Zeus Commission is fair and reasonable insofar as the Company's shareholders are concerned.
PDMR DISCLOSURE
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | i- Christina Coughlin ii- Mark Goldberg |
| 2 | Reason for the notification | |
| a) | Position/status | I- Chief Executive Officer II- Non-Executive Director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Avacta Group Plc |
| b) | LEI | 2138009U3EG31OPMGH36 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 10p each in the Company GB00BYYW9G87 |
| b) | Nature of the transaction | Subscription for Ordinary Shares |
| c) | Price(s) and volume(s) | Purchase of shares: Price Volume(s) i 70p 32,142 ii 70p 32,142 |
| d) | Aggregated information - Aggregated volume - Price - Total Value | 64,284 70p £44,998.80 |
| e) | Date of the transaction | 5 June 2026 |
| f) | Place of the transaction | LSE, AIM Market |
Notes:
References to times in this Announcement are to London time unless otherwise stated.
The times and dates mentioned throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised dates and the details of the new times and dates will be notified to the London Stock Exchange and, where appropriate, Shareholders. Shareholders may not receive any further written communication.
This Announcement should be read in its entirety. In particular, the information in the "Important Notices" section of this Announcement should be read and understood.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the Product Governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Fundraising Shares have been subject to a product approval process, which has determined that the Fundraising Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Fundraising Shares may decline and investors could lose all or part of their investment; the Fundraising Shares offer no guaranteed income and no capital protection; and an investment in the Fundraising Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Fundraising Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the new Fundraising Shares and determining appropriate distribution channels.
EU Product Governance Requirements
1. Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c) local implementing measures (together the "EU Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the Fundraising Shares have been subject to product approval process, which has determined that the Fundraising Shares are: (i) compatible with an end target market of (a) investors who meet the criteria of professional clients and (b) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by EU Product Governance Requirements (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Fundraising Shares may decline and investors could lose all or part of their investment; the Fundraising Shares offer no guaranteed income and no capital protection; and an investment in the Fundraising Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
- The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Fundraising Shares.
- Each distributor is responsible for undertaking its own target market assessment in respect of the Fundraising Shares and determining appropriate distribution channels.
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