Issue of Options, Salary Waivers, Incentive Plan
Cizzle Biotechnology Holdings Plc announced the conditional grant of new performance-related share options to directors, subject to shareholder approval at the upcoming AGM, as compensation for extended salary waivers. These new options are tied to achieving key milestones such as US laboratory accreditation, new commercial licensing agreements, operational profit, and securing £1 million in new revenues or royalties. Following these grants, the total number of ordinary shares under option will be 59,458,766, representing 15.00% of the company's current issued ordinary share capital.
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Cizzle Biotechnology, the UK based diagnostics developer, announces voluntary director salary waivers, a new management incentive plan ("MIP") and the award of new share options ("New Options"), subject to shareholder approval at the next Annual General Meeting (the "AGM").
On 7 March 2023, the Company announced that in conducting a review of director remuneration, the Company's remuneration committee was of the view that the Company's directors' salaries were below market comparables. To maintain low overheads and maximise the funds available to the Company, the directors agreed to waive any increase in basic salary for a period of two years from 3 March 2023. Post that date, the directors further agreed to extend that waiver until 3 March 2026. The directors have not received an increase in basic salary since the Company was admitted to trading on the London Stock Exchange ("LSE") in May 2021.
The directors remain fully committed to delivering a global solution to help in the diagnosis of early lung cancer using its proprietary CIZ1B early lung cancer test and are committed to creating shareholder value. In compensation for the extended salary waiver and to align the directors' remuneration with the interests of shareholders, the Company's remuneration committee has recommended, and the directors have agreed, a new MIP and, subject to shareholder approval at the next AGM of the Company, the Company has conditionally granted new performance related share options over new ordinary shares of 0.01p in the Company ("Ordinary Shares") to the directors.
The New Options will be exercisable in tranches, as and when the Company achieves key milestones, which are: to achieve laboratory accreditation in the USA; entering new commercial licensing agreements in the UK and elsewhere outside of North America and the Caribbean; generating operational profit; and securing new revenues or royalties of £1 million above that already agreed with the Company's licensing partner in North America.
Following the New Options being deemed capable of exercise, which will be at the discretion of the Company's remuneration committee, the recipient has ten years in which to exercise.
The New Options have been conditionally granted to the directors, subject to shareholder approval at the next AGM, are as follows:
| Director | Number of New Options Granted | Exercise Price | Existing Waiver Options Held at 2.19376p per share | Existing Admission O ptions held at 10.00p per share | Total number of options now held | Total no. of options now held as % of current issued share capital |
|---|---|---|---|---|---|---|
| Allan Syms | 4,129,119 | 2.00p | ||||
| Allan Syms | 1,651,648 | 5.00p | ||||
| Allan Syms | 1,238,736 | 10.00p | ||||
| Allan Syms | 1,238,735 | 15.00p | ||||
| Allan Syms Total | 8,258,238 | 8,868,096 | 2,534,478 | 19,660,812 | 4.96 % | |
| Dawn Coverley | 4,129,119 | 2.00p | ||||
| Dawn Coverley | 1,651,648 | 5.00p | ||||
| Dawn Coverley | 1,238,736 | 10.00p | ||||
| Dawn Coverley | 1,238,735 | 15.00p | ||||
| Dawn Coverley Total | 8,258,238 | 7,614,540 | 6,336,195 | 22,208,973 | 5.60% | |
| Nigel Lee* | 2,064,600 | 2.00p | ||||
| Nigel Lee | 825,824 | 5.00p | ||||
| Nigel Lee | 619,368 | 10.00p | ||||
| Nigel Lee | 619,327 | 15.00p | ||||
| Nigel Lee Total | 4,129,119 | 6,224,233 | 1,000,000 | 11,353,352 | 2.86% |
*in addition, Nigel Lee is interested in 1,300 options over the Company's Ordinary Shares issued to CFO Solutions, a Company in which Nigel Lee is a director
The New Options are subject to good and bad leaver provisions. The New Options are unapproved for the purposes of the enterprise management incentive and have been granted outside of, and in addition to, grants made under the Company's existing share option schemes.
In compensation for the salary waiver on 7 March 2023, and as approved at the AGM of the Company held on 28 June 2023, the Company granted waiver share options ("Waiver Options") over new Ordinary Shares in the Company to the directors with an exercise price of 2.19376 pence per Ordinary Share, as detailed above. The Waiver Options are now capable of exercise.
On 4 November 2021 options ("Admission Options") were granted exercisable at a price of 10 pence per Ordinary Share, subject to certain vesting criteria being met. These vesting criteria are based on detailed key deliverables being achieved, derived from the Company's near to medium term business plan as set out in the Company's Prospectus published on 23 April 2021, together with further milestones identified by the Company. Step one of the performance and / or service conditions are deemed to have been met and 50% of the Options are now capable of exercise. The remainder of the Admission Options, being options over 9,870,673 Ordinary Shares in the Company, have lapsed.
In deriving the new performance-based MIP, the Company's remuneration committee has used a variety of performance measures including financial, non-financial and strategic measures to ensure that targets are aligned with how the Company expects to deliver value over the long- term in line with the Company's purpose. These metrics are considered to be reliable and credible and in line with shareholders' interests. The Company's remuneration committee has exercised judgement when determining remuneration awards, considering the possible monetary outcomes and external perceptions arising from its decisions.
Following the conditional grant of the New Options, the total number of Ordinary Shares under option would be 59,458,766 representing 15.00% of the Company's current issued Ordinary Share capital.
Further details on the New Options are contained in the disclosure tables below.
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Names | Allan Syms -Executive Chairman Nigel Lee - Finance Director Dawn Coverley - Chief Scientific Officer |
| 2. | Reason for the Notification | |
| a) | Position/status | See 1(a) above for positions - all are directors of the Company and are classified as PDMRs of the Company |
| b) | Initial notification/ Amendment | Initial Notification |
| a) | Name | Cizzle Biotechnology Holdings Plc |
| b) | LEI | 213800G3OS3SA2J1Y358 |
| a) | Description of the Financial instrument, type of instrument Identification code | In each case, the grant of Options over Ordinary Shares on May 7 2026 GB00BNG2VN02 |
| b) | Nature of the transaction | Grant of Options over new Ordinary Shares each with an exercise price of 2.0 pence per new Ordinary Share Grant of Options over new Ordinary Shares each with an exercise price of 5.0 pence per new Ordinary Share Grant of Options over new Ordinary Shares each with an exercise price of 10.00 pence per new Ordinary Share Grant of Options over new Ordinary Shares each with an exercise price of 15.00 pence per new Ordinary Share |
| c) | Price(s) and volume(s) | Price: pence per Ordinary Share Volumes: Allan Syms - Options over 4,129,119 new Ordinary Shares at 2.0 p per share Allan Syms - Options over 1,651,648 new Ordinary Shares at 5.0 p per share Allan Syms - Options over 1,238,736 new Ordinary Shares at 10.0 p per share Allan Syms - Options over 1,238,735 new Ordinary Shares at 15.0 p per share Dawn Coverley - Options over 4,129,119 new Ordinary Shares at 2.0 p per share Dawn Coverley- Options over 1,651,648 new Ordinary Shares at 5.0 p per share Dawn Coverley - Options over 1,238,736 new Ordinary Shares at 10.0 p per share Dawn Coverley - Options over 1,238,735 new Ordinary Shares at 15.0 p per share Nigel Lee - Options over 2,064,600 new Ordinary Shares at 2.0p per share Nigel Lee - Options over 825,824 new Ordinary Shares at 5.0p per share Nigel Lee - Options over 619,368 new Ordinary Shares at 10.0p per share Nigel Lee - Options over 619,327 new Ordinary Shares at 15.0p per share |
| d) | Aggregated information: ï Aggregated volume ï Price | n/a |
| e) | Date of the transaction | 7 May 2026 |
| f) | Place of the transaction | Outside a trading venue |
You can also follow the Company through its twitter account @CizzlePlc and on LinkedIn.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.