Launch of Retail Offer

Retail Offer

The Board of CelLBxHealth plc (the "Company") is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares ("Ordinary Shares") in the capital of the Company (the "Retail Offer Shares") at an issue price of 1.0 pence per New Ordinary Share (as defined below) (the "Issue Price").

In addition to the Retail Offer, the Company has also a conducted conditional Placing of, and Subscriptions for, new ordinary shares (the "Placing Shares", the "Subscription Shares" and together with the Retail Offer Shares, the "Fundraising Shares") at the Issue Price (the "Placing", the "Subscription" and the Retail Offer, together being the "Fundraising"). A separate announcement has been made regarding the Placing and Subscription and their terms. For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscription. Full details of the Fundraising, including the background to, and reasons for the Placing and Subscription and the Retail Offer, is included in the separate announcement released by the Company yesterday.

The Issue Price represents a discount of approximately 38 per cent. to the closing share price of 1.6 pence per Existing Ordinary Share on 24 November 2025. The issue of all Fundraising Shares, including the Retail Offer Shares, is subject to a Share Capital Reorganisation to be approved by Shareholders at a General Meeting of the Company to be held at 2.00 p.m. on 15 December 2025 at 1 Bartholomew Close, London, EC1A 7BL, England (the "General Meeting").

The Retail Offer is conditional on the passing of the Resolutions and Admission. Admission of the Retail Offer Shares is expected to take place on 18 December 2025. Completion of the Retail Offer is conditional, inter alia, upon the Resolutions being duly passed by Shareholders at the General Meeting.

The net proceeds of the Fundraising are intended to be used as follows:

• £1.9 million for research and development;
• £1.0 million for sales and marketing;
• £1.1 million for restructuring and cost optimisation;
• £0.2 million for IT systems; and
• £1.8 million for operating costs, including costs of the Fundraising.

Expected Timetable in relation to the Retail Offer

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/2QEMY1/authorised-intermediaries

The Retail Offer will be open to eligible investors in the United Kingdom at 8:00am on 25 November 2025. The Retail Offer is expected to close at 4:35PM on 1 December 2025. Investors should note that financial Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, existing shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

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

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the, the rules for AIM companies and their nominated advisers issued by the London Stock Exchange, Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £250.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/2QEMY1/authorised-intermediaries

Key Investment Risks

Cavendish Capital Markets Limited ("Cavendish") acted as Bookrunner in connection with the Placing.

The Company's LEI is 213800BY11K6W3NMS374

UK Product Governance Requirements

EU Product Governance Requirements