Results of General Meeting and Board Changes
Cellbxhealth plc announced that all resolutions were passed at its General Meeting, paving the way for the admission of 816,760,990 New Ordinary Shares to AIM, with the first admission expected on December 16, 2025, and the second on December 18, 2025, bringing the total voting rights to 1,139,402,658. The company also confirmed the permanent appointment of Peter Collins as Chief Executive Officer, transitioning from his interim role, and anticipates four board appointments in January 2026, subject to due diligence.
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- Subject to due diligence, four appointments to the Board anticipated in January 2026
- Peter Collins transitions from Interim CEO to CEO
Guildford, UK - 15 December 2025 - CELLBXHEALTH plc (AIM:CLBX), a leader in circulating tumour cell (CTC) intelligence, with tests and services supporting research, drug development and clinical oncology, announces that all Resolutions proposed at the General Meeting held earlier today were duly passed by Shareholders on a poll. The results of the votes will shortly be available on the Company's website.
Accordingly, following the passing of all Resolutions, application has been made to the London Stock Exchange for a total of 816,760,990 New Ordinary Shares, issued in relation to the Fundraising, to be admitted to trading on AIM. First Admission will be in respect of 9,090,000 New Ordinary Shares and is expected to occur at 8.00 a.m. on or around 16 December 2025. Second Admission will be in respect of 807,670,990 New Ordinary Shares comprising the Second Tranche Placing Shares, the Subscription Shares, the Retail Offer Shares and the Additional Subscription Shares and is expected to occur at 8.00 a.m. on 18 December 2025 (or, in each case, such later time and/or date as Cavendish and the Company may agree (being no later than 8.00 a.m. on 16 January 2026).
Share Capital Reorganisation
As outlined in the announcement of the Fundraising made by the Company on 24 November 2025 (the "Announcement") and in the Circular containing the notice of General Meeting published on 25 November 2025, Resolution 1 authorises the Sub-division of the Existing Ordinary Shares of £0.10 (10 pence) each into one New Ordinary Share of 0.05 pence each and one Deferred Share of 9.95 pence each.
No new share certificates representing the Ordinary Shares will be sent to Shareholders who hold Existing Ordinary Shares in certificated form following the Sub-division. Accordingly, share certificates for the Existing Ordinary Shares will remain valid, and will only be replaced when the old share certificates are surrendered for cancellation following the transfer, transmission or other disposal of Ordinary Shares. The nominal value of shares already held in CREST will be updated at approximately 8.00 a.m. on 16 December 2025. Following completion of the Sub-division, the New Ordinary Shares will have the same rights (save as to nominal value) as the Existing Ordinary Shares, including voting, dividend and other rights.
Application has been made for the 322,641,668 Ordinary Shares following the Share Capital Reorganisation to be admitted to trading on AIM and for dealings to commence in the Ordinary Shares at 8.00 a.m. on 16 December 2025 (the "Reorganisation Admission") under the same ISN and SEDOL being GB0034330679 and 3433067 respectively.
Following Reorganisation Admission, the issued share capital of the Company will remain the same and be comprised of 322,641,668 Ordinary Shares and 322,641,668 Deferred Shares, of which no shares are held in treasury. With the further admission of 9,090,000 Ordinary Shares at approximately 8.00 a.m. on 16 December 2025 in the First Admission and 807,670,990 Ordinary Shares at approximately 8.00 a.m. on the 18 December 2025 in the Second Admission the total number of voting rights in the Company is 1,139,402,658. Shareholders may use this figure 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 Company under the FCA's Disclosure Guidance and Transparency Rules.
Board Appointments
As detailed in the Announcement, the Company intends to appoint the following persons to the Board once customary due diligence checks undertaken by Cavendish (as the Company's nominated adviser) are complete. It is expected that these appointments will take effect in early January and a further announcement will be made at such time. The proposed appointments are as follows:
- Peter Collins as Chief Executive Officer
- Klaas de Boer as Non-executive Director
- Kim Oreskovic as Non-executive Director
- Benjamin Hart as Non-executive Director
As set out above, the Board is pleased to confirm the permanent appointment of Peter Collins as Chief Executive Officer of the Company, transitioning from his previous role as interim CEO. Peter brings over 25 years of leadership experience in oncology drug and diagnostics development, having held senior executive positions in both private and publicly listed organisations. His previous roles include Chief Executive Officer at SAGA Diagnostics, Chief Business Officer at Inivata, Vice President of Biopharma Business Development at Guardant Health, and Head of Diagnostics at GSK.
Executive Chairman Dr Jan Groen commented:
"The Board is pleased that all Resolutions were approved by Shareholders at the General Meeting, providing a solid foundation for the Company's next phase of development. Peter has a strong track record of commercial execution and innovation, and we are delighted he will continue as CEO as we advance our strategic plan, strengthen commercial focus and drive sustainable growth and value for our shareholders."
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Announcement.
The Company's LEI is 213800BY11K6W3NMS374
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