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Further re Equity Financing

In brief · summary, not quotable

Company defends equity financing as only certain option; warns of insolvency risk if placing and retail offer do not complete.

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genedrive plc (LSE: GDR), the point of care pharmacogenetic testing company today responds to comments and speculation on online bulletin boards that other financing options may have been available to the Company and/or that the Company may have been in receipt of expressions of interest from potential acquirers prior to or since the equity financing announced by the Company on 23 September 2025 (the "Equity Financing").

The Company reiterates that the Equity Financing was the only certain financing option available to it. The Board and its advisers had sought other financing solutions from a wide range of potential providers over several months, and whilst some preliminary term sheets were received none of these provided a more favourable solution to the Equity Financing which has been presented to shareholders.

The Company did engage with some specialist venture debt providers, but no term sheets were received from such groups given the position of the Company. The Company also had discussions with a small number of its larger shareholders in the days prior to the announcement of the Equity Financing and no alternative proposals were received as a result of those discussions. The Company can also confirm that David Nugent, a 10.1 per cent. shareholder in the Company as of 2 October 2025 including via a limited company, requested a Board seat prior to the Equity Financing and again more recently. The Board's position was clearly communicated to David Nugent at that time and subsequently that it would be prepared to offer a Board seat conditional on him providing material additional funding to the Company as part of the Equity Financing or any other alternative funding proposal that he might choose to present to the Board. David Nugent was wall-crossed prior to the Equity Financing being announced yet declined to participate and has not provided any alternative financing solutions for the Company to consider. David Nugent has also requested further information from the Company, some of which the Board provided in good faith accompanied with an appropriate confidentiality agreement, which, so far, has not been signed but is a prerequisite for the Company to provide the additional information.

The Company also confirms it did not receive any expressions of interest from potential acquirers of the Company ahead of the Equity Financing and has not received any subsequently.

The Company's cash runway has recently been extended through to the end of 2025 as a result of the Firm Placing completing. However, should the Conditional Placing and Retail Offer not complete the Company's cash runway will be very limited and there can be no certainty whatsoever that additional financing will be available.

The Board would welcome Mr Nugent providing a viable alternative financing proposal to the Equity Financing, but should such a proposal not be received and the Conditional Placing and Retail Offer not complete, the Board considers that it is highly likely that the Company would in the coming weeks be required to take steps in order to protect the interests of, inter alia, creditors of the Company. Accordingly, the Directors consider that it is very important that shareholders vote in favour of the resolutions being proposed at the General Meeting on 15 October 2025.

Capitalised terms in this announcement shall, unless the context demands otherwise, bear the meanings given to such terms in the Launch Announcement issued on 23 September 2025.

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

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