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Notice of GM

In brief · summary, not quotable

Genflow Biosciences Plc is considering a potential equity raise through private placements, seeking shareholder approval at a general meeting on March 2, 2026, to issue up to 188,947,368 new ordinary shares, approximately 38% of its current issued share capital. This would involve dis-applying pre-emption rights to facilitate the swift conclusion of the raise, the proceeds of which would fund the MASH program's IND-enabling stage, animal health payments, glaucoma proof-of-concept studies, and patent processing. The terms, including the number of shares and price, are yet to be determined, and there is no certainty the raise will proceed.

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Genflow Biosciences Plc (LSE: GENF) (OTCQB: GENFF) ("Genflow" or the "Company"), a European-based biotechnology company focused on the development of gene therapies for age-related diseases, announces that the Board is considering potentially undertaking an equity raise which would be structured by issuing rights over the New Shares (in the form of shares or warrants) to new investors and/or existing shareholders in the Company for cash consideration in one or more private placements on a non-pre-emptive basis (the "Potential Equity Raise").

In order to facilitate the Potential Equity Raise and to ensure that it could be swiftly concluded if it progresses, the Board is seeking specific shareholder approval at a general meeting (the "General Meeting") for the allotment and issue of up to 188,947,368 new ordinary shares ("New Shares") (which is approximately 38% of the Company's current issued share capital) in connection with the Potential Equity Raise, on terms that the Board may determine.

In order for the Directors to issue New Shares free of statutory pre-emption rights, such statutory pre-emption rights must be dis-applied. Accordingly, the Board wishes to seek separate authorities to dis-apply pre-emption rights in respect of the allotment of the New Shares pursuant to the Potential Equity Raise.

The General Meeting will be held at One Heddon Street, London, W1B 4BD at 11am on 2 March 2026.

At this time, there is no certainty that the Potential Equity Raise will proceed and at this point no investors have entered into any agreements to subscribe for New Shares and the amounts and price of any Potential Equity Raise have not been agreed. To the extent that any money is raised from the Potential Equity Raise, it would be applied towards:

  • Moving the MASH program to IND-enabling stage;
  • Animal health: final payment to the contract research organization for the randomized clinical trial in aged beagle dogs and licensing effort;
  • Glaucoma Proof of Concept studies and Business development effort; and
  • Final phase of EU patent approval and continued processing of US patent applications

If the authorities sought at the General Meeting in connection with the Potential Equity Raise are approved, the Directors shall have discretion to determine the terms of the Potential Equity Raise, including the number of New Shares and warrants to be issued (subject to the limits of the authorities) and the price at which the New Shares will be issued, as well as the identity of who the New Shares will be issued to. Further details of the Potential Equity Raise (if it proceeds) will be announced in due course.

Availability of documents

The circular convening the General Meeting has been published today and is available on the Company's website at www.genflowbio.com. A copy will also be available for inspection at the registered office of the Company during normal business hours.

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

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