ProBiotix Health plc Fundraise

OptiBiotix plc ("OptiBiotix") notes the announcement made by ProBiotix Health plc (AQSE: PBX) ("ProBiotix"), the life sciences business developing probiotics to support cardiometabolic health, on 4 September 2024, that it has raised £1,226,400 through a share subscription (the "Subscription").

The shares comprised in the Subscription appear to be issued pursuant to an authority purported to be taken from shareholders by ProBiotix Health plc at its annual general meeting held on 8 August 2024. However, OptiBiotix legal advisors have advised the Company that resolution 6 set out in ProBiotix's notice of annual general meeting (which has still not been filed at Companies House in breach of section 30 of the Companies Act 2006) contains a fundamental error (which was not brought to the attention of, or corrected by the requisite majority at the annual general meeting) by cross referencing the conditionality of resolution 6 to the passing of "Resolution 8" (which did not exist). The special resolution is accordingly invalid in accordance with section 283(6)(c), Companies Act 2006. OptiBiotix will bring this defect to the attention of AQUIS.

Neil Davidson, Chairman of OptiBiotix Health plc said: "Given previous public statements of sufficient funds by ProBiotix, OptiBiotix were surprised at the timing and level of discount of the Subscription and its highly dilutive effect on long term investors. OptiBiotix's legal advisors have explained that, as a consequence of the invalidity of the special resolution purportedly passed at the 2024 annual general meeting, ProBiotix do not currently have the right to issue equity on a non pre-emptive basis given that the prior authority taken at the 2023 annual general meeting expired at the conclusion of the 2024 annual general meeting. OptiBiotix will bring this matter to the attention of AQUIS."