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Corporate Structure Update and Issue of Options

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Solvonis Therapeutics PLC has completed corporate restructuring, including renaming subsidiaries in Ireland and incorporating new R&D subsidiaries in the UK and US. They've also commenced winding down two legacy entities and sold Graft Polymer IP Limited for a nominal £1. Additionally, the company will issue 26,636,362 new ordinary shares at £0.0033 per share to settle £78,000 in outstanding liabilities, including 13,939,393 shares to Professor David Nutt. 180,000,000 share options have been granted to the CEO at an exercise price of £0.001 per share. Non-executive directors Nicholas Nelson and Dr Renata Crome have each been granted 21 million share options at exercise prices of £0.0034 and £0.00163 respectively. Post-admission, the company's issued share capital will be 6,809,403,493 ordinary shares.

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Solvonis Therapeutics plc (LSE: SVNS), an emerging biopharmaceutical company developing novel medicines for high-burden central nervous system ("CNS") disorders, announces the completion of a series of corporate restructuring actions designed to simplify the Group's structure and align with its research and development ("R&D")-first strategy. The Company also confirms the issue of options to the Chief Executive Officer and certain Non-Executive Directors, together with the settlement of historical liabilities through the issue of equity.

Corporate Structure Update

  • Irish subsidiary reorganisation.

o Awakn LS Europe Holdings Ltd has been renamed Solvonis Therapeutics Ireland Holdings Limited which now serves as the Group's intellectual property holding company; and

o Awakn Research and Development Ltd has been renamed Solvonis Therapeutics Ireland R&D Limited, one of three dedicated R&D subsidiaries.

  • New R&D subsidiaries: The Company has also incorporated Solvonis Therapeutics UK R&D Ltd (United Kingdom) and Solvonis Therapeutics US R&D Inc (Delaware, United States). Together with Solvonis Therapeutics Ireland R&D Limited, these entities form a harmonised R&D framework spanning the United Kingdom, the European Union, and the United States.
  • Legacy entity rationalisation: The Company has commenced the wind-down of Awakn LS Partnerships Ltd (Ireland) and 1233705 B.C. Ltd. (British Columbia, Canada) with strike-offs to follow as part of the ongoing simplification programme.
  • Legacy entity disposal: The Company has sold Graft Polymer IP Limited (United Kingdom) to Meta Medix d.o.o (Slovenia) for nominal cash consideration of £1. Prior to completion, all material intellectual property relating to the Company's core activity - including the two US provisional patent applications announced on 11 July 2024, "Compositions and Methods for Treating Substance Use Disorders Using Depot Drug Delivery Systems" and "Compositions and Methods for Treating Mental Health Disorders Using Depot Drug Delivery Systems" - was transferred from Graft Polymer IP Limited to Solvonis Therapeutics Ireland Holdings Limited, where it is now held.

Graft Polymer IP Limited retained only residual assets of no ongoing strategic or commercial value to the Company, and its disposal has no material financial or operational impact on Solvonis.

These actions complete the post-acquisition integration of the Group and establish a clear operating structure with consolidated IP ownership and streamlined R&D execution across the UK, Ireland, and the United States.

Issue of Equity in Lieu of Fees

The Company has also agreed with certain creditors to settle outstanding liabilities relating to services historically delivered to the Company amounting to £78,000 through the issue of 26,636,362 new ordinary shares of £0.0001 each at an issue price of £0.0033 per share. The issue includes 13,939,393 shares being allotted to Professor David Nutt, CSO, as consideration for previous services rendered. Application will be made for the new ordinary shares to be admitted to trading on the Main Market of the London Stock Exchange, with Admission expected to occur on or around Friday 7th November 2025. The new shares will rank pari passu in all respects with the existing ordinary shares. Following Admission, the Company's issued share capital will comprise 6,809,403,493 ordinary shares, each carrying one voting right.

Issue of Options to CEO

At the time of his appointment in May 2024, it was agreed that Chief Executive Officer Anthony Tennyson would become eligible for the award of options subject to the successful completion of certain milestones contributing to the strategic transformation of Solvonis. All such milestones have since been achieved; however, due to successive closed periods since his appointment, the formal issuance of these options has only now been completed. Accordingly, 180,000,000 share options have been granted to Mr Tennyson, exercisable over ordinary shares of £0.001 each at an exercise price of £0.001 per share.

Issue of Options to PDMR's

Non-executive directors Nicholas Nelson and Dr Renata Crome have each been granted 21 million share options under the Company's existing long term incentive plan ("LTIP"), exercisable over ordinary shares of £0.001 each in Solvonis Therapeutics Plc at an exercise price of £0.0034 & £0.00163 respectively per share. The options have a three-year life and vest in three equal tranches: one-third on grant date, one-third on the first anniversary of grant date, and one-third on the second anniversary of grant.

Admission and Total Voting Rights

Application will be made for the New Ordinary Shares to be admitted to trading on the Main Market of the London Stock Exchange and to listing in the FCA's Official List Equity Shares (transition) category ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on or around Friday 7th November 2025.

Following Admission, the Company's issued ordinary share capital will comprise 6,809,403,493 ordinary shares of £0.001 each. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

solvonis.comLinkedInX (Twitter)
Director/PDMR MAR disclosures
1Details of the person discharging managerial responsibilities / person closely associated
a)NameName Position Anthony Tennyson Chief Executive Officer Nicholas Nelson Non-Executive Director Dr Renata Crome Non-Executive Director
2Reason for the notification
a)Position/statusSee above
b)Initial notification /AmendmentInitial notification
a)NameSolvonis Therapeutics Plc
b)LEI2138005PH7OJRCRPUD88
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of £0.001 each in Solvonis Therapeutics Plc Identification code (ISIN) for Solvonis Therapeutics Plc ordinary shares: GB00BMD1Z199
b)Nature of the transaction1. Issue of unapproved Share Options 2. Issue of Long Term Incentive Plan ('LTIPs') 3. Issue of Long Term Incentive Plan ('LTIPs')
c)Price(s) and volume(s)Name Price(s) Volume(s) Anthony Tennyson £0.001 180,000,000 Nicholas Nelson £0.0034 21,000,000 Dr Renata Crome £0.00163 21,000,000
d)Aggregated information: - Aggregated volume - PriceN/A
e)Date of the transaction30 October 2025
f)Place of the transactionLondon Stock Exchange, XLON
1Details of the person discharging managerial responsibilities / person closely associated
a)NameProf. David Nutt
2Reason for the notification
a)Position/statusChief Scientific Officer
b)Initial notification /AmendmentInitial notification
a)NameSolvonis Therapeutics Plc
b)LEI2138005PH7OJRCRPUD88
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of £0.001 each in Solvonis Therapeutics Plc Identification code (ISIN) for Solvonis Therapeutics Plc ordinary shares: GB00BMD1Z199
b)Nature of the transactionIssue of Ordinary Shares
c)Price(s) and volume(s)
PriceVolume
£0.003313,939,393
d)Aggregated information: - Aggregated volume - PriceN/A
e)Date of the transaction30 October 2025
f)Place of the transactionLondon Stock Exchange, XLON

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

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