Board Appointment, Grant of Options, PDMR Dealing
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Alderley Park, UK - 1 May 2025: TheraCryf plc (AIM: TCF), the clinical stage drug development company focussing on neuropsychiatry and oncology today announces a board appointment, grant of options and PDMR dealings.
Board appointment
Edward Wardle is appointed to the Board of TheraCryf as a Non-Executive Director, with immediate effect. Edward is nominated by Tracarta Ltd, TheraCryf's largest shareholder. Edward brings board-level experience of strategy, corporate governance and business development. Having founded and led multiple businesses, Edward is currently an investment advisor with Tracarta Ltd and Northern Standard Ltd, focusing on critical industries and cutting edge technologies, as well as Senior Business Development Executive at Ironveld PLC.
Grant of options and PDMR Dealings
Certain employees and Persons Discharging Managerial Responsibility ("PDMR"), have been granted options (the "Options") over a total of 289,820,870 Ordinary Shares, exercisable, subject to the Options vesting, for a period of up to 10 years from the date of grant and governed by the rules of the TheraCryf plc Long Term Incentive Plan ("LTIP"), at a price of 0.25 pence Ordinary Share.
In order to align senior management with shareholder interests, specifically growth in value and meeting Company objectives, the LTIP Options will only vest under certain conditions. 75% vest on share price increases up to 10 fold from the recent placing price and 25% on the filing of regulatory permissions for phase 1 clinical trials for the Company's Ox-1 blocker programme in addiction.
As in the previous year, all members of the senior management team have foregone cash bonus payments to extend the Company's cash runway as far as possible and agreed to take Options in their place to an equivalent value. These bonus Options will vest on 1 April 2026.
| Number of Existing Ordinary Shares held | New Ordinary Shares issued in lieu of salary | Aggregate number of Ordinary Shares held | Options held currently | New Options Granted in lieu of cash bonus | New Options granted under LTIP | Aggregate number of options post grant | % of issued share capital including this award*** | |
|---|---|---|---|---|---|---|---|---|
| Dr. Alastair Smith (Chair) | 4'000'000 | 18'324'000 | 22'324'000 | - | - | 34'193'418 | 34'193'418 | 1.6% |
| Dr. Alan Barge (Sr. Director) | - | - | - | 13'677'367 | 13'677'367 | 0.6% | ||
| Dr Huw Jones (CEO) | 5'184'793 | 5'184'793 | 10'894'238 | 21'647'501 | 50'150'346 | 82'692'085 | 3.8% | |
| Toni Hänninen (CFO)* | 3'000'000 | 3'000'000 | 3'029'925 | 14'722'875 | 38'499'321 | 56'252'121 | 2.6% | |
| Dr Helen Kuhlman (PDMR) | 2'555'744 | 2'555'744 | 4'039'015 | 12'787'199 | 41'032'101 | 57'858'315 | 2.7% | |
| Dr Glen Clack (PDMR)** | 3'000'000 | 3'000'000 | 2'212'526 | 6'850'320 | 16'640'797 | 25'703'642 | 1.2% | |
| Dr Nicholas Mallard (PDMR) | 3'220'771 | 3'220'771 | 3'944'633 | 12'213'191 | 16'640'797 | 32'798'621 | 1.5% | |
| Other | 5'195'037 | - | 10'765'640 | 15'960'676 | 0.7% | |||
| Total | 20'961'308 | 18'324'000 | 39'285'308 | 29'315'374 | 68'221'085 | 221'599'785 | 319'136'244 | 14.9% |
*includes Borealito GmbH (a company wholly owned by him)
**includes Ailse Oncology Ltd (a company wholly owned by him)
***The Company's current issued share capital
Payment in shares
As announced on 19 February 2025, Dr. Alastair Smith has been appointed Non-Executive Chair of the Company. To maximise the Company cash runway and to align with shareholders' interests, he has agreed to receive his Board fees in shares instead of cash for at least the first year of his appointment. Dr. Smith has today been issued a total of 18,324,000 ordinary shares of 0.25 pence each in the Company ("Ordinary Shares"), in lieu of cash remuneration. Dr Smith additionally participated in the recent funding round by subscribing for 4,000,000 Ordinary Shares in March 2025. Additionally, the Company has today issued a further 1,017,317 new Ordinary Shares in lieu of other professional fees.
Application will be made for 19,341,317 Ordinary Shares to be admitted to trading on AIM ("Admission"). Admission is expected to occur on or around 2 May 2025 and the Ordinary Shares will, on issue, rank pari passu in all respects with the Company's existing Ordinary Shares.
On Admission, the Company will have a total of 2,148,963,739 Ordinary Shares in issue. No Ordinary Shares are held in treasury. The figure of 2,148,963,739 may be used by the Company's shareholders as the denominator in 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 Financial Conduct Authority's Disclosure, Guidance and Transparency Rules.
Dr Alastair Smith, Non-executive Chair said:
"We welcome Ed to the board and welcome Tracarta's support for our recent fundraise with their significant investment after extensive due diligence.
This funding is enabling TheraCryf to execute on the plans set out to shareholders at the acquisition of Chronos last year. Concentrating on these neuropsychiatry assets, and in particular in the near term, the Ox-1 antagonist, is an important focusing of strategy and resources designed to deliver maximum value to shareholders.
We look forward very much to working with Ed to deliver that value on as short a time scale as possible."
The following information is disclosed pursuant to Rule 17 and Schedule Two paragraph (g) of the AIM Rules for Companies in relation to Edward Wardle, aged 33:
| Current Directorships/Partnerships The Hammer Organization Ltd Otherworld Piccadilly Limited The Dream Corporation Limited* Otherworld Dublin Limited | Past Directorships/Partnerships (within 5 years) Otherworld Manchester Limited Otherworld Birmingham Limited |
* Per Schedule Two paragraph (g)(v) of the AIM Rules for Companies - The Dream Corporation Limited is currently undergoing creditors voluntary liquidation, with KRE Corporate Recovery appointed as licensed insolvency practitioners on 22 July 2024. It is currently anticipated there will not be surplus funds to pay a distribution to any class of creditor.
Additionally, Edward Wardle's father, John Wardle, has a beneficial interest in Tracarta Ltd which has an interest of 19.85 percent in TheraCryf, as of 21 March 2025. Although unpaid, Edward has provided consultancy services to Tracarta Ltd since 2020.
The notification set out below is provided in accordance with the requirements of MAR.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a. | Name | Dr. Alastair Smith |
| 2 | Reason for notification | |
| a. | Position/Status | Dr. Alastair Smith (Chair) |
| b. | Initial notification/ Amendment | Initial Notification |
| a. | Name | TheraCryf plc |
| b. | LEI | 213800NO3E6TSTQO8K20 |
| a. | Description of the financial instrument, type of instrument Identification Code | Ordinary Shares of 0.25p each GB00BSVYN304 |
| b. | Nature of the transaction | Issue of Ordinary Shares in lieu of cash remuneration. |
| c. | Price(s) and volume(s) | Price: 0.25 pence Volume: 18,324,000 |
| d. | Aggregated information - Aggregated Volume - Price | See above |
| f. | Place of the transaction | Outside a trading venue |
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a. | Name | 1. Dr. Alastair Smith 2. Dr. Alan Barge 3. Dr Huw Jones 4. Toni Hänninen 5. Dr Helen Kuhlman 6. Dr Glen Clack 7. Dr Nicholas Mallard | |
| 2 | Reason for notification | ||
| a. | Position/Status | 1. Dr. Alastair Smith (Chair) 2. Dr. Alan Barge (Non-Executive Director) 3. Dr Huw Jones (CEO) 4. Toni Hänninen (CFO) 5. Dr Helen Kuhlman (PDMR) 6. Dr Glen Clack (PDMR) 7. Dr Nicholas Mallard (PDMR) | |
| b. | Initial notification/ Amendment | Initial Notification | |
| a. | Name | TheraCryf plc | |
| b. | LEI | 213800NO3E6TSTQO8K20 | |
| a. | Description of the financial instrument, type of instrument Identification Code | Options over Ordinary Shares of 0.25p each GB00BSVYN304 | |
| b. | Nature of the transaction | Grant of Options under the TheraCryf plc Long Term Incentive Plan with time vesting conditions attached | |
| c. | Price(s) and volume(s) | Exercise Price(s) | Volume (s) |
| 1. | Dr. Alastair Smith | 0.25 pence | 34,193,418 |
| 2. | Dr. Alan Barge | 0.25 pence | 13,677,367 |
| 3. | Dr Huw Jones | 0.25 pence | 71,797,846 |
| 4. | Toni Hänninen | 0.25 pence | 53,222,196 |
| 5. | Dr Helen Kuhlman | 0.25 pence | 53,819,300 |
| 6. | Dr Glen Clack | 0.25 pence | 23,491,116 |
| 7. | Dr Nicholas Mallard | 0.25 pence | 28,853,988 |
| d. | Aggregated information - Aggregated Volume - Price | See above | |
| f. | Place of the transaction | Outside a trading venue |
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