Result of General Meeting
TheraCryf plc announced that all resolutions were passed at its General Meeting, approving a capital raising of approximately £1.05 million and a share subdivision where each existing ordinary share of 0.25 pence will become one new ordinary share of 0.05 pence and four valueless deferred shares. The company also reported that 583,333,328 new ordinary shares from the capital raising are expected to be admitted to trading on AIM on September 9, 2026, bringing the total enlarged share capital to 2,732,297,067 new ordinary shares. Additionally, several directors and a related entity purchased ordinary shares at 0.18 pence each on August 20, 2026, with volumes ranging from 1,388,888 to 138,888,888 shares.
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TheraCryf plc, the biotech company developing new medicines for addiction and other neuropsychiatric disorders, announces that at the General Meeting held earlier today, all resolutions were duly passed.
Accordingly, the proposed Capital Raising of approximately £1.05 million (before expenses), comprising the Placing and Subscription announced on 20 August 2026, and the Subdivision of the Company's existing ordinary share capital have been approved by Shareholders.
Under the Subdivision, each Existing Ordinary Share of 0.25 pence will be subdivided into one new Ordinary Share of 0.05 pence ("New Ordinary Shares") and four Deferred Shares of 0.05 pence each. The purpose of the Deferred Shares is solely to facilitate the reduction in the nominal value of the Existing Ordinary Shares to 0.05 pence each. The Deferred Shares created will be effectively valueless as they will not carry any rights to vote or dividend rights, nor will they be admitted to trading on AIM. No share certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to Deferred Shares.
No new share certificates representing the New Ordinary Shares will be sent to Shareholders who hold Existing Ordinary Shares in certificated form following the Subdivision. Accordingly, share certificates for the Existing Ordinary Shares will remain valid, and will only be replaced when the old share certificates are surrendered for cancellation following the transfer, transmission or other disposal of New Ordinary Shares.
The nominal value of shares already held in CREST will be updated at approximately 8.00 a.m. on 9 September 2026. Following completion of the Subdivision, the New Ordinary Shares will have the same rights (save as to nominal value) as the Existing Ordinary Shares, including voting, dividend and other rights. The record date for the Subdivision is 6.00 p.m. on 8 September 2026.
Application has been made for the 583,333,328 New Ordinary Shares being issued pursuant to the Capital Raising to be admitted to trading on AIM. Admission is expected to become effective, and dealings in the Enlarged Share Capital are expected to commence at 8.00 a.m. on 9 September 2026.
Following Subdivision and Admission, the Company will have 2,732,297,067 New Ordinary Shares in issue. The Company holds no shares in treasury. Accordingly, the total number of voting rights in the Company following Subdivision and Admission will be 2,732,297,067.
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.
Unless otherwise defined, capitalised terms used in this announcement have the meanings given to them in the Company's announcement of 20 August 2026 and the Circular published in connection with the General Meeting.
Notification of Dealing Forms:
| 1 . | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | 1. Dr Alastair Smith 2. Dr Huw Jones 3. Toni Haenninen* 4. Dr Helen Kuhlman 5. Dr Glen Clack 6. Dr Nicholas Mallard 7. Northern Standard Limited |
| 2 . | Reason for the Notification | |
| a) | Position/status | 1. Non-Executive Chair 2. Chief Executive Officer 3. Chief Financial Officer 4. Chief Operating Officer 5. Chief Medical Officer 6. Development Project Leader 7. PCA with Ed Wardle, Non Executive Director |
| b) | Initial notification / Amendment | Initial notification |
| a) | Name | TheraCryf PLC |
| b) | LEI | 213800NO3E6TSTQO8K20 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 0.05p each |
| b) | Identification code | ISIN: GB00BSVYN304 |
| c) | Nature of the transaction | Purchase of Ordinary Shares |
| d) | Price(s) and volume(s) | Price(s) Volume(s) 1. 0.18p 2. 0.18p 3. 0.18p 4. 0.18p 5. 0.18p 6. 0.18p 7. 0.18p 1. 13,888,888 2. 5,555,555 3. 4,444,444 4. 3,333,333 5. 1,388,888 6. 2,777,777 7. 138,888,888 |
| e) | Aggregated information · Price · Aggregated volume | N/A |
| f) | Date of the transaction | 20 August 2026 |
| g) | Place of the transaction | London Stock Exchange, AIM Market (XLON) |
* Toni Hänninen is participating via Borealito GmbH (a company wholly owned by him).
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.