WRAP Retail Offer for up to £250,000

Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, announces a retail offer via the Winterflood Retail Access Platform (“WRAP”) to raise up to £250,000 (the “Retail Offer”) through the issue of new ordinary shares of £0.001 each in the capital of the Company (“Ordinary Shares”). Under the Retail Offer up to 125,000,000 new Ordinary Shares (the “Retail Offer Shares”) will be made available at a price of £0.002 per share (the “Issue Price”).

In addition to the Retail Offer and as announced on 8 October 2026 and earlier today, the Company has raised £8.5 million through a Placing of 4,250,000,000 new Ordinary Shares at an issue price of £0.002 per Ordinary Share (the "Placing Price"). The Placing Price represents a discount of approximately 11.1 per cent. to the mid-market closing price of an Ordinary Share on 30 September 2026 (being the latest dealing day prior to trading in the Company’s shares being suspended when the Company entered a Capital Access Window on 1 October 2026). The Issue Price of the Retail Offer Shares is equal to the issue price in the Placing.

Separate announcements have been made regarding the Placing and its terms and sets out the reasons for the Placing and use of proceeds. The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing.

The Placing is being conducted in two tranches: the issue of 1,683,000,000 new Ordinary Shares for cash under the Company’s existing authorities (the “Firm Placing Shares”) and the issue of 2,567,000,000 new Ordinary Shares (the “Conditional Placing Shares”). To enable the issue of the Conditional Placing Shares, additional authorities are being sought at a general meeting of the Company’s shareholders which is expected to be held at Shoosmiths LLP, 1 Bow Churchyard, London EC4M 9DQ at 11.30 a.m. on 27 October 2026 (the “General Meeting”).

For the avoidance of doubt, the Retail Offer is not part of the Placing. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing but completion of the Placing is not conditional on the completion of the Retail Offer.

The issue of the Retail Offer Shares and the Conditional Placing Shares (together the “New Ordinary Shares”) is conditional upon, inter alia, the passing of certain resolutions to be put to shareholders of Verici Dx at the General Meeting, Admission of the Retail Offer Shares and the Conditional Placing Shares is expected to occur no later than 8.00 a.m. on or around 28 October 2026 (“Admission”).

The Retail Offer and the Conditional Placing are each conditional on the respective admissions of the Retail Offer Shares and the Conditional Placing, to trading on the AIM Market (“AIM“) of the London Stock Exchange plc. It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM at 08.00 a.m. on 28 October 2026.

Expected Timetable in relation to the Retail Offer

WRAP Retail Offer

Therefore, the Company is making the Retail Offer open to eligible investors in the United Kingdom, being new or existing shareholders of Verici Dx plc, following release of this announcement and through certain financial intermediaries.

Eligible retail shareholders seeking to invest in WRAP Retail Offer Shares may be eligible for relief under the Enterprise Investment Scheme ("EIS"). Further information in relation to the potential eligibility of the WRAP Retail Offer Shares under the EIS is provided below. If investors wish to seek relief under EIS, they should indicate their interest through an Intermediary as part of their participation in the Retail Offer (where such facility is available).

The Retail Offer is expected to close at 4.30 p.m. on 12 October 2026. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the Retail Offer is expected to be announced by the Company at 8.00 a.m. on 13 October 2026.

Enterprise Investment Scheme ("EIS")

The Company last applied for and received advance assurance on 11 July 2025 from HM Revenue & Customs ("HMRC") to the effect that certain Verici Dx Shares will be 'eligible shares' for the purposes of the EIS ("EIS Advance Assurance"), meaning that they are eligible for certain tax relief pursuant to Part 5 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein ("EIS Relief").

The Company has not since applied for an updated EIS Advance Assurance from HMRC and accordingly there can be no assurance that such EIS Relief will be available or, if it is, whether individual investors will be able to receive EIS Relief in respect of the WRAP Retail Offer Shares they subscribe for under the WRAP Retail Offer. The Company has carried on its business activities as previously described to the HMRC, but if the Company carries on activities beyond those disclosed previously to HMRC, then shareholders may cease to qualify for these tax benefits. Investors must take their own advice and rely on it.

The status of the WRAP Retail Offer Shares as 'eligible shares' for EIS purposes will in any event be conditional (amongst other things) on the conditions for eligibility being satisfied throughout the period of ownership both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for EIS purposes (and indeed circumstances may arise where the directors of the Company believe that the interests of the Group are not served by seeking to retain such status). Further, the conditions for EIS Relief are complex and relevant investors are recommended to seek their own professional advice before investing, in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any investor who is in any doubt as to his taxation position under the EIS legislation, or who is subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.

Verici Dx plc (AIM: VRCI) is a precision diagnostics company transforming care for transplant patients. The company combines transcriptomic analysis with proprietary tests with underlying technology based upon artificial intelligence to deliver predictive, actionable, data-driven intelligence that reflects the complexity and heterogeneity of transplant patients, enabling clinicians to optimize therapy, guide biopsy decisions, and stratify risk with greater confidence.

Operating at the intersection of laboratory and data science, Verici Dx develops complex models that the Company believes answer the clinical questions that matter most with clarity and precision. All commercially available tests are built to rigorous scientific standards, validated across inclusive, and real-world patient populations to ensure clinical relevance and reliability. Verici Dx’s lead product, Tutivia™, is a post-kidney transplant test focused on early detection of acute rejection.

The Company's LEI is 213800FI5WE4FVQ3G645.

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