Verici Dx raises £8.5m and launches £250,000 retail share offer

Verici Dx plc (LON:VRCI), a developer of advanced clinical diagnostics for organ transplant, has announced that, further to the announcement made at 5.00pm on 8 October 2026 regarding the Placing, it has conditionally raised gross proceeds of £8.5 million by way of a placing of 4,250,000,000 Placing Shares with existing and new investors at the Issue Price of 0.20 pence per Placing Share.

The Placing was increased to £8.5 million to accommodate additional interest received through the ABB, with strong support from both existing and new intuitional investors. Allocations will be confirmed to Placees as soon as practicable today.

Singer Capital Markets and Oberon Capital are acting as joint brokers and joint bookrunners for and on behalf of the Company in respect of the Placing.

Capitalised terms not defined in this announcement have the meanings given to them in the Launch Announcement.

Highlights

• The Company has conditionally raised, in aggregate, gross proceeds of £8.5 million at the Issue Price of 0.20 pence.
• The Issue Price represents a discount of approximately 11.1% to the closing middle market price of 0.225 pence per 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
• The Placing will comprise the issue of approximately 1,683,000,000 Firm Placing Shares and, 2,567,000,000 Conditional Placing Shares that will be issued subject to Shareholders passing the relevant resolutions at the General Meeting;
• The Company will announce later today the launch of a retail offer to existing and new Shareholders via the Winterflood Retail Access Platform to raise up to £250,000 at the Issue Price “WRAP Retail Offer”)

Director participation in the Placing

The following Directors have participated in the Placing as set out below.

*Assuming full take up of the WRAP Retail Offer

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the 1,683,000,000 Firm Placing Shares to be admitted to trading on the AIM market of the London Stock Exchange.

Settlement for the Firm Placing Shares and First Admission is expected to take place on or around 8.00 a.m. on 13 October 2026 or, in each case, such later time and/or date as the Joint Brokers and the Company agree (being in any event no later than 8.00 a.m. on 23 October 2026).

Immediately following First Admission, the issued share capital of the Company will comprise 3,970,311,687 Ordinary Shares. Each Ordinary Share has one voting right and no Ordinary Shares are held in treasury. Accordingly, immediately following First Admission, the total number of voting rights in the Company will be 3,970,311,687. From First Admission, this figure may be used by Shareholders as the denominator for the calculation 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 FCA’s Disclosure Guidance and Transparency Rules.

Settlement for the Conditional Placing Shares and the WRAP Retail Offer Shares, and Second Admission, is expected to take place on or around 8.00 a.m. on 28 October 2026 or, in each case, such later time and/or date as the Joint Brokers and the Company agree (being in any event no later than 8.00 a.m. on 30 November 2026).

The Placing Shares and the WRAP Retail Offer Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Verici Dx plc also announced a retail offer via the Winterflood Retail Access Platform to raise up to £250,000 through the issue of new ordinary shares of £0.001 each in the capital of the Company.  Under the Retail Offer up to 125,000,000 new Ordinary Shares will be made available at a price of £0.002 per share.

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 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 and the issue of 2,567,000,000 new Ordinary 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.

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 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.

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 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

The Company values its retail shareholder base and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom the opportunity to participate in the 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.

A number of retail platforms are able to access the Retail Offer. Non-holders or existing shareholders wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the Retail Offer.

Retail brokers wishing to participate in the Retail Offer on behalf of eligible retail investors, should contact [email protected].

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.

To be eligible to participate in the Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations. 

There is a minimum subscription of £100 per investor under the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to amend the size and timings of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

Enterprise Investment Scheme

The Company last applied for and received advance assurance on 11 July 2025 from HM Revenue & Customs to the effect that certain Verici Dx Shares will be ‘eligible shares’ for the purposes of the EIS, 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.

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.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Ordinary Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

The Retail Offer is offered in the United Kingdom under an exception from prohibitions on offers to the public pursuant to Schedule 1 (Part 1) of The Public Offers and Admission to Trading Regulations 2024 and under an exemption from the requirement to publish a prospectus under the FCA’s Prospectus Rules: Admission to Trading on a Regulated Market sourcebook. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).