Verici Dx plc (LON:VRCI), a developer of advanced clinical diagnostics for organ transplant, has announced a proposed placing of 4,000,000,000 new ordinary shares of 0.001 pence each in the capital of the Company at a price of 0.2 pence per Placing Share to raise gross proceeds of approximately £8.0 million. The Company will also announce a retail offer as described below.
Placing Highlights
- Placing to raise approximately £8.0 million (before fees and expenses) through the issue of the Placing Shares at a price of 0.2 pence per Placing Share;
- The Placing Shares will represent approximately 175 per cent. of the existing issued ordinary share capital of the Company;
- 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 on 1 October 2026;
- The net proceeds of the Placing will be deployed principally to expand and support the existing commercial team, to invest in marketing and promotion of the Company’s services, targeted capital expenditure and for additional working capital;
- The Placing will comprise the issue of approximately 1,683,500,000 Firm Placing Shares to be issued utilising the Company’s existing shareholder authorities and 2,316,500,000 Conditional Placing Shares that will be issued subject to Shareholders passing the relevant resolutions at the General Meeting;
- Singer Capital Markets Securities and Oberon Investments, are acting as joint brokers and joint bookrunners in respect of the Placing; and
- The Placing is subject to the terms and conditions set out in Appendix I.
The Placing is being conducted via an accelerated bookbuild which will be launched immediately following this Announcement. The Placing is being made available to certain institutional investors but is not available to the public.
WRAP Retail Offer
In addition to the Placing, there will be a conditional retail offer at the Issue Price to existing and new Shareholders via the Winterflood Retail Access Platform to be launched by the Company separately following conclusion of the Placing to raise up to £250,000 (before expenses) at the Issue Price.
The WRAP Retail Offer will provide UK retail investors (including existing retail Shareholders in the Company) with an opportunity to participate in the Fundraising. A separate announcement will be made by the Company regarding the WRAP Retail Offer and its terms. Those investors who subscribe for WRAP Retail Offer Shares pursuant to the WRAP Retail Offer will do so pursuant to the terms and conditions of the WRAP Retail Offer contained in that announcement. The Placing is not conditional upon the WRAP Retail Offer. For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing. The launch of the WRAP Retail Offer will be announced separately following the issue of an announcement confirming the result of the Placing. The WRAP Retail Offer will conclude prior to the deadline for receipt of voting proxy forms prior to the General Meeting.
Admission to AIM
Application will be made to the London Stock Exchange for admission of the Placing Shares and the WRAP Retail Offer Shares to trading on AIM. It is expected that admission of the Firm Placing Shares will become effective and that dealings in the Firm Placing Shares will commence at 8.00 a.m. on 13 October 2026 and that admission of the Conditional Placing Shares and the WRAP Retail Offer Shares will become effective and that dealings therein will commence at 8.00 a.m. on 28 October 2026.
Background to and reasons for the Fundraising
Verici Dx announced a fundraise in June 2026 which raised £2.6 million (gross) and provided the Company with funding to expand its commercial team, targeted marketing expenditure and further working capital sufficient through to December 2026.
On 30 September 2026, the Company released an announcement in which it provided an update on operations at half-year end. In this announcement, the Company’s CEO said:
“H1 2026 has been a positive and progressive period for Verici Dx. We continue to increase the number of centres ordering Tutivia and pleasingly three of the recent centres have already moved to high recurring ordering. Our current team of four business development directors, led by our recently appointed Senior Sales Director, Keith Gilliard, have delivered excellent revenue growth in Tutivia in the period and I am confident that that momentum will continue into H2 2026 and beyond.”
Revenues for Tutivia™ in the six months to June 2026 were $1.8 million, compared to $1.2 million for the six months to June 2025. The Board is encouraged by the continued acceleration in underlying commercial activity. Tutivia™ testing volumes have grown consistently, with a circa 52% increase in orders in Q3 2026 when compared with the same three-month period in 2025.
The Company’s network has expanded to 36 active transplant centres, including additional centre added earlier this month and which account for over 23% of annual kidney transplant procedures undertaken in the US. The Company also confirms that a third protocol specifying its use for kidney transplant patients for Tutivia™ has been added this month.
Reimbursement rates have been maintained at an average of approximately $2,300 per test in the six months to June 2026.
As at 30 June 2026, the Company had unaudited cash of $2.4 million (31 December 2025: $3.3 million), following receipt of net proceeds of $3.0 million from the June 2026 fundraising. Accounts receivable increased to $2.1 million (31 December 2025: $1.5 million), reflecting higher sales and the time taken to establish arrangements with commercial payors. Medicare and Medicaid accounted for 68.6 per cent. of H1 2026 revenue and 80.6 per cent. of cash collected in that period. The commercial payor process is taking longer than originally forecast but is progressing, and the Directors do not believe that the receivables balance represents bad debt.
The Board believes this growing scale of adoption of Tutivia™, together with increasing test utilisation across existing centres, demonstrates the significant opportunity to drive future revenue growth as US market penetration continues to expand.
The proposed Fundraising announced today will enable the Company to maintain these growth plans. The Company expects to generate revenues from Tutivia™ of $4.75 million in the year to 31 December 2026. If this is achieved, and based upon the Company’s current internal revenue projections, management anticipates that the net proceeds of the Fundraising will provide sufficient runway to achieving cash-flow breakeven by end of 2027. The Company’s existing pipeline and prospects for further Tutivia™ sales provide clear line of sight to achieving these objectives.
Uses of Proceeds
The Directors intend to deploy the net proceeds of the Fundraising across the following areas:
- Further hires within, and in support of, the commercial team to enable the Company to target further revenue opportunities from existing and new territories;
- Further strategic appointments across the group;
- Increased marketing and promotional investment targeting key opinion leader (“KOL”) engagement, conference presence and educational campaigns to drive adoption across transplant centres;
- Planned further capital expenditure principally relating to investment in laboratory equipment required to scale operations; and
- Additional working capital sufficient to take the Company through to FY 2028 without recourse to further funding for its expansion plans.
Capital Access Window
On 30 September 2026, the Company announced its intention to enter a Capital Access Window in order to reach a broader range of investors during the market sounding for the Placing and support an orderly capital raising process. Accordingly, the Company entered a Capital Access Window, and trading in the Company’s Ordinary Shares was temporarily suspended at 7.30 a.m. on 1 October 2026.
The Capital Access Window will be closed, and normal trading in the Company’s Existing Ordinary Shares are expected to resume, at 7:30 a.m. on 13 October 2026.
Details of the Placing
The Company is proposing to raise approximately £8.0 million (before expenses) by means of the Placing. The aggregate net proceeds after costs related to the Placing are expected to be approximately £7.4 million.
Singer Capital Markets Securities and Oberon Capital are acting as Joint Brokers. Singer Capital Markets is also Nominated Adviser to the Company.
The Placing will be effected by way of an accelerated bookbuild (the “Bookbuild“) at the Issue Price. The Bookbuild will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out in Appendix I.
The Placing is also expected to include the participation of one or more of the Directors. Further details of any participation by the Directors will be set on in the Result of Placing Announcement.
The Placing is conditional upon, inter alia, the Placing Agreement between the Company, Singer Capital Markets and Oberon Capital not having been terminated in accordance with its terms.
A total of up to 1,683,500,000 Placing Shares will be placed through the Firm Placing, utilising the Company’s existing share authorities, raising £3.4 million for the Company, before expenses. The Firm Placing Shares will be admitted to trading on AIM on 13 October 2026 and are not conditional upon the outcome of the General Meeting.
Up to a further 2,316,500,000 Placing Shares will be placed through the Conditional Placing completion of which is also subject to the passing of the Fundraising Resolutions at the General Meeting to be held on 27 October 2026. In the event that Shareholders pass the Fundraising Resolutions, the Conditional Placing will raise a further £4.6 million before expenses.
The allotment and issue of the Placing Shares as a whole is conditional, inter alia, on the Placing Agreement not having been terminated and the allotment and issue of the Conditional Placing Shares is conditional on the Fundraising Resolutions being passed at the General Meeting and Second Admission becoming effective.
The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the absolute discretion of Singer Capital Markets and Oberon Capital, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Joint Brokers and the Company at the close of the Bookbuild. The result of the Placing will be announced as soon as practicable thereafter. The Placing is not being underwritten.
VCT and EIS Participation
As part of the Placing, the Company is seeking to raise funds by the issue of Placing Shares to VCTs and investors seeking tax relief under EIS (together the “EIS/VCT Placing Shares”) (the “EIS/VCT Placing”). The raising of funds via the issue of the balance of the Placing Shares is referred to herein as the “Non-EIS/VCT Placing”.
The EIS/VCT Placing Shares to be issued pursuant to the Placing are intended to rank as “eligible shares” for the purposes of EIS and VCT investors and a “qualifying holding” for the purposes of an investment by VCTs, each pursuant to the relevant respective sections of the Income Tax Act 2007. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs will be granted in respect of the EIS/VCT Placing Shares. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs, if granted, will not be withdrawn.
Principal Risks and Material Uncertainties
The principal risks and uncertainties of the Group, which the Directors believe could materially affect the Group’s ability to achieve its financial and operating objectives are as follows:
- the Group may require additional funding in order to execute its commercial strategy and there can be no assurance that such funding will be available on acceptable terms, or at all;
- the commercialisation of the Group’s pipeline products, including Protega, is dependent on demonstrating clinical utility and securing reimbursement from payors, and failure to do so would adversely affect the Group’s ability to generate revenue;
- the Group is reliant on a small number of key individuals and on its ability to recruit and retain appropriately qualified personnel;
- the Group’s clinical laboratory operates in a highly regulated environment and any failure to maintain CLIA certification and state licensing, or to comply with applicable healthcare fraud and abuse laws, could result in enforcement action, penalties and reputational damage;
- the Group may be unable to protect its intellectual property or to develop new products successfully, including where positive early clinical results are not replicated in later studies, and its products may be rendered obsolete by technological or medical change; and
- the Group processes highly sensitive patient data and any data breach could result in regulatory investigation, penalties and serious reputational damage.
These risks do not purport to be an exhaustive list of all the risks to which the Group is exposed. If any of these risks were to materialise, the Group’s business, financial condition, results, prospects and/or future operations may be materially adversely affected.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the Placing Shares and the WRAP Retail Offer Shares to be admitted to trading on the AIM market of the London Stock Exchange (“Admission“).
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).
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.
