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As I have said before I was closely connected with this company until a few years ago. It is my considered view that this amounts to a major fraud whereby the COGS was intentionally deflated to enhance reported ebitda and this should have been obvious to the FD, the CEO and should have come to light by the auditors in their annual audit together with the audit committee and the former company chair who should have been stronger in reviewing the annual audit and the stock levels and age of stock which had been highlighted by previous management as an issue years ago. Whichever of these and it may well be a number of these individuals is culpable should be subject to professional and possibly criminal misconduct.

I think you're perfectly entitled to force Harwood to effectively pay more than 0.1p to take it private and if it fails by nobody else coming in or the administrators being appointed what have you lost?

The issue may well be the Midcap loan which they may find can be pulled at short notice which is making the lead investors nervous that the injection of funds might not be enough. This is what AI says on the subject:

As of November 2025, Tissue Regenix is in urgent discussions to raise capital to avoid ceasing trading by the end of November 2025. This follows the discovery of financial inaccuracies, a significant creditor backlog, and very limited cash balances. The status of its MidCap loan is a key component of its financial situation, with compliance to its covenants being crucial for its going concern status.

MidCap Loan Status

Urgent Funding Need: The company has an urgent need to raise approximately £5 million via a convertible loan note to continue operations beyond November 2025.

Covenant Compliance: The availability of the MidCap revolving credit facility, which had an available amount of around $5.8 million as of late 2024, is dependent upon compliance with a rolling 12-month revenue covenant measured monthly.

Financial Review: A recent review by the new leadership team uncovered that the company's financial restatement for the first half of 2025 resulted in an adjusted EBITDA loss of $2.3 million, a significant change from the previously reported $200,000 profit. This has put immense pressure on the company's ability to meet its financial obligations and potentially stay within its loan covenants.

Loan Details: As of the end of 2024, borrowings with MidCap amounted to approximately $7.2 million, comprising a term loan ($1.5 million) and a revolving credit facility ($5.8 million). Repayments on the term loan had commenced in equal installments in February 2024.

Share Suspension: Trading of the company's shares on the AIM market was temporarily suspended in October 2025 to allow the new leadership to review the full financial position.

In summary, the MidCap loan is an active and significant liability for Tissue Regenix at a time when the company faces potential insolvency without immediate external funding. The current financial crisis likely impacts the company's ability to maintain compliance with the MidCap loan covenants.

Many years ago, I know the Board discussed the alarming increase in stock levels and the need to ensure sufficient writedowns of slow moving stocks. Now it has come to bite the company some years later. The margins which we were all led to believe may not be there at all - not only are large writedowns required it seems, but if you are selling the stock (to raise cash etc) that implies less production and a higher COGS as proportion of sales, as those production lines will by definition not be run with the same efficiency on lower production levels. Meanwhile the large shareholders will almost certainly effectively wipe out most of the remaining shareholders as the effective dilution from the notes via the conversion price will be substantial. Anyone expecting the conversion price to be more than a nominal amount is fooling themselves.

Mr Cynic is completely right.

I can say that as I know this Company well.

There are many questions worth shareholders asking the current Chair:

1. Why has he not bought any shares since the placing? Does he think that the amounts of the CEO and CFO physically invested are appropriate to their remuneration or incentive packages?
2. How many hours a year does he spend with the Company? How often does he go to Garforth?
3. Did he support the decision to launch Orthopure ? On what basis was this decided? How much did this decision cost shareholders given that it is due to be relaunched implying it has not been a success?
4. Did he support the decision to move to Garforth rather than cheaper serviced offices in the UK?
5. Did he say to the large institutional shareholders who participated in the last fundraising, when the Company was likely to break even? If yes, when was this?
6. Has he ever been to San Antonio since he joined the Board? If so, when and for how long?