Genflow Biosci Regulatory News (GENF)

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Genflow Biosciences Plc

Notice of General Meeting

Genflow Biosciences Plc (LSE: GENF) (OTCQB: GENFF) ("Genflow" or the "Company"), a European-based biotechnology company focused on the development of gene therapies for age-related diseases, announces that the Board is considering potentially undertaking an equity raise which would be structured by issuing rights over the New Shares (in the form of shares or warrants) to new investors and/or existing shareholders in the Company for cash consideration in one or more private placements on a non-pre-emptive basis (the "Potential Equity Raise").

In order to facilitate the Potential Equity Raise and to ensure that it could be swiftly concluded if it progresses, the Board is seeking specific shareholder approval at a general meeting (the "General Meeting") for the allotment and issue of up to 188,947,368 new ordinary shares ("New Shares") (which is approximately 38% of the Company's current issued share capital) in connection with the Potential Equity Raise, on terms that the Board may determine.

In order for the Directors to issue New Shares free of statutory pre-emption rights, such statutory pre-emption rights must be dis-applied. Accordingly, the Board wishes to seek separate authorities to dis-apply pre-emption rights in respect of the allotment of the New Shares pursuant to the Potential Equity Raise.

The General Meeting will be held at One Heddon Street, London, W1B 4BD at 11am on 2 March 2026.

At this time, there is no certainty that the Potential Equity Raise will proceed and at this point no investors have entered into any agreements to subscribe for New Shares and the amounts and price of any Potential Equity Raise have not been agreed. To the extent that any money is raised from the Potential Equity Raise, it would be applied towards:

· Moving the MASH program to IND-enabling stage;

· Animal health: final payment to the contract research organization for the randomized clinical trial in aged beagle dogs and licensing effort;

· Glaucoma Proof of Concept studies and Business development effort; and

· Final phase of EU patent approval and continued processing of US patent applications

If the authorities sought at the General Meeting in connection with the Potential Equity Raise are approved, the Directors shall have discretion to determine the terms of the Potential Equity Raise, including the number of New Shares and warrants to be issued (subject to the limits of the authorities) and the price at which the New Shares will be issued, as well as the identity of who the New Shares will be issued to. Further details of the Potential Equity Raise (if it proceeds) will be announced in due course.

Availability of documents

The circular convening the General Meeting has been published today and is available on the Company's website at www.genflowbio.com. A copy will also be available for inspection at the registered office of the Company during normal business hours.

Contacts

About Genflow Biosciences

Founded in 2020, Genflow Biosciences Plc. (LSE:GENF) (OTCQB:GENFF), a biotechnology company headquartered in the UK with R&D facilities in Belgium, is pioneering gene therapies for age-related diseases, with the goal of promoting longer and healthier lives while mitigating the financial, emotional, and social impacts of a fast-growing aging global population. Genflow's lead compound, GF-1002, works through the delivery of a centenarian variant of the SIRT6 gene which has yielded promising preclinical results. Genflow's 12-month proof-of-concept clinical trial evaluating their SIRT6-centenarian gene therapy in aged dogs began in March 2025. Other programs, include a clinical trial that will explore the potential benefits of GF-1002 in treating MASH (Metabolic Dysfunction-Associated Steatohepatitis), the most prevalent chronic liver disease for which there is no effective treatments. Please visit www.genflowbio.com and follow the Company on LinkedIn and X.

DISCLAIMER

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company.

This announcement may contain forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or the Directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this announcement applies only as of the date of this announcement and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual plans or results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this announcement is based, unless required to do so by applicable law, the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules of the FCA or the UK Market Abuse Regulation.