Incanthera Regulatory News (INC.PL)

4 June 2026

Incanthera plc

("Incanthera", the "Company" or "Group")

Corporate Update

Acquisition of Skincare Business, Funding Facility and Issue of Equity

Directorate Appointment and Board Changes

Incanthera plc, the company focused on innovative technologies in dermatology and oncology, announces the

strategic acquisition of the Swiss premium skincare brand Énielle and a financing facility. Together with Skin+CELL, the Company's existing luxury skin care range, the Directors have also revised the Company's sales strategy across the enhanced portfolio of products to form the basis of a complete retail sales strategy reset designed to consolidate and compliment the Company's commercial skincare activities.

The Company further announces the appointment of Mr. Stuart Robertson as its new Chief Executive Officer together with certain related changes to the composition and responsibilities of the Board and executive management team.

Énielle Acquisition

Énielle is a Swiss-developed premium cosmetic brand based on lectin-derived formulations and supported by multiple clinical studies focused on wrinkles, elasticity, moisture retention and skin texture improvement. The business has benefited from approximately £3 million of previous investments in cumulative formulation, brand development and clinical studies and, to date, has manufactured over 15,000 serum units and samples in Switzerland over the last five years, with approximately 6,000 finished units available for sale.

The acquisition of Énielle provides the Company with a complementary premium skincare platform which is strategically aligned with Skin+CELL and capable of supporting the Company's retail strategy. Énielle is a daytime cosmetic product platform based on Swiss lectin (bioactive protein) technology, with existing clinical data and prior premium retail validation. Scientific studies show Skin+CELL is most effective as an evening-use cosmeceutical product platform focused on cellular repair, mitochondrial support and protection against UV-induced cellular damage. The Board believes the two product platforms are highly complementary enabling the Company to present a combined "protect by day, repair by night" skincare offer.

The Board believes the transaction provides several near-term commercial opportunities, including:

· monetisation of the enlarged group's existing inventory;

· complementary "AM/PM" skincare routine;

· increased direct-to-consumer engagement;

· premium retail programmes;

· recurring subscription revenue models; and

· improved cross-selling opportunities.

Sales Strategy

Incanthera intends to pursue a more aggressive multi-channel sales strategy moving forward. This will align more closely with the scientific narrative around the company's products (USP/unique selling properties) and more targeted customer and market demographics. The Company is currently reviewing wholesale and retail pricing in order to meet current market dynamics (also in the United States given current tariff regulations) as well as exploring new distribution opportunities with more established technology and industry players. Further information regarding the Company's sales strategy and related performance will be announced in due course.

Terms of the Acquisition

On 3 June 2026, the Company signed an Asset Purchase and Agreement ("APA") and Intellectual Property Assignment ("IPA") with GIFFRIES Technology AG, and its subsidiary, the owners of the Énielle assets to acquire 100% of the trade, assets and intellectual property of Énielle for shares represented by the issue of up to 54,000,000 new ordinary shares of 2 pence each ("Ordinary Shares") an issue price of 2 pence ("Issue Price") per new Ordinary Share in the Company comprising; 13,793,800 consideration shares issued on completion of the acquisition ("Consideration Shares"); and 40,206,200 deferred consideration shares, issued only upon the satisfaction of prescribed performance criteria under the terms of the APA ("Deferred Consideration Shares").

No cash consideration is payable by the Company in respect of the acquisition, other than any transaction costs and expenses incurred in connection with the APA.

The deferred consideration has been structured to align the interests of the sellers with the future commercial performance of Énielle and to limit the Company's upfront consideration.

The Deferred Consideration Shares will be issued after six months subject to satisfaction of agreed performance criteria relating to annualised sales during this period. The maximum number of Deferred Consideration Shares capable of being issued under the SPA is 40,206,200 Ordinary Shares to be issued at the Issue Price. The issue of any Deferred Consideration Shares will be subject to the relevant performance criteria having been satisfied and, where required, the Company having sufficient shareholder authorities to issue such shares. Any Deferred Consideration Shares issued will rank pari passu with the existing Ordinary Shares and the Company will make further announcements as appropriate.

Funding Facility

As part of the proposed restructuring and integration programme, the incoming Chief Executive Officer, Stuart Robertson (the "Noteholder"), has made available a general funding facility (the "Funding Facility") of up to £250,000 by way of convertible loan notes with a maturity date of two years ("Maturity Date"). The Company will immediately draw down £100,000 from the Funding Facility into the Company for working capital to support integration and commercial acceleration. The Board believes the transaction provides the Company with an opportunity to accelerate commercial revenues through an expanded premium skincare offering while preserving near-term cash resources.

The convertible loan notes may be converted, at the election of the Noteholder, at any point up to the Maturity Date into new Ordinary Shares at the Issue Price of 2 pence per share. The conversion may occur following the next annual general meeting or upon the sale of shares resulting in a change of control. Interest accrues on any amount drawn down at the base interest rate of the Bank of England, calculated from time to time and payable on redemption. No conversion will occur in the event that the Noteholder would have an interest in the Company greater than 29.9 per cent of the so enlarged issued share capital.

Admission and Total Voting Rights

Application will be made to Aquis Stock Exchange Growth Market ("AQSE") for the 13,793,800 Consideration Shares (the "Admission Shares") to be admitted to trading on AQSE ("Admission"). It is expected that Admission will become effective and dealings in the Admission Shares will commence at 8.00 a.m. on or around 10 June 2026.

Following Admission, the Company's issued ordinary share capital will consist of 151,731,874 ordinary shares of 2 pence each, with one voting right per share. No ordinary shares will be held in treasury. The total number of voting rights in the Company following Admission will therefore be 151,731,874, being the figure that may be used by shareholders as the denominator for the calculations 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.

Upon issuance of the Consideration Shares, GIFFRIES Technology AG ("GIFFRIES") will hold 13,793,800 new Ordinary Shares representing 9.09% of the enlarged issued ordinary share capital. Mr. Stuart Robertson, the majority shareholder of GIFFRIES will be beneficially interested in 15,941,796 Ordinary Shares in the Company including his existing shareholding.

Further, in consideration of the acquisition, the Company has agreed to reprice 6,123,040 existing warrants, held by warrant holders unconnected with the Directors, to the Issue Price for a period of 5 years from the signing of the APA. No new warrants have been issued.

Director Appointment and Board Changes

Further, the Company announces the appointment of Mr. Stuart Kinnear Robertson as Chief Executive Officer with effect from 4 June 2026. Mr. Robertson will be responsible for the Company's commercial leadership, retail and distributor relationships, pricing strategy and profit and loss accountability. Further details on Mr. Robertson, pursuant to Rule 4.9 of the AQSE Growth Market Rulebook are set out in the Appendix to this announcement.

Dr. Simon Ward will step down from his current role as Chief Executive Officer of the Company, remaining on the Board of the Company and will assume the role of Chief Scientific Officer with effect from 3 June 2026. In this role, Dr. Ward will focus on the Company's scientific narrative, claim substantiation, regulatory positioning, clinical programme and product development activities.

With the appointment of Stuart Robertson as Chief Executive Officer, Mr. Tim McCarthy has stepped down from his position on the board as Executive Chairman with effect from 3 June 2026 in order to concentrate on his other business interests.

Mr. McCarthy has served as a long-term Executive Director and Chairman, leading the Company in its successful IPO onto Aquis. The Board would like to thank Mr. McCarthy for his guidance and leadership of the Company during his tenure.

The Company is in the process of appointing a non-executive Chair and will make a further announcement as appropriate.

Stuart Robertson, Chief Executive Officer commented:

"As someone growing up under the Australian sun, I can personally confirm the preventative and reformative benefits of the Company's products for my own sun damaged skin. Avoiding sun exposure is not the answer, preparing for it is.

"I am excited to join the Company at this pivotal time in its science led journey to providing better skin health for people around the world. In my role I hope I can bring a new strategic and commercial vision and help the Company drive this forward together with the Incanthera team. Finally let me also thank Tim for his leadership of the Company to date and wish him success with his other business interests".

Tim McCarthy, commented:

"It has been a privilege to work alongside the Board and executive team for the last 12 years. The Company has a rich scientific heritage and with the new product acquisition together with Skin+CELL the future under Stuart's leadership looks extremely promising."

This announcement contains inside information for the purposes of the UK Market Abuse Regulation, and the Directors of the Company are responsible for the release of this announcement.

For further information please contact:

Notes to Editors

About Incanthera plc

Incanthera is a specialist company focused on innovative technologies in dermatology and oncology. It seeks to identify and develop innovative solutions to current clinical, commercially relevant unmet needs, utilising new technology from leading specialists and academic institutions as well as its in-house development team.

The Company originated from the Institute of Cancer Therapeutics ("ICT") at the University of Bradford. Incanthera's strategy is to develop each candidate in its portfolio from initial acquisition or discovery to securing its future through commercially valuable partnerships at the earliest opportunity in its development pathway.

For more information on the Company please visit: www.incanthera.com

@incantheraplc

About Skin+CELL

Skin+CELL is Incanthera's luxury skincare brand utilising our ground-breaking formulation and delivery expertise, to bring scientifically proven formulations to cosmetics. Skin + CELL's complementary range of products are based on advanced, clinically designed, formulation concentrates which combine leading edge pharmaceutical enhancement technology with selected prestige cosmetic ingredients to give an effective product which gives a silky emollience in use and leaves the skin visibly radiant, energised and protected.

Incanthera's new bioactive skincare technology has been developed by our in-house experts who have previously formulated topical products for some of the world's leading skincare and pharmaceutical companies. The formulations fortify otherwise depleted physiological pathways to improve the skin's performance, ability to self-repair and to address previously unmet cosmetic conditions in skin health.

Skin+CELL's luxury skincare current range extends across face, body, hand, face serum and eye cream, and will also include bioactive SPF concentrations and further derivatives of vitamins in the future.

Forward looking statement disclaimer

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Appendix - AQSE Rule 4.9 Directorship Information

Mr. Stuart Kinnear Robertson

Mr. Robertson acquired the intellectual property, inventory and brand assets of Énielle in 2025 via his Swiss investment company GIFFRIES Technology AG in which he currently holds a majority interest as its founder. Additionally, he has been the Managing Director of Skin and Cell AG in Switzerland since 2023 when he also founded that company. Previously he was co-Founder and Chief Executive Officer of CRUPE Singapore and subsidiaries which he started in 2009 and left in 2015 to join another business. He and his wife remain trustees of The CRUPE Foundation which is a Swiss charitable trust which builds schools and social housing in Asia and South America and CRUPE International (IP) GmbH, its subsidiary. Prior to this he was employed at Accenture from 2007 to 2009, CK Hutchison and AS Watson Group from 2002 to 2007, ABB Group from 1997 to 2002 and EY from 1996 to 1997.

Mr Robertson graduated in 1989 from Queensland University of Technology with a BBA. He then completed a MEc Economics at Macquarie University in 1993 and qualified as a Chartered Accountant. He commenced his career at Arthur Andersen in Sydney in 1993 where he gained an MTax in 1995 from Sydney University's Law School before joining ABB Asea Brown Boveri in Australia in 1997.

Mr. Roberston (aged 58) has held the following current and former directorships in the past five years:

CRUPE International (IP) GmBH entered into liquidation in December 2020, following a five-year period of inactivity, with Mr. Robertson appointed as its liquidator. While the liquidation in Switzerland is ongoing the company has not received any claim from creditors, known or unknown, and the only creditor of any substance is Mr. Robertson himself relating to administration and legal costs he paid privately on behalf of the company.

As of the date of this announcement, Mr. Roberston holds an interest in 2,147,996 ordinary shares in the Company. Mr. Robertson does not hold any options or warrants over new ordinary shares, in the Company.

Save as set out above, there is no further information to disclose regarding Mr. Robertson pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook.