Oncimmune Regulatory News (ONC)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ONCIMMUNE HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ONCIMMUNE HOLDINGS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

14 December 2022

Oncimmune Holdings plc

("Oncimmune" or the "Company")

Result of Capital Raising

Oncimmune Holdings plc (AIM: ONC.L), the leading global immunodiagnostics group, is pleased to announce that further to the announcements made on 7 and 9 December 2022, the Capital Raising has successfully raised gross proceeds of approximately £2.1 million in aggregate, through the placing of 2,044,446 Placing Shares with existing and new investors and through subscriptions for 2,622,221 Subscription Shares, in each case at the Issue Price of 45 pence per share.

The 4,666,667 Capital Raising Shares will represent, on Admission, approximately 6.3 per cent. of the Company's issued share capital as enlarged by the Capital Raising Shares (the "Enlarged Share Capital").

The net proceeds receivable by the Company from the Capital Raising, being approximately £1.9 million, will be used to retire a proportion of the Company's existing debt facility, provide the Company with additional near-term working capital, and fund future collaborations in biomarker tool development.

The Capital Raising is conditional upon, amongst other things, Admission of the Capital Raising Shares. The Placing is also subject to the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms prior to Admission. 

Save as otherwise defined, capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the announcement released by the Company at 2.00 p.m. on 7 December 2022.

Commercial Trading Update

Since announcing the Capital Raising on 7 December 2022, the Company is pleased to have signed further ImmunoINSIGHTS contracts with a combined value of approximately $1.25 million with an existing global pharmaceutical client, all of which are expected to be recognised as revenue in the current financial year. Whilst this does not change the Company's current revenue guidance for the 12 months to 31 August 2023, as outlined in the announcement made on 7 December 2022, these signed contracts, together with other contracts which are in contract finalisation, give the Board further confidence in the outlook for the business.

Related Party Transactions

Certain Directors of the Company (the "Participating Directors") have subscribed for, in aggregate, 1,955,555 Capital Raising Shares at the Issue Price. The participations of the Participating Directors constitute related party transactions under Rule 13 of the AIM Rules.

The independent Directors (being those who are not Participating Directors) consider, having consulted with the Company's nominated adviser, that the terms of the subscriptions made in the Capital Raising by the Participating Directors are fair and reasonable insofar as the Company's shareholders are concerned.

The number of Capital Raising Shares subscribed for by each of the Participating Directors pursuant to the Capital Raising, and their resulting shareholdings in the Company on Admission, are set out further below in this Announcement.

Admission and Total Voting Rights

Application has been made to London Stock Exchange for admission of the Capital Raising Shares to trading on AIM in accordance with the AIM Rules for Companies ("Admission"). The Capital Raising Shares will, when issued, be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

It is expected that Admission of the Capital Raising Shares will become effective, and dealings in such shares will commence, at 8.00 a.m. on 16 December 2022.

Immediately following Admission, the Enlarged Share Capital is expected to comprise 74,142,147 Ordinary Shares. Each Ordinary Share has one voting right. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company on Admission will be 74,142,147.

This figure may be used by shareholders of the Company 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU) 2016/1055 and the UK version of such implementing regulation, the person responsible for arranging for the release of this Announcement on behalf of the Company is Dr Adam M Hill, CEO.

For further information:

Oncimmune Holdings plc

Dr Adam M Hill, Chief Executive Officer

Matthew Hall, Chief Financial Officer

contact@oncimmune.co.uk

Singer Capital Markets (Nominated Adviser, Joint Broker and Bookrunner)

Aubrey Powell, Harry Gooden, George Tzimas, James Fischer

+44 (0)20 7496 3000

WG Partners (Joint Broker)

David Wilson, Nigel Barnes, Erland Sternby

+44 (0)20 3705 9321

About Oncimmune

ImmunoINSIGHTS Service Business

Oncimmune is a leading immunodiagnostics developer, primarily focused on the growing fields of mmune-oncology, autoimmune disease and infectious diseases. The ImmunoINSIGHTS service business leverages Oncimmune's technology platform and methodologies across multiple diseases, to offer life-science organizations actionable insights for therapies across the development and product lifecycle. Our core immune-profiling technology is underpinned by our library of over eight thousand immunogenic proteins, one of the largest of its kind. This helps identify trial participants and patients into clinically relevant subgroups, enabling development of targeted and more effective treatments.

Oncimmune's ImmunoINSIGHTS service business is based at the Company's discovery research centre in Dortmund, Germany. The business platform enables life science organizations to optimize drug development and delivery, leading to more effectively targeted and safer treatments for patients.

The ImmunoINSIGHTS development team is based in the US and Europe and Oncimmune is seeking to replicate the Dortmund facility in the US in the medium term.

EarlyCDT Product Business

Oncimmune's immunodiagnostic technology, EarlyCDT®, can detect and help identify cancer on average four years earlier than standard clinical diagnosis. Our lead diagnostic test, EarlyCDT® Lung, targets a vast market estimated to grow to £3.8bn by 2024. With over 200,000 tests already performed for patients worldwide and its use being supported by peer reviewed data in over 12,000 patients, we are poised to become an integral component of future lung cancer detection programs, globally.

Oncimmune's diagnostic products business is located at its laboratory facility in Nottingham, UK.

For more information, visit www.oncimmune.com

IMPORTANT NOTICES

Neither this announcement ("Announcement"), nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each, a "Restricted Jurisdiction"). This Announcement is for information purposes only and neither it, nor the information contained in it, shall constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

No action has been taken by the Company, Singer Capital Markets or WG Partners (together, the "Joint Brokers"), or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants or, in the case of the Joint Brokers, persons connected with them as defined in the Financial Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement has not been approved by the Financial Conduct Authority or the London Stock Exchange.

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and is a member of the London Stock Exchange, is acting as the Company's Bookrunner and as Joint Broker. Singer Capital Markets is not acting for any other person in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets or for giving advice in relation to the matters referred to in this Announcement. Singer Capital Markets has not authorised the contents of this Announcement and, without limiting the statutory rights of any person to whom this Announcement is issued, no representation or warranty, express or implied, is made by Singer Capital Markets as to any of the contents or the completeness of this Announcement and Singer Capital Markets does not accept responsibility for this Announcement and accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement.

Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and regulated in the United Kingdom by the FCA, is acting as the Company's Nominated Adviser for the purposesof the AIM Rules for Companies. SCM Advisory is not acting for any other person in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of SCM Advisory or for giving advice in relation to the matters referred to in this Announcement. SCM Advisory has not authorised the contents of this Announcement and, without limiting the statutory rights of any person to whom this Announcement is issued, no representation or warranty, express or implied, is made by SCM Advisory as to any of the contents or the completeness of this Announcement and SCM Advisory does not accept responsibility for this Announcement and accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement. SCM Advisory's responsibilities as the Company's nominated adviser under the aIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or to any other person.

WG Partners, which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting as Joint Broker to the Company. WG Partners is not acting for any other person in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WG Partners or for giving advice in relation to the matters referred to in this Announcement. WG Partners has not authorised the contents of this Announcement and, without limiting the statutory rights of any person to whom this Announcement is issued, no representation or warranty, express or implied, is made by WG Partners as to any of the contents or the completeness of this Announcement and WG Partners does not accept responsibility for this Announcement and accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement.

Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company, the Joint Brokers and their respective Affiliates undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Related Party Transactions

As described above, and in accordance with AIM Rule 13, details of the Participating Directors' participation in the Capital Raising are as follows: