Genflow Biosciences PLC Announces Update, Equity Issue and PDMR Notification

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.

Termination of Initial Transaction, Subscription of New Ordinary Shares, Warrant Issue and PDMR Dealings

LONDON, UK / ACCESS Newswire / October 9, 2025 / Genflow Biosciences Plc (LSE:GENF)(OTCQB:GENFF) ("Genflow" or "the Company"), announces that its board of directors has taken the decision to terminate, and not to proceed with, the subscription announced by the Company on 2 October 2025 (the "Initial Transaction"). Please see Issue of Equity - Correction - 12:37:10 02 Oct 2025 - GENF News article | London Stock Exchange.

In the alternative, it has raised gross proceeds of £440,000 (before expenses) via an allotment to Eric Leire of 40,000,000 new ordinary shares of £0.0003 each ("New Ordinary Shares") at an issue price of 1.1 pence (being the closing bid price as at close of business on 8 October 2025) (the "Issue Price") (the "Alternative Transaction").

The Board has taken this decision on the basis that the Alternative Transaction is more favourable to, and less dilutive for, shareholders than the Initial Transaction.

Issuance of the New Ordinary Shares

The Company continues to be unable to issue and admit the New Ordinary Shares without either the publication of a prospectus approved by the Financial Conduct Authority ("FCA") or relying upon an exemption to the requirement to issue a prospectus.

Consequentially, the Alternative Transaction involves a subscription by Eric Leire, CEO and director of the Company, for the New Ordinary Shares at the Issue Price pursuant to the employee offer exemption under Article 1(4)(i) and 1(5) (h) of the UK Prospectus Regulation.

Following allotment of the New Ordinary Shares, Eric Leire has agreed to direct the issue of 35,454,546 of such New Ordinary Shares to a consortium of existing shareholders (the "Purchasers"). Eric Leire will be issued the remaining 4,545,454 New Ordinary Shares.

Warrants

Concurrent with the purchase of the New Ordinary Shares, the Purchasers and Eric Leire will receive warrants from the Company on a one-for-one basis. These warrants will be exercisable for a period of 24 months at an exercise price of 1.2 pence ("Exercise Price"), subject to adjustment in certain circumstances as set out in the warrant instrument.