Placing and Strategic Update

RNS Number : 3048B

Nuformix PLC

07 October 2020

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

For immediate release

Nuformix plc

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

Placing and Strategic Update

Cambridge, UK - 7 October 2020:  Nuformix plc (LSE:NFX), a drug re-purposing specialist, is pleased to announce that it has conditionally placed 23,214,285 new Ordinary Shares (the "Placing Shares") at 2.8 pence per share (the "Placing Price") with certain existing and new investors (the "Placing") to raise approximately £0.65 million (before expenses) (the "Net Placing Proceeds").

Fundraising Highlights:

The Net Placing Proceeds will be used to accelerate business development with focus on the following key areas:

o  Strengthen Group data packages for treating the effects of Covid-19

o  Maximise opportunities for development pipeline especially lead asset, NXP002

o  Recruit a CEO with responsibility for delivering the Group's strategy

o  Augment and strengthen the Board with additional Non-Executive expertise

Strategic Update Highlights:

o  Certain Group assets to be evaluated for treating the effects of Covid-19

o  Expansion of the Group's business development strategy to optimise chances of securing additional deals and drive maximum value for shareholders

o  Expanded licensing activities for the lead asset, NXP002, to seek global licensing partners in addition to continued negotiations on licensing for the Asian market

o  Additional pre-clinical work for evaluation of the benefits of NXP002 in combination with existing marketed products in the treatment of IPF ( Idiopathic Pulmonary Fibrosis, a serious lung disease) , targeting the existing global IPF market valued at approximately US$2 billion per annum

o  Expanded business development effort seeking to exploit value from NXP001 in indications outside the field of oncology

Background and Use of Net Placing Proceeds

Over recent months, the Board has undertaken a substantial amount of work to position the business for growth. The focus continues to be driving maximum value for shareholders with a number of key opportunities. In order to execute these, the Group requires additional expertise and an appropriate infrastructure, with a heightened focus on business development. Following the business review, the Group needs to bring in a CEO and augment the Board with additional Non-Executive expertise.

An ambition of the Board is development of some of the Group assets for the treatment of Covid-19. The Board has previously confirmed, in conjunction with its network of key opinion leaders, that it had started to review and assess emerging academic data that suggests coronaviruses can trigger hyperinflammation through activation of the biological target known as the NLRP3 inflammasome, making NXP002 a potential novel drug target to treat Covid-19. This, together with potential future licensing opportunities for NXP002 in both IPF and Covid-19, makes it important to explore all licensing possibilities to maximise value for shareholders. Business development opportunities will therefore be expanded, to exploit the potential for licensing NXP002 for global markets, to continue to pursue licensing opportunities identified for the Asian market, and to explore potential development interest in the treatment of Covid-19.

The Board believes the value of NXP002 can be enhanced by studying the benefit of NXP002 in combination with therapies currently marketed for IPF and has prioritised this pre-clinical work, since likely adoption of new therapies for IPF will be on top of current standard of care.

Exploiting the value of Nuformix intellectual property for activities and indications that are not within the strategic scope of the Group, and where costs to Nuformix are minimal, is believed to be another important target for deriving shareholder value. An example of this was the subject of an announcement released on 24 September 2020, where access to Nuformix patents to NXP001 without the need for development commitment was granted to Oxilio Ltd. Value to Nuformix will be gained with little financial risk and no development effort. The Group will continue to seek similar opportunities for NXP001 outside the field of oncology for local and/or global markets.

Following completion of the Placing and recruitment of a CEO, Dr Chris Blackwell will assume the role of interim Non-Executive Chairman, in line with the Group's update in the Preliminary Results announcement.

Current Trading and Prospects

As noted in the Preliminary Results announcement released on 22 July 2020, the Board has focussed expenditure on activities that deliver immediate benefit and cashflow whilst pursuing negotiation of licensing agreements for the Group's lead programmes and supporting new initiatives with the potential to add further value.

The Board has overhauled the financial management of the Group and scrutinised the cash flow and runway based on various scenarios. The Board has initiated numerous measures to ensure the Group's cost base is kept to a minimum. The Board is positive about the opportunities for the Group, in particular, for the development of certain assets for the treatment of Covid-19. Support for these efforts will require additional business development resource as highlighted above.

Since the Preliminary Results announcement, the Group has successfully announced an exclusive option agreement with Oxilio Ltd for the development and exploitation of NXP001 in oncology.

The Board believes that the Net Placing Proceeds will optimise the Group's chances to secure additional licensing deals.

Novum Securities Limited ("Novum") acted as sole placing agent in connection with the Placing and have been issued warrants ("Warrants") over 1,160,714 new ordinary shares of nominal value 0.1 pence each in the capital of the Company ("Ordinary Shares"), exercisable at the Placing Price and expiring on 21 October 2025.  If the Warrants are exercised in full, this would result in the issue of 1,160,714 new Ordinary Shares, which would represent approximately 0.23% of the Company's issued share capital as enlarged by the Placing.

Admission

The Placing is subject to normal conditions including, inter alia, that the placing agreement with Novum has not been terminated, none of the warranties contained within the placing agreement hav e been breached and admission of the Placing Shares to listing on the standard segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") is effective at or before 8 : 00 a.m. on 21 October 2020 or such other later time as may be agreed by the Company and Novum , not being later than 30 November 2020. 

The Placing Shares will rank pari passu with the existing Ordinary Shares and the Company will apply for the admission of 23,214,285 new Ordinary Shares to listing on the standard segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange ("Admission").  It is expected that Admission will become effective and dealings in the Placing Shares will commence at 8:00 a.m. on 21 October 2020.

Following Admission, the Company's issued share capital will consist of 513,359,368 Ordinary Shares with voting rights.  There are no Ordinary Shares held in treasury.  The figure of 513,359,368 may be used by shareholders, following Admission, 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.

The person responsible for arranging the release of this announcement on behalf of the Company is Dr Chris Blackwell, Executive Chairman.

Enquiries:

Nuformix plc Dr Chris Blackwell, Executive Chairman Fleur Wood, Investor Relations Email: [e-mail]	[phone]
Novum Securities Limited Jon Belliss / Colin Rowbury	[phone]

About Nuformix

Nuformix is a pharmaceutical development company focused on unlocking the therapeutic potential and value of known drugs to develop new novel medicines which provide therapeutic and commercial advantages to the currently available drug form. Nuformix's model of repurposing drugs utilises many technologies but is focussed on its acknowledged expertise in the use of cocrystal technology through which the Group has developed and patented novel forms of small molecules. Its platform is not therapy-specific but instead has broad application across a wide range of indications. Using its technology, the Group is developing proprietary medicines for its own development pipeline and in partnership with pharmaceutical and biotech companies.

Nuformix plc shares are traded on the London Stock Exchange's Official List under the ticker: NFX. For more information please visit www.nuformix.com .

IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Group's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Group's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Group's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Group makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Group, nor Novum nor any of their respective associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Novum is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Novum will not be responsible to anyone (including any placees in the Placing) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Novum or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this announcement is intended to be a profit forecast or estimate, 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 Ordinary Share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Novum will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

 

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