Grant of Options and Warrants

Provexis PLC

07 January 2025

 

7 January 2025

Provexis plc

('Provexis' or the 'Company')

Grant of Options and Warrants

Provexis, the business that develops, licenses and sells the proprietary, scientifically-proven Fruitflow® heart-health functional food ingredient, announces today that it has granted a total of 56,000,000 options (the 'Options') under the Provexis 2005 Share Option Scheme and 58,730,000 warrants (the 'Warrants') over ordinary shares of 0.1 pence each in the Company (the 'Ordinary Shares') to a director of the Company and to certain scientific, sales and marketing consultants to the Company.

Ian Ford, the Company's CEO, has been granted 30,000,000 Options which have an exercise price of 0.35 pence. The balance of the Options and all of the Warrants have been granted to the scientific, sales and marketing consultants to the Company and have an exercise price of 0.20 pence. The closing mid-market price of the Ordinary Shares on 6 January 2025, the working day prior to the grants being made, was 0.67 pence.

The Options and the Warrants have been granted following close dialogue between the Company and its larger shareholders.

The Options and the Warrants are subject to performance criteria (including share price appreciation) and they are exercisable, subject to vesting, between 1 April 2027 and 10 years from the date of grant. The Options and Warrants will vest immediately on a change of control of the Company.

Following the grant of 30,000,000 Options to Ian Ford he holds the following options to acquire shares in the Company:

Director	No. of options granted	Existing no. of Options held	Total no. of options over Ordinary Shares ('Total Options')	Total Options as a percentage of the Company's issued share capital
Ian Ford - CEO	30,000,000	52,000,000	82,000,000	3.50%

Following the issue of the Options and the Warrants: (i) the total number of new Ordinary Shares under share options which could be issued if all of the performance criteria are met is 234,500,000 Ordinary Shares, representing 10.0 per cent. of the Company's issued share capital; and (ii) the total number of new Ordinary Shares under warrants which could be issued if all of the performance criteria are met is 58,730,000 Ordinary Shares, representing 2.50 per cent. of the Company's issued share capital.

Related Party transaction

The grant of Options to Ian Ford is a related party transaction pursuant to rule 13 of the AIM Rules for Companies. Accordingly, the Directors, other than Ian Ford, having consulted with the Company's nominated adviser, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

For further information please contact:

Provexis plc Ian Ford, CEO Dawson Buck, Chairman	Tel:         [phone]                 [e-mail]
Allenby Capital Limited (Nominated Adviser and Broker) Nick Naylor / Liz Kirchner / Lauren Wright	Tel:         [phone]

Notes for editors

About Provexis plc

AIM quoted Provexis is focused on the development, licensing and sales of its proprietary, scientifically-proven Fruitflow® heart-health functional food ingredient.

Fruitflow is a natural, breakthrough ingredient that helps with platelet aggregation. This helps promote normal blood flow and circulation, which in turn benefits cardiovascular health. Fruitflow helps the platelets to circulate freely and smoothly throughout your blood, without sticking to one another or to the blood vessels themselves. Freely flowing blood helps reduce stress on your cardiovascular system.

Fruitflow is a highly concentrated form of bioactives which is lycopene-free and contains over 30 known anti-platelet compounds. Published clinical studies have shown that Fruitflow works to maintain healthy blood flow in a similar way to 75mg aspirin but with a milder and reversible action; Fruitflow has a similar antiplatelet effect to a single dose of aspirin - but when taken daily, it has none of aspirin's side effects.

The science behind Fruitflow has been validated by leading peer review publications and regulatory authorities. Fruitflow is the only natural antiplatelet to have a health claim approved by the European Food Safety Authority, stating that 150mg of Fruitflow 'helps maintain normal platelet aggregation, which contributes to healthy blood flow'.

Fruitflow has a number of specific health benefits which have been reflected in separate patent filings for the use of Fruitflow in:

·    mitigating exercise-induced inflammation;

·    managing blood pressure;

·    protecting against the adverse effects of air pollution on the body's cardiovascular system. Laboratory work has shown that Fruitflow can reduce the platelet activation caused by airborne particulate matter, such as that from diesel emissions, by approximately one third; and

·    conferring health benefits in modulating the gut microbiome of humans, to include a reduction in TMAO, following the completion of a successful human study which is further detailed here www.dsm-firmenich.com/en/businesses/health-nutrition-care/news/press-releases/2023-01-20-new-study-reveals-dsms-fruitflow-activates-gut-heart.html.

Provexis sells a high quality dietary supplement product containing Fruitflow and Omega-3 from its website www.fruitflowplus.com on a mail order basis. The product is also available to purchase from Amazon.co.uk.

Provexis has been working with BYHEALTH, a circa £2bn listed Chinese dietary supplement business, for more than eight years to support the planned launch of a number of Fruitflow based products in the Chinese market. Clinical studies conducted in China are typically required to obtain the necessary regulatory clearances in China, and a significant investment in eight separate Fruitflow studies has been undertaken at BYHEALTH's expense. Completed studies have shown excellent results in use for Fruitflow, and they provide strong evidence for the efficacy of Fruitflow on platelet function.

The Chinese regulatory system for functional health food ingredients, such as Fruitflow, is governed by the State Administration for Market Regulation (the 'SAMR') and it is based on a defined list of permitted health function claims which brand owners are permitted to use on product labels.

In August 2023 the Company was delighted to report that BYHEALTH had submitted: i) the first application for a new permitted health function claim and ii) some related product registration applications.

The significance of these major developments for Fruitflow in China is further outlined here www.nutraingredients-asia.com/Article/2023/09/05/china-set-to-approve-new-function-claims-for-health-foods. BYHEALTH has noted that it has been working on the project since 2015, with 'tens of millions of funds' (RMB) invested by BYHEALTH in the research and development work.

Provexis was founded in 1999 and is headquartered in Reading, Berkshire. Provexis' shares are traded on the AIM market of the London Stock Exchange under the ticker symbol PXS.

For further information, please visit www.provexis.com and www.fruitflowplus.com.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them are set out below pursuant to the EU Market Abuse regulation.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ian Ford - CEO
2	Reason for the notification
a)	Position/status	See 1 a) above
b)	Initial notification / Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	PROVEXIS PLC
b)	LEI	21380042E3Y3N9VZ6N48
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 0.1p each ISIN: GB00B0923P27
b)	Nature of the transaction	Grant of options over ordinary shares
c)	Price(s) and volume(s)	Director/PDMR  Price(s) Volume(s) Ian Ford - CEO 0.35p per share 30,000,000
d)	Aggregated information - Aggregated volume - Price	Price(s) Volume(s) 0.35p per share 30,000,000
e)	Date of the transaction	7 January 2025
f)	Place of the transaction	Outside a trading venue

 

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