BVX Bivictrix Therapeutics Plc

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR TERRITORY THEREOF OR TO OR FOR THE ACCOUNT OF ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES OR ANY PERSON RESIDENT IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA.

BiVictriX Therapeutics plc

("BiVictriX", "BiVictriX Therapeutics" or the "Company")

Proposed voluntary cancellation of admission of Ordinary Shares to trading on AIM

Proposed re-registration as a Private Limited Company

Adoption of New Articles

And

Notice of General Meeting

Alderley Park, 12 August 2024 - BiVictriX (AIM: BVX), a drug discovery and development company applying an innovative, proprietary approach to develop a new class of highly selective, next generation cancer therapeutics, bispecific antibody drug conjugates (Bi-Cygni® ADCs), which exhibit superior potency, whilst reducing treatment-related toxicities, today announces the proposed cancellation of the admission of its ordinary shares of £0.01 each ("Ordinary Shares") from trading on AIM (the "Cancellation") and the re-registration of the Company as a private limited company (the "Re-registration").

A circular ("Circular") will be sent to Shareholders today, setting out the background to and reasons for the Cancellation and the Re-registration. The Company is seeking Shareholder approval for the Cancellation and Re-registration at a general meeting, which has been convened for 11:30 a.m. on 29 August 2024 at the Company's registered office, Mereside Alderley Park, Alderley Edge, Manchester SK10 4TG ("General Meeting"), notice of which is included in the Circular. The Company is also seeking Shareholder approval at the General Meeting for the adoption of new articles of association (the "New Articles") to be effective on the Re-registration.

If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7:00 a.m. on 11 September 2024. The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

The Company has received irrevocable undertakings from DBW Investments, Robert Keith, Alderley Park Ventures Limited, BioCity Investments Limited, Alden AS and those Directors who are also Shareholders, as set out below, representing in aggregate approximately 42.5 per cent. of the Company's issued share capital, to vote in favour of the Resolutions set out in the Circular.

Tiffany Thorn, CEO of BiVictriX Therapeutics, said: "With a growing pipeline of novel, first-in-class bispecific Antibody Drug Conjugates ("bsADC"), together with a highly competitive platform in one of the most commercially attractive sectors across the entirety of the oncology drug development market, BiVictriX is well positioned to capitalise on its already strong foundations. To maintain our competitive advantage within this space, we intend to progress our pipeline and platform expeditiously, and after extensive review, the Board has concluded that this will be best achieved by the Company delisting from AIM and re-registering as a private company.

I'm immensely proud of everything BiVictriX has achieved to date. Yet the Board has concluded that the current public market valuation does not reflect the scale of our potential. The Directors believe that, as a private company, BiVictriX is likely to have access to a larger quantum of future funding, to enable the business to meet key value inflection points. We therefore believe the Cancellation is in the best interest of Shareholders and the future of our business as a whole."

Proposed Cancellation and Re-registration

In view of the Company's ambitions to move BVX001 into the clinic at pace, the Company has spent time considering a variety of funding options alongside its opportunities for early partnership of BVX001 and, consequently, has conducted an extensive review of the benefits and drawbacks to the Company retaining the admission of its Ordinary Shares to trading on AIM. The Directors believe that Cancellation and Re-registration is in the best interest of the Company and its Shareholders as a whole. In reaching this conclusion, the Directors have considered the following key factors:

·      Challenges as a pre-clinical stage business in a difficult fundraising environment: Notwithstanding the Company's positive momentum across BVX001 and BVX002 and positive initial FDA interactions regarding moving BVX001 into the clinic, the Company is at a pre-clinical stage of development and requires significant funds to be able to proceed towards a Phase I clinical trial and associated dose manufacturing. As at 30 June 2024, the Company had cash and cash equivalents of £1.7 million. The Board does not believe that its current market capitalisation, nor current equity market conditions, will support a sufficient fundraise (on terms acceptable to Shareholders, or at all) to enable the Company to progress these plans in the short term or potentially the medium term. The Directors believe that whilst a 'top up raise' may be possible (whilst the Ordinary Shares remain admitted to trading on AIM), due to the current market conditions, the Directors believe this is likely to be challenging and may not ultimately result in significant value creation. The Directors also believe the likely amount from any funding that may be accessible in the short to medium term (whilst the Ordinary Shares are admitted to trading on AIM) is unlikely to provide the Company with sufficient scale to allow further progression of BVX001 towards an IND submission or development of the Company's broader portfolio, nor provide a strong capital base to support strategic discussions. On the contrary, Myricx Bio, a UK private company, announced on 8 July 2024 that it had raised £90 million to take their programmes into the clinic. The Directors note that Myricx Bio is at a similar stage to BiVictriX and believe this transaction illustrates the appetite for major investors to invest in this area.

·      Market capitalisation not reflective of progress and prospects: In comparison to private companies operating in the ADC space, the Directors believe the current market capitalisation of the Company neither fully reflects the positive achievements nor the underlying prospects of the business and is a barrier to future growth, funding and potential partnership and licensing discussions.

·      Current valuation impacting potential for partnerships and collaborations: The Company has continued to build key external relationships including with industry partners. Ongoing and further work with these key partners is expected to provide multiple opportunities for future manufacturing, clinical and commercialisation alliances to optimise the value potential of BiVictriX as a whole. However, the Directors believe that the Company's profile and negotiating ability is severely constrained by the Company's current market capitalisation, small scale and limited cash reserves.

·      Identifying how best to benefit from market interest in ADCs: The Company notes that whilst there has been significant activity in the ADC space, the majority of ADC partnership and license opportunities occur either following initial clinical data on the asset in question or on earlier-stage assets being developed within well-capitalised, clinical stage companies. Many of the transactions occurring in the ADC space attract upfront payments which are multiples of the Company's current market capitalisation. Whilst there is no guarantee that Cancellation will lead to the Company successfully completing a significant fundraise and/or partnership transaction (in BVX001 and/or other pipeline assets), the Directors believe the Company's prospects of successfully completing such transactions will be significantly increased by obtaining early clinical proof-of-concept data on the wider platform. Currently the Board believe this would be best achieved through the further progression of BVX001 to IND and into the clinic, which, as noted above, will require a significant fundraise which the Board believe is more likely to be achieved successfully as a private company without the constraints of a public listing. The Company believes being a private company will facilitate a greater degree of flexibility in the Company's strategy for delivering shareholder value.

·      Need for greater diversity of investors: The Directors believe that as a private company, BiVictriX will have access to a greater pool of investors who are more likely to support clinical development, allowing more rapid development across its portfolio; and providing significant balance sheet strength whilst the Company continues its engagement with potential partners and collaborators. The Directors believe these factors, alongside an increase of scale of the business, have the potential to deliver increased opportunity for the creation of significant Shareholder value. This pool of investors is likely to include venture capital and specialist investors, who the Directors believe may have greater appetite for investing companies such as BiVictriX who do not have regular revenue streams and who are subject to research, development and clinical trial costs and risk.

·      Seeking out opportunities for US investment bank engagement: The Company plans to engage a US healthcare investment bank with significant experience in the ADC space to assist the Company in securing additional capital to support its operations, although there can be no assurance that the Company will be successful in this regard.

·      Assessing the best route for a significant fundraise: Whilst there is no guarantee that Cancellation and Re-registration will lead to the Company successfully completing a significant fundraise or licensing deal, the Directors believe its prospects of such a transaction will be significantly increased as a private company. The Board notes a number of recent examples of significant fundraises for pre-clinical private companies operating in the ADC space, including the recent £90 million raise for Myricx Bio noted above.

·      Current challenges regarding liquidity: The Directors believe the current levels of liquidity in trading of the Company's Ordinary Shares on AIM do not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency within an active market.

·      Regulatory, financial and time burden related to AIM listing: The considerable cost of maintaining admission to trading on AIM, including fees payable to its professional advisers, including its nominated adviser and joint brokers, AIM fees payable to the London Stock Exchange as well as incremental legal, insurance, accounting and auditing fees, along with the considerable amount of management time and regulatory burden associated with maintaining the Company's admission to trading on AIM are, in the Directors' opinion, disproportionate to the benefits to the Company. The Directors believe the time and cost savings associated with the Cancellation and Re-registration could be better utilised for the benefit of the Company and value creation for its Shareholders. Subject to the Cancellation and excluding manufacturing and clinical trial costs for BVX001, the Company has sufficient funds for working capital into the second half of 2025.

·      Support for delisting from largest shareholders: The Company has obtained irrevocable commitments for the Cancellation and Re-registration from its largest Shareholders representing in aggregate approximately 39.6 per cent. of the Company's current issued share capital.

The Company is making arrangements for a Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the date of the Cancellation, if the Resolutions are passed. The Matched Bargain Facility will be provided by JP Jenkins. JP Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA.

A copy of this announcement and the Circular will be made available on the Company's website later today at www.bivictrix.com.

Capitalised terms used but not defined in this announcement shall have the same meaning given to such term in the Circular.

For more information, please contact:

About BiVictriX Therapeutics plc

BiVictriX (AIM: BVX) is an emerging biotechnology company leveraging clinical experience and its proprietary discovery engine to advance a new class of highly cancer-selective, next-generation precision cancer therapies in one of the fastest-growing markets in oncology. BiVictriX's first-in-class Bi-Cygni® Antibody Drug Conjugates ("ADCs") combine superior efficacy with substantially improved cancer-selectivity and safety to provide opportunities for prolonged dosing and greater efficacy in the clinic. The Company is advancing its pipeline to deliver the future of cancer care across a broad range of haematological and solid cancer indications in areas of high unmet medical need.

Find out more at www.bivictrix.com and connect with us on LinkedIn and Twitter @BiVictriX.

APPENDIX I

Extracts from the Circular

Background and Strategic Context

The Company's Ordinary Shares have been admitted to trading on AIM since its initial public offering ("IPO") in August 2021, and during this time the Company has raised gross proceeds of c.£9.6 million through equity fundraises to support the ongoing requirements and growth of the business.

Following the Company's promising preclinical safety and efficacy data for its lead product, BVX001, and continued progression and expansion of the target discovery platform, the Directors have continued to consider the Company's opportunities to generate Shareholder value and the optimal capital structure to deliver this. The Directors believe that having access to a larger quantum of funding than has historically been available to the Company through its AIM listing would allow it to pursue a greater number of opportunities to reach key value inflexion points. In particular, the Directors believe that the BVX001 data achieved to date supports progression of BVX001 into the clinic, subject to significant funding requirements. The Company is also mindful that the optimal opportunity for a significant license/partner deal for BVX001 and/or other pipeline assets will be with a strengthened balance sheet, a higher valuation and potentially on the back of initial clinical efficacy data.

Notwithstanding the Company's current intention to progress BVX001 into the clinic, the Board will continue to review all opportunities available to it to create Shareholder value.

The Directors believe that as a private company, BiVictriX may have access to a wider range of investors which could include specialist investors in the US with the potential opportunity to raise funds at a higher valuation than the current market capitalisation of the Company. The Directors have based this decision on a combination of factors, including: the Company's current market capitalisation, the difficult equity market conditions for pre-revenue companies, the low trading liquidity of its Ordinary Shares, as well as the Group being at pre-clinical stage. These factors combined mean that the opportunity for significant value creation is currently tempered, and accordingly the Directors believe that the Cancellation is in the best interests of Shareholders. Further details as to the reasons for the Cancellation are set out in Paragraph 3 of this Part I below.

Following the Cancellation and Re-registration, the Company will continue to review the structure and composition of the business, the Board and the executive management team, to ensure the optimal corporate structure is in place to support the long-term success of the Company.

Process for, and principal effects of, the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective. However, should the Cancellation become effective, the Company intends to implement a Matched Bargain Facility with a third party which would facilitate Shareholders buying and selling Ordinary Shares on a matched bargain basis following Cancellation.

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of the Cancellation. Additionally, the Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution. If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in the Ordinary Shares on AIM will be 10 September 2024 and that the Cancellation will take effect at 7:00 a.m. on 11 September 2024.

If the Cancellation becomes effective, SP Angel will cease to be the nominated adviser of the Company and the Company will no longer be required to comply with the AIM Rules.

Under the AIM Rules, it is a requirement that the Cancellation must be approved by Shareholders holding not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting, set out in at the end of the Circular, contains a special resolution to approve the Cancellation.

The principal effects of the Cancellation will include the following:

·      as a private company, there will be no formal market mechanism enabling Shareholders to trade Ordinary Shares (other than any limited off-market mechanism provided by the Matched Bargain Facility), and no price will be publicly quoted for the Ordinary Shares;

·      it is possible that, following the publication of this announcement, the liquidity and marketability of the Ordinary Shares may be significantly reduced, and their value adversely affected (however, as set out above, the Directors believe that the existing liquidity in the Ordinary Shares is, in any event, limited);

·      the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AIM (or any other recognised market or trading exchange);

·      in the absence of a formal market and quoted price, it may be difficult for Shareholders to determine the market value of their investment in the Company at any given time;

·      the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply, albeit the Company will remain subject to the Takeover Code;

·      Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;

·      the levels of disclosure and corporate governance within the Company may not be as stringent as for a company quoted on AIM;

·      the Company will no longer be subject to UK MAR regulating inside information and other matters;

·      the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;

·      SP Angel will cease to be nominated adviser to the Company;

·      whilst the Company's CREST facility will remain in place immediately post the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates);

·      stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; and

·      the Cancellation and Re-registration may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in England and Wales in accordance with, and subject to, the Companies Act, notwithstanding the Cancellation and Re-registration. The Resolutions to be proposed at the General Meeting include the adoption of the New Articles, with effect from the Re-registration. A copy of the New Articles can be viewed at www.bivictrix.com and is included at Appendix 1 to the Circular.

Transactions in the Ordinary Shares prior to and post the proposed Cancellation

Prior to the Cancellation

Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to the Cancellation.

Following the Cancellation

The Company is making arrangements for a Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the date of the Cancellation, if the Resolutions are passed. The Matched Bargain Facility will be provided by JP Jenkins. JP Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA.

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain (trade). Shareholdings remain in CREST and can be traded during normal business hours via a UK regulated stockbroker. Should the Cancellation become effective, and the Company puts in place the Matched Bargain Facility, details will be made available to Shareholders on the Company's website at www.bivictrix.com.

The Matched Bargain Facility will operate for a minimum of six months after the Cancellation. The Directors' current intention is that it will continue beyond that time, but Shareholders should note that it could be withdrawn and therefore inhibit the ability to trade the Ordinary Shares. Further details will be communicated to the Shareholders at the relevant time.

If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 10 September 2024 and that the effective date of the Cancellation will be 11 September 2024.

Process for the Re-Registration

As set out above, following the Cancellation, the Directors believe that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with private limited company status. It is therefore proposed to Re-register the Company as a private limited company. In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the Re-registration and the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part II of the Circular. A copy of the New Articles can be found at Appendix 1 to the Circular.

Under the Companies Act, the Re-registration and the adoption of the New Articles must be approved by Shareholders holding not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out at the end of the Circular contains a special resolution to approve the Re-registration and adopt the New Articles.

If the Cancellation Resolution and the Re-registration Resolution are approved at the General Meeting, an application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will issue the certificate of incorporation on Re-registration when it is satisfied that no valid application can be made to cancel the Re-registration Resolution or that any such application to cancel the Re-registration Resolution has been determined and confirmed by the Court.

If the Resolutions are passed at the General Meeting, it is anticipated that the Re-registration will become effective before the end of September 2024.

Takeover Code

The Takeover Code applies to all offers for companies which have their registered offices in the United Kingdom, the Channel Islands or the Isle of Man if any of their equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man.

The Takeover Code also applies to all offers for companies (both public and private) which have their registered offices in the United Kingdom, the Channel Islands or the Isle of Man and which are considered by the Panel to have their place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man, but in relation to private companies only if one of a number of conditions is met, for example, if the Company's shares were admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man at any time in the preceding ten years.

If the Cancellation and Re-registration are approved by Shareholders at the General Meeting, the Company will be re-registered as a private company and its securities will no longer be admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom. In these circumstances, the Takeover Code will only apply to the Company if it is considered by the Panel to have its place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man. This is known as the "residency test". In determining whether the residency test is satisfied, the Panel has regard primarily to whether a majority of a company's directors are resident in these jurisdictions.

On the basis of the current composition and residency of the Directors, the residency test will be satisfied, therefore the Company is considered by the Panel to have its place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man. Consequently, the Takeover Code will continue to apply to the Company following the Cancellation and the Re-registration subject to its terms until the later of:

·      the date falling 10 years following the effective date of the Cancellation;

·      the date falling 10 years after dealings and/or prices at which persons are willing to deal in any of the Ordinary Shares have been published on a regular basis for a continuous period of at least six months, whether via a newspaper, electronic price quotation system or otherwise;

·      the date falling 10 years after any of the Ordinary Shares have been subject to a marketing arrangement as described in section 693(3)(b) of the Companies Act; or

·      the date falling 10 years after the Company has filed a prospectus for the offer, admission to trading or issue of securities with the registrar of companies or any other relevant authority in the United Kingdom, the Channel Islands or the Isle of Man,

provided that, the Takeover Code may cease to apply earlier, if any changes to the composition of the Board results in the majority of the Directors not being resident in the United Kingdom, Channel Islands or Isle of Man.

Should the Takeover Code cease to apply to the Company in the future, Shareholders would not be afforded the protections provided by the Takeover Code. This includes the requirement for a mandatory cash offer to be made if either:

·     a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30 per cent. or more; or

·     a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.

Before giving your consent to the Cancellation and the Re-registration, you may want to take independent professional advice from an appropriate independent financial adviser.

APPENDIX II

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

(1)        All of the times referred to in this announcement refer to London time, unless otherwise stated.

(2)        The timetable above assumes that the Resolutions set out in the Notice of General Meeting are passed. Events listed in the above timetable following the General Meeting are conditional on the Resolutions being passed at the General Meeting without amendment.

(3)        Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.