Poolbeg Pharma PLC (AIM:POLB) Proposed Fundraising to raise approximately £4.1M

Proposed Fundraising to raise approximately £4.1 million

Launch of Placing via accelerated bookbuild

and

Notice of General Meeting

Poolbeg Pharma plc (AIM: POLB), a clinical-stage biopharmaceutical company focussed on the development of innovative medicines to address unmet medical needs, announces a proposed conditional fundraising (the “Fundraising”) to raise gross proceeds of, in aggregate, approximately £4.1 million through the issue of new ordinary shares of 0.02 pence each in the capital of the Company (“Ordinary Shares”). The Fundraising comprises:

·      a placing of new Ordinary Shares (the “Placing Shares”) to raise not less than £2.655 million via an accelerated bookbuild process (the “Placing”);

·      direct subscriptions for new Ordinary Shares (the “Subscription Shares”) to raise approximately £1.345 million (the “Subscription”); and

·      a conditional offer of new Ordinary Shares (the “BookBuild Offer Shares”) to existing eligible retail investors (the “BookBuild Offer”) via the BookBuild Platform to raise up to £100,000, announced separately.

The Placing Shares and the Subscription Shares are expected, based on advice received by the Company, to qualify for EIS and VCT relief, although no assurance has been obtained from HMRC. For further details, please see paragraph 5.4 of “Extracts from the draft Circular”, below.

The new Ordinary Shares will be issued at a price of 2.5 pence per share (the “Issue Price”). The Issue Price represents a discount of approximately 12% to the closing mid-market price on 19 May 2025 of 2.85 pence per Ordinary Share, being the latest practicable date prior to the publication of this Announcement.

The bookbuilding process for the Placing (the “Bookbuilding Process”) will commence immediately following this Announcement and will be conducted by Shore Capital, acting as sole bookrunner, subject to terms and conditions set out in the Appendix, which forms part of this Announcement.

Use of net proceeds

·      The Company will use the net proceeds of the Fundraising to realise the following meaningful expected value inflection points whilst, together with the Company’s existing resources, providing financial runway into 2027:

o  POLB 001’s Phase 2a trial: First patient dosed is expected in H2 2025 and Phase 2a topline data is expected in H2 2026, including interim analysis in H1 2026. POLB 001 is a potentially breakthrough, orally delivered p38 MAPK inhibitor designed to prevent cancer immunotherapy-induced Cytokine Release Syndrome (“CRS“), a severe, potentially life-threatening side effect of cancer immunotherapies. Poolbeg’s decision to expand into oncology with POLB 001 has unlocked a significant market opportunity expected to exceed US$10 billion, as confirmed by independent research commissioned by Poolbeg. There are strong indications from Big Pharma to provide the necessary bispecific antibody, free of charge, to support the Phase 2a trial which represents a significant validation as to the industry interest in POLB 001 and its potential. The Company sees potential for partnering on positive data from this trial.

o  Oral GLP-1 proof of concept trial: The trial is expected to start in the coming months and topline proof of concept data expected H1 2026. The oral GLP-1 programme is comprised of a proprietary encapsulation technology to potentially offer an effective oral GLP-1 alternative for the growing obesity market and overcome oral delivery challenges of peptide-based biologicals. The Company believes that successful results from the trial may support partnering and multiple opportunities for value creation.

Director participation

Cathal Friel, Executive Chair of the Company, who is a related party for the purposes of the AIM Rules, has indicated his intention to participate in the Fundraising by subscribing for new Ordinary Shares at the Issue Price with an investment of £100,000 (the “Participation”). The Company’s directors (excluding Cathal Friel and Ian O’Connell), having consulted with the Company’s nominated adviser Cavendish, consider the terms of the Participation to be fair and reasonable insofar as the Company’s shareholders are concerned. Although Cavendish has agreed that Mr O’Connell does not have a personal interest in the Participation, to avoid any perception of a conflict Mr O’Connell nevertheless recused himself given his previous employment relationship with Raglan Capital.

Further announcements will be made shortly in connection with the BookBuild Offer.

The timing of the closing of the bookbuild and allocations are at the absolute discretion of Shore Capital and the Company. It is currently envisaged that the result of the bookbuild will be announced via RNS later today. The Placing Shares and the Subscription Shares are not part of the BookBuild Offer.

A circular (the “Circular”), containing details of the Fundraising and convening a general meeting of the Company proposed to be held at the offices of DAC Beachcroft LLP at The Walbrook Building, 25 Walbrook, London, England, EC4N 8AF, UK at 2.00 p.m. on 23 June 2025 (the “General Meeting”) in order to pass the resolutions required to effect the Fundraising (the “Resolutions”), is expected to be posted to Shareholders after the closure of the bookbuild. The Circular, once published, will be available on the Company’s website at www.poolbegpharma.com. Extracts of the Circular are set out further below.

The Fundraising is conditional upon, amongst other things, the approval by the Shareholders of the Resolutions to be proposed at the General Meeting. The Fundraising is not being underwritten. The Resolutions must be passed by Shareholders at the General Meeting in order for the Fundraising to proceed.

If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms, the Placing Shares will not be issued and the Company will not receive the associated placing monies. In this scenario, the Subscription and the BookBuild Offer would similarly not proceed.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the “Important Notices” section of this Announcement. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing. It is intended that the BookBuild Offer Shares will be subscribed for on the basis of the terms and conditions of the BookBuild Offer, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1.       All references to times in this Announcement are to London time.

2.       The dates and times set out in the above timetable and in the rest of this Announcement are indicative and are subject to change. If any such dates and times should change, the revised times and/or dates will be notified by announcement via RNS.

3.       All events in the above timetable scheduled to take place after the General Meeting are conditional on passing of the Resolutions.

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