Verici Dx PLC
09 October 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”) AND HAS BEEN APPROVED BY MAREX FINANCIAL WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FCA REGISTRATION NUMBER 442767).
9 October 2026
Verici Dx plc
(“Verici Dx” or the “Company”)
WRAP Retail Offer for up to £250,000
Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, announces a retail offer via the Winterflood Retail Access Platform (“WRAP”) to raise up to £250,000 (the “Retail Offer”) through the issue of new ordinary shares of £0.001 each in the capital of the Company (“Ordinary Shares”).Under the Retail Offer up to 125,000,000 new Ordinary Shares (the “Retail Offer Shares”) will be made available at a price of £0.002 per share (the “Issue Price”).
In addition to the Retail Offer and as announced on 8 October 2026 and earlier today, the Company has raised £8.5 million through a Placing of 4,250,000,000 new Ordinary Shares at an issue price of £0.002 per Ordinary Share (the "Placing Price"). The Placing Price represents a discount of approximately 11.1 per cent. to the mid-market closing price of an Ordinary Share on 30 September 2026 (being the latest dealing day prior to trading in the Company’s shares being suspended when the Company entered a Capital Access Window on 1 October 2026). The Issue Price of the Retail Offer Shares is equal to the issue price in the Placing.
Separate announcements have been made regarding the Placing and its terms and sets out the reasons for the Placing and use of proceeds.The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing.
The Placing is being conducted in two tranches: the issue of 1,683,000,000 new Ordinary Shares for cash under the Company’s existing authorities (the “Firm Placing Shares”) and the issue of 2,567,000,000 new Ordinary Shares (the “Conditional Placing Shares”). To enable the issue of the Conditional Placing Shares, additional authorities are being sought at a general meeting of the Company’s shareholders which is expected to be held at Shoosmiths LLP, 1 Bow Churchyard, London EC4M 9DQ at 11.30 a.m. on 27 October 2026 (the “GeneralMeeting”).
For the avoidance of doubt, the Retail Offer is not part of the Placing. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing but completion of the Placing is not conditional on the completion of the Retail Offer.
The issue of the Retail Offer Shares and the Conditional Placing Shares (together the “New Ordinary Shares”) is conditional upon, inter alia, the passing of certain resolutions to be put to shareholders of Verici Dx at the General Meeting, Admission of the Retail Offer Shares and the Conditional Placing Shares is expected to occur no later than 8.00 a.m. on or around 28 October 2026 (“Admission”).
The Retail Offer and the Conditional Placing are each conditional on the respective admissions of the Retail Offer Shares and the Conditional Placing, to trading on the AIM Market (“AIM“) of the London Stock Exchange plc. It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM at 08.00 a.m. on 28 October 2026.
Expected Timetable in relation to the Retail Offer
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Retail Offer opens |
9 October 2026 |
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Latest time and date for commitments under the Retail Offer (Please note that intermediaries’ closing times may be earlier) |
4:30 p.m. 12 October 2026 |
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Results of the Retail Offer announced |
8:00 a.m. 13 October 2026 |
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General Meeting |
27 October 2026 |
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Admission and commencement of dealings in Firm Placing Shares on AIM |
8:00 a.m. 13 October 2026 |
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Admission and commencement of dealings in Conditional Placing Shares |
8:00 a.m. 28 October 2026 |
WRAP Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer.
Therefore, the Company is making the Retail Offer open to eligible investors in the United Kingdom, being new or existing shareholders of Verici Dx plc, following release of this announcement and through certain financial intermediaries.
A number of retail platforms are able to access the Retail Offer. Non-holders or existing shareholders wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the Retail Offer.
Retail brokers wishing to participate in the Retail Offer on behalf of eligible retail investors, should contact WRAP@marex.com.
Eligible retail shareholders seeking to invest in WRAP Retail Offer Shares may be eligible for relief under the Enterprise Investment Scheme ("EIS").Further information in relation to the potential eligibility of the WRAP Retail Offer Shares under the EIS is provided below. If investors wish to seek relief under EIS, they should indicate their interest through an Intermediary as part of their participation in the Retail Offer (where such facility is available).
The Retail Offer is expected to close at 4.30 p.m. on 12 October 2026. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the Retail Offer is expected to be announced by the Company at 8.00 a.m. on 13 October 2026.
To be eligible to participate in the Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.
There is a minimum subscription of £100 per investor under the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
The Company reserves the right to amend the size and timings of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
Enterprise Investment Scheme ("EIS")
The Company last applied for and received advance assurance on 11 July 2025 from HM Revenue & Customs ("HMRC") to the effect that certain Verici Dx Shares will be 'eligible shares' for the purposes of the EIS ("EIS Advance Assurance"), meaning that they are eligible forcertain tax relief pursuant to Part 5 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein ("EIS Relief").
The Company has not since applied for an updated EIS Advance Assurance from HMRC and accordingly there can be no assurance that such EIS Relief will be available or, if it is, whether individual investors will be able to receive EIS Relief in respect of the WRAP Retail Offer Shares they subscribe for under the WRAP Retail Offer. The Company has carried on its business activities as previously described to the HMRC, but if the Company carries on activities beyond those disclosed previously to HMRC, then shareholders may cease to qualify for these tax benefits.Investors must take their own advice and rely on it.
The status of the WRAP Retail Offer Shares as 'eligible shares' for EIS purposes will in any event be conditional (amongst other things) on the conditions for eligibility being satisfied throughout the period of ownership both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for EIS purposes (and indeed circumstances may arise where the directors of the Company believe that the interests of the Group are not served by seeking to retain such status).Further, the conditions for EIS Relief are complex and relevant investors are recommended to seek their own professional advice before investing, in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any investor who is in any doubt as to his taxation position under the EIS legislation, or who is subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Ordinary Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
The Retail Offer is offered in the United Kingdom under an exception from prohibitions on offers to the public pursuant to Schedule 1 (Part 1) of The Public Offers and Admission to Trading Regulations 2024 and under an exemption from the requirement to publish a prospectus under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK MAR").
Enquiries:
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Verici Dx plc
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Sara Barrington, CEO |
Via Walbrook PR |
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Julian Baines, Chairman |
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Singer Capital Markets (Nominated Adviser, Joint Broker & Joint Bookrunner) |
Tel: +44 (0)20 7496 3000 |
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Russell Cook / Anastassiya Eley / Harry Littlewood |
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Oberon Capital (Joint Broker & Joint Bookrunner) |
Tel: +44 (0)20 3179 0500 |
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Mike Seabrook / Adam Pollock / Heena Karani |
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Walbrook PR (Media & Investor Relations) |
Tel: +44 (0)20 7933 8780 or vericidx@walbrookpr.com |
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Alice Woodings / Rachel Broad |
Mob: +44 (0)7407 804 654 / +44 (0)7747 515 393 |
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Winterflood Retail Access Platform |
WRAP@marex.com |
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Kaitlan Billings / Sophia Bechev |
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Verici Dx
Verici Dx plc (AIM: VRCI) is a precision diagnostics company transforming care for transplant patients. The company combines transcriptomic analysis with proprietary tests with underlying technology based upon artificial intelligence to deliver predictive, actionable, data-driven intelligence that reflects the complexity and heterogeneity of transplant patients, enabling clinicians to optimize therapy, guide biopsy decisions, and stratify risk with greater confidence.
Operating at the intersection of laboratory and data science, Verici Dx develops complex models that the Company believes answer the clinical questions that matter most with clarity and precision. All commercially available tests are built to rigorous scientific standards, validated across inclusive, and real-world patient populations to ensure clinical relevance and reliability. Verici Dx’s lead product, Tutivia™, is a post-kidney transplant test focused on early detection of acute rejection.
The company is UK headquartered in Cardiff for the UK, and in Franklin, Tennessee for the U.S. For more information, please visit https://vericidx.com/ and follow us onLinkedIn.
The Company's LEI is 213800FI5WE4FVQ3G645.
This announcement should be read in its entirety. In particular, the information in the “Important Notices” section of the announcement should be read and understood.
Important Notices
This announcement, which has been prepared by and is the sole responsibility of the Company, has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) by Marex Financial (“MF”), which is authorised and regulated by the Financial Conduct Authority.
The release, publication or distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the “United States” or “US”)), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Ordinary Shares in any such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.This announcement is not an offer of securities for sale into the United States.The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.No public offering of securities is being made in the United States.
WRAP is a proprietary technology platform owned and operated by MF. MF is incorporated under the laws of England and Wales (company no. 5613061, LEI no. 5493003EETVWYSIJ5A20 and VAT registration no. GB 872 8106 13) and is authorised and regulated by the Financial Conduct Authority (FCA registration number 442767). MF’s registered address is at 155 Bishopsgate, London, EC2M 3TQ. MF is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement may constitute forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and MF expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. Neither MF nor any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. MF and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Singers Capital Markets (the “NOMAD”), which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser to the Company in connection with the Placing. The NOMAD has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by the NOMAD for the accuracy of any information or opinions contained in this announcement or for the omission of any material information. The responsibilities of the NOMAD as the Company's Nominated Adviser under the Market Rules for Companies and the Market Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
Oberon Capital (the “Broker”) is authorised and regulated by the FCA in the United Kingdom. The Broker is acting solely as broker and bookrunner exclusively for the Company and no one else in connection with the bookbuild and the contents of this announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the bookbuild or the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Broker by FSMA or the regulatory regime established thereunder, the Broker accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the bookbuild or the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. The Broker accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares 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 any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; 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 Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels
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