Business
Conditional Share Exchange Agreement
Cardiogeni PLC has entered into a conditional share exchange agreement with Kira Health Invest AG, whereby Kira will acquire 67.5% of Cardiogeni's R&D subsidiary, Cell Therapy Limited (CTL), in exchange for 32.5% of Lumen Clinics B.V., Kira's subsidiary with over €100 million in assets. This transaction includes up to $25 million in loan funding from Kira to CTL, intended to fund a pivotal Phase 2b clinical study for Cardiogeni's heart failure medicine, CLXR-001, with the goal of market approval in the Gulf Cooperation Countries. The deal is expected to complete by March 31, 2026, and is considered transformational, potentially enabling CTL to fund its operations for three years and pursue global out-licensing or trade sale strategies. Disclaimer*
About this update from Cardiogeni Plc
[{"type":"text","content":"\n\nTHIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (\"UK MAR\"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. 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.\n \n16th March 2026\nCardiogeni PLC\n(\"Cardiogeni\", \"CGNI\" or the \"Company\")\nConditional Share Exchange Agreement with Kira Health Invest AG with Provision for Loan Funding of up to $25M\n \nCardiogeni (AQSE: CGNI), a UK clinical stage biotechnology company founded by 2007 Nobel Laureate Sir Martin Evans to develop and commercialise novel heart regeneration medicines, is pleased to announce the signing of a conditional share exchange agreement (\"SEA\") whereby Kira Health Invest AG (\"Kira\") will purchase 67.5% of the existing share capital of Cell Therapy Limited (\"CTL\") the wholly-owned operating R&D subsidiary of Cardiogeni (the \"Sale Shares\"). In consideration for the Sale Shares, CGNI will receive 32.5% of the existing share capital of Lumen Clinics B.V. (\"Lumen\"), Kira's wholly owned subsidiary which is a leading operator of luxury longevity hotels and wellness clinics with assets in excess €100 million (the \"Transaction\"), based on the unaudited financial statements for the period to 31 December 2025 (\"Unaudited Financial Statements\").\nThe Board has developed its three-year strategy requiring $25 million to gain market approval for CLXR-001.\nAs part of the Transaction, Kira has agreed, subject to certain conditions, to make available to CTL the amount of up to $25 million (£18.92 ...