NetScientific PLC Glycotest, Inc. Fundraising (9457X)

TIDMNSCI

RNS Number : 9457X

NetScientific PLC

02 May 2023

Strictly embargoed until: 07.00 on 2 May 2023

NetScientific plc

("NetScientific" or "NSCI" or the "Company" or the "Group")

Glycotest, Inc. Fundraising

London, UK: NetScientific plc (AIM: NSCI), the investment and commercialisation group with an international portfolio of innovative life science, sustainability and industrial technology companies, is pleased to announce that its portfolio company, Glycotest, Inc. (Glycotest), has launched a third party fundraising programme to raise up to $1 million (Fundraising), of which $0.25 million has already been received.

Background to Glycotest Fundraising

In 2019, NetScientific negotiated a $10 million investment and licensing agreement (2019 Agreement) with Fosun Industrial Co., Limited (Fosun). Under the 2019 Agreement Fosun received a minority stake in Glycotest and the rights to develop and commercialise Glycotest's HCC Panel test for early-stage liver cancer (hepatocellular carcinoma or HCC) and pipeline liver disease tests in China, and Glycotest received royalty rights in respect thereof whilst retaining rights to ex-China markets. This milestone-based investment was in four tranches, with $7 million already received, and a further $3 million to be received when additional milestones are completed.

Subsequently, in 2022 Glycotest closed a $1.46 million secured convertible loan agreement (2022 CLA), with Fosun lending $0.50 million and NetScientific lending $0.96 million.

The Company currently has a 62 per cent. direct interest in Glycotest, alongside Fosun's 34 per cent. interest and a small group of other minority shareholders.

Glycotest operational update

Glycotest is close to completing its HCC Panel clinical trial with 20 leading medical sites (hospitals and liver treatment centres) across the US and Israel. Through the conduct of the clinical study, Glycotest has developed relationships with major medical centres and highly influential clinical key opinion leaders, which it expects will facilitate go to market. The sample collection is now determined to be substantially complete, enabling progress toward HCC Panel test validation.

The early Glycotest clinical studies gave encouraging results, despite a particular problem identified in the assays' calibration at a subcontractor laboratory, requiring some remedial fine-tuning action and prudent consideration of alternative approaches. A leading contract research organisation was engaged to provide an independent perspective of the problems encountered. Potential solutions have been identified, and further work will now be conducted to revise assays, carry out the test validation, and evaluate options.

Reasons for the Fundraising

The 2019 Agreement anticipated Fosun providing all Glycotest funding needs until market launch. This arrangement required Glycotest to undertake work and incur costs for subsequent reimbursement. Covid-19 related disruptions included the shutdown of medical sites for clinical trials over extended periods of time, which in turn led to budget over-runs. Accordingly, Glycotest requires additional funding to meet its working capital requirements in its development of the diagnostics and other commercialisation activities ahead of any future Fosun milestone payments.

In line with the Group's "capital light" investment strategy, the Company and Fosun agreed to introduce third party investors into Glycotest through the Fundraising, without reliance on NetScientific balance sheet. This is intended to provide Glycotest with further capital to progress development, reduce reliance on the traditionally slow-moving corporate co-investments, prepare for market launch in the US, and explore wider market opportunities. It is expected that this initial $1 million programme will put Glycotest in a stronger position to pursue further funding from institutional and private investors later in 2023.

Details of the Fundraising

Glycotest has agreed the terms of a secured convertible loan agreement (2023 CLA), with third party investors being syndicated by EMV Capital Limited (EMV Capital, the Company's wholly owned VC firm).

Under the terms of the 2023 CLA, $250,000 has been received in a first closing on 28 April 2023. EMV Capital has undertaken to use its reasonable endeavours to syndicate investment of up to an additional $250,000 to participate in the Fundraising through the 2023 CLA, which amount may be increased up to an aggregate of $1 million upon agreement by Glycotest (and subject to investor interest).

The Company and Fosun have agreed that the 2022 CLA shall be subordinated to the 2023 CLA for the purposes of repayment and security.

Should the outstanding amounts under the 2023 CLA be converted into Glycotest shares, the resulting new shareholders shall inherit many of the minority protection rights currently provided to Fosun.

To demonstrate its ongoing commitment to Glycotest, Fosun has agreed with Glycotest that the next milestone payment of $1 million under the 2019 Agreement may be released to Glycotest either upon satisfaction of the existing milestones (under the 2019 Agreement) or upon Glycotest providing Fosun with a licence allowing it direct access to the IP licensed by Glycotest in certain circumstances.

Dr Ilian Iliev, Chief Executive Officer of NetScientific, commented :

"We are continuing to implement our strategy of hands-on support for our portfolio companies, combined with a capital light investment strategy that entails minimal to no reliance on NetScientific balance sheet. Early access to effective tests for a potentially curable disease remains an unmet clinical need in all major healthcare markets. Glycotest is now better positioned to leverage its highly valuable HCC Panel clinical study biobank in realising the potential exhibited in preliminary clinical studies, with planned commercialisation in the US, China and other international markets"

Charles Swindell, Chief Operating Officer of Glycotest, said :

"Glycotest welcomes this new investment facilitated by EMV Capital and looks forward to moving its important HCC Panel program forward. With the resources provided by this fundraise, we are now on track to advance commercialisation of our proprietary diagnostic tests to the advantage of patients with serious liver disease."

-Ends-

The person responsible for arranging the release of this announcement on behalf of the Company is Ilian Iliev, Chief Executive Officer of the Company.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For more information, please contact:

NetScientific

Ilian Iliev, CEO Via Belvedere Communications

WH Ireland (NOMAD, Financial Adviser and Broker)

Chris Fielding / Darshan Patel / Enzo Aliaj [phone]

Belvedere Communications

John West / Llew Angus [phone]

Email: [e-mail]

About NetScientific

NetScientific plc (AIM: NSCI) is an investment and commercialisation group with an international portfolio of innovative life science, sustainability and technology companies.

NetScientific identifies, invests in, and builds high growth companies in the UK and internationally. The company adds value through the proactive management of its portfolio, progressing to key value inflection points, and delivering investment returns through partial or full liquidity events.

NetScientific differentiates itself by employing a capital-light investment approach, making judicial use of its balance sheet and syndicating investments through its wholly owned VC subsidiary, EMV Capital. The group secures a mixture of direct equity stakes and carried interest stakes in its portfolio of companies, creating a lean structure that can support a large portfolio.

NetScientific is headquartered in London, United Kingdom, and is admitted to trading on AIM, a market operated by the London Stock Exchange.

www.netscientific.net

About Glycotest

Glycotest is a US based liver disease diagnostics company commercialising new and unique blood tests for life threatening liver cancers and fibrosis-cirrhosis. Founded in 2012 by NetScientific on technology originating at the Baruch S. Blumberg Institute and Drexel University College of Medicine, Glycotest has exclusive, world-wide rights to over 50 patent-protected serum glycoprotein biomarkers, assay technology, and biomarker panels and algorithms that exploit novel sugar-based disease signals.

Glycotest's lead product is its hepatocellular carcinoma (HCC) panel, a biomarker panel, driven by a proprietary algorithm, for curable early-stage HCC, the most common form of primary liver cancer. This has outperformed current standard tests in preliminary clinical studies. Glycotest has also developed tests for liver fibrosis-cirrhosis and cholangiocarcinoma, the second most prevalent form of liver cancer.

www.glycotest.com

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May 02, 2023 02:00 ET (06:00 GMT)