Issue of Options, Salary Waivers, Incentive Plan

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR")

7 May 2026

Cizzle Biotechnology Holdings Plc

("Cizzle Biotechnology", "Cizzle" or the "Company")

Issue of Options, Salary Waivers and New Management Incentive Plan

Cizzle Biotechnology, the UK based diagnostics developer, announces voluntary director salary waivers, a new management incentive plan ("MIP") and the award of new share options ("New Options"), subject to shareholder approval at the next Annual General Meeting (the "AGM").

On 7 March 2023, the Company announced that in conducting a review of director remuneration, the Company's remuneration committee was of the view that the Company's directors' salaries were below market comparables. To maintain low overheads and maximise the funds available to the Company, the directors agreed to waive any increase in basic salary for a period of two years from 3 March 2023. Post that date, the directors further agreed to extend that waiver until 3 March 2026.  The directors have not received an increase in basic salary since the Company was admitted to trading on the London Stock Exchange ("LSE") in May 2021. 

The directors remain fully committed to delivering a global solution to help in the diagnosis of early lung cancer using its proprietary CIZ1B early lung cancer test and are committed to creating shareholder value.  In compensation for the extended salary waiver and to align the directors' remuneration with the interests of shareholders, the Company's remuneration committee has recommended, and the directors have agreed, a new MIP and, subject to shareholder approval at the next AGM of the Company, the Company has conditionally granted new performance related share options over new ordinary shares of 0.01p in the Company ("Ordinary Shares") to the directors.

The New Options will be exercisable in tranches, as and when the Company achieves key milestones, which are: to achieve laboratory accreditation in the USA; entering new commercial licensing agreements in the UK and elsewhere outside of North America and the Caribbean; generating operational profit; and securing new revenues or royalties of £1 million above that already agreed with the Company's licensing partner in North America. 

Following the New Options being deemed capable of exercise, which will be at the discretion of the Company's remuneration committee, the recipient has ten years in which to exercise.

The New Options have been conditionally granted to the directors, subject to shareholder approval at the next AGM,  are as follows:

*in addition, Nigel Lee is interested in 1,300 options over the Company's Ordinary Shares issued to CFO Solutions, a Company in which Nigel Lee is a director

The New Options are subject to good and bad leaver provisions. The New Options are unapproved for the purposes of the enterprise management incentive and have been granted outside of, and in addition to, grants made under the Company's existing share option schemes.

In compensation for the salary waiver on 7 March 2023, and as approved at the AGM of the Company held on 28 June 2023, the Company granted waiver share options ("Waiver Options") over new Ordinary Shares in the Company to the directors with an exercise price of 2.19376 pence per Ordinary Share, as detailed above. The Waiver Options are now capable of exercise.

On 4 November 2021 options ("Admission Options") were granted exercisable at a price of 10 pence per Ordinary Share, subject to certain vesting criteria being met. These vesting criteria are based on detailed key deliverables being achieved, derived from the Company's near to medium term business plan as set out in the Company's Prospectus published on 23 April 2021, together with further milestones identified by the Company. Step one of the performance and / or service conditions are deemed to have been met and 50% of the Options are now capable of exercise. The remainder of the Admission Options, being options over 9,870,673 Ordinary Shares in the Company, have lapsed.

In deriving the new performance-based MIP, the Company's remuneration committee has used a variety of performance measures including financial, non-financial and strategic measures to ensure that targets are aligned with how the Company expects to deliver value over the long- term in line with the Company's purpose. These metrics are considered to be reliable and credible and in line with shareholders' interests. The Company's remuneration committee has exercised judgement when determining remuneration awards, considering the possible monetary outcomes and external perceptions arising from its decisions.

Following the conditional grant of the New Options, the total number of Ordinary Shares under option would be 59,458,766 representing 15.00% of the Company's current issued Ordinary Share capital.

Further details on the New Options are contained in the disclosure tables below.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

Enquiries:

Notes to Editors:

About Cizzle Biotechnology

The CIZ1B biomarker is a naturally occurring variant of the cell nuclear protein CIZ1, which is linked with the preservation of epigenetic integrity.  CIZ1B is highly associated with the presence of early-stage lung cancer and can be measured in small quantities of blood.  The company has developed CIZ1B into a non-invasive, cost-effective blood test to help in the early detection of lung cancer and has now entered commercial royalty-bearing arrangements to license its proprietary technology, and into collaborations with centres of excellence in cancer care.  Cizzle was admitted to the Standard segment of the main market of the London Stock Exchange in May 2021. 

For more information, please see https://cizzlebiotechnology.com

You can also follow the Company through its twitter account @CizzlePlc and on LinkedIn.