Portfolio Update: Glycotest and ProAxsis

Strictly embargoed for: 07.00 a.m. on 1 July 2026

EMV Capital plc

(EMV Capital or EMVC or the Company or the Group)

Glycotest $3.22 million first close fundraising

and

ProAxsis share capital reorganisation, proposed fundraising of up to £1 million and related party transaction

EMV Capital plc (AIM: EMVC), the deep tech and life sciences VC investment group, is pleased to announce that Glycotest, Inc. (Glycotest) has successfully closed a first tranche fundraising (Glycotest Fundraising) and ProAxsis Limited (ProAxsis) has completed a share capital reorganisation (ProAxsis Reorganisation) ahead of a planned fundraising, which in each case results in these portfolio companies ceasing to be consolidated subsidiaries of the Group as of 30 June 2026.

Glycotest Fundraising

The Glycotest Fundraising was led and syndicated by EMV Capital Partners Limited (EMVCP), the Group's wholly owned venture capital and corporate finance firm.

The Glycotest Fundraising totals c.$3.22 million of equity investment, including c.$1.05 million of cash and c.$2.17 million from the conversion of certain existing loans (and accrued interest thereon). Of the loans converting, the Group converted c.$0.97 million of its outstanding convertible loan and accrued interest (CLA), leaving a balance of c.$0.37 million which the Group may consider converting in follow-on funding rounds.

Glycotest has headroom to close additional funding up to c.$1.95 million in further rounds within 120 days of the first closing (or such longer date as its board may determine).

The proceeds from the Glycotest Fundraising will be used for:

·   the progression of second-generation glycoproteomic assay development with the University of Georgia Complex Carbohydrate Research Center UGA CCRC - assaying over 1,300 clinical validation study samples to generate the data set required for algorithm training and HCC Panel performance validation;

·      preparatory steps toward CLIA lab establishment for a targeted 2027 commercial launch; and

·      working capital.

Following the completion of the first closing of the Glycotest Fundraising, the Group's total equity holding in Glycotest is 48.67 per cent. (fully diluted but not including the outstanding balance of the CLA), which equates to a post-investment fair value of £13.7 million. The structure of the Glycotest Fundraising (including the issue of 'bonus shares' to a syndicate including EMVC and its investors) means that further follow-on funding rounds may increase the value of the Group's holding. This represents a c.24.3 per cent. increase compared to the fair value amount of £11.0 million at 31 December 2025.

In addition, following the introduction of investors to Glycotest by EMVCP, the Group's third-party assets under management with Glycotest is 48.76 per cent. of Glycotest's share capital (fully diluted but not including the CLA), which equates to a post-investment fair value of c.£5.2 million (which value is anticipated to increase upon further follow-on funding rounds). This represents a c.191 per cent. increase compared to the indirect fair value amount of c.£1.8 million at 31 December 2025.

It is anticipated that Glycotest will in due course adopt a new share options scheme to replace recently expired options, which options shall amount to 10 per cent. of the issued share capital.

ProAxsis Reorganisation and proposed fundraising

ProAxsis has undertaken the Reorganisation in order allow it to be an Enterprise Investment Scheme (EIS) qualifying company. The Reorganisation included all shareholders of ProAxsis being issued pro-rata with warrants over the share capital of ProAxsis. A condition of exercise of such warrants is that the resulting shareholding of each warrant holder following exercise must be below 50 per cent. of the issued share capital of ProAxsis (Exercise Condition). Accordingly, the Group may only exercise its warrants as and when further shares are issued by ProAxsis.

The result of the Reorganisation is that the Group's total equity holding in ProAxsis is 49.87 per cent. of the issued share capital. For illustration purposes only, if the Exercise Condition was not applicable and the Group exercised its warrants, the Group's total equity holding in ProAxsis would be 82.25 per cent. on a fully diluted basis.

The Reorganisation allows ProAxsis to launch its proposed EIS-qualifying fundraising, also led and syndicated by EMVCP. The proposed fundraising includes an anticipated fundraising of up to £1.0 million of equity investment, including up to c.£0.9 million of cash (through c.£0.2 million of advance subscriptions and up to c.£0.7 million direct equity subscriptions) and £0.1 million of liabilities converting under a pre-agreed arrangement with Randox Laboratories in connection with ProAxsis' use of Randox Science Park facilities.

The proceeds from the fundraising will be used by ProAxsis for:

·      completion of its clinical study with Imperial College London;

·      product development, IP development and equipment purchases;

·      commercial scale-up; and

·      working capital.

As the issue price of the fundraising is not anticipated to change since the prior ProAxsis fundraising, the Group's direct fair value holding of £8.0 million at 31 December 2025 is not anticipated to change.

Following the introduction of investors to ProAxsis by EMVCP, the Group's third-party assets under management with ProAxsis are anticipated to increase compared to the indirect fair value amount of £1.0 million at 31 December 2025.

It is anticipated that ProAxsis will in due course adopt a new share options scheme, which options shall amount to 10 per cent. of the issued share capital.

Loan Agreement and related party transaction

ProAxsis has also entered into a loan agreement (Loan Agreement) with AB Group Limited (as lender) to refinance an existing AB Group Limited loan (plus accrued interest), totalling in aggregate c.£525,000. The Loan Agreement extends repayment of the loan through to 4 August 2027, or should the parties both agree, 4 August 2028. The interest rate applicable to the loan continues to be 10 per cent. (payable at the end of the loan). The Loan Agreement is accompanied by a warrant instrument (Warrant Instrument), which includes warrant coverage of c.3.08 per cent. of the fully diluted share capital of ProAxsis (based on the anticipated first close of the fundraising), with a further 12 month extension (if agreed by both parties) entitling AB Group to additional warrant coverage of c.0.74 per cent. of the fully diluted share capital of ProAxsis (based on the anticipated first close of the fundraising). The exercise period for such warrants is five years and the exercise price is the higher of: (i) the current issue price; and (ii) a price equal to the lowest price per share paid by investor(s) for shares on the next financing after reducing such price by 20 per cent.

As AB Group, together with other entities associated with Melvin Lawson, is interested in 14.43 per cent. of the issued share capital of EMV Capital, its entry into the Loan Agreement and the Warrant Instrument represents a related party transaction under Rule 13 of the AIM Rules for Companies.

The Directors of the Company, excluding Dr Ilian Iliev by reason of his concert party relationship with Melvin Lawson, consider, having consulted the Company's Nominated Adviser, Panmure Liberum Limited, that the terms of the Loan Agreement and Warrant Instrument are fair and reasonable insofar as the Company's shareholders are concerned. In reaching this conclusion, the Directors have taken into account the terms of another existing third-party loan made to ProAxsis (including warrants granted in connection therewith).

Group accounting impact of the Glycotest Fundraising and ProAxsis Reorganisation

As a result of the Group's holdings in each of Glycotest and ProAxsis falling below 50 per cent, management has assessed that the Group no longer exercises control of either company for the purposes of IFRS 10. Accordingly, the Group intends to deconsolidate each of Glycotest and ProAxsis with effect from 30 June 2026, being the date on which control ceases, and to account for its retained interests as investments in associates under IAS 28, in accordance with the Group's accounting policies.

Commenting on these transactions, Dr Ilian Iliev, Chief Executive Officer of EMV Capital plc, said:

"These fundraisings represent an important milestone in the evolution of both Glycotest and ProAxsis, marking their transition from incubation to independently funded growth companies. They demonstrate our capital-efficient investment model in action as we bring in third party investors to fund the next stage of development, while retaining meaningful equity positions, board representation and long-term value creation service agreements.

"This approach enables us to recycle capital, support a larger number of portfolio companies, and scale our investment platform without a corresponding increase in balance sheet commitment. It is a core element of EMV Capital's strategy to build and realise value in a disciplined, capital-efficient manner.

"The deconsolidation makes EMV Capital's investment case easier to understand for our shareholders and investors. With both companies now accounted for as investments in associates, our consolidated results will more clearly reflect our core venture capital and fund management operations. Shareholders, equity analysts and co-investors can assess more easily the underlying value and earnings power of the business.

"We remain committed to supporting both Glycotest and ProAxsis through our ongoing board involvement, value creation services and corporate finance advisory relationships as they execute their next phase of growth."

The person responsible for arranging the release of this announcement on behalf of the Company is Ed Hooper, Executive Director and General Counsel 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 AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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About EMV Capital plc (EMVC)

EMV Capital plc, is a deep tech and life sciences venture capital investment group with an international portfolio of high-growth companies. With a focus on generating superior returns for investors from the fast-growing sectors and technologies that will define our future, EMV Capital invests in, manages and strengthens early-stage IP-rich companies.

EMV Capital holds both direct equity stakes and carried interest in its portfolio companies, creating an evergreen structure that supports extensive growth and value creation. EMV Capital's investment thesis is realised through these capital sources:

·      capital-efficient investments through Group balance sheet;

·      fund management of the Evergreen EIS and Martlet Capital Funds;

·      syndicated investments leveraging its network of third-party investors.

EMV Capital's approach is characterised by its proactive management style, aiming to advance portfolio companies to critical value inflection points by actively engaging with them. Companies are supported through Board representation and the use of its Value Creation Services practice.

Headquartered in London, with a Cambridge presence and strong international links, EMV Capital is quoted on the AIM market of the London Stock Exchange.

www.emvcapital.com

About Glycotest

Glycotest is a US-based liver disease diagnostics company commercialising novel and unique blood tests for life threatening liver cancers and fibrosis-cirrhosis. The company was founded in 2012 by EMV Capital (then NetScientific) based on technology originating at the Baruch S. Blumberg Institute and Drexel University College of Medicine.

Glycotest's lead product, the HCC Panel, is a biomarker panel powered by a proprietary algorithm for the early detection of curable, early-stage hepatocellular carcinoma (HCC) - the most common form of primary liver cancer. The HCC Panel has outperformed the current standard of care blood tests in preliminary clinical studies. Glycotest estimates that the early detection market for HCC presents a market opportunity of more than US$800 million in the US alone.

Glycotest has also developed a blood test for the second most prevalent form of liver cancer, cholangiocarcinoma, and a blood test for staging liver fibrosis.

www.glycotest.com

About ProAxsis

ProAxsis is a commercial biomarker-led research company supporting drug development and clinical research through specialist biomarker insights. A spin-out from Queen's University Belfast, the company has commercialised activity-based immunoassays targeting active Neutrophil Elastase (NE), Proteinase 3 (Pr3) and Cathepsin G (Cat G) as biomarkers of lung infection and inflammation in chronic respiratory diseases such as chronic obstructive pulmonary disease (COPD), bronchiectasis and cystic fibrosis (CF).

This technology has been translated into a point-of-use test (NEATstik®), designed to enable fast, routine assessment of active NE levels.

www.proaxsis.com