SkinBioTherapeutics plc

("SkinBioTherapeutics" or "the Company" or the "Group")

Update on Board Investigation

·      Very recent new information has led the Board to seek the reversal of all accrued royalty income from the audited FY25 revenues

·      Company supported by robust cash balance of £2.92m as at 13 February 2026

·      Process underway to appoint an interim CEO in near term and thereafter a new, permanent CEO

16 February 2026 - the Board of SkinBioTherapeutics plc, (AIM: SBTX), the life science business focused on skin health, received information late on Friday 13 February 2026 that has informed its ongoing investigation into the conduct of the former CEO.

Over recent days, the Board has been urgently conducting an investigation of the business ("the Board Investigation"), following initial concerns over matters of conduct by the former CEO, who was first suspended and who has since resigned [Release link]. In addition to the initial concerns around his conduct, in light of the newly available information, the Board has reason to believe that the former CEO has misrepresented material information to the Board and senior management, the Company's auditors and advisors. The former CEO was informed of these allegations on Sunday 15 February 2026 and the Board Investigation is continuing. The Company has reported the Board's findings so far to the Company's auditors.

Information received late on Friday 13 February 2026 has cast significant doubt on the validity of the accrued royalty income recorded in the audited accounts for the year ended 30 June 2025 ("FY25 Accrued Royalty Income"). The Board currently expects that the FY25 Accrued Royalty Income, which amounted to £0.77m, will be removed from the FY25 accounts, subject to confirmation by the Company's auditors. The Board is confident, however, in the underlying financial health of the business due to its robust cash position (£2.92m as at 13 February 2026).

Whilst the Board believes this is an isolated incident, nevertheless, it has instigated a broader investigation to review all of the Group's businesses with respect to financial reporting and operations.

The findings of the Board Investigation to date, together with the information received late on Friday
13 February 2026, have led the Board to conclude the following:

·     Contracts held with key partners and customers remain sound;

·    Strong future potential of the SkinBiotix^® technology and the Company's strategy to develop products in skin care and skin health;

·    Accrued Royalty Income was included in the audited FY25 accounts due to a potential misrepresentation, therefore the Board has taken the decision to seek to reverse these sums from the Group FY25 accounts completely, subject to confirmation by the Company's auditors;

·    Dermatonics and Bio-Tech Solutions are operating as reported at FY25 (audited revenues of £2.20m and £1.38m respectively) and both are trading at cash breakeven. These businesses are trading in line with the current Board's expectations for FY26;

·     Direct product sales of AxisBiotix™ are reported correctly in FY25; the partnership with Superdrug Stores plc ("Superdrug") is still at a very early stage;

·    The Company has a robust cash position which was reported as £4.78m as at 30 June 2025 and is £2.92m as at 13 February 2026;

The Board believes that the estimated impact of the expected reversal of FY25 Accrued Royalty Income on the audited FY25 results will be as follows:

·      FY25 revenue will become £3.87m from the reported figure of £4.64m

·     Adjusted EBITDA for FY25 will be restated to a loss of £1.17m from the reported loss figure of £0.41m with an operating loss of £1.47m

·     The expected adjustments will be agreed following a review by the Company's auditors

As a result of the Board's Investigation and the subsequent expected removal of the FY25 Accrued Royalty Income, the Board now anticipates that the results for the year ended 30 June 2026 will be significantly below current market expectations.*

Martin Hunt, Non-Executive Chairman, has assumed the role and responsibilities of Executive Chairman temporarily, and the focus of the Board and Leadership team is business continuity. The Board Investigation is confident in the quality of the management team, the future potential of the products and underlying businesses, all supported by a solid cash balance.

The Company's search to find an interim CEO and to find a new, permanent CEO for the longer term is progressing and further announcements will be made in due course.

* Market expectations for the year ending 30 June 2026 were revenue of £6.2m and adjusted EBITDA of £0.7 million

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

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Notes to Editors

About SkinBioTherapeutics plc

SkinBioTherapeutics is a life science company focused on skin health. The Group's proprietary platform technology, SkinBiotix^®, is based upon discoveries made by the translational dermatology team at the University of Manchester.

The Group's foundation business is targeting the skin healthcare market via five pillars, the most advanced of which are cosmetic skincare (SkinBiotix^®) and food supplements that harness the gut-skin axis (AxisBiotix™). The cosmetic pillar has a partnership with Croda plc where SkinBiotix^® is being used as an active skin ingredient with the Croda trade name, Zenakine™. The AxisBiotix™ pillar has a range of products targeting the symptoms of inflammatory skin conditions, being sold directly and via Amazon, and on the High Street in selected Superdrug Stores plc stores.

The Group is also acting as a consolidator and is making acquisitions in complementary areas such as skincare and cosmetic applications, that also bring new distribution and geographical platforms, and manufacturing capabilities through which it can funnel its in-house pillar products. 

The Company listed on AIM in April 2017 and is based in Newcastle, UK. For more information, visit: www.SkinBioTherapeutics.com.