Schedule One update - LungLife AI, Inc | RNS | Ticker

Schedule One update - LungLife AI, Inc

RNS Announcement

RNS Number : 0148E

AIM

02 July 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

LungLife AI, Inc. ("LungLife" or the "Company" )

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office:

850 New Burton Road, Suite 201, Dover, Delaware 19904

Principal trading address:

2545 W Hillcrest Drive, Suite 140, Thousand Oaks, California, CA 91320

COUNTRY OF INCORPORATION:

United States

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.lunglifeai.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

LungLife is a developer of clinical diagnostic solutions for lung cancer enhanced by artificial intelligence ("AI"). Lung cancer is one of the most lethal cancers, accounting for nearly a quarter of all cancer-related deaths in the US, and its global incidence has increased by 37 per cent. from 2007-2017. The Company's diagnostic solutions are designed to make significant improvements in the early detection of lung cancer.

The Company's technology is a combination of the recovery of rare cells and blood-based biomarkers shown to be altered in lung cancer. The Company employs machine learning to improve upon existing computer software to identify informative cells from blood, and intends to build a deep, novel pool of lung cancer-related data for AI-enabled applications designed to improve test performance over time.

The business is registered in Delaware, with its principal operations in California, which acts as both the administrative and clinical centre. The Company does not have any subsidiaries.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of common shares of US$0.0001 each in nominal value ("Common Shares") for which Admission is being sought: 25,480,790

Issue price per Common Share: 176 pence

Ticker: LLAI

ISIN: USU5500L1045

SEDOL: BLPJ4G2

No Common Shares will be held in treasury on Admission.

The following has been extracted from the Company's AIM Admission Document:

The Common Shares have not been, and will not be, registered under the US Securities Act, or the securities laws of any other jurisdiction of the US.

Transfer restrictions

The Common Shares offered to non-US Persons in the Placing are subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S. Under Category 3, Offering Restrictions (as defined under Regulation S) must be in place in connection with the Placing and additional restrictions are imposed on resales of Common Shares. The Common Shares are "restricted securities" as defined in Rule 144 under the US Securities Act.

Each subscriber for Common Shares, by subscribing for such Common Shares, agrees to reoffer or resell the Common Shares only pursuant to registration under the US Securities Act or in accordance with the provisions of Regulation S or pursuant to another available exemption from registration and qualification under applicable state securities laws, and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the US Securities Act. The above restrictions severely restrict purchasers of Common Shares from reselling the Common Shares in the US or to a US Person. These restrictions may remain in place or be reintroduced following the expiry of the one-year Distribution Compliance Period following the date of Admission (under Regulation S) in relation to the Common Shares, at the discretion of the Company for example in the event the Company issues additional Common Shares under the same ISIN as the Existing Common Shares.

Settlement and CREST

As the Company is incorporated in the United States, its Common Shares are not eligible to be held directly through CREST and, accordingly, the Company has established, via the Depositary, a Depositary Interest arrangement. The Depositary Interests representing the Common Shares will be issued to the individual Shareholders' CREST account on a one for one basis and with the Depositary providing the necessary custodial service.

Once the Common Shares are admitted to trading on AIM, all Common Shares held in the CREST system will be identified with the marker "REG S". The "REG S" marker also indicates that the Common Shares held in the CREST system will also bear a legend setting out certain transfer restrictions under Category 3 of Regulation S and other information, including that: (i) transfers of the Common Shares are prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the US Securities Act or in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable state securities law; and (ii) hedging transactions involving the Common Shares may not be conducted unless in compliance with the US Securities Act and applicable state securities law. Accordingly, resale of the Common Shares following the Placing will be subject to restrictions under US federal and state securities laws, including the US Securities Act.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised: £17.0 million.

Anticipated market capitalisation on Admission at the issue price: £44.8 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

49.4%.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

Not applicable.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Gordon Roy Davis - Non-Executive Chairman

Paul Carmelo Pagano - Chief Executive Officer

David Mark Anderson - Chief Financial Officer

Sara Jane Barrington - Non-Executive Director

James Renwick McCullough - Non-Executive Director

Andrew Norman Boteler - Senior Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	% of ISC pre-Admission	% of ISC post-Admission
Simon Raab*	29.3%	16.3%
Icahn School of Medicine at Mount Sinai	0.0%	9.7%
Octopus Investments Ltd	0.0%	7.7%
Unicorn Asset Management	0.0%	6.9%
Syno Ventures Master Fund, L.P.	11.8%	6.6%
Frederick W. Gluck^**	10.8%	6.0%
Livzon Pharmaceutical Group, Inc.	9.5%	5.3%
Lombard Odier	0.0%	4.5%
Killik &Co.	0.0%	4.5%
Accord Data Holdings Limited	6.7%	3.7%
W. Wright Watling, trustee of the W. Wright Watling Trust UAD 8/26/96	3.2%	1.8%

Notes:

* Including the interests of a trust, the beneficiaries of which are the Raab family.

** Including the interests connected parties and a trust, the beneficiaries of which are the Gluck family.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December.

(ii) 31 December 2020 (annual accounts).

(iii) 30 September 2021 (half year report for the six months ending 30 June 2021).

30 June 2022 (annual accounts for the year ending 31 December 2021).

30 September 2022 (half year report for the six months ending 30 June 2022).

EXPECTED ADMISSION DATE:

8 July 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Investec Bank plc

30 Gresham Street

London EC2V 7QP

NAME AND ADDRESS OF BROKER:

Investec Bank plc

30 Gresham Street

London EC2V 7QP

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at:

https://www.lunglifeai.com/

Access to information on the website relating to the shares, the admission to AIM and the related share offering will be restricted only to persons not located in the United States and only to persons who are not U.S. Persons (as defined in Regulation S under the U.S. Securities Act) and are not acting for or on behalf of U.S. Persons).

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code.

DATE OF NOTIFICATION:

2 July 2021

NEW/ UPDATE:

UPDATE

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

AIMUUOKRANUBRRR

RNS metadata

Title: Schedule One update - LungLife AI, Inc
Time: 11:00:03
Date: 2 Jul 2021
Category: Capital structure
ID: 0148E