Schedule One - MedPal AI plc | RNS | Ticker

Schedule One - MedPal AI plc

RNS Announcement

RNS Number : 5780U

AIM

08 August 2025

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:

MedPal AI plc ("MedPal" or the "Company")

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

c/o Hill Dickinson LLP

The Broadgate Tower

20 Primrose Street

London EC2A 2EW

COUNTRY OF INCORPORATION:

England and Wales

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

www.medpalplc.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:

MedPal is a UK-based digital health and artificial intelligence ("AI") company focused on wellness management. The Company's core product is a non-clinical, digital health app that aggregates and monitors users' health metrics and provides wellness guidance. MedPal does not provide medical advice but signposts users to appropriate care when needed.

The MedPal app is able to connect to over 100 fitness apps and wearables on Apple iOS and Google Android operating systems, aggregating an individual's health data into one unified profile. Medpal uses AI to provide wellbeing monitoring, lifestyle advice and bio-hacks based on real-time data.

MedPal has recently entered into an agreement with Epassi UK Limited ("Epassi"). Epassi facilitates the provision of employee benefits to over 11 million people through companies such as Siemens, Volvo, Bosch and RSK Group. These benefits focus on wellbeing via personal fitness (gym membership), physical health (private healthcare) and active lifestyle (discounts on digital fitness, travel, leisure and health food brands). Under the agreement with Epassi, all of Epassi's clients will be offered the app free for 12 months and will have the option to subscribe for premium services offered by MedPal.

The addressable market for MedPal's services is vast and growing. Over 1.3 billion people globally are expected to use digital health tools in 2025, encompassing wearables or health apps and online health services. Over half of U.S adults (approximately 130 million adults) own a wearable health device such as a smartwatch, fitness tracker or smart ring. This proliferation of personal health devices reflects a broader emphasis on wellbeing monitoring and self-tracking. It also leads to a large amount of health data being generated outside clinics, creating demand for wellness platforms such as MedPal that can support the user's overall wellbeing and signpost users to appropriate care when needed. MedPal does not replace professional medical advice, diagnosis or treatment.

MedPal's commercial strategy leverages multiple channels to drive user growth and revenue, while maintaining its role as a non-clinical wellness facilitator. Key elements of the strategy include:

· Direct-to-Consumer (D2C)

· Partnership with Epassi

· B2B Licensing and Enterprise Solutions

· Insurance Channel Bundling

Across all channels, MedPal will adhere to its non-clinical positioning, functioning as a digital health companion that monitors fitness and wellbeing, but signposts users to specialist care when appropriate rather than diagnosing or treating directly. MedPal provides general advice based on the user's wellness data which does not replace professional medical advice, diagnosis or treatment. This strategy ensures clarity of MedPal's role. By combining direct consumer uptake with B2B and insurer partnerships, MedPal aims to accelerate its user growth and revenue while maintaining a scalable, asset-light model.

The agreement with Epassi is in relation to users in the UK, which will be MedPal's initial focus, but the Company will look to expand quickly into other territories including the US.

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 ordinary shares on Admission: 403,083,335 ordinary shares of £0.0002 each in the capital of the Company ("Ordinary Shares")*

Issue Price per Ordinary Share: 4p

Each Ordinary Share carries one vote and the right to dividends.

There are no restrictions as to the transfer of the Ordinary Shares.

No Ordinary Shares will be held as treasury shares on Admission.

*based on an anticipated fundraise of £1,600,000

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

Approximately £1,600,000

Anticipated market capitalisation on Admission: approximately £16,000,000

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 85%

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:

N/A

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

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):

Current Directors:

Jason Kingsley Drummond - Chief Executive Officer

Justin Piers Drummond - Executive Director

Proposed Directors to be appointed on Admission:

Stig Karl-Magnus Carlsson (Karlsson) - Non-executive Chairman

Adam Monaco - Finance Director

Kevin Sean O'Neill - 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):

Name	% of the issued share capital before Admission	% of the issued share capital on Admission*
Jason Drummond	46.82%	42.17%
Justin Drummond	10.33%	9.30%
Marie Juste	3.44%	3.10%

*based on a fundraise of £1,600,000

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

Phoenix Ventures Limited

(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 August

(ii) Unaudited interim results to 28 February 2025

(iii) 28 February 2026, 28 May 2026, 28 February 2027

EXPECTED ADMISSION DATE:

Late August 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

Cairn Financial Advisers LLP

9th Floor, 107 Cheapside,

London, EC2V 6DN

United Kingdom

NAME AND ADDRESS OF BROKER:

Clear Capital Markets Limited

6th Floor, Wilson's Corner

23-25 Wilson Street

London EC2M 2DD

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 will contain full details about the applicant and the admission of its securities, and will be available from the Company's website at: www.medpalplc.com from Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

8 August 2025

NEW/ UPDATE:

NEW

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

PAAUWUNRVNUWRRR

RNS metadata

Title: Schedule One - MedPal AI plc
Time: 08:00:01
Date: 8 Aug 2025
Category: Capital structure
ID: 5780U