Board Change • May 20
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 4 non-independent directors. Independent Non-Executive Director Jo Martin was the last independent director to join the board, commencing their role in 2025. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Announcement • Mar 17
Kira Health Invest AG signed a conditional share exchange agreement to acquire 67.50% stake in Cell Therapy Limited from Cardiogeni PLC (OFEX:CGNI). Kira Health Invest AG signed a conditional share exchange agreement to acquire 67.50% stake in Cell Therapy Limited from Cardiogeni PLC (OFEX:CGNI) on March 16, 2026. In accordance with the terms of the proposed Transaction, Kira will provide up to $25 million (£18.92 million) in loan funding to Cell Therapy to execute a pivotal Phase 2b clinical study that could lead to the approval of its heart failure medicine CLXR-001 in the Gulf Cooperation Countries ("GCC") and 32.5% of the shares in Lumen to Cardiogeni and in return will receive 67.5% of the share capital. The drawdown of the second and third tranches of the Loan is subject only to the Phase 2b clinical trial for CLXR-001 continuing and to Cell Therapy's cash position. Drawdown will be phased as follows: $0.5 million (£0.3761925 million) on Completion, $10 million (£7.52385 million) by February 2027 and $10 million (£7.52385 million) by February 2028. The Loan will be funded by Kira and is expected to be supported by a written guarantee by Kira's principal investor. The loan carries 5% annual interest and the principle is to repaid in tranches starting on the December 31, 2028 subject to Cell Therapy generating profits from product sales or licensing fees. Following completion of the Transaction, Cardiogeni retains 32.5% of Cell Therapy. Following Completion, the Cardiogeni Board will be also become the Directors of Cell Therapy and Cardiogeni will retain effective control of Cell Therapy's finances and operations. Therefore, the Directors believe Cell Therapy will remain consolidated in the Cardiogeni's accounts. The terms and conditions of the service contracts of the Directors remain unchanged.
Completion of the Transaction is conditional on verification of the Kira and Lumen's asset and cash positions. At Completion, the parties will also enter into a shareholders' agreement ("SHA") to govern the operation of Cell Therapy and the loan funding conditions and repayment schedule. Cardiogeni expects to receive a guarantee of the loan funding from Kira's principal investor. The Transaction is expected to complete no later than March 31, 2026.
Brian Stockbridge of First Sentinel Corporate Finance Limited acted as financial advisor to Cardiogeni. Announcement • Dec 09
Cardiogeni PLC, Annual General Meeting, Dec 31, 2025 Cardiogeni PLC, Annual General Meeting, Dec 31, 2025. Location: celixir house, innovation way, stratford upon avon, england, cv37 7gz, United Kingdom 
