Vidac Pharma Holding PLC (the "Company") is pleased to announce a series of corporate actions approved by its Board of Directors.
Issuance of New Ordinary Shares to Dr Max Herzberg
The Board has resolved to allot 4,790,404 new ordinary shares of GBP 1.00 each in the capital of the Company (the "New Shares") to Dr Max Herzberg, PhD, pursuant to the Investment Subscription Agreement dated 25 February 2024 (as amended by the Second Amendment Agreement dated 1 October 2025) (together, the "Subscription Agreement"). Under the Subscription Agreement, Dr Herzberg was entitled to reinvest proceeds from previous share sales by subscribing for new shares in the Company.
In satisfaction of the aggregate nominal value of the New Shares, the Board has resolved that the sum of GBP 4,790,404 standing to the credit of the Company's fair value reserve through OCI (net of tax) be capitalised and applied on behalf of Dr Herzberg in paying up the nominal value of the New Shares in full, such that the New Shares are issued credited as fully paid. This capitalisation was authorised by shareholders at the Annual General Meeting held on 30 September 2025.
Following the issuance, Dr Herzberg will remain the principal shareholder of the Company.
In this context, the Company notes and appreciates that its directors expressed their general willingness to further invest funds, including proceeds from the sale of shares, into the capital of the Company also during the 2026 financial year.
Adoption of Employee Share Option Plan
The Board has approved the adoption of an Employee Share Option Plan (the "ESOP") to incentivise employees, directors and other key personnel of the Company and its subsidiaries. The ESOP provides for the grant of options to subscribe for ordinary shares, subject to vesting conditions and exercise mechanics to be determined by the Board.
The total number of ordinary shares underlying options granted under the ESOP shall not exceed 10 per cent of the Company's issued share capital, being 5,694,620 ordinary shares, as authorised by the Annual General Meeting on 30 September 2025. The ESOP has a term of ten years from the date of adoption.
Authorisation for External Investment in Subsidiary
The Board has further resolved, in its capacity as sole shareholder of the Company's subsidiary VIDAC PHARMA Ltd, Isreal (“Subsidiary”), to approve in principle the opening of the share capital of the Subsidiary to external investors. Any such investment shall be effected by way of one or more issuances of new shares in the Subsidiary for an aggregate subscription amount not exceeding ER 5,000,000 (or the equivalent in other currencies), limited to a maximum of 10 per cent of the Subsidiary's share capital.
Any issuances will be conducted on arm's-length terms, at a subscription price and on such rights and conditions as may be determined by the board of the Subsidiary and approved by the Board of the Company. The Directors have been authorised to take all steps necessary to give effect to this resolution. Currently, there is no concrete plan for an investment of external investors in the share capital of the Subsidiary yet.
Appointment of Statutory Director
Dr Oren Menahem Becker is appointed as an additional director of the Company with effect from 24 February 2026.
Reinvestment
Dr Max Herzberg reinvested net proceeds of approximately EUR 280,000 into Vidac Pharma Holding PLC during January and February 2026 pursuant to the Share Subscription Agreement.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws, including statements regarding clinical development plans, study objectives, regulatory pathways, and potential future trials. Forward-looking statements are based on current expectations, assumptions, and information available to the Company at the time of publication and involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, clinical trial outcomes, patient recruitment, regulatory review and approval processes, intellectual property matters, financing needs, and general market conditions. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
For more information, please contact:
Vidac Pharma Holdings Plc
Dr. Max Herzberg
20–22 Wenlock Road
London N1 7GU
United Kingdom
https://www.vidacpharma.com
investors@vidacpharma.com
About Vidac Pharma
Vidac Pharma is a clinical-stage biopharmaceutical company dedicated to discovering and developing first-in-class medicines for oncologic and onco-dermatologic diseases. The Company develops therapeutic candidates designed to modify the hyper-glycolytic tumor microenvironment by targeting the overexpression and mislocalization of the Hexokinase-2 (HK2) metabolic checkpoint in cancer cells, with the aim of renormalizing cellular metabolism and selectively inducing programmed cell death without affecting surrounding normal tissue.
Vidac’s lead drug candidate, VDA-1102, has previously demonstrated activity in clinical studies in Actinic Keratosis (AK) and Cutaneous T-cell Lymphoma (CTCL).