Metallobio

Key Information

IP Agreement

The company has entered into an exclusive IP licence agreement with the University of Sheffield relating to novel ruthenium-based compounds, including the Patents, the Know-how and the Data.

MetalloBio shares 10% of all sublicense income after it has received a cumulative total of £1,750,000 Sub-Licensing Income and is due to pay royalties of 1.5%, 3% or 4% of the Net Sales Value of all Licensed Therapeutic and Non-Therapeutic Products depending on patent status at the time of sales. The company also must pay a series of one-off payments Development Milestone Payments:
• £85,000 on Recruitment of the first patient to the first “first in man” (Phase I) trial for the first Licensed Therapeutic Product
• £150,000 on the recruitment of the first patient to the first randomised Phase II trial for the first Licensed Therapeutic Product
• £500,000 per event on the recruitment of the first patient to a Phase III trial for each Licensed Therapeutic Product and each indication thereof.
• £500,000 per event on grant of marketing approval for each Licensed Therapeutic Product and each indication thereof in each of the major markets
• £500,000 per event on the first sale of each Licensed Therapeutic Product and each indication thereof in each of the major markets.

The University of Sheffield may terminate the Agreement if the company or any sub-licensee materially breach the conditions of the Agreement. The university also has the termination right if an independent expert determines that the company has failed to comply with its obligations of using diligent efforts to develop, commercialise and maximise sales of the Licensed Products.

The IP can be assigned to MetalloBio once the company secures cumulatively £5 million in dilutive and non-dilutive funding and commercial income.

Outstanding Debt

The company has the following outstanding loans:

University of Sheffield IP Loan:
The original loan amount is £56,400.00 at an interest rate of 0.0% per annum. This debt relates to the reimbursement of historic patent costs and is not being repaid out of the funds raised on Republic Europe. The balance is fully repayable only upon the formal assignment of the Licensed IP to the company. While there is no standalone written loan document, the governing terms are covered by the IP Licence Agreement signed 27/05/2022 and a subsequent restatement agreement signed 14/08/2025.

Outstanding Convertible Loans

The company has the following outstanding convertible loans, which may convert to equity after this round and dilute existing shareholders:

1 - £40,713.00 loan from The University of Sheffield, with the following key terms:
• Interest rate: 6%
• Conversion trigger: Fundraising in aggregate in excess of £1,000,000, upon written request from the company,
• Conversion price: the lowest price per share paid by investors for the most senior class of shares issued in a Fundraising, less a discount of 20%,
• Valuation Cap: N/A
• Share class: Ordinary or the most senior share class if this carry greater rights
• Repayment date: July 2026

2 - £74,129.00 loan from The University of Sheffield, with the following key terms:
•Interest rate: 6%
• Conversion trigger: Fundraising in aggregate in excess of £1,000,000, upon written request from the company,
• Conversion price: the lowest price per share paid by investors for the most senior class of shares issued in a Fundraising less a discount of 20%,
• Valuation Cap: N/A
• Share class: Ordinary or the most senior share class if this carry greater rights
• Repayment date: August 2026.

3 - £137,702.00 loan from The University of Sheffield, with the following key terms:
• Interest rate: 6%
• Conversion trigger: Fundraising in aggregate in excess of £1,000,000, upon written request from the company,
• Conversion price: the lowest price per share paid by investors for the most senior class of shares issued in a Fundraising less a discount of 20%,
• Valuation Cap: N/A
• Share class: Ordinary or the most senior share class if this carry greater rights
•Repayment date: August 2026

Share Classes

Share classes
The company currently has 4 classes of shares: Ordinary, A Ordinary and B Ordinary and Deferred Shares. All investors in this round, including Republic Europe investors, will receive A Ordinary shares.

The rights attached to the share classes are as follows:

1 - Ordinary shares:
• Full dividend rights
• Voting rights
• In the event that the Sale Proceeds divided by the number of Equity Shares is the same or less than £3.477 per Equity Share: 0.1% of the Sale Proceeds to the Ordinary Shareholders pro rata to their respective holdings. Once the Ordinary A Shareholders have received their Priority Amount, any remainder of the Sale Proceeds will be distributed to the Ordinary Shareholders and the Ordinary B Shareholders on a pro rata basis.
• In the event that the Sale Proceeds divided by the number of Equity Shares exceeds £3.477 per Equity Share: pro rata

2 - A ordinary shares:
• Full dividend rights
• Voting rights
• In the event that the Sale Proceeds divided by the number of Equity Shares is the same or less than £3.477 per Equity Share: the Ordinary A Shareholders 99.9% of the Sale Proceeds pro rata to their respective holdings.
• In the event that the Sale Proceeds divided by the number of Equity Shares exceeds £3.477 per Equity Share: pro rata

3 - B ordinary shares
• Full dividend rights
• No voting rights
• On a winding-up event, receive one penny in aggregate for the entire class.
• In the event that the Sale Proceeds divided by the number of Equity Shares is the same or less than £3.477 per Equity Share: once the Ordinary A Shareholders have received their Priority Amount, any remainder of the Sale Proceeds will be distributed to the Ordinary Shareholders and the Ordinary B Shareholders on a pro rata basis.
• In the event that the Sale Proceeds divided by the number of Equity Shares exceeds £3.477 per Equity Share: pro rata capped at £1,095,255, which is the total B shares value at the current round share price (£3.477).

4 - Deferred shares
• No dividend rights
• No voting rights;
• On a winding up or Share Sale event, receive one penny in aggregate for the entire class.