ProBiotix Health PLC on Friday defended the validity of its recent £1.2 million fundraise, despite protestations from shareholder OptiBiotix Health PLC.

OptoBiotix, which has roughly a 44% stake in life sciences business ProBiotix, on Thursday said it was advised that its investee did not have the right to ‘issue equity on a non pre-emptive basis’.

ProBiotix said the furore centres on a typographical error in its notice of annual general meeting document. ProBiotix apologised for the error.

‘The claim raised by OptiBiotix in their recent announcement is that a typographical error in the notice of AGM invalidated the directors’ authority to allot shares in the company for cash otherwise than on a pre-emptive basis. The formal notice of the AGM was set out in the company’s annual report and accounts and this notice contained the error referred to by OptiBiotix,’ ProBiotix said.

‘As the error was merely typographical and obviously an error, under case law and the company’s articles of association, it was capable of remedy by the chairman at the AGM. This inadvertent error was indeed corrected by the chairman at the AGM, in the presence of Neil Davidson and Stephen O’Hara. OptiBiotix had previously voted in favour of all the resolutions at the AGM and made no attempt to amend or withdraw its vote after the error was pointed out to the meeting and corrected.’

Stephen O’Hara is the chief executive officer of life science company OptiBiotix, and also sits on the board of ProBiotix as a non-executive director. Davidson is the chair of OptiBiotix.

‘The board of ProBiotix has been advised that Optibiotix’s erroneous assertions have no merit, and that all the resolutions were duly passed at the AGM,’ ProBiotix added.

ProBiotix raised £1.2 million in a share subscription, funds it said will provide it with the ‘working capital it needs to fulfil its strategy’.

OptiBiotix Chair Davidson said on Thursday: ‘Given previous public statements of sufficient funds by ProBiotix, OptiBiotix were surprised at the timing and level of discount of the Subscription and its highly dilutive effect on long term investors.

‘OptiBiotix’s legal advisors have explained that, as a consequence of the invalidity of the special resolution purportedly passed at the 2024 annual general meeting, ProBiotix do not currently have the right to issue equity on a non pre-emptive basis given that the prior authority taken at the 2023 annual general meeting expired at the conclusion of the 2024 annual general meeting. OptiBiotix will bring this matter to the attention of Aquis.’

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