Anagenics Restructures, Issues 35M Shares to FOS Capital, Eyes Growth

Restructuring and Strategic Reset

Anagenics Limited (ASX: AN1) has announced the completion of a comprehensive restructuring program following its suspension in September 2024. The initiative aimed to simplify the company’s business structure and establish a foundation for sustainable earnings. This strategic reset was publicly detailed in December 2024 and has now culminated in a clearer operational focus.

The company continues to operate through two core divisions: BLC Cosmetics Pty Ltd, a wholly owned subsidiary responsible for sales and distribution of Australian and international cosmetic and wellness brands; and its owned product portfolio, which includes proprietary beauty and haircare brands such as évolis and uspa. These owned brands are distributed both through BLC Cosmetics and direct online platforms, supplemented by legacy intellectual property generating royalty income.

Financial Position and Share Issuance

As part of the restructuring, Anagenics issued 35 million fully paid ordinary shares to FOS Capital Ltd at $0.01 per share, approved by shareholders in April 2025. This issuance was in exchange for administrative and warehousing services provided by FOS Capital, replacing internal functions and supporting the company’s streamlined operations. The shares were accrued as a payable at 31 March 2025 and issued shortly thereafter.

The company’s pro-forma consolidated statement of financial position as at 31 March 2025 reflects net assets of approximately $2.39 million, up from $2.04 million before the share issuance. Current assets stand at nearly $2 million, supported by cash, receivables, and inventory, while total liabilities have been reduced by the share accrual adjustment. Notably, Anagenics holds a secured $1 million loan facility from Boom Capital Pty Ltd, which remains undrawn.

Funding and Going Concern Status

Despite recording unaudited year-to-date net losses of $674,048 and cash outflows from operations of $1.7 million as at 31 March 2025, the directors affirm the company’s ability to continue as a going concern. This confidence is underpinned by the completed restructure, cost savings, and new commercial agreements, including a royalty deal with York Street-Brands targeting $4.4 million over ten years.

The board believes that current funds are sufficient to meet operating cash flow needs for the next two quarters without requiring additional equity. However, the company remains open to raising new debt or equity capital to pursue accretive acquisitions aligned with its growth strategy.

Growth Outlook and Strategic Priorities

Looking ahead, Anagenics plans to focus on organic growth by enhancing profitability within BLC Cosmetics and expanding its owned product brands through new releases and strengthening royalty income streams. Concurrently, the company is actively seeking acquisition opportunities that can add value and accelerate growth.

Additionally, Anagenics is exploring commercialisation of its Lyramid midkine intellectual property portfolio, signaling potential new revenue avenues beyond its core cosmetics and wellness offerings.

Independent Assurance and Compliance

William Buck Audit (Vic) Pty Ltd provided a limited assurance report on the pro-forma financial statements, concluding that they are fairly presented in all material respects based on the stated basis of preparation. The company confirms compliance with ASX Listing Rules 3.1 and 3.19A, maintaining transparency and regulatory adherence as it moves towards reinstatement of its securities on the ASX.