Novai EIS

Novai is developing an AI-powered cellular biomarker platform (DARC) for early detection of common eye diseases including glaucoma and age-related macular degeneration (AMD), enabling timely intervention and helping preserve vision.

The problem

Glaucoma and AMD are leading causes of irreversible blindness, particularly in older adults. In 2020, approximately 3.6 million people were blind due to glaucoma and 1.9 million due to AMD – and these numbers are projected to rise significantly.

Treatments exist and, once identified, disease progression can be slowed. But both Glaucoma and AMD are "silent" diseases with minimal early symptoms: they can go undetected for up to 10 years under current standards of care and are often only diagnosed after significant and irreversible vision loss has occurred.

Historically, there has been no method for detecting these diseases at their earliest stages, when cellular changes first begin and reversal or preventative treatments are still possible.

Novai’s solution

NOVAI Ltd (‘Novai’ or ‘the Company’) is an award-winning biotechnology company. Founded in 2020, it builds on research conducted at University College London by CEO and founder Professor Francesca Cordeiro, a world-leading ophthalmologist and Chair of Ophthalmology at Imperial College London.

The Company has developed technology to detect eye disease activity at a single cell level up to three years earlier than existing technologies, when intervention can still preserve vision.

Novai’s proprietary biomarker technology, DARC (Detection of Apoptosing Retinal Cells), is used with standard imaging equipment. DARC is delivered via the blood stream (delivery via nasal spray is under development), and binds to sick and dying retinal cells. Novai’s AI then identifies and quantifies these cellular signals or “spots” on retinal scans. These indications are often a precursor to blindness and various other neurodegenerative conditions.

Why consider investing?

Novai’s platform is patented and approved as an exploratory biomarker for clinical trials and drug development in the UK, EU, Australasia and US. This enables Novai to commercialise the technology with pharma companies.

Unusually for an early-stage life sciences company, Novai has already started to generate revenue from blue-chip clients. It has partnered with over 20 pharmaceutical and MedTech groups (including Roche, Boehringer Ingelheim and Heidelberg Engineering), has completed over 400 patient procedures and secured c.$6 million in revenue to date.

The regulatory position appears promising if early stage – you should form your own view. Novai has completed Phase 1 and Phase 2a studies and plans to conduct its pivotal Phase 2b study in 2027/2028, with no Phase 3 study currently anticipated.

The next regulatory milestone is a Biologics License Application (BLA) approval, earmarked for mid-2026 – not guaranteed. Securing this is expected to enable Novai to agree both larger, pharma-secure contracts, as well as sell the biomarker to clinics in the US.

Please note the offer is taking place under an Advance Subscription Agreement (ASA) which is expected to convert in the 2026/27 tax year, potentially enabling carry back to 2025/26.

The opportunity

The Company is currently seeking to raise between £1.5-2 million under an Advance Subscription Agreement (ASA) to help sell DARC to clinics and scale pharma revenue over the next 24 months.

A total of £600k has been committed to date from existing investors, including £420k from SFC Capital, the introducer of this offer. Wealth Club has an exclusive initial allocation of £500k. The ASA is expected to be EIS-qualifying – not guaranteed. The minimum investment is £19,500 and you can apply online. Based on its forecasts, the Company believes the investment could achieve a mid-case return of 8.7x – high risk and not guaranteed.

Building on existing commercial traction with pharmaceutical partners, Novai aims to scale into a global diagnostics platform spanning drug development, clinical decision support and population screening.

The market is large: the Total Addressable Market (TAM) for global ophthalmic/neurological diagnostics is currently >$60 billion, and the Serviceable Obtainable Market (SOM) is $1.3 billion. Novai is targeting 5-10% penetration of the SOM to achieve its 2030 revenue forecast.

As can be expected when investing at this early stage, the potential rewards are significant, but so are the risks. You should form your own view.

This is a single company offer with no diversification. It involves investing in an early-stage, loss-making business, which is by nature high risk and prone to failure. There is a risk that the capital raised may not be sufficient to achieve the Company’s objectives. You could lose all the amount you invest.

Like all investments available through Wealth Club, it is only for experienced investors happy to make their own investment decisions without advice.

There is no ready market for unlisted EIS shares: they are illiquid and hard to sell and value. There will need to be an exit for you to receive a realised return on your investment. Exits are likely to take considerably longer than the three-year minimum EIS holding period; equally, an exit within three years could impact tax relief.

To claim tax relief, you will need an EIS3 certificate, normally issued once shares have been allotted, which will be when the ASA converts. Please check the deployment timescales carefully. Tax reliefs depend on company maintaining its EIS-qualifying status. Remember, tax rules can change and benefits depend on circumstances. Before you invest, please carefully read the Information Memorandum which contains further details on the considerable risks – alongside the Wealth Club Risks and Commitments.

Please note: investors in SFC Capital's SEIS and EIS funds may already have some exposure to Novai. 

To date, Novai has raised $6.5 million in equity funding and secured $4.6 million in grant funding. The Company has now secured authority to commence its next funding cycle for up to a total of $7 million.

In advance of an anticipated larger Series A round – not guaranteed – Novai is currently raising between £1.5 million and £2 million under ASA. £0.6 million has been committed to date by SFC Capital and existing angel investors.

ASA conversion conditions:

• If a Financing Round of more than £3.5 million (or lower amount approved by the board with investor majority consent) OR Sale OR IPO completes before the Longstop Date – the ASA will convert at the lower of either:
  • A 20% discount to the Financing Round price
  • A 20% discount to the Sale or IPO valuation divided by the fully diluted share count

• If a Financing Round OR Sale OR IPO does not launch or complete before the Longstop Date, the ASA will convert at:
  • The Capped Price per Share, calculated as £20 million divided by the fully diluted share count (c. £32.50 per share)

The Longstop Date is six months from the date of the ASA, meaning tax relief should be available in 2026/27 or carry back to 25/26.

On conversion, the ASA will convert into Ordinary A shares – the most senior class of EIS-eligible share. Should a new and more senior EIS-eligible share class be created as part of a Series A round, ASA investors will receive that new share class (provided the conversion is triggered by a Series A round, within six months of the date of the ASA).

Investors in this round will buy shares in NOVAI Ltd, the group parent company incorporated in England and Wales. Wealth Club investors will invest on the same terms as the other investors in this ASA.

The investment is expected to be EIS-qualifying – not guaranteed. EIS certificates were last issued in November 2025. Wealth Club Nominees will act as the custodian and administrator of this offer. All the services Wealth Club and, where applicable, its subsidiaries provide are governed by the Terms and Conditions of the Wealth Club Services.

Fees

Investors will pay no direct initial or ongoing charges to invest, so you should be able to claim EIS tax relief on the full amount you subscribe.

SFC Capital will receive a fundraising fee and an annual fee, which it will share with Wealth Club.

Wealth Club investors will invest using a nominee structure. This service is provided by Wealth Club’s subsidiary companies Wealth Club Asset Management Limited (authorised and regulated by the FCA) and Wealth Club Nominees Limited. Wealth Club Nominees Ltd will be completing the share subscription documentation on investors’ behalf.

Please refer to the Schedule of Charges for more details on charges (may vary for different rounds).

All the services Wealth Club and, where applicable, its subsidiaries provide are governed by the Terms and Conditions of the Wealth Club Services.

This financial promotion has been communicated and approved by Wealth Club Ltd on 4 February 2026

Wealth Club aims to make it easier for experienced investors to find information on – and apply for – investments. You should base your investment decision on the offer documents and ensure you have read and fully understand them before investing. The information on this webpage is a marketing communication. It is not advice or a personal or research recommendation to buy any of the investments mentioned, nor does it include any opinion as to the present or future value or price of these investments. It does not satisfy legal requirements promoting investment research independence and is thus not subject to prohibitions on dealing ahead of its dissemination.