Result of AGM and Completion of Acquisition
Thalia Therapeutics plc announced the successful completion of its acquisition of Sanmirna Therapeutics Inc. following shareholder approval at its Annual General Meeting. The company issued 485,107,215 new ordinary shares as initial consideration, along with a £764,357 Convertible Loan Note. Thalia also conditionally raised £2.75 million through the placing and subscription of 458,333,333 new ordinary shares. Following these transactions and the admission of new shares, expected on July 20, 2026, the company's enlarged issued share capital will comprise 1,775,720,897 ordinary shares. All resolutions at the AGM, including director re-elections and the approval of the acquisition, passed with significant shareholder support.
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Thalia Therapeutics plc (AIM: THAT), a clinical-stage biotechnology company developing innovative RNA-based therapeutics and delivery technologies in oncology and cardiovascular disease, is pleased to announce that at its annual general meeting ("AGM"), held earlier today, all resolutions were duly passed (please see below for results).
Initial Consideration for the Acquisition and CLN
Following receipt of shareholder approval at the AGM and the satisfaction of all other conditions, the acquisition of Sanmirna Therapeutics Inc (the "Acquisition") has completed and Thalia has issued 485,107,215 New Ordinary Shares ("Initial Consideration Shares") to the Vendors along with a Convertible Loan Note ("CLN") of £764,357, with the combined shareholding of the Vendors limited to no more that 29.9% of the issued share capital of the Company as enlarged by the issuance of Fundraise Shares and Initial Consideration Shares.
The Initial Consideration Shares (and Fundraise Shares held by the Vendors) are locked-in for a period of 12 months from Admission followed by an orderly market agreement for a further 12 months.
Admission and Total Voting Rights
As set out in the announcement dated 24 June 2026, the Company conditionally raised £2.75 million through the placing and subscription of 458,333,333 New Ordinary Shares ("Fundraise Shares"). Of the Fundraise Shares, 375,833,332 were issued and allotted using the Company's existing authorities and 82,500,001 Fundraise Shares were conditional on the passing of certain resolutions at the AGM (the "Second Fundraise Shares"). Of the Second Fundraise Shares, 29,166,667 will be issued to NLC Health Impact Fund Cooperatof U.A. in respect of their participation in the Fundraise.
An application has been made for the Initial Consideration Shares and Second Fundraise Shares to be admitted to trading on AIM ("Admission") and trading is expected to commence on 20 July 2026.
Following Admission, the Company's enlarged issued share capital will comprise 1,775,720,897 ordinary shares.
The above figure may be used by shareholders as the denominator in calculations to determine whether they are required to notify their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.
Results of AGM
| Resolution | For | For% | Against | Against% | Total | Withheld votes* |
|---|---|---|---|---|---|---|
| Ordinary Resolution 1 To receive the annual report and audited accounts for the year ended 31 December 2025 | 365,208,708 | 99.97% | 93,533 | 0.03% | 365,302,241 | 364,964 |
| Ordinary Resolution 2 To re-elect Luke Cairns as a Director of the Company | 365,068,254 | 99.86% | 494,094 | 0.14% | 365,562,348 | 104,857 |
| Ordinary Resolution 3 To re-elect Alastair Smith as a Director of the Company | 365,074,042 | 99.86% | 493,806 | 0.14% | 365,567,848 | 99,357 |
| Ordinary Resolution 4 To re-elect Chris Britten as a Director of the Company | 365,038,447 | 99.86% | 526,168 | 0.14% | 365,564,615 | 102,590 |
| Ordinary Resolution 5 To re-elect Michael Palfreyman as a Director of the Company | 365,070,470 | 99.87% | 490,861 | 0.13% | 365,561,331 | 105,874 |
| Ordinary Resolution 6 To elect David Solomon as a Director of the Company | 365,139,101 | 99.87% | 475,661 | 0.13% | 365,614,762 | 52,443 |
| Ordinary Resolution 7 To elect Edward Wardle as a Director of the Company | 365,079,032 | 99.87% | 491,032 | 0.13% | 365,570,064 | 97,141 |
| Ordinary Resolution 8 To appoint Gravita Audit II Limited as the Companyʼs auditor and to authorise the Directors to determine their remuneration | 365,126,869 | 99.88% | 451,291 | 0.12% | 365,578,160 | 89,045 |
| Ordinary Resolution 9 To approve the acquisition of Sanmirna Therapeutics, Inc. | 365,191,821 | 99.89% | 415,637 | 0.11% | 365,607,458 | 59,747 |
| Ordinary Resolution 10 To approve, to the extents necessary, any excess to the Board's borrowing powers in relation to the convertible loan notes to be issued pursuant to the Acquisition | 365,133,653 | 99.88% | 448,498 | 0.12% | 365,582,151 | 85,054 |
| Ordinary Resolution 11 To authorise the Directors to allot shares | 365,073,219 | 99.86% | 501,216 | 0.14% | 365,574,435 | 92,770 |
| Special Resolution 12 To disapply pre-emption rights | 364,843,591 | 99.81% | 703,163 | 0.19% | 365,546,754 | 120,451 |
*Please note a vote withheld is not a vote in law and is not counted in the calculation of votes validly cast for or against a resolution.
Capitalised terms used but not otherwise defined in this announcement bear the same meanings ascribed to them in the Circular.
| Thalia Therapeutics plc Dr David H Solomon, Chief Executive Officer | Via Thalia Investor Hub https://investors.thaliatx.com/link/PKvkqr |
| SP Angel Corporate Finance LLP Nominated Adviser and Joint Broker Matthew Johnson/Jen Clarke (Corporate Finance) Vadim Alexandre/Abigail Wayne/Rob Rees (Corporate Broking) | Tel: +44 (0)20 3470 0470 |
| Turner Pope Investments (TPI) Limited Joint Broker Andy Thacker/ Guy McDougall | Tel: +44 (0)20 3657 0050 |
| Northstar Communications Limited Investor relations and Communications Sarah Hollins Cohesion Bureau Investor relations and Communications Mary-Ann Chang | Tel: +44 (0)20 7183 2463 Tel: +44 (0)7483 284853 |
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