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On 22 July 2026, Chimeric Therapeutics Limited (ASX:CHM) announced the successful conversion of 1,550,387 ordinary fully paid shares following the conversion of convertible notes. This conversion, approved by shareholders at an extraordinary general meeting (EGM) on 17 April 2026, was finalized on the announcement date. The transaction increases the company’s total quoted capital to 59,459,543 ordinary shares, marking a significant expansion of its issued equity base.
Key Highlights
- Chimeric Therapeutics Limited (CHM) converted convertible notes into 1,550,387 ordinary shares.
- Shareholder approval was granted at an EGM on 17 April 2026, with conversion completed on 22 July 2026.
- The conversion price was set at 0.032250 AUD per share, based on a formula detailed in the 19 March 2026 Notice of EGM.
- Post-conversion, CHM’s total quoted ordinary shares stand at 59,459,543.
- The company continues to hold a significant amount of unquoted securities, including options, warrants, and performance rights.
Shareholder-Approved Convertible Note Conversion Completed
Chimeric Therapeutics executed the conversion of 50 convertible notes into 1,550,387 ordinary fully paid shares, following shareholder approval at the 17 April 2026 EGM. This strategic capital restructuring converts debt-like instruments into equity shares that rank equally with existing ordinary shares from the date of issue. The process was initiated with a Notice of EGM circulated on 19 March 2026, outlining the conversion terms, and culminated in the formal shareholder vote and subsequent execution of the conversion on 22 July 2026.
The conversion price of 0.032250 AUD per share was determined by a pre-agreed formula specified in the EGM notice rather than by independent company calculation. This formula-based pricing is typical in convertible note agreements, ensuring transparent and predetermined conversion terms. The completion of the conversion and immediate application for ASX quotation of the new shares mark the final phase of this capital restructuring.
Significant Expansion of Issued Share Capital
The conversion has substantially increased Chimeric Therapeutics’ quoted share capital to 59,459,543 ordinary shares. The addition of 1,550,387 shares represents a meaningful increase in the company’s equity base, reflecting a shift from convertible debt to equity instruments. This change simplifies the capital structure and increases the number of shareholders holding direct equity stakes.
Despite this conversion, the company retains a complex portfolio of unquoted securities, including 14,666,683 options expiring 31 December 2030 at an exercise price of 0.50 AUD, 500,000 options expiring 31 March 2029 at 0.60 AUD, 250,000 options expiring 10 October 2028 at 0.80 AUD, 2,961,331 options with various expiry dates and prices, 700 warrants, 950 outstanding convertible notes, and 72,280 performance rights. These instruments represent potential future dilution risks for shareholders.
Pre-Determined Conversion Pricing Formula
The conversion price of 0.032250 AUD per share was established through a formula communicated to investors in the 19 March 2026 Notice of EGM. This approach ensures transparency and fairness, as the price was fixed in advance as part of the original convertible note terms. The formula reflects market conditions and company circumstances at the time of note issuance, although the company has not disclosed the detailed components or original issue date of the notes in this announcement.
This method eliminates discretionary pricing and aligns with standard practices in convertible note agreements, providing clarity to note holders regarding their conversion terms.
ASX Quotation Application for Newly Converted Shares
Chimeric Therapeutics submitted an application for ASX quotation of the 1,550,387 newly converted shares on 22 July 2026, utilizing Appendix 2A as per ASX Listing Rules. The new shares will rank equally with existing ordinary shares in all respects, including voting, dividend, and other shareholder rights. This equal ranking ensures uniform treatment of all shareholders within the same class.
The prompt submission of the quotation application on the conversion date facilitates the timely trading of these shares on the ASX, with all required documentation confirming shareholder approval, conversion price, and security details duly provided.
Outstanding Convertible Notes and Unquoted Securities Remain
Following this conversion, 950 convertible notes remain outstanding and unquoted under ASX code CHMAAK. These notes continue to represent potential future equity conversion opportunities subject to their terms. The company’s remaining unquoted securities portfolio, including options and performance rights, poses further potential dilution risks if exercised or converted, especially if the share price exceeds exercise prices.
Overview of Chimeric Therapeutics and Market Position
Chimeric Therapeutics Limited, listed on the ASX, is a biotechnology company specializing in cell and gene therapy product development. Incorporated under the Corporations Act 2001 (Cth) with ACN 638835828, it operates in a capital-intensive sector that commonly relies on multiple rounds of equity and convertible securities financing to support research and clinical development.
The company’s layered capital structure, including convertible notes, options, and performance rights, reflects typical financing strategies within early to mid-stage biotech firms. The recent conversion of convertible notes into ordinary shares represents a key milestone in simplifying its capital base and transitioning investors from debt-like instruments to direct equity ownership.
Capital Structure Implications and Shareholder Dilution Considerations
The issuance of 1,550,387 shares raises the total quoted capital to 59,459,543 ordinary shares, resulting in immediate dilution for existing shareholders who did not participate in the convertible note conversion. However, converting debt-like securities into equity is generally viewed positively as it reduces liabilities and improves balance sheet metrics such as debt-to-equity ratios. It also streamlines financial reporting and investor communications by reducing the number of complex securities outstanding.
Shareholders should remain aware of the dilution potential from the remaining 950 convertible notes and extensive unquoted options and performance rights. Significant future exercises or conversions could materially increase the share count, particularly if the company’s share price rises above exercise thresholds. These factors highlight the importance of monitoring the company’s capital structure evolution.
Timeline and Governance of the Conversion Process
The conversion process began with the Notice of EGM on 19 March 2026, providing advance notice and outlining the conversion price formula. Shareholders approved the conversion at the 17 April 2026 EGM, granting the company authority to proceed. The actual conversion was executed on 22 July 2026, with the immediate filing of the ASX quotation application.
The three-month interval between approval and execution allowed for necessary administrative preparations. This structured approach demonstrates compliance with corporate governance standards and ASX Listing Rules.
Equal Ranking and Shareholder Rights of Converted Shares
The 1,550,387 newly converted ordinary shares rank equally with the existing 57,909,156 ordinary shares on issue prior to conversion. They carry identical voting rights, dividend entitlements, and economic interests, ensuring fair and uniform treatment of all shareholders within the class. No restrictions or differential rights apply to the new shares, facilitating seamless integration into the existing equity structure and ASX trading systems.
This equal ranking aligns with Corporations Act requirements and ASX Listing Rules, maintaining shareholder equity and simplifying capital management.
