Chimeric Therapeutics Issues 1.41 Million Shares via Conversion of 55 Convertible Notes at $0.039 Each

Conversion of 55 CHMAAK Convertible Notes into 1,410,256 CHM Shares Explained

On 14 July 2026, Chimeric Therapeutics Limited lodged an Appendix 2A with the ASX to seek quotation for 1,410,256 new fully paid ordinary shares. These shares were issued not via a traditional capital raise but through the conversion of 55 convertible notes under the ASX code CHMAAK. Both the initial and final conversion date are recorded as 14 July 2026, confirming that the conversion occurred in a single transaction on that day. These shares were not issued under any employee incentive scheme.

The consideration for these shares was the conversion of convertible notes approved by shareholders at the Extraordinary General Meeting held on 17 April 2026. This indicates the issuance was not a cash transaction but rather the fulfillment of the noteholders’ right to receive ordinary shares. The conversion price formula, detailed in the Notice of EGM dated 19 March 2026, sets the estimated value at $0.039 per share. The announcement confirms the new shares rank equally with existing ordinary shares from their issue date of 14 July 2026.

Shareholder Approval at the 17 April 2026 EGM Underpins CHMAAK Conversion

The conversion process was subject to shareholder approval, as confirmed in the announcement referencing the EGM held on 17 April 2026. This governance step ensured shareholders had oversight and consented to potential dilution before the convertible notes were converted into equity.

The conversion price formula was publicly disclosed in the Notice of EGM on 19 March 2026, allowing shareholders approximately four weeks to evaluate the terms before voting. The Appendix 2A filed on 14 July 2026 confirms activation of this mechanism for 55 CHMAAK notes, with the new shares now submitted for ASX quotation. The filing notes that these underlying securities are intended to be quoted but were not yet officially quoted at the announcement date.

Post-Conversion, Chimeric Therapeutics’ Quoted Shares Total 57,909,156

Following the quotation of the 1,410,256 shares, Chimeric Therapeutics' total quoted ordinary fully paid shares will reach 57,909,156. This figure, generated by the ASX Appendix 2A system, may not fully reflect the company’s current issued capital if other filings are concurrently processed. Nonetheless, it represents the latest publicly disclosed total quoted ordinary shares as of this application.

The incremental increase due to this conversion is modest relative to the total shares outstanding. However, the exact dilution percentage for existing shareholders depends on the previously confirmed total shares before this conversion, which was not disclosed. Investors should note the possibility of further dilution from remaining convertible notes and other unquoted securities detailed in Part 4 of the Appendix 2A.

Outstanding Convertible Notes and Unquoted Securities in Chimeric Therapeutics’ Capital Structure

Although 55 CHMAAK convertible notes have been converted, 350 remain outstanding as unquoted securities. This is significant for investors evaluating potential future dilution, as each note can convert into ordinary shares under the shareholder-approved formula from the 17 April 2026 EGM, subject to applicable terms.

Additionally, Chimeric Therapeutics’ unquoted securities include 375 warrants (CHMAAL); 14,666,683 options expiring 31 December 2030 at $0.50 exercise price (CHMAAI); 500,000 options expiring 31 March 2029 at $0.60 (CHMAAJ); 250,000 options expiring 10 October 2028 at $0.80 (CHMAAH); 72,280 performance rights (CHMAB); and 3,006,331 options with various expiry dates and exercise prices (CHMAY). The CHMAAI options constitute the largest unquoted class, exceeding 14.6 million instruments at a $0.50 exercise price.

Insights on the $0.039 Conversion Price for CHMAAK Notes

The $0.039 estimated consideration per share is derived from the Appendix 2A filing and reflects the conversion price formula disclosed in the 19 March 2026 Notice of EGM. This figure is expressed in Australian dollars but lacks further context on the original face value or detailed terms of the CHMAAK notes. The announcement does not clarify whether this price is fixed or adjustable.

Details on the total aggregate consideration implied by converting 55 notes into 1,410,256 shares were not provided, nor was commentary on how this conversion price compares with the prevailing CHM share market price. The immediate market impact remains unclear from publicly available information. Investors seeking full economic details should consult the 19 March 2026 Notice of EGM and related disclosures from the original note issuance.

Chimeric Therapeutics’ Role as a Clinical-Stage Cell Therapy Company and Capital Structure Importance

Chimeric Therapeutics Limited focuses on clinical-stage cell therapy, utilizing living cells—often engineered immune cells—to treat diseases such as cancer. As a clinical-stage biotech, the company typically lacks commercial revenue and depends on capital market instruments, including equity, options, and convertible securities, to finance research, development, and clinical trials. The company’s capital structure, including its convertible notes and extensive option pools, is critical to sustaining operations and advancing its therapeutic pipeline.

Convertible notes are a common funding tool in the ASX small-to-mid-cap biotech sector, allowing deferred equity dilution until conversion. The CHMAAK convertible note facility was established with shareholder approval at the April 2026 EGM, and the ongoing conversions align with the expected lifecycle of such instruments. This update focuses solely on the share quotation mechanics and does not provide operational or pipeline details.

ASX Listing Rules and Appendix 2A Process for Convertible Note Conversions

Under ASX Listing Rules, when convertible securities convert into ordinary shares, the company must apply for quotation of the new shares via an Appendix 2A form. This ensures transparency and standard reporting of issued capital changes. Chimeric Therapeutics’ 14 July 2026 Appendix 2A filing follows this protocol, categorizing the shares as additional securities within the existing CHM ordinary share class rather than creating a new class.

The filing confirms the shares arise from conversion of existing convertible securities, not a fresh issue requiring a separate Appendix 3B. This conversion was not previously notified via Appendix 3B, placing it under the Part 3B pathway of Appendix 2A. The ASX system’s automatic post-quotation capital figures provide a snapshot of the company’s capital structure at the application time, subject to concurrent filings.

Risks Related to Convertible Note Conversion and Shareholder Dilution

A key risk for shareholders in clinical-stage biotech companies like Chimeric Therapeutics is dilution from ongoing convertible note conversions. The remaining 350 CHMAAK notes may convert in tranches or bulk, issuing more shares and diluting existing ownership. The timing and scale of future conversions remain undisclosed.

Additionally, the company holds a substantial unquoted options portfolio, including over 14.6 million CHMAAI options exercisable at $0.50 through 31 December 2030, plus other options, warrants, and performance rights. Exercise or vesting of these instruments would cause further dilution. Clinical-stage biotech companies also face risks related to R&D progress, which can affect capital raising and valuation, impacting convertible security conversions. This announcement does not provide operational updates or guidance.