ImpediMed Allocates 2.69 Million Shares to Non-Executive Directors Under Equity-Based Fee Arrangement

Details of ImpediMed’s Non-Executive Director Share Plan and June 2026 Quarter Issuance

ImpediMed’s Non-Executive Director Share Plan provides a remuneration mechanism whereby non-executive directors receive a portion of their fees in equity rather than cash. For the quarter ending 30 June 2026, 15% of the directors’ fees were settled through the issuance of fully paid ordinary shares. This strategy aims to align directors’ interests with those of shareholders by ensuring direct equity ownership.

The 2,688,338 shares issued were priced at AUD $0.006 each, reflecting the 20-day VWAP calculated through 30 June 2026. Employing a VWAP-based pricing model ensures the share issuance reflects a market-representative valuation rather than a single-day price, aligning with standard governance practices for equity remuneration among Australian listed companies.

Rationale Behind the 20-Day VWAP Pricing for the $0.006 Share Issue

Using a 20-day VWAP to set the issue price for shares issued in lieu of cash remuneration is a commonly accepted practice among ASX-listed companies. This method smooths out short-term price fluctuations and provides a transparent, fair basis for valuing equity compensation. For ImpediMed, the 20-day VWAP through 30 June 2026 resulted in the AUD $0.006 per share price.

This pricing approach is particularly important for smaller-cap companies like ImpediMed, where daily trading volumes and share price volatility can be pronounced. The VWAP method helps prevent any perception that equity remuneration was timed to exploit unusually low or high share prices. The company disclosed this pricing methodology in its quotation application submitted to the ASX on 3 July 2026.

Impact of the Share Issuance on ImpediMed’s Total Quoted Securities

After the addition of 2,688,338 new ordinary shares, ImpediMed’s total quoted fully paid ordinary shares stand at 3,662,493,691. This total is significant for investors tracking the company’s capital structure and potential dilution, as each quarterly issuance under the Non-Executive Director Share Plan incrementally increases the share count.

Beyond quoted ordinary shares, ImpediMed’s capital structure includes substantial unquoted securities: 1,800,000,000 options expiring 31 December 2027 with an exercise price of $0.015 (IPDAD), 1,800,000,000 quoted options expiring 31 March 2027 (IPDO), 18,737,805 warrants (IPDAB), 51,045,000 options expiring on various dates at different exercise prices (IPDAAB), and 15,865,377 performance rights (IPDAA). The scale of these unquoted instruments warrants investor attention regarding potential future dilution if exercised or converted.

Use of Listing Rule 7.2 Exception 14 and Absence of Shareholder Approval Requirement

The share issuance was conducted under Exception 14 of ASX Listing Rule 7.2, which exempts securities issued under a previously approved scheme from requiring additional shareholder approval under Listing Rule 7.1. This allows ImpediMed to issue shares to directors quarterly without seeking fresh shareholder votes each time.

This exception facilitates efficient administration of director remuneration plans while ensuring regulatory compliance. Shareholders previously approved the Non-Executive Director Share Plan, including its equity settlement provisions. ImpediMed’s reliance on this exception aligns with common practice among ASX-listed companies operating similar fee-for-equity arrangements.

Context of Fee-for-Equity Arrangements Among ASX-Listed Medical Technology Firms

Fee-for-equity remuneration plans like ImpediMed’s Non-Executive Director Share Plan are increasingly prevalent among ASX-listed companies, especially in the medical technology and healthcare sectors. These arrangements help conserve cash—critical for companies investing heavily in product development or commercialisation—while incentivising directors to focus on long-term share price growth.

ImpediMed, operating in bioimpedance spectroscopy and commercialising its SOZO technology in oncology and other clinical markets, benefits from preserving cash while maintaining an equity-aligned board. Investors should view these director share issuances as routine operational matters rather than strategic shifts, though they do incrementally increase the share count over time.

Overview of ImpediMed’s Quoted Options (IPDO) and Their Dilution Potential

A notable aspect of ImpediMed’s capital structure is the 1,800,000,000 quoted options (ASX code: IPDO) expiring 31 March 2027. This large option holding, relative to the approximately 3.66 billion ordinary shares outstanding, represents a significant potential dilution source if exercised before expiry.

Additionally, the company holds 1,800,000,000 unquoted options (IPDAD) expiring 31 December 2027 with an exercise price of $0.015. Investors and analysts will monitor the exercise prices and expiry dates of these instruments closely, as they will influence the company’s capital structure over the next 12 to 18 months. No further commentary on these instruments was provided in the current update, which focused solely on the director share issuance.

Implications of Shares Issued in Lieu of Cash for ImpediMed’s Cash Position

By issuing shares instead of cash to satisfy 15% of non-executive director fees for the June 2026 quarter, ImpediMed conserves cash that would otherwise have been paid out. Although the absolute cash saving is modest—reflecting 15% of quarterly director fees at a $0.006 share price—this approach aligns with a broader capital management strategy prioritising cash preservation.

The company did not disclose the total director fees for the quarter or the aggregate cash saved through this issuance. However, based on the 2,688,338 shares issued at $0.006 each (approximately AUD $16,130), this represents 15% of the non-executive director fee pool for the quarter. This implies a total quarterly non-executive director fee pool near AUD $107,533, though this figure is a derived estimate and not explicitly confirmed by the company.

Quotation Application and Ranking of Newly Issued Shares

ImpediMed lodged the application for quotation of the 2,688,338 new ordinary shares with the ASX on 3 July 2026, the same day as their issuance. The company confirmed these shares rank equally with existing ordinary shares in all respects from the issue date, entitling holders to identical voting rights, dividends, and shareholder privileges.

The new shares were added to the existing class of quoted securities, requiring no new ASX security code and making them immediately fungible with the current ordinary share pool. This standard procedure complied with secondary sale provisions under sections 707(3) and 1012C(6) of the Corporations Act, supported by an applicable ASIC instrument or class order.

Investor Considerations Following This Director Share Issuance

For investors monitoring ImpediMed, the quarterly issuance of shares under the Non-Executive Director Share Plan is unlikely to significantly impact the market on its own but highlights ongoing capital structure dynamics. With total quoted ordinary shares now at 3,662,493,691 and numerous outstanding options and warrants, the evolving share count is an important factor when assessing dilution risk.

Key upcoming milestones for investors include operational or clinical updates related to ImpediMed’s SOZO technology, future quarterly filings and financial results, and developments regarding the company’s large option positions as their expiry dates near. The immediate share price impact of this director share issuance was not publicly evident. Investors should consult ImpediMed’s latest financial reports and investor presentations for a comprehensive understanding of the company’s strategic and financial status.