Thalia Therapeutics Finalizes Sanmirna Acquisition and Secures AIM Listing After Shareholder Approval on July 17, 2026

Sanmirna Therapeutics Acquisition Completed Following AGM Approval

Thalia Therapeutics announced the completion of its acquisition of Sanmirna Therapeutics Inc after all resolutions passed at the AGM held on 17 July 2026. This acquisition marks a significant advancement for Thalia, expanding its therapeutic pipeline and strengthening its RNA therapeutics development capabilities. The transaction was dependent on shareholder approval and satisfaction of all conditions precedent, both of which have now been met, enabling the enlarged group to proceed with integration.

For the acquisition, Thalia issued 485,107,215 new ordinary shares to Sanmirna's vendors along with a convertible loan note worth a3764,357. Vendor shareholding in the enlarged company is capped at 29.9% of the issued share capital, including new fundraise and initial consideration shares, safeguarding existing shareholders' stakes. These shares are subject to a 12-month lock-in from AIM admission, followed by a 12-month orderly market agreement to ensure price stability during integration.

Shareholders Show Overwhelming Support for Acquisition and Fundraising

Shareholder approval was demonstrated by the passage of Ordinary Resolution 9, authorising the Sanmirna acquisition, which received 365,191,821 votes in favour (99.89%) and only 415,637 votes against (0.11%). Total votes cast were 365,607,458 with 59,747 votes withheld, reflecting strong investor confidence in the acquisition's strategic benefits.

Similarly, Ordinary Resolution 10, approving borrowing powers related to convertible loan notes, passed with 365,133,653 votes in favour (99.88%) and 448,498 against (0.12%). All 12 AGM resolutions passed, including re-election of directors Luke Cairns, Alastair Smith, Chris Britten, and Michael Palfreyman, election of new directors David Solomon and Edward Wardle, and appointment of Gravita Audit II Limited as auditor with 99.88% support.

a32.75 Million Fundraising Completed to Support Growth

Alongside the acquisition, Thalia raised a32.75 million via placing and subscription of 458,333,333 new ordinary shares. This comprised 375,833,332 shares issued under existing authorities and 82,500,001 shares conditional on AGM resolutions passing. Of the latter, 29,166,667 shares were allocated to NLC Health Impact Fund Cooperatof U.A. This fundraising significantly boosts Thalia's capital base to support Sanmirna integration and advancement of its combined therapeutic pipeline.

The fundraising, announced on 24 June 2026, forms part of the transaction structure agreed with vendors and approved by shareholders. The capital provides financial flexibility to advance clinical-stage programmes such as miRisten, a microRNA therapeutic for acute myeloid leukaemia, and a preclinical bispecific siRNA programme targeting atherosclerotic cardiovascular disease.

AIM Admission Set for 20 July 2026 with Expanded Share Capital

Thalia has applied for admission of both initial consideration shares and second fundraise shares to AIM, with trading expected to start on 20 July 2026. Post-admission, the enlarged issued share capital will total 1,775,720,897 ordinary shares, which shareholders should use as the denominator for calculating FCA Disclosure Guidance and Transparency Rules notification thresholds. The enlarged share base reflects dilution from the acquisition and fundraising, marking a significant increase from the pre-acquisition share count.

This AIM admission marks a pivotal moment as Thalia transitions to a larger entity with expanded therapeutic assets. Market participants will monitor initial trading closely, with lock-in and orderly market arrangements providing price stability despite increased share supply.

Thalia's RNA Therapeutics Pipeline and Focus Areas

Thalia Therapeutics specialises in innovative RNA-based therapeutics and delivery technologies targeting oncology and cardiovascular diseases. Its pipeline includes validated therapeutic targets aimed at addressing unmet medical needs by silencing or modifying disease-causing genes.

The clinical-stage miRisten programme targets acute myeloid leukaemia, a challenging haematological cancer with limited treatments. The preclinical bispecific siRNA programme aims to provide long-acting treatment for atherosclerotic cardiovascular disease by addressing two independent cardiovascular risk drivers. Thalia's proprietary Nuvecae delivery technology addresses key RNA delivery challenges, offering targeted and scalable solutions that differentiate it in the competitive RNA therapeutics field.

Sanmirna Acquisition Enhances Pipeline and Capabilities

The Sanmirna Therapeutics acquisition strategically expands Thalia's therapeutic capabilities and pipeline diversity. While specific Sanmirna programmes were not disclosed, the transaction is presented as value-accretive and aligned with Thalia's long-term strategy. Integration is expected to create synergies in R&D, regulatory pathways, and manufacturing.

The acquisition structure caps vendor shareholding at 29.9% with lock-in provisions, protecting existing shareholders' control and economic interests. Issuing shares rather than cash or debt reflects Thalia's current financial strategy and resource limitations.

Vendor Shareholding Limits and Lock-in Protect Shareholders

Vendor holdings, combining initial consideration and fundraise shares, are capped at 29.9% of the enlarged issued share capital to prevent blocking stakes or majority control, adhering to UK takeover and FCA regulations. This threshold avoids triggering mandatory takeover offers.

All vendor shares are subject to a 12-month lock-in post-AIM admission, followed by a 12-month orderly market agreement allowing controlled sales. This 24-month restriction period ensures vendors remain committed shareholders and mitigates sudden selling pressure, protecting existing investors.

FCA Disclosure Rules and Shareholder Notification Obligations

Following AIM admission, the enlarged share capital of 1,775,720,897 ordinary shares will serve as the basis for shareholders to assess their notification obligations under FCA Disclosure Guidance and Transparency Rules. These rules require notifications at thresholds including 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75%, and 90% ownership.

The capital increase dilutes existing holdings, potentially affecting notification thresholds. Shareholders should reassess their stakes and seek independent professional advice to ensure compliance, as failure to notify can lead to regulatory enforcement.

Integration Plans and Future Outlook for Thalia Therapeutics

Following the acquisition completion and AIM admission on 20 July 2026, Thalia will begin integrating Sanmirna's operations. Details on integration timelines, organisational changes, and milestones have not yet been disclosed. Investors will look for updates on synergies, cost savings, and impacts on development schedules.

The AGM-approved appointments of David Solomon and Edward Wardle to the board reflect a refreshed leadership aligned with the enlarged group's scope. CEO Dr David H Solomon will lead the integration phase. Market watchers anticipate further announcements on strategic priorities, pipeline progress, key catalysts, and financial guidance. Thalia plans to provide ongoing updates via investor relations and regulatory channels.