Thalia Therapeutics - Result of AGM and Completion of Acquisition
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Released
Announcement PDF
RNS Number : 8429M
Thalia Therapeutics PLC
17 July 2026
17 July 2026
Thalia Therapeutics plc
("Thalia" or the "Company")
Result of AGM and Completion of Acquisition
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
365,191,821 99.89% 415,637 0.11% 365,607,458 59,747
Sanmirna
Therapeutics, Inc.
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.
- Ends -
For more information please contact:
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
About Thalia Therapeutics plc
Thalia Therapeutics is a clinical-stage biotechnology company developing innovative RNA-based therapeutics and
delivery technologies across oncology and cardiovascular disease. With a growing, differentiated pipeline, de-
risked by validated therapeutic targets, we aim to treat disease at its source by silencing or modifying the genes
that cause or contribute to it.
Our clinical-stage programme miRisten is a microRNA therapeutic in development for Acute Myeloid Leukaemia
(AML). Alongside this, our preclinical bispecific siRNA programme is being developed as a potentially long-acting
treatment for atherosclerotic cardiovascular disease by addressing two independent drivers of cardiovascular risk.
Our proprietary delivery technology, Nuvec®, offers the potential to overcome the fundamental challenges of RNA
delivery, enabling targeted, scalable RNA therapeutics.
For further information visit www.thaliatx.com
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