Download a copy of the AGM 2024 presentation deck HERE.
AGM 2024 Video Transcript:
Good morning, ladies and gentlemen. My name is Robert Crew and as Chair of Imagined Biosystems Limited, it’s my pleasure to welcome you to the annual General Meeting of A Mind Imagined Biosystems. In accordance to the company’s constitution, this meeting will be held as a hybrid meeting whereby shareholders and their representatives can attend the meeting either in person or virtually. We may experience some let some time lag and this may cause some delay in your questions or comments coming to our attention. If your experience any technical issues, please call +610 280750100 for assistance.
As the time is now 10:00 AM Eastern Australia time, the Company has complied with the relevant requirements for convening this meeting and A and a quorum is present. I formally declare the meeting open. I am joined today by two of my fellow directors, Mr Michael Harsh, a non Executive Director and Mr Mark Van Asten, also a non Executive Director. I would also like to introduce our recently appointed company Secretary, Melanie Lyden and Kevin Kurtz from the company’s share registry boardroom. In addition, we have Billy Chan that companies external auditors joining us virtually. I will now hand to our company secretary to take us through the format of the meeting.
(1:17)
Thank you. The notice of meeting has been given an in accordance with the company’s constitution and copies are available for you on the company’s website and on the ASX market announcements platform. Unless there are any objections, I intend to take the notice of meeting and attach explanatory statement sent to the shareholders as read. The format of today’s meeting will be a Q&A and voting procedure overview followed by a brief address from the Executive Chair. We will then proceed with the formal business for today’s meeting. Shareholders will be able to participate and view a live webcast of the meeting, ask questions and cast direct votes at the appropriate time.
Whilst the meeting is in progress, Shareholders will be able to participate, ask questions and cast votes at the appropriate time as notified in the Notice of meeting. All votes will be conducted by poll. With regards to the poll procedure, we will open poll voting shortly so that your votes can be cast during the formal business section of the meeting. For those proxy holders, shareholders and authorised corporate representatives who have not yet voted prior to the meeting, please cast your votes on each of the resolutions when the poll is open. We have two sets of instructions, once for voting in person and ones for voting in line are given. We have no voting shareholders in the room. I will just move to the online.
Our online voting instructions are as follows. Shortly, I’ll declare the open open on all items of business on behalf of the chair and if you are eligible and new voting tab will appear. Selecting this tab will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. Your vote is automatically recorded. There is no need to press the submit or an enter button. It is important to note that if you have lodged a proxy form and voted prior to the meeting, you do not need to vote again at this meeting unless she wished to change her proxy instruction where the Chair has been appointed proxy on behalf of the shareholder. Robert Prolo, as the Chair of the meeting, intends to be voting these in favour of all of the resolutions.
The online text questions. To ask a question, select Select the Messaging tab at the top of the Lumi platform. Type your questions in the box towards the top of the page and press the arrow symbol to send a copy of your submitted questions, along with any written response from our meeting team can be viewed by selecting My Messages. For our audio questions, click the Request to Speak button in the broadcast window. The audio questions interface will now display. You’ll be prompted to confirm your name and enter the topic of your question. Submit your details and select Join queue to be connected. If prompted, select Allow in the pop up to grant access to the microphone. I’ll now hand back to the chair for his chair address.
Chairman’s Address: Chairman, Robert Proulx
(4:00)
Thank you, Melanie. Again, I’d like to welcome all of you to Imagine Biosystems Annual General Meeting for the financial year 31 December 2023. I feel it’s important to make a few remarks about last year and what has transpired so far this year.
Imagion entered 2023 with optimism having reported positive results of our first phase one study at the end of 2022. The scientific momentum continued early in 2023 when we received corroborating evaluations by a panel of independent radiologists indicating that the potential clinical utility of our magnificence technology was there.
By mid year, we were on track to complete the study and had begun work towards the filing for a phase two study in the United States. Additionally, we had advanced our prostate cancer and ovarian cancer agents to the point where they too could be ready to enter the clinic. We believe that with the clinical data in hand and a robust portfolio of prospective products to support our business model, the time is right to bring in new management to continue to forge our path forward.
Unfortunately, the prolonged downturn of the Australian capital markets in 2023 and in particular within the biotech sector, had a doubly negative impact on our financial health. New investments in biotech were few and far between and despite reporting positive progress with our technology, our share price eroded. The financial instrument we had put in place with Mercer St Capital was intended to be a support tool and not the vehicle by which we would finance the business. And by third quarter, we found it necessary to begin pairing back our operations and cutting costs.
We ended 2023 with good scientific and technical results, but in poor financial health since the company had not managed to secure additional financing. With the unexpected departure of the new CEO in January, I resumed managerial responsibility and immediately took drastic measures to further reduce costs and restructure the company.
With the with the cooperation of two of our key customers, we were able to generate sufficient revenue in the first four months of this year to give us some time to develop a plan for what I call imagine 2.0 as a leaner restructured company.
What that means is that going forward, we will operate largely as a virtual entity. We’ve eliminated all fixed costs except those essential to remaining compliant with the Corporations Act and our ASX listing, but we cannot create shareholder value if we sit and do nothing. Although as of today the company has limited financial resources, we have valuable intellectual property and credible scientific data, including a significant amount of work that had already been accomplished in 2023 towards the breast cancer phase two study.
Our job now is to monetize the assets we have we have and return value to our shareholders and everyone that has worked to help us achieve what we have to date. We believe that the best way to do that is to resume the programme and bring our lead imaging agent for breast cancer to the FDA under the restructured Mansion 2.0. We will be using contractors and consultants rather than adding employees and management matching our burn rate to the availability of funds on a pay as you go basis. And while I believe we have always been prudent and judicious in the use of our cash for example, that have never been any cash incentives for management and our Board of directors has always been compensated at below market rates often forgoing pay even as long as far back as the fourth quarter of last year. We will take this opportunity to pare back and use performance based equity compensation to be more closely aligned with our shareholders.
To fund the work we have in front of us, we will we will need to bring in capital. Mercer St Capital remains supportive of the company and believes in the underlying value of the technology. They have expressed a willingness to restructure the existing facility and to further invest, but as before, it would not be prudent to solely rely on debt financing. We anticipate coming out of a trading hall our trading halt in early June and will therefore be looking to raise capital in the equity markets in the coming months in conjunction with restructured additional financing from Mercer.
Before concluding my remarks, I’d like to remind our shareholders an interested investors to keep your eye on the prize. Our Magic Sense technology is the first of its kind breakthrough in medical imaging and can change the way Dr C cancer. There are 10’s of thousands of MRI scanners already in use throughout the world that are maximised imaging tests can be run on combined. This makes a compelling business opportunity, one we think strategic partners will be interested in.
As evidence of that, we only have to look at the recent acquisition of Endo Magnetics for $300 million made by Whole Logic, a powerhouse in ultrasound and medical imaging. Endo Magnetics products was also an iron oxide nanoparticle nanoparticle, but it’s not used for imaging. It’s only used to augment surgical procedures.
We believe that the business plan we have always had of investing in the technology to achieve meaningful milestones will result in attracting strategic partnerships and meaningful shareholder value. The reimagined Imagined 2.0 aims to achieve that.
In closing, I’d like to acknowledge that the start of 2024 has been difficult on our shareholders and creditors, but I believe there is a path forward and I hope to continue to have your support. I’ll turn it over to Melanie for the formal business.
Formal Business: Company Secretary, Melanie Leydin
(9:08)
Great, thank you. And there will be opportunities for questions as we go through the resolutions and also at the end. So if you have any questions, please put them through the ***** platform. I will now move into the formal business of today’s meeting. If you have a question at anytime on any of the items of business, please follow the questions process which we previously outlined. The poll will remain open for an additional time after we’ve considered all the resolutions. I now declare the poll open. The first item of business is to receive and consider the financial report of the Company, together with the Directors Report and the Orders Report for the financial year ended 31 December 2023. These items are contained in the Annual report, so I’ll ask that they be taken as read. The annual report is available on the ASX Announcement platform or on the Company’s website. The Corporations Act requires the accounts and reports to be put before shareholders at the Annual General Meeting. However, except to set out in resolution one, which is to be considered later, there is no requirement for a vote of members to be taken on them.
No written questions to the auditors were received by the cutoff date five business days before the meeting.
Questions may be directed through myself to the auditor in relation to the conduct of the audit, the audit report, the companies accounting policies, or the independence of the auditor. If you have any questions on this item of business, please follow the questions process.
And I’m just looking to see if there’s any questions that have come through on this matter or on the operations and nothing has come through the platform as yet. So I will move on as this matter does not require a vote.
I now refer to resolution one, which is to consider the adoption of the remuneration report forming part of the Directors Report for the financial year ended 31 December 2023, the Remuneration Report as set out in the Directors Report and the Company’s 2023 Annual Report, and it sets out the Company’s remuneration arrangements for the directors and key management personnel of the Company. The vote on this resolution is advisory only and does not bind the directors or the Company. The following proxy votes have been received for Resolution One and are outlined in the presentation in favour 43.03% against 46.53% and open votes of 10.44%. I move that shareholders consider an if thought fit past the ordinary resolution.
I’ll just pause for any questions or comments.
Thank you. There’s nothing coming through the platform either. I now refer to resolution two, which relates to the reelection of Mr Michael Harsh as the Director of the company. Mr Harsher’s profile has been provided on Page Six of the notice of meeting and the following proxy votes have been received for resolution two and are outlined in the presentation in favour 51.73% against 38.02% and open 10.25%. I move that shareholders consider and if thought fit past the ordinary resolution, just pause for questions.
No questions at this stage. I now refer to resolution 3 which relates to the reelection and Mr Mark Van Asten as the Director of the Company. Mr Van Asten’s profile has been provided on page seven of the Notice of meeting. The following proxy votes have been received for resolution three and are outlined in your presentation. In favour 50.82% against 9.6% open 9.58%. I move that shareholders consider any thought fit past the ordinary resolution.
Actually over those percentage is incorrect. Against is 39.6%.
Are there any questions or comments on this resolution? I’ll just pause for a moment, nothing coming through. So I’ll move on to the next one.
I now refer refer you to the final item of business, Resolution 4, which is conditional resolution upon at least 25% of the votes cast for resolution one being against the adoption of the 2023 remuneration report. I note that the shareholders are asked to consider this resolution at today’s meeting. However, if fewer than 25% of the votes cast on resolution one are against adopting the remuneration port, there’ll be no second strike and the voting results resolution four would not be considered at the AGM.
The proxies received for this item of business are outlined in the presentation in favour 50.34% against 36.97% and open 12.69%. I move that shareholders consider and if thought fit past the ordinary resolution.
I’ll just pause for any questions on this resolution.
Nothing’s come through. That concludes the formal resolutions for today. We’ll go to any shareholder questions on operations or the resolutions we’ll just leave open.
So there’s nothing coming through the platform and there’s nothing in the room here. So that will I’ll conclude the Q&A session for the formal part of the meeting and we’ll just now provide the shareholders with an additional 30 seconds for poll voting.
Thank you, everyone. As the additional time is up, I now declare the poll closed. As the poll is now closed and there is no further business to be brought forward at this meeting, I declare the meeting closed. The provisional results of voting are now displayed on screen and these indicate that these will be verified and released to the ASX later today. We thank you for your attendance and we look forward to your continued support.
Thank you.
Download a copy of the AGM 2024 presentation deck HERE.
