EGM 13 November 2023 Video transcript:
Welcome and thanks for joining us. Both those joining virtually and those in person. As the time is now 10:01 a.m. We will now start the broadcast for our online attendees. Ladies and gentlemen, I’ve been informed that there’s a quorum present. At this time I declare the extraordinary general meeting of Imagion Biosystems Limited open and welcome you to this physical and virtual meeting this morning.
My name is Bob Proulx, the Chairman of Imagion Biosystems. And I would like to thank you for your interest in support of the company. Although I can’t be in Australia this time around, I’m delighted to join my fellow directors and colleagues to host this meeting as a hybrid forum. Our EGM is being held in the lands of the Wurundjeri people, and I wish to acknowledge them as traditional owners.
I would also like to pay my respects to their elders, both past and present. I would now like to introduce the other members of the board, Mark Van Asten, Jovanka Naumoska, and David Ludvigson, joining me online. Mike Harsh is having some technical difficulties, but he will try to join. And Diane Angus, who is in person at Melbourne.
Also joining us virtually is our CEO, Dr. Isaac Bright. While our CFO and company secretary, Geoff Hollis, is present in Melbourne. Given this is again a hybrid meeting, I just want to run over some housekeeping matters before we commence the formal meeting. At this meeting there will be six items of business, including six resolutions.
Each resolution will be proposed and voted on as a simple majority to be carried except for item six, that is resolution six. Which is a special resolution in order for resolution six to be passed, at least 75 percent of votes validly cast by shareholders on the resolutions must be in favor. Today’s meeting is being held physically in Melbourne and online via the Lumi platform.
This allows shareholders, proxies and guests to attend the meeting, either physically or virtually. All attendees can watch a live broadcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Online attendees can submit questions at any time. To ask a written question, select the messaging tab at the top of the Lumi platform.
Type your question 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 responses from our meeting team, can be viewed by selecting My Messages. Ask your question verbally, pause the broadcast on the Lumi platform, and then click on the Request to Speak button.
The audio questions interface will be displayed. You will be prompted to confirm your name and enter the topic of your question. Submit your request and follow the instructions to allow access to your microphone and connect to the queue. Please note that while you submit questions, you can submit questions starting now.
I will not address them until the relevant time in the meeting. I will also address any questions from those physically in attendance. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, they may be combined together. Finally, due to time constraints, we may run out of time to answer all of your questions.
If this happens, we will answer them in due course. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. At that time, if you are eligible to vote at this meeting, a 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. There’s no need to hit a submit button or an end button, as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed.
With that, I now declare voting open on all items of business. The voting tab will soon appear on your screen. Please submit your votes at any time. I will give you a warning before I move to close voting. At this time, I’d like to make a few opening remarks. Firstly, I’d like to acknowledge that this is Dr.
Bright’s first shareholder meeting since joining us midyear as CEO, and we are pleased to welcome him to our shareholder community. As everyone knows, the capital markets have been difficult this year, but the company, with Dr. Bright’s leadership, has continued to make progress despite the market challenges.
Management, in cooperation with the board, has taken active steps to maintain the momentum of the company while operating with fiscal constraints. All the resolutions being put before our shareholders today relate to exercising fiscal prudence while positioning the company to be able to adequately fund and manage the business going forward.
We appreciate our shareholders consideration of these resolutions and your support for our business. And now I’d like to invite Dr. Bright to provide an update on recent business activities and our vision for future success.
Next slide, please.
So I’m happy to share with all of our shareholder communities a bit of what we’ve been sharing with prospective new investors. As you’ll see, these are all pages from our investor deck up in summary. What we have created at Imagion is the world’s 1st mover to enable molecular MRI, and we’ve done this with a novel platform that we call mag sense, which allows physicians for the 1st time to visualize distinctly tumors and metastases using basic MRI instruments.
Globally available. We’ve advanced our lead program MagSense HER2 imaging agent through a phase one study at four sites in Australia and announced results top line results earlier in the month, last month and going forward. We have a number of compelling and late stage MagSense programs within our pipeline that will continue to advance overall.
Imagion is positioned as again, the global 1st mover that can now change the way we look at cancer by using MRI to magnetically tag. Tumors specifically. Next slide. Our MagSense HER2 imaging agent is indicated for detection of HER2 positive breast cancer. And what you see on the right is a glimpse of what our radiologists see when they read the scans of.
patients that have been dosed with our drug. What you’ll notice is on the post dose image in the bottom panel, a large darkening cortical mass that turns into a speckling collection as you move through the hilum of that axillary lymph node that’s highlighted. This is the hallmark that indicates we have a tumor that’s invaded that lymph node and allows radiologists now, for the first time, non invasively to definitively call metastatic disease relative to normal lymphatic drainage.
We’ve completed 13 patients in this phase one study at four sites, and all of them reported that the drug was well tolerated without any serious drug related adverse events. We also took the chance to evaluate exploratory endpoints characterize what we could about how the drug performed. And in these 13 patients, we wound up with eight patients that gave us interpretable MRI data.
tHe other five had common MRI susceptibility failures. Or the cancer was so invasive that it disrupted normal lymphatic drainage so that the drug could not get to the lymph nodes that we scanned. Of the eight interpretable patients, though, we were able to identify with full concordance between blinded radiologist interpretation and the surgical pathology that was removed from these patients, both benign and malignant nodes in seven out of eight patients.
This was not a statistically powered test study to evaluate the clinical performance, but it sure is a compelling trend that shows we have a great opportunity to now enable molecular MRI again for the first time in the world. Next slide. Importantly. This drug allows physicians not only to call metastatic disease as you just saw, but also to identify normal lymphatic drainage and help healthy immunology that’s happening within the lymph nodes.
What you’ll see in the top 2 panels are before our, our MagSense HER2 imaging agent is dosed in any of these patients. And again, you’ll see in both of these patients, axillary lymph nodes that radiologists would identify as. Large, oddly shaped, maybe fluid surrounding it. Something that warrants more investigation, maybe a biopsy but something that would be invasive and more cost, more costly and time consuming for the health care system and for these patients that are desperately in need of getting the tumors out and getting tumors treated to manage their disease and improve their outcome.
With MagSense HER2 imaging agents, what you see in the post dose panels on the bottom is on the bottom left, you have a lymphatic system that has drained the drug directly to the lymph node, and the entire lymph node has homogenously become very blackened. This is a hallmark of normal lymphatic drainage.
And the normal process of immunology where macrophages and other atrogen presenting cells are consuming the drug and presenting it throughout the germinal centers in the lymph nodes that distributes this blackening of the lymph node throughout. And we have a very clear sense then that’s a normal lymph node on the bottom, right?
This is a distinct pattern where, again, you see the. Cortical darkening around the top of the node and then a speckling throughout the hilum. This is again, pathognomonic that indicates we have tumor that’s invaded this lymph node. And again, it’s the first time now physicians can see and make that distinction between metastatic disease.
And the nine disease in these patients without any exposure to ionizing radiation and with a simple MRI scan. Next slide.
We believe that we have a really unique opportunity with a market that’s pretty highly consolidated, but very active for dealmaking. This is informing the new strategy that we’ve announced early last month, where we are focused on discovering and development of MagSense products. And rapid collaboration and partnership to enable continued advancement of the technology and access to novel MagSense drugs.
GE, Bayer, and Bracco dominate this market with a total of 75 percent of the revenue that’s delivered. Importantly, this is a space that For actually almost seven years now, the FDA has been pushing for the industry to get away from gadolinium based contrast agents. These are known to cause some incidents of renal cellular toxicity, even real failure.
And we have a unique platform within MagSense, leveraging our super paramagnetic iron oxide nanoparticles that are safe and are really a fantastic alternative. To gadolinium for clear visualization in MRI scans. Without any exposure to renal toxicity. Importantly, we see this as great step to now redefine the category of molecular imaging, where we can push molecular MRI to the state of the art.
MRI is already more than four times the global footprint installed base of PET scanners, which is the leading modality for molecular imaging right now. Importantly, the drugs that are delivered. For Pat scanning include a number of ionizing radiation, ionizing radiation isotopes, which are very hard to manage throughout the supply chain and very hard to manage through clinical implementation.
So, we see a great opportunity to drive forward our differentiated MagSense platform for MRI, molecular MRI, which should become the mainstay in molecular imaging going forward. Next slide, please. As I mentioned in this space, we are playing with some world class companies. We are definitely the David amongst the Goliaths in this space, which is exciting because we have something none of them do.
We’re the 1st mover to deliver molecular MRI. And so though we’re young, we’re mighty with a differentiated capability amongst this competitive landscape. And again, this is a landscape where the notion of innovation is. Thank you. Not quite the level of science that we’ve delivered in MagSense in the platform.
And going forward, we’ll have an opportunity to prove that in partnership likely with some of these players or some spec pharma companies that compete all told we’re in a very promising position looking at an opportunity to disrupt this landscape for MRI contrast agents, driving MRI contrasts to molecularly tagged tumor cells.
Going forward. Next slide. So our, our business model now is focused explicitly on MagSense partnerships where the broad portfolio of MagSense products that we’ve started to develop will be driven forward through out license and collaboration efforts. We have a core competency and discovery and development to these drugs.
We recognize that broadly throughout the biotechnology ecosystem. Next slide. Collaboration means the world you look at where biotechnology global incumbents are with regard to their pipeline assets. A number of them are in licensed or bought through M and a, we see the opportunity to start to build a cadence of partnerships as seminal to building value as we progress with the company.
Deals are not always massive right up front, but they’re meaningful for companies that are young and agile and disruptive like Imagion. And we look at the types of structures that will apply here. We expect to have. Hundreds of thousands, if not millions, low millions in the upfront opportunities with milestones.
That will register on clinical development, as well as commercialization and royalty rates that can get into the double digits. Importantly, again, my sense is disruptive, enabling for the 1st time, molecular MRI, whether that’s for primary diagnostic applications. For primary staging and treatment planning or for companion diagnostics in our most recently announced program with Prestige Biopharma targeting pancreatic cancer.
So, we’re really thrilled with where we’ve positioned MagSense, and we are out to market now with our 1st collaboration candidate MagSense HER2 imaging agent, where again, we’ve demonstrated a really compelling safety and very promising preliminary evidence of its performance. enabling the differentiation between metastatic disease and benign nodes in HER2 positive breast cancer patients.
Next slide. We’ve taken advantage of the fact that MagSense is built on superparamagnetic iron oxide nanoparticles. The nanoparticle business enables a number of other biomedical applications, including Hyperthermic ablation of solid tumor tissue, as we’ve partnered with the Israeli startup partner, new phase, which is listed there another application in the animal health vaccine business.
That’s yet to be announced, but we’re working on an agreement that we expect to announce soon. Most importantly, we build on top of the super paramagnetic iron oxide nanoparticles, the entire mag sense suite where we’re able to apply differentiated coatings. And targeting moieties that give us a range of applications to attack solid tumors and to make MRI more powerful.
The MagSense HER2 imaging agent is our first and flagship program, where again, we’ve completed phase 1 and are out to find partnerships in the immediate future. Behind that, we have a very compelling program targeting ovarian cancer, which uses the folate molecule to drive binding to the folate receptor alpha.
Thank you. which is overexpressed on more than 90 percent of ovarian cancers. A program targeting prostate cancer leverages PSMA, which is a common target for many of the prostate pet imaging agents as well. We’ll have advantages and complementarity there, we think, because MRI is positioned as the best soft tissue resolution imaging modality for Most solid tumors around the world.
So we’re excited about our positioning there. And, of course, as I mentioned, we recently announced in August our partnership with Prestige Biopharma focused on pancreatic cancer, where we’ve completed a lot of the discovery work and have some work to do as we continue to advance. But we expect we’ll announce some progress on that program next year as well.
Finally, we have a vast leveraging agent, which again has. Advanced through in vivo studies and will be eligible for partnering shortly. This entire pipeline is something that we can build in a very capital efficient way upon. We’ll have opportunities to identify new targets and drive discovery and development programs.
In partnerships with numerous entities, whether they’re imaging leaders now contrast agent companies already, or specialty pharma players, biotechnology companies that want to move into companion diagnostics, leveraging the Max’s platform. So, this is really a compelling platform and a lot of value that we can build upon with that.
I’ll turn it back to you, Geoff for any further comments or questions?
So thanks for sharing all that with our shareholders. Isaac, I think that’s it’s nice to see the updated tech and I’m sure they appreciate that. wIth that, I’d like to move on to the next slide for our first item. Resolution one. Thank you. The election of Dr. Isaac Bright as a director.
Item one is to consider and if thought fit to pass the following resolution as an ordinary resolution. That for the purposes of clause 14. 2 AI of the company’s constitution, and for all other purposes, Dr. Isaac Bright being eligible being elected as a director of the company, the directors of the company recommend that shareholders vote in favor of this resolution.
I report that the valid proxies received in advance of the meeting are displayed on the screen. Are there any questions or comments in relation to item one from the room? No, there aren’t. Any other questions, Geoff, coming in online? No, there aren’t in relation to this resolution. Okay. So now I remind you to register your online vote either for or against in relation to item one concerning the election of Dr.
Bright as a director. And we’ll move to item two. The resolution is the consolidation of capital of the company. Item two is to consider, and if thought fit, to pass the following resolution as an ordinary resolution. That for the purposes of Section 254H of the Corporations Act of 2001, ASX Listing Rules 7.
20 and 7. 22, and for all other purposes, the issued capital of the company being consolidated on the basis that every 40 shares on issue will be consolidated into one share, and where this consolidation results in a fraction of a share. The company would be authorized to round that fraction up to the nearest whole share with the consolidation to take effect in accordance with the timetable and otherwise on the terms and conditions described in the explanatory memorandum accompanying this notice.
The company currently has a large number of shares on issue, being over 1. 3 billion shares. As of the date of this notice, a consolidation will result in a more appropriate and effective capital structure for the company and is intended to result in a share price more appealing to a wider range of strategic partnerships and investments, including in the U.
S. A share consolidation can also potentially reduce share price volatility due to the resulting reduction in the number of shares traded. The potential reduction in share price volatility and the number of shares traded can also result in the potential to reduce liquidity. The Board believes that this consolidation of the company’s capital is in the best interest of shareholders.
The consolidation will theoretically increase a managed share price at the time that it takes effect by a factor of 40, subject to prevailing market conditions. It will also reduce the administrative burden, cost, and complexity of administering a capital base, which currently has over 1 billion ordinary shares on issue, and the directors of the company recommend the shareholders vote in favor of this resolution.
I report that the valid proxies received in advance of the meeting are displayed on screen and ask if there are any questions or comments in relation to item two from the room. There being no questions, Mr. Hollis. There’s one online question. It’s just a question, you know, regarding the consolidation, how it impacts the current convertible note facility we have with Mercer and any, you know, pricing limits they have within their deal.
And I can confirm that all of those are adjusted to ensure that arrangement retain can maintains a parity with what’s happening to other shareholders, i. e. being increased by a volume of 40. So that’s the only question and that’s the other clarity of all open shares and all terms related to the bursar are affected in the same way as the current ordinary shares in the consolidation.
Just 1 other question has come through. The 1 shareholder has come sort of raised the question that do we think that the 40 to 1 is a quite an aggressive proposal? Will it have an impact on the share price? I think you’ve touched on that, Bob. I might ask Isaac. Isaac, you’ve been pounding the pavement in New York and Hong Kong recently maybe just a very brief color on why we felt it’s important to do this.
Sure. So, you know, one of the things that I really want to make sure we have opportunities to capitalize on is the differentiated brand we’ll build because our technology is differentiated. Imagion is going to be a known as a global leader enabling a molecular MRI for the first time. And coming with that perception and partnership positioning, sorry.
Part of what we’ll want to focus on is. Not being a penny stock, having a sense of higher quality and more value and more value to unlock as we build the company and retire risk with our drug portfolio. So the conversation I’ve been having from both. And that’s the perspective and a partnership perspective have hinted towards the notion that man, that’s, you know, people look and learn about our company and the history and it’s something that’s surprising to see so many shares outstanding and a stock price that remains you know, around a penny.
So we’ll be excited to have opportunities to get out of that penny stock category, if you will, and build up from there with. A number of compelling opportunities that are coming to the floor. Thanks, Isaac. I confirm there’s no other questions. Thanks, Geoff. Thanks, Isaac. Appreciate that. I now remind attendees to register your online vote either for or against in relation to item 2 concerning the consolidation of capital of the company.
We can move to item three, which is resolution three, which is approval of the future issue of subsequent tranche convertible notes and subsequent tranche options to Mercer Street Global Opportunity Fund. Item three is to consider and if thought, if thought fit to pass the following resolution as an ordinary resolution.
That for the purposes of ASX listing rule 7. 1 and for all other purposes and for a period of three months from the date of this meeting, approval is given for the issue of up to 12, 650, 000 convertible notes and up to 690, 000, 000 options in the company, subject to adjustment if the consolidation is approved under Resolution 2 to Mercer Street Global Opportunity Fund, LLC, on the terms and conditions more particularly described in the explanatory memorandum accompanying this notice.
There is a voting exclusion on this resolution. Mercer Street Global Opportunities Fund or their associates must not vote on this resolution. Any funds raised under this facility will be utilized to continue preparing the company’s MagSense HER2 breast cancer imaging agent for the next phase of clinical development, including submission of an IND with the U.
S. FDA in 2024. However, the company does not anticipate fully utilizing this facility. The directors of the company recommend that shareholders vote in favor of this resolution, and I report that the valid proxies received in advance of the meeting are displayed on the screen. Are there any questions or comments in relation to item three from within the room?
No, Bob, there aren’t. And is any online? No, they’re not. Okay, thank you. And so now I remind you to register your your online vote either for or against in relation to item three concerning the approval of the future issue of subsequent tronch subsequent tronch convertible notes and subsequent tronch options to Mercer Street Global Opportunity Fund.
Item four, please. Resolution four, the approval of the issue of options to directors. Item four is to consider, and if thought fit, to pass the following resolution as an ordinary resolution. That for the purposes of ASX Listing Rule 10. 14, and for all other purposes, approval is given for the issue of 19, 500, 000 options, subject to adjustment if consolidation is approved under Resolution 2, to the directors of the company under the Employee Incentive Plan.
On the terms and conditions more particularly described in the explanatory memorandum accompanying this notice. There is a voting exclusion on this resolution. Any directors or their associates must not vote on this resolution. The proposed issue of options will inform an important part of the director’s remuneration package.
To preserve cash resources of the company, the directors have not received a remuneration increase since 1 July 2021. However, consistent with incentivizing performance, keeping with industry benchmarks in awarding remuneration, and importantly, aligning director and shareholder interests, the company proposes the issue of options to directors that includes the setting of escalating share price targets as hurdles.
Accordingly, only upon the achievement of substantive improvement in share price will the options be realized. The directors of the company recommend that shareholders vote in favor of this resolution, and I report that the valid proxies received in advance of the meeting are displayed on the screen.
Are there any questions or comments in relation to item four from within the room or online?
No, Bob, there are none. Thank you, Geoff. And again, I now remind you to register your online vote either for or against in relation to item four concerning the approval of issue of options to directors. Please move on to item five. Resolution 5 is approval of the issue of options to Dr. Isaac Bright. Item 5 is to consider, and if thought fit, to pass the following resolution as an ordinary resolution.
That, subject to the passing of Resolution 1, for the purposes of ASX Listing Rule 10. 14, and for all other purposes, approval is given for the issue of 45 million options. Subject to the adjustment, if the consolidation is approved under Resolution 2, to Dr. Isaac Bright under the Employee Incentive Plan, on the terms and conditions or particularly described in the explanatory memorandum accompanying this notice.
There is a voting exclusion on this resolution. Dr. Bright or their associates must not vote on this resolution. The directors of the company recommend that shareholders vote in favor of this resolution, and I report that the valid proxies received in advance of the meeting are displayed on the screen.
Are there any questions or comments in relation to item five from within the room or online? No, they’re on hold. Thank you, Geoff. And again, I now remind you to register your online vote either for or against in relation to item five concerning the approval of the issue of options to Dr. Isaac Bright.
Item six, please. Thank you. Resolution six, the adoption of a new constitution. Item six is to consider, and if thought fit, to pass the following resolution as a special resolution. For the purposes of section 1 3 6, subsection two of the Corporations Act, and for all other purposes, clause 23.6 D of the company’s constitution is amended by deleting the figures 10% and replacing them with 15%.
As further detailed in the explanatory memorandum accompanying this notice item six is a special resolution. Accordingly, at least 75 percent of votes cast by shareholders present and eligible to vote, in person or by proxy, at the meeting must be in favor of this resolution for it to be passed.
Increasing the issue cap percentage of the employee incentive plan from 10 percent to 15 percent will enable the company to effectively incentivize, align, and retain its directors, executives, and employees, which play a key role in delivering shareholder value. The directors of the company recommend that shareholders vote in favor of this resolution.
I report that the valid proxies received in advance of the meeting are displayed on the screen and ask if there are any questions or comments from within the room or are coming in from online. No, there are no questions. Thank you, Geoff. And again, I now remind you to register your online vote either for or against in relation to item six concerning the adoption of a new constitution.
Last slide. That brings us to the end of our formal business. I now ask you to complete your voting paper and to place it in one of the ballot boxes. And for those joining us virtually, please note that online voting will remain open for a further two minutes, and I will then formally close the meeting.
The results of the poll will be notified to the ASX and put on the company’s website later today. Are there any further questions from those in the room? And are there further questions to document online? No, there aren’t any further questions, Bob. Okay. Well, we haven’t but another minute to wait for the polling to close.
So I’ll just make a small closing remark. Very appreciative of our shareholders participating in the meeting and the support they’re showing for the company and very enthusiastic about Dr Bright’s leadership and what he’s been doing for the company. Been on the road a lot. He’s making good progress with our ability to be in touch with prospective partners, as we talked about for a long time.
And with the proof that we’re getting from our clinical studies and the work that the team is doing under his leadership to develop the pipeline further, we’re very optimistic about where this will lead for the company. And so again, very much appreciate shareholders and their support. And with that, I’ll confirm that voting is now closed and thank everyone and all the shareholders for their support.
And the meeting is now closed.