Result of AGM and Completion of Acquisition

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 Sanmirna Therapeutics, Inc.	365,191,821	99.89%	415,637	0.11%	365,607,458	59,747
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: [phone]
Turner Pope Investments (TPI) Limited Joint Broker Andy Thacker/Guy McDougall	Tel: [phone]
Northstar Communications Limited Investor relations and Communications Sarah Hollins Cohesion Bureau Investor relations and Communications Mary-Ann Chang	Tel: [phone] Tel: [phone]

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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