Imugene amends CVI convertible notes and issues new warrants

Imugene Limited (ASX:IMU), a clinical stage cell therapy company, said on 21 August 2026 that it had entered into a Deed of Amendment and Redemption, a Subscription Agreement and a Warrant Deed Poll with CVI Investments, Inc. The agreements amend its existing convertible notes and add new convertible notes and new warrants for CVI. The company says the changes are expected to give it additional financial flexibility and improved cash flow management throughout the term of the notes. The release was authorised by the Executive Chairman, and it names no placement agent, underwriter or adviser.

What changes in the old notes

A$2.1 million of the existing convertible notes will be redeemed and cancelled on 21 August 2026 and replaced by a new issue of A$2.1 million of senior, unsecured, zero-coupon convertible notes. The remaining existing notes will amortise in five equal instalments and may be redeemed by the company before maturity, subject to conditions. The company says all other terms of the existing notes stay the same. The announcement's opening summary does not state the size of the remaining existing balance.

Terms of the new notes

The new notes bear no interest and mature on 24 January 2030. CVI may convert them into shares at any time from the issue date, in lots of five or more notes. The initial conversion price is A$0.0664, which is 80% of a reference price of $0.083, the closing price of Imugene shares on the ASX on the trading day before the announcement.

The conversion price does not stay fixed. On each three-month date after the issue date, and at maturity, it resets to the lower of the prevailing price and 90% of the current market price, down to a floor of 60% of the initial conversion price. If Imugene issues equity securities below the prevailing conversion price, the conversion price drops to that issue price, again subject to the floor. A falling share price therefore means more shares for the same face value. The number of shares on conversion is the outstanding face value divided by the conversion price.

Starting three months after the issue date, the new notes amortise in four equal quarterly instalments.

The new warrants

The notes come with unlisted new warrants that could raise up to a further $1.68 million if exercised. The warrants mature on 24 January 2030 unless redeemed earlier, with an exercise price of 80% of the reference price, or as later adjusted. Under the warrant terms, and subject to the ASX Listing Rules, CVI can elect to receive specified redemption payments if there is a change of control of Imugene or certain events of default occur.

Approvals and conditions

The shares behind the new notes and warrants will be issued under Imugene's existing ASX Listing Rule 7.1 capacity, so shareholder approval is not required. The amendment, the redemption, the new notes and the warrants depend on conditions precedent that must be satisfied or waived. They include no material adverse effect on Imugene's ability to meet its obligations under the new notes, warrants or subscription agreement, or on its business, property, financial condition, financial performance or prospects, up to the issue date.

The investor and the company

CVI is an investment entity managed by Heights Capital Management, Inc., an investment arm of Susquehanna International Group, LLP. The release says Heights has been investing in biotech, healthcare, engineering, technology and other sectors since 1996.

Imugene says it is developing an allogeneic CAR T cell therapy for blood cancers. Its lead asset is azer-cel, or azercabtagene zapreleucel, an off-the-shelf therapy that targets CD19. The company's description asserts a growing body of clinical evidence but gives no trial data.

Report an error

Companies in this story

IMUImugene LtdASX · AustraliaOpen the starter desk