Chimeric Therapeutics : Prospectus

For personal use only

Prospectus

Chimeric Therapeutics Limited ACN 638 835 828

Accelerated non-renounceable pro rata entitlement offer of 1 New Share for

every 3.15 Existing Shares (and one New Option for every New Share issued) at an offer price of $0.17 per New Share to raise approximately $18.1 million (before the exercise of any New Options)

The Retail Entitlement Offer closes at 5.00pm (Sydney time) on Friday, 11 March 2022

If you are an Eligible Shareholder, this is an important document that requires your

immediate attention. It should be read in its entirety. If, after reading this document, you have any questions about the securities being offered for issue under it or any other matter, you should contact your stockbroker, solicitor, accountant or other professional adviser.

NOT FOR RELEASE TO U.S. WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

Lead Manager

Legal Adviser

For personal use only

Table of contents

IMPORTANT NOTICES --------------------------------------------------------------------------------------	1
Letter from the Chairman and Managing Director -------------------------------------------------------	1
1	Investment overview-------------------------------------------------------------------------------	3
2	Chimeric - the business---------------------------------------------------------------------------	10
3	Details and effect of the Entitlement Offer -----------------------------------------------------	15
4	How to apply ---------------------------------------------------------------------------------------	22
5	Financial information------------------------------------------------------------------------------	26
6	Risk factors-----------------------------------------------------------------------------------------	29
7	Material agreements ------------------------------------------------------------------------------	33
8	Additional information ----------------------------------------------------------------------------	37
9	Glossary --------------------------------------------------------------------------------------------	45
Corporate directory ----------------------------------------------------------------------------------------	48
Annexure ----------------------------------------------------------------------------------------------------	49
	New Option terms	49

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IMPORTANT NOTICES

General

This Prospectus is dated 21 February 2022. A copy of this Prospectus was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of any investment under this Prospectus. No New Shares or New Options will be allotted or transferred on the basis of this Prospectus after the expiry date. This Prospectus expires on 21 March 2023.

No person may give any information or make a representation about the Entitlement Offer, which is not in this Prospectus. Information or representations not in this Prospectus must not be relied on as authorised by the Company, or any other person, in connection with the Entitlement Offer.

This Prospectus provides information for investors to decide if they wish to invest in Chimeric. Read this document in its entirety. Examine the assumptions underlying the risk factors that could affect the financial performance of Chimeric. Consider these factors carefully in light of your personal financial circumstances. Seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. The Entitlement Offer does not take into account the investment objectives, financial situation or needs of particular investors.

Australian and New Zealand residents only

The New Shares and New Options to be issued under this Prospectus are only offered to Eligible Retail Shareholders.

The offer is available to Australian and New Zealand residents having a registered address in those jurisdictions. The distribution of this Prospectus in jurisdictions outside Australia or New Zealand may be restricted by law. Seek advice on and observe any restrictions. This Prospectus is not an offer in any place where, or to any person to whom, it would not be lawful to make the offer.

Special notice to New Zealand Resident investors

This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is chapter 8 Corporations Act 2001 (Cth) (Corporations Act) and regulations made under that Act. In New Zealand, this is sub-part 6 of part 9 Financial Markets Conduct Act 2013 and part 9 Financial Markets Conduct Regulations 2014.

This offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act and the regulations made under that Act set out how the offer must be made.

There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies and compensation arrangements for New Zealand financial products.

Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian financial products is not the same as for New Zealand financial products.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The offer may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to changes in the exchange rate between the currency and New Zealand dollars. These changes may be significant.

If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

If the financial products are able to be traded on a financial products market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand.

Electronic prospectus

This Prospectus is available electronically at www.chimerictherapeutics.com. The Entitlement and Acceptance Form attached to the electronic version of this Prospectus must be used within Australia or New Zealand. Electronic versions of this Prospectus should be downloaded and read in their entirety. Obtain a paper copy of the Prospectus (free of charge) by telephoning 03 9824 5254.

Applications for New Shares and New Options may only be made on the Entitlement and Acceptance Form attached to this Prospectus or in its paper copy form downloaded in its entirety from www.chimerictherapeutics.com.

Exposure period

No exposure period applies to this Prospectus by operation of the Corporations Act (in respect of the New Shares) and the ASIC Corporations (Exposure Period) Instrument 2016/74 (in respect of the New Options).

Privacy

The Company and the share registry collect, hold and use personal information received from you to communicate and provide services to you as a Shareholder. The Company may disclose information to its agents, service providers (such as the share registry) and government bodies. The Company's privacy policy sets out how you may access, correct and update the personal information that the Company holds about you (by contacting the share registry), how you can complain about privacy related matters and how the Company responds to complaints.

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Defined terms

Capitalised terms used in this Prospectus are defined in the Glossary.

Currency

Monetary amounts shown in this Prospectus are expressed in Australian dollars unless otherwise stated.

Photographs and diagrams

Photographs used in this Prospectus without descriptions are only for illustration. The people shown are not endorsing this Prospectus or its contents. Diagrams used in this Prospectus may not be drawn to scale. The assets depicted in photographs in this Prospectus are not assets of the Company unless otherwise stated.

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

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Prospectus

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Letter from the Chairman and Managing Director

21 February 2022

Dear Fellow Shareholder

We are delighted to announce that the Board has decided to offer Shareholders the opportunity to increase their ownership in Chimeric on, what the Directors consider, are attractive terms. The downturn in global biotech markets, and the subsequent downward impact on our own share price, provides shareholders with this rare window after a most successful 12 months following our IPO during which your company has made significant advances across many fronts.

On behalf of your Board, it gives me great pleasure to offer you this opportunity to increase your investment in Chimeric through participation in this accelerated non-renounceable pro rata entitlement offer of 1 new Chimeric share (New Shares), and one option for every New Share issued (New Options) for every 3.15 Existing Shares held, at a price of $0.17 per New Share (Offer Price).

The Entitlement Offer comprises:

1. an institutional component (Institutional Entitlement Offer); and
2. a retail component (Retail Entitlement Offer).

The Offer Price of $0.17 per New Share represents a 15% discount to the closing price of Shares on 18 February 2022 (being the last trading day before announcement of the Entitlement Offer), and an 14% discount to the TERP1 of $0.20. The Offer Price under the Retail Entitlement Offer is the same issue price paid by institutional investors under the Institutional Entitlement Offer.

Chimeric intends to raise approximately $18 million (before direct offer costs) through the issue of approximately 107 million Shares under the Entitlement Offer.

The Entitlement Offer is managed by Bell Potter Securities Limited.

The Board intends to use the proceeds from the rights issue to continue advancement of our exciting drug development program which is expected to see CHM with three Phase 1 clinical trials within the next 12 months, in one of the most promising areas of cancer research today, cell therapy.

Those shareholders participating in the rights issue will also receive a free attaching option for each New Share taken up. The New Options will have an exercise price of $0.255 and an expiry date of 31 March

202. Based on a Black Scholes valuation method, assuming 100% volatility, the option has a theoretical value of 9.25 cents. The New Options are intended to be listed on the ASX2. Options are a very attractive future funding mechanism for Chimeric, since if all of the New Options are exercised before their expiry date, they will provide Chimeric will an additional $27 million in funding.

The number of New Shares you are entitled to subscribe for under the Entitlement Offer (Entitlement) is set out in your personalised Entitlement and Acceptance Form that is attached to this Prospectus.

1. The theoretical ex-rights price of $0.197 is calculated using Chimeric's closing price on 18 February 2022 assuming proceeds from the Entitlement Offer of $18.1 million. TERP is the theoretical price at which shares should trade immediately after the ex-date for the Entitlement Offer assuming 100% take-up of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the TERP.
2. The Company intends to seek quotation of the New Options offered pursuant to this Prospectus, however, quotation of the New Options will be subject to meeting the requirements for quotation of additional securities under the ASX Listing Rules.

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