Imugene Launches $20M Raise to Expand Blood Cancer Therapy Trial Into 2026

Imugene launches $20 million raise to advance azer-cel clinical development

Imugene Limited (ASX: IMU) has launched a $20 million capital raise combining a two-tranche placement, share purchase plan (SPP), and restructured convertible notes to fund the ongoing clinical development of its lead asset, azer-cel. The immuno-oncology company has received firm commitments for $12 million via a strongly supported institutional placement at $0.18 per share, with institutional investors also committing to underwrite the first $4 million of the SPP, guaranteeing a minimum total raise of $16 million.

Imugene azer-cel clinical development funding will be directed towards expanding the Phase 1b trial for azer-cel, including the expansion of Cohort 2 and the launch of a new Cohort 3 evaluating BTKi (Bruton’s tyrosine kinase inhibitor) combination strategies. The raise extends the company’s funding runway into Q4 2026, providing financial certainty as it generates additional clinical data from its off-the-shelf CAR T therapy targeting CD19 for blood cancers.

Placement subscribers and eligible shareholders participating in the raise will receive one free attaching option for every new share subscribed, with an exercise price of $0.18 and expiry date of 30 April 2027. If all attaching options are exercised, Imugene would receive up to $20 million in additional funding. A further incentive mechanism provides participants with one additional “piggyback option” for each attaching option exercised, carrying a $0.30 exercise price and 30 April 2029 expiry.

What is azer-cel and why does this funding matter?

Azer-cel (azercabtagene zapreleucel) is an allogeneic (off-the-shelf) CAR T cell therapy designed to target CD19, a protein expressed on the surface of certain blood cancer cells. Unlike autologous CAR T therapies, which are manufactured individually from a patient’s own immune cells, azer-cel is produced in advance from healthy donor cells. This approach addresses key limitations of autologous therapies, including lengthy manufacturing times, high production costs, and the risk that critically ill patients may deteriorate while waiting for treatment.

Allogeneic CAR T therapies such as azer-cel offer the potential for immediate availability, standardised manufacturing, and broader patient access. By targeting CD19, azer-cel aims to treat B-cell malignancies including certain lymphomas and leukaemias. The therapy is currently being evaluated in a Phase 1b clinical trial, which assesses safety, tolerability, and preliminary efficacy signals.

The Imugene azer-cel clinical development funding secured through this raise will support the expansion of Cohort 2 in the Phase 1b study and launch Cohort 3, which will evaluate azer-cel in combination with BTKi therapies. BTKis are a class of targeted drugs used to treat B-cell cancers by inhibiting Bruton’s tyrosine kinase, a protein critical to the survival of malignant B-cells. Combining azer-cel with BTKis could enhance efficacy by attacking cancer cells through complementary mechanisms.

For investors, this funding milestone ensures Imugene can execute on near-term clinical catalysts without needing additional capital until late 2026. The trial expansion and combination cohort represent opportunities to generate data that could support future partnership discussions, regulatory submissions, or commercial development decisions.

Capital raise structure delivers upside for participants

The raise is structured across three components: a two-tranche institutional placement, a share purchase plan for existing shareholders, and restructured convertible notes with CVI Investments Inc. The layered approach provides both immediate capital and built-in mechanisms for future funding if the share price performs.

Under the placement, Imugene has secured firm commitments for $12 million via the issue of approximately 66.7 million new shares at $0.18 per share. This represents a 21.7% discount to the last closing price of $0.230 on 9 March 2026 and a 20.8% discount to the five-day VWAP of $0.227. The placement will be conducted in two tranches under the company’s existing ASX Listing Rule 7.1 and 7.1A capacity.

The SPP allows eligible shareholders to apply for up to $30,000 worth of new shares at the lower of $0.18 per share or a 2.5% discount to the five-day VWAP at the SPP closing date. Institutional investors have committed to subscribe for the shortfall of the first $4 million of SPP applications, ensuring a minimum combined raise of $16 million. Eligible shareholders on the register at 7:00pm Sydney time on 10 March 2026 with addresses in Australia or New Zealand can participate without incurring brokerage fees.

The attaching option structure significantly enhances the value proposition for participants. For every new share issued, participants will receive one free attaching option exercisable at $0.18, expiring 30 April 2027. If the share price rises above $0.18 and all attaching options are exercised, Imugene would receive up to $20 million in additional capital without needing to conduct another capital raise.

The piggyback option mechanism adds a further layer of upside. For every attaching option exercised prior to the 30 April 2027 expiry, participants will receive one additional free option with a $0.30 exercise price and 30 April 2029 expiry. This creates a cascading incentive structure that rewards early option exercise while providing Imugene with staged funding milestones aligned to share price performance.

SPP details for existing shareholders

Eligible shareholders registered at 7:00pm Sydney time on Tuesday, 10 March 2026 with addresses in Australia or New Zealand can apply for up to $30,000 worth of new shares under the SPP. The offer price will be the lower of:

1. $0.18 per share (matching the placement price), or
2. A 2.5% discount to the five-day VWAP at the SPP closing date (rounded to the nearest half cent).

No brokerage or transaction fees apply to SPP applications, regardless of holding size. The SPP will open on Friday, 20 March 2026 and is expected to close in early to mid-April 2026. All securities issued under the SPP, including new shares and attaching options, are subject to shareholder approval at an extraordinary general meeting (EGM) expected to be held in mid to late April 2026.

The company reserves the right to scale back applications if the SPP is oversubscribed or to increase the SPP target beyond $8 million at its discretion.

CVI convertible notes restructured to improve cash position

In conjunction with the capital raise, Imugene will redeem and cancel its existing $15,312,500 convertible notes issued to CVI Investments Inc. and enter into a subscription agreement for second amended and restated (SAR) notes with a face value of $15,312,500 and 66,576,087 new warrants.

CVI Investments Inc. is an affiliate of Heights Capital Management, the investment arm of Susquehanna International Group, one of the world’s largest privately held financial firms. Heights has been investing in innovative biotech, healthcare, engineering, and technology companies since 1996, providing Imugene with an experienced institutional partner with a long-term investment horizon.

The restructured SAR Notes carry a zero coupon (no interest payments), reducing the cash burden on Imugene and preserving funds for clinical development. The notes mature on 24 January 2030 and are convertible into ordinary shares at an initial conversion price of $0.18, matching the placement price. The conversion price will adjust quarterly to the lower of the then-prevailing conversion price or 90% of the current market price, subject to a floor price of $0.09 (50% of the initial conversion price).

The floor price mechanism caps the maximum dilution from the SAR Notes at 170,138,889 shares, providing certainty to existing shareholders. CVI is also subject to a 9.99% ownership cap at all times. If the SAR Notes become fully convertible, conversion will first occur into as many shares as possible within this ownership cap, with any remainder paid by Imugene in cash.

The 66,576,087 new warrants issued alongside the SAR Notes carry an exercise price of $0.2760 (120% of the reference price) and a five-year maturity. The warrants provide CVI with additional upside exposure if the share price appreciates, while creating another potential funding source for Imugene if exercised.

Key terms of the SAR Notes

The SAR Notes include automatic quarterly redemption provisions starting three months after issue. The notes will amortise in six equal quarterly instalments, which Imugene can elect to settle in cash or shares. If settling in cash (or if equity conditions are not satisfied), Imugene must pay 110% of the redemption amount due. If settling in shares, the quantity issued will be the redemption amount divided by the then-applicable conversion price.

The noteholder (CVI) has the right to defer some or all of any redemption amount to a subsequent redemption date. CVI may also request early redemption on the second or third anniversary of the issue date at a repurchase price equal to 100% of the then-outstanding note amount.

In the event of a change of control (defined as 50% of shares acquired under a takeover bid or approval of a scheme of arrangement), CVI may elect to have the SAR Notes redeemed at the greater of:

• 150% of the outstanding notional amount, or
• An amount calculated as the outstanding principal divided by the then-prevailing conversion price, multiplied by the VWAP on the date of the redemption notice (payable in cash).

All SAR Notes and new warrants are subject to shareholder approval at the upcoming EGM.

Runway extended into Q4 2026 with clear clinical focus

The capital raise, assuming the full $20 million target is achieved, extends Imugene’s funding runway into Q4 2026. This timeline provides financial certainty through multiple clinical milestones for azer-cel, including data generation from the expanded Cohort 2 and initial results from the new Cohort 3 BTKi combination trial.

Managing Director and CEO Leslie Chong emphasised the strategic importance of the funding:

Leslie Chong, Managing Director and CEO

“This capital raising positions Imugene to advance the clinical development of azer-cel, including expansion of our Phase 1b study and the evaluation of BTKi combination strategies. We appreciate the strong support from institutional investors as we continue to build momentum in our clinical program.”

The guaranteed minimum raise of $16 million (due to institutional shortfall commitments) removes near-term financing uncertainty, allowing the company to focus on executing its clinical strategy. The optional component of up to $20 million in additional funding via option exercises provides a buffer for accelerated development or opportunistic investments if the share price performs.

For investors, the extended runway means the primary value driver over the next 12 to 18 months will be clinical data readouts from azer-cel rather than capital structure concerns. The BTKi combination cohort in particular represents a differentiated approach that could generate partnership interest if early efficacy signals are positive.

Key dates and next steps for investors

Eligible shareholders have a defined window to participate in the SPP on equal terms with institutional investors, with critical approval milestones concentrated in April 2026.

1. Trading halt: Tuesday, 10 March 2026
2. Record date for SPP: 7:00pm (Sydney time), Tuesday, 10 March 2026
3. Announcement of placement results and Imugene resumes trading on ASX: Wednesday, 11 March 2026
4. Prospectus released: Tuesday, 17 March 2026
5. Tranche 1 placement settlement: Wednesday, 18 March 2026
6. Tranche 1 placement allotment: Thursday, 19 March 2026
7. SPP opens: Friday, 20 March 2026
8. SPP closes: Expected early to mid-April 2026
9. EGM for approvals: Expected mid to late April 2026
10. Tranche 2 and SPP settlement: Expected late April 2026
11. Tranche 2, SPP, and attaching options allotment: Expected late April 2026

The prospectus for the offer is expected to be released on Tuesday, 17 March 2026 and will be available via the company’s website at www.imugene.com. Shareholders can contact Automic Registry Service Limited on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 8:30am and 5:30pm AEST, Monday to Friday, for further information.

The company reserves the right to amend the timetable at its discretion, including to satisfy any Australian Securities and Investments Commission (ASIC) or ASX requirements.

Want to Track Imugene’s Clinical Progress and Capital Initiatives?

Imugene’s $20 million raise sets the stage for critical azer-cel data readouts through Q4 2026, with BTKi combination trials and expanded cohorts driving near-term catalysts. The structured funding—bolstered by option exercise mechanisms and zero-coupon convertible notes—provides runway clarity as the company advances its off-the-shelf CAR T programme.

For complete ASX announcements, trial updates, and investor materials, visit the Imugene investor centre. Stay informed on clinical milestones, capital structure changes, and shareholder meeting outcomes as the company executes its Phase 1b expansion strategy.