Imugene Gains Conditional Right to Redeem CVI Convertible Notes

Imugene secures new conditional right to redeem CVI convertible notes

Imugene (ASX: IMU) has entered into Deeds of Amendment with CVI Investments, Inc. (CVI), an entity managed by Heights Capital Management, Inc. (Heights), to amend its existing convertible notes. The amendments give the company a new conditional right to redeem the notes, with an effective date of 2 November 2026 and an announcement dated 3 November 2026.

The Amendments cover both the New Notes (announced 18 December 2025) and the TAR Notes (announced 21 August 2026), on the same terms. Under the new right, Imugene may redeem the relevant notes, in whole or in part, at their outstanding principal amount on any business day prior to the maturity date, subject to first obtaining CVI’s prior written consent and the satisfaction (or waiver by CVI) of conditions precedent agreed with CVI.

The Amendments are intended to improve the company’s near-term cash flow position and provide both parties with more flexible terms under current market conditions.

Paul Hopper, Executive Chairman

“These Amendments give Imugene an additional pathway to redeem the convertible notes, in whole or in part, in a way that is designed to maximize near-term cash flow benefits for the Company. […] …while preserving the cash we need to advance our clinical programs…”

What the Amendments change, and what stays the same

A new Condition 7.4A is added to the notes, creating the conditional redemption right. The Amendments also introduce a corresponding new event of default, which occurs if Imugene, having given an irrevocable notice to redeem under the new right, fails to pay any amount due and payable under that notice.

Key terms at a glance

The face value of each of the New Notes and the TAR Notes is not changed by the Amendments. Dollar figures are in Australian Dollars.

Conditions on the redemption right

Imugene may only exercise the conditional redemption right if three conditions are met:

1. The company has obtained CVI’s prior written consent, which must be obtained before any Conditional Call Notice is delivered.
2. The company has delivered an irrevocable written notice (Conditional Call Notice) to CVI, not less than 1 Business Day prior to the Conditional Redemption Date, specifying that date, the aggregate principal amount to be redeemed and the conditions precedent agreed with CVI (Conditional Call CPs).
3. All Conditional Call CPs have been satisfied (or waived by CVI) on or before the Conditional Redemption Date.

The existing redemption notice requirements in Condition 7.6, including the rule that the first redemption notice in time prevails where more than one is given, do not apply to any notice given or redemption made under the new right.

What remains unchanged

All other terms of the New Notes and the TAR Notes remain unchanged, including:

• The conversion price and Floor Price
• The instalment schedule
• The Maturity Date
• Noteholder early redemption rights
• The maximum ownership cap
• Governing law (New South Wales)

Other than the new event of default, the change of control and event of default redemption rights of the Noteholder remain unchanged.

No amendments are being made to the terms of any warrants held by CVI, and no new warrants will be issued in connection with the Amendments. The Amendments take effect from the date of the relevant Deed of Amendment and are not subject to any conditions precedent.

Convertible notes explained: why redemption flexibility matters

A convertible note is a form of debt that can convert into shares. A zero coupon note pays no periodic interest, and redemption means the company repays the principal and retires the note.

An option to redeem at the outstanding principal amount gives Imugene another way to retire the notes, which the Chairman linked to managing the payments attached to them. The right is conditional, however, and not unilateral. Key features include:

• CVI’s prior written consent is required
• Conditions precedent must be agreed with CVI
• Notice to CVI is irrevocable once given

Why this matters for Imugene investors

Management describes the Amendments as a way of preserving cash for its clinical programs. Imugene is a clinical stage cell therapy company whose lead asset is azer-cel (azercabtagene zapreleucel), an off-the-shelf (allogeneic) CAR T therapy targeting CD19 to treat blood cancers, with a focus on patients with B-cell cancers whose disease has progressed on existing treatments, including CAR T and BTK inhibitors.

The latest azer-cel Phase 1b data put the CAR T-naive cohort at an 81% response rate and the BTKi combination cohort at 86%, though the second group is only seven patients.

That priority shows in the latest numbers, with the azer-cel quarterly report putting cash at about $5.25 million at the end of September and flagging funding of just 0.70 of a quarter.

Mr Hopper said the broader set of options leaves the company “better placed to manage the orderly extinguishment of the payments attached to our convertible notes”.

CVI is an investment entity managed by Heights, an investment arm of Susquehanna International Group, LLP, which has been investing in firms in biotech, healthcare, engineering, technology and other sectors since 1996.

Any use of the new right remains subject to CVI’s prior written consent and the conditions precedent agreed with CVI at that time.

Want to Explore Imugene’s Azer-Cel Pipeline and Funding Plans?

Imugene’s new conditional right to redeem its CVI convertible notes is designed to improve near-term cash flow while preserving funds for its clinical programs, led by the off-the-shelf CAR T therapy azer-cel. With cash of about $5.25 million at the end of September, the company’s funding path is a key focus for investors.

Review the full set of company updates and filings on the Imugene investor ASX announcements page to see the Deeds of Amendment and the latest clinical progress. Stay informed on how Imugene is balancing its capital structure with the advancement of its azer-cel program.