Identified issues, page-26

My latest article posted on L inked In.

ASIC's 2025 enforcement priorities claim to focus on “strengthening investigation and prosecution of insider trading – a new enforcement priority to ensure Australia maintains one of the cleanest markets in the world.”

But for retail shareholders of Chimeric Therapeutics (ASX:CHM), that promise rings hollow.

Despite detailed complaints lodged with ASIC and the ASX Listing Compliance team, no action has been taken regarding serious governance concerns that strike at the heart of fair and transparent markets.

Here are four major failures demanding urgent attention:

1. Insider Trading Red Flags

In October 2024, Chimeric announced a $5 million capital raise, supported by institutional, professional, and sophisticated investors. At the time, Chimeric was receiving monthly updates from MD Anderson on the progress of the CORE-NK trial — a study in which Chimeric funds 10% and is therefore entitled to regular insights. Yet, no trial data or efficacy results were disclosed to the market prior to or during the raise. As a clinical-stage biotech company, any information regarding the performance or early results of a trial like CORE-NK is clearly market-sensitive. The fact that Chimeric had ongoing access to monthly reports from MD Anderson, but chose not to disclose even top-line insights prior to conducting a $5 million capital raise, demands regulatory scrutiny.

This raises an obvious and serious question: Did any participant in the capital raise have access to material non-public information — and if so, why were retail shareholders left in the dark? Retail investors deserve confidence that directors and participants are playing by the rules — not exploiting informational advantages during capital raises.

2. Suppression of Market-Sensitive Trial Data

On 5 February 2025, CEO Rebecca McQualter stated:

“Shareholders should expect ongoing updates about our really exciting frontline AML trial coming out shortly. But because we're in a partnership with MD Anderson on that one, we'll probably save the data and take it to ASH at the end of the year.”

This was in reference to the CORE-NK AML trial.

However, in the March 2025 Quarterly Report, Chimeric disclosed that only two patients had been recruited, and just one patient had been dosed at that stage.

How can shareholders expect "ongoing updates" when only one patient had even received treatment? It’s disingenuous to suggest that clinical insights would soon be shared when, in reality, the trial had barely begun.

You can't have your cake and eat it too: either there is meaningful data that must be disclosed, or there is no real progress to report.

The Corporations Act and ASX Listing Rule 3.1 are clear: price-sensitive information must be disclosed immediately. Partnerships or event-driven strategies like targeting ASH should not be used as an excuse to selectively delay disclosure.

3. Obstruction of Share Register Access

Under Part 2C.1 of the Corporations Regulations, companies are obligated to provide shareholders with a copy of the share register in a usable electronic format (e.g., Microsoft Excel), typically via CD-ROM or USB.

Further, the Supreme Court of Victoria in Lawrence v Melbourne Football Club Ltd [2022] VSC 658 confirmed that email addresses are part of the “address” information that must be included when members elect to receive communications electronically.

On 10 March 2025, a formal request was made by a shareholder directly to Chairman Paul Hopper. The shareholder was subsequently contacted by Boardroom (Chimeric’s share registry) to confirm delivery details. Boardroom then provided a partial hard copy of the register — which only contained shareholders in ACT, NT, NSW, and QLD. Excluded from the hard copy were VIC, SA, TAS, and WA.

After a complaint was made to Hopper, Boardroom responded by email stating they were awaiting permission from Chimeric to release shareholder email addresses. They further stated:

"Boardroom does not deem the email to be part of the register and should not be provided when a copy is required."

In addition, Boardroom refused to send the full register via USB (as prescribed in the Regulations), instead offering access via their proprietary portal. As of today, the full register — in compliant format — has still not been received.

This sequence of events not only falls short of the seven-day statutory timeframe under Section 173 of the Corporations Act — it also illustrates a pattern of avoidance, inconsistent with the company’s regulatory obligations.

This obstruction runs contrary to the letter and spirit of the law and undermines transparency, especially when shareholder communication is vital to addressing board accountability.

4. Inappropriate Disclosure Channels for Clinical Trial Results

In March 2025, Chimeric Therapeutics disclosed the results from its world-first clinical study— the Phase I/II CHM CDH-17 trial— via LinkedIn, rather than through the ASX platform. The trial showed 60-day stable disease in one patient and 30-day stable disease in another, with no new tumour growth and tumour sizes remaining unchanged. Yet, despite the significance of this data, Chimeric chose not to make an ASX announcement, instead opting for a media release and a LinkedIn post.

In contrast, Chimeric recently made an ASX announcement about the opening of a fourth clinical trial site in the USA — a development that is far less impactful to investors than the trial results themselves.A world-first clinical trial resulting in 60-day stable disease doesn’t warrant an ASX announcement, but the opening of a new site in the USA does? This raises serious concerns about the company’s priorities in disclosing market-sensitive information.

When a shareholder questioned why such important trial data wasn’t formally disclosed, Chimeric responded:

"The disclosure you refer to was determined following consultation with our professional advisers and the ASX. The information published on LinkedIn was not considered to be sufficiently ‘market sensitive’ to justify being released on ASX as a standalone announcement. The Company was reminded of provisions in the ASX Listing Rule Guidance Notes deterring companies from lodging non-market sensitive announcements on ASX. As the information was determined not to be market sensitive from an ASX perspective, and unable to be released on ASX in a standalone announcement, the Company shared the information on social media and a standard media release."

This explanation raises several red flags. In the highly volatile world of biotech investment, even early-phase clinical data like stable disease results can have a material impact on stock prices. For a company to deem this not market-sensitive enough for an ASX release — while choosing to disclose it through a media release and LinkedIn post — is not only concerning, but it also calls into question the integrity of its disclosure practices.

Clinical trial results should be disclosed transparently and fairly to the entire market via ASX, not selectively to those monitoring a company's social media feed. This selective approach undermines market fairness and raises serious questions about the company’s commitment to transparency.

Why This Matters

The collapse of institutional and sophisticated investor support for Chimeric Therapeutics is not just a coincidence — it is a direct consequence of governance failures and regulatory complacency.

In October 2024, Chimeric completed a $5 million capital raise with the backing of institutional, professional, and sophisticated investors. However, by February–March 2025, the company was unable to secure similar support for a follow-on raise.

While the identities of investors in each round have not been publicly disclosed, the sharp decline in demand suggests a significant loss of confidence among sophisticated investors.

Why? Because when companies suppress critical trial data, drip-feed market-sensitive information through LinkedIn posts instead of ASX announcements, and raise capital under the cloud of undisclosed insider information — serious investors start walking away.

No credible investor risks their capital when market rules are treated as optional.

ASIC's silence has not gone unnoticed either.

When regulators turn a blind eye to potential misconduct, they don’t just fail to protect retail investors — they actively embolden bad actors to keep pushing boundaries, distorting markets, and undermining trust.

The message is clear: When enforcement fails, misconduct flourishes.

Retail shareholders are left to pay the price for regulatory neglect.

It’s time for ASIC to stop talking about market integrity — and start defending it.

These are not minor administrative oversights. They are serious governance failures that hurt retail investors, distort market integrity, and undermine confidence in Australia’s public markets.

When directors and companies can selectively release information, delay trial data disclosure, obstruct shareholder rights, and avoid regulatory scrutiny, trust is destroyed.

ASIC has the mandate. ASIC has the evidence. ASIC must now demonstrate that it also has the will to act — because when enforcement is weak, misconduct thrives.

Retail shareholders deserve better.

#ASX #ASIC #ChimericTherapeutics #InsiderTrading #Governance #ShareholderRights #CorporateAccountability #CHM

The information in this article is based solely on publicly available sources and reflects the author's understanding as of the date of publication. To the best of the author's knowledge, no enforcement action has been taken by ASIC or the ASX regarding the matters raised; however, private investigations (if any) have not been publicly disclosed. This article does not constitute financial advice and is intended for informational purposes only.