Polarean Imaging Plc
("Polarean" or the "Company")
Repricing of Options and Grant of Options
Polarean Imaging plc (AIM: POLX), a commercial-stage medical device leader in advanced Magnetic Resonance Imaging ("MRI") of lung function, announces that upon the recommendation of the Company's Remuneration Committee, it has repriced existing options over ordinary shares of £0.00037 each in the capital of the Company ("Ordinary Shares") ("Share Options") over an aggregate of 19,849,965 Ordinary Shares and granted Share Options over an aggregate 121,022,451 Ordinary Shares to certain Directors, employees, and consultants of the Company.
The Company's Remuneration Committee recognises the importance of share options to appropriately incentivise and retain Directors and employees as well as to ensure their interests are aligned with that of Company and its shareholders. Following a review of incentive plans, the Remuneration Committee of the Board recommended that, given the reduction in the Company's share price and the changes in the share capital following the recent fundraising, the existing awards of share options were no longer a reasonable incentive and should be amended to re-align the option scheme with the current share price and share capital.
The Company contracted with a third-party compensation firm to perform a benchmarking analysis of Share Options at comparable companies. The Remuneration Committee and Board used the third-party report in determining the number of new Share Options to be issued.
The repricing and granting of Share Options is pursuant to the terms of the Company's existing Stock Option Plan. 25% of the new Share Options will vest on 26 July 2025 with the remaining Share Options vesting in equal portions on the last day of each calendar month over the period of 36 months starting on 31 August 2025. The Share Options will be exercisable at a price of 1.83p each per Ordinary Share, being the share price as at close of business on Friday 26 July 2024. The repriced Share Options retain their original vesting and expiration terms.
17,462,194 Share Options have been repriced and 104,810,222 Share Options were granted to the 11 PDMRs listed in the table below. 2,387,771 Share Options have been repriced and 16,212,229 new Share Options were granted, to non-PDMR employees and a consultant.
| Name | Share Options Repriced | Share Options Granted | Total no. of options over ordinary shares now held |
| Christopher von Jako | 5,325,000 | 24,368,006 | 29,693,006 |
| Bastiaan Driehuys | 1,686,000 | 20,040,590 | 21,726,590 |
| Kenneth West | 2,263,218 | 15,842,273 | 18,105,491 |
| Charles Osborne | 1,700,000 | 7,956,262 | 9,656,262 |
| Cyrille Petit | 500,000 | 4,448,834 | 4,948,834 |
| Juergen Laucht | 884,400 | 4,064,434 | 4,948,834 |
| Frank Schulkes | 500,000 | 2,879,691 | 3,379,691 |
| Daniel Brague | 500,000 | 2,879,691 | 3,379,691 |
| Alexander Dusek | 1,500,000 | 8,156,262 | 9,656,262 |
| Neil Wadehra | 1,568,988 | 7,242,351 | 8,811,339 |
| Kiarash Emami | 1,034,588 | 6,931,828 | 7,966,416 |
| Total | 17,462,194 | 104,810,222 | 122,272,416 |
| Non-PDMR Employees and Consultant | 2,387,771 | 17,412,229 | 19,800,000 |
| Total (PDMR, Non-PDMR Employees and Consultant) | 19,849,965 | 122,222,451 | 142,072,416 |
The award and repricing of Share Options to the Directors of the Company are deemed to be Related Party Transactions under Rule 13 of the AIM Rules. As there are no Directors independent of the transactions to provide a fair and reasonable statement because all of the Directors are participating in the award of Options, Stifel (in its capacity as nominated adviser for the purposes of the AIM Rules) considers the Directors' participation to be fair and reasonable insofar as Shareholders are concerned.
Following the grant of Share Options referred above, there are 143,473,216 outstanding Share Options over Polarean's Ordinary Shares, representing 11.9% of the Company's total voting rights.
Enquiries:
| Polarean Imaging plc | www.polarean.com / www.polarean-ir.com | |||||
| Christopher von Jako, PhD, Chief Executive Officer Charles Osborne, Chief Financial Officer | Via Walbrook PR
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| Stifel Nicolaus Europe Limited (NOMAD and Sole Corporate Broker) | +44 (0)20 7710 7600 | |||||
| Nicholas Moore / Samira Essebiyea / Kate Hanshaw (Healthcare Investment Banking) | | |||||
| Nick Harland (Corporate Broking) | | |||||
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| Walbrook PR | Tel: +44 (0)20 7933 8780 or polarean@walbrookpr.com | |||||
| Anna Dunphy / Phillip Marriage | Mob: +44 (0)7876 741 001 / +44 (0)7867 984 082 | |||||
About Polarean
Polarean is a revenue-generating medical imaging technology company revolutionising pulmonary medicine through direct visualisation of lung function by introducing the power and safety of MRI to the respiratory healthcare community. This community is in desperate need of modern solutions to accurately assess lung function. The Company strives to optimise lung health and prevent avoidable loss by illuminating hidden disease, addressing the global unmet medical needs of more than 500 million patients worldwide suffering from chronic respiratory disease. Polarean is a leader in the field of hyperpolarisation science and has successfully developed the first and only hyperpolarised Xenon MRI inhaled contrast agent, XENOVIEW™, which is now FDA-approved in the United States. Polarean is dedicated to researching, developing, and commercialising innovative imaging solutions with its non-invasive and radiation-free pulmonary functional MRI platform. This comprehensive drug-device platform encompasses the proprietary Xenon gas blend, gas hyperpolarisation system, as well as software and accessories, facilitating fully integrated modern respiratory imaging operations. Founded in 2012, with offices in Durham, NC, and London, United Kingdom, Polarean is committed to increasing global awareness of and broad access to its XENOVIEW MRI technology platform. For the latest news and information about Polarean, please visit www.polarean.com.
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