Shareholder Information

Common Stock in issue

The number of shares in issue is 136,097,064.

Total outstanding issued share options is 43,549,926

Significant Shareholders

ShareholderNo. of shares of Common Stock% of Common Stock
The Spangenberg Entities54,929,51340.4%
J. Michael DiMaio25,546,68618.8%
University of Texas (Southwestern)
10,500,0007.7%
Jose Melendez8,325,0006.1%
Laurence Hirsch7,821,0105.7%

 

Though Spectral’s constitution incorporates the requirement for shareholders to disclose their holdings of voting rights in accordance with the United Kingdom Financial Conduct Authority's Disclosure Guidance and Transparency Rules Sourcebook (“DTR”), as a US incorporated business, statutory disclosure of significant shareholdings may be different and may not always ensure compliance with the requirements of AIM Rule 17. Shareholders are advised to consult the DTR when considering their requirements to disclose holdings to the Company.

Director Shareholdings

DirectorShare OptionsNo. of shares of Common Stock% of Common Stock
Erich Spangenberg *2,092,86054,929,51340.4%
Wensheng Fan16,586,5721,500,000
1.1%
Richard Cotton
-338,984
0.2%
Gerald Beaney-30,283 0.02%
Cynthia Cai---
Martin Mellish---

* including the interests of the Spangenberg Entities.

Shares not in public hands

Insofar as the Company is aware, at 14 July 2022, the percentage of securities that is not in public hands is 60.5%.

Statement of the Rights of Shareholders

The rights of shareholders are governed by Delaware Corporate Law and by the Company’s Certificate of Incorporation and Bylaws, which may differ from the typical rights of Shareholders in the UK and other jurisdictions.

Restrictions in transfer of AIM securities

The transfer or resale of the Company’s common stock to non-U.S. persons (as defined under Regulation S) is not subject to any restrictions, provided that such transactions are completed in accordance with the requirements of Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Transfers or resales to U.S. persons may only be made under applicable U.S. securities laws pursuant to a registration or an exemption from registration.

UK City Code on Takeovers and Mergers

As a US incorporated company, the Company is not subject to the provisions of the City Code.  However, certain provisions have been inserted into the Certificate of Incorporation which adopt similar procedures to the City Code in the event of any party (or parties acting in concert) obtaining 30 per cent. or more of the voting rights attaching to the issued Common Stock, but there is no assurance that the courts of the US State of Delaware will uphold or allow the enforcement of these provisions. These takeover provisions will cease to apply if the Common Stock ceases to be admitted to trading on AIM.

Other exchanges and trading platforms

Spectral MD Holdings, Ltd. has not applied or agreed to have any of its securities admitted or traded on any other exchanges or trading platforms.

Shareholder Circulars

01 September 2022Notice of Annual General Meeting to be held on 27 September 2022

 

Page last updated: 01 September 2022