BRN Discussion Ongoing

[DingoBorat]

I sent this email to Tony Dawe and received a quick reply, at 10:30pm! Which is a huge credit, to his work ethic.

Hi Tony, hope you are all doing well there
I've got a bit of a problem with the 8 million RSUs for MH.

The original options were 12.5 cents to exercise, why does he now get the RSUs which convert to full shares, for nothing?

The reasons given by the Company at the time, him not exercising, don't add up.

The Company has for a long time, stated that progress was more important than the share price (which I agree with) so why would it say, that him not exercising, benefitted shareholders, as the only reason I can think of, was the selling pressure of MH's tax selling (which we would still get now, but with a much pressured share price_________redacted_________________).

Sounds more like he simply didn't have a million on hand to convert at the time and him no longer being an employee, he would have had to convert straight away.

The Company's agreement, to keep his original expiry date, seems like just a favor to him, so why is the Company now open to legal repercussions, from not awarding him with the RSUs, at zero cost?

Were there some particular circumstances surrounding MH's departure, that make this a special case?

Sounds like the Company, agreeing to extend the expiry past him leaving, to the original date, has put the Company and its shareholders, at a disadvantage (no million dollars in funds).

How does this all work out, smells a bit off to me?

I think shareholders deserve a better explanation, than was given in the podcast.

His reply was

Thankyou for your email.

Please read the Explanatory Memorandum provided with the Notice of Meeting, released to the ASX last week.

You will find there a detailed description of the rationale for the resolution to award RSU’s to Mr Hernandez and the circumstances that gave rise to his options lapsing. I have nothing further to add to what’s provided in the Explanatory Memorandum.

Regards
Tony


The Explanatory Memorandum, which I had already read, is as follows..


RESOLUTION 8 - ISSUE OF 8,000,000 RESTRICTED STOCK UNITS TO
EMMANUEL HERNANDEZ
Background
As announced to ASX on 13 October 2022, the Company has entered into an agreement to
issue 8,000,000 Restricted Stock Units to Mr Emmanuel Hernandez, a previous Non-
Executive Director and Chair of the Company, following his resignation and the lapse of
options previously granted to him by the Company on 7 July 2017, subject to receipt of the
approval of Shareholders at this Annual General Meeting. The Restricted Stock Units are to
be issued in accordance with the terms of the Equity Incentive Plan the general terms of
which are contained at Appendix A, with the additional specific terms outlined below.
The Options granted to Mr Hernandez lapsed on 1 March 2022, following his resignation
from the Company.
Mr Hernandez expressed interest in reaching an agreement with the Company to avoid
exercising his Options at the same time and instead to continue holding the Options beyond
his resignation date up to expiration. The Company agreed to work with Mr Hernandez to
find an alternative to exercising the Options as this was considered to be in the best interest of
the Company and Shareholders. In so doing, the parties entered into discussions relating to
deferring the exercise of the Options. However, at the time of his resignation, it was
determined that the Company could not modify the terms of the Options without shareholder
approval or a waiver from ASX in relation to Listing Rule approval requirements for any such
modification. During the time required to investigate the proper method of modifying the
Options and negotiating the terms with Mr Hernandez, the Options ultimately lapsed. As this
occurred whilst Mr Hernandez was engaging with the Company on the process for exercise,
the Company considers it appropriate to award Mr Hernandez with the new RSUs.
Sections 200B and 200E of the Corporations Act prohibit the Company from giving a benefit
to a person who holds (or has held in the previous 3 years) a managerial or executive office
with the Company or its subsidiaries, if that benefit is given in connection with that person's
retirement from office and is in excess of that person's average annual base salary over the
relevant period, unless the benefit is approved by shareholders.
The issuance and subsequent vesting of the Restricted Stock Units will amount to the giving
of a termination benefit requiring shareholder approval in accordance with the Corporations
Act. Approval is therefore sought under sections 200B and 200E of the Corporations Act.
The Board does not consider that the issue of the Restricted Stock Units will materially
prejudice the Company or other Shareholders.
Brainchip also considers the issue of the New Rights to Mr Hernandez to be a necessary step
in the prevention of any potential claim by Mr Hernandez.
Specific terms of the Hernandez Restricted Stock Units
Grant Date: On or before the latest date specified by the ASX Listing Rules,
following receipt of all required shareholder approvals under the
ASX Listing Rules and Corporations Act.
Vesting of
RSUs
RSUs will vest and be automatically exercised on the last date of the
month in the month that the Grant Date occurs.
Value of
RSUs
The total value of the Restricted Stock Units cannot be ascertained at
the date of this Notice given the change of share price in market
listed shares from time to time.
The value will be equal to the market price of the Shares on the date
of vesting multiplied by the number of Restricted Stock Units
granted.
For example, if the Restricted Stock Units had been exercised on 22
March 2023 with a market price of $0.43, the Restricted Stock Units
would have had a value of $3,440,000 (being 8,000,000 multiplied by
$0.43).
Expiry Date: The date that is one business day after the last date of the month in
the month in which the Grant Date occurs.
Leavers: For the purposes of the Equity Incentive Plan, Mr Hernandez will be
regarded as an Eligible Participant and actively employed by the
Company until the date of exercise of the RSUs.
This Resolution seeks Shareholder approval for the issue of 8,000,000 Restricted Stock Units
under ASX Listing Rule 7.1 on such terms and conditions more particularly described below.
ASX Listing Rule 7.1 provides that a Company must not, subject to specified exceptions
under ASX Listing Rule 7.2, issue or agree to issue equity securities during any 12-month
period in excess of 15% of the number of Shares on issue at the commencement of that 12-
month period without Shareholder approval.
The effect of the resolution will be to allow the Company to issue the Restricted Stock Units,
the subject of this Resolution, no later than 3 months after the date of the meeting without
using the Company’s 15% annual placement capacity granted under ASX Listing rule 7.1. If
this Resolution is not approved by Shareholders, the Company will either not be able to issue
the Restricted Stock Units, the subject of this Resolution, in the event that Resolution 8 is not
passed by Shareholders, or will be required to issue the Restricted Stock Units, the subject of
this Resolution, by using a portion of the Company’s 15% placement capacity that will be
available if Resolution 8 is passed by Shareholders.
This Resolution is an ordinary resolution requiring it to be passed by a simple majority of
votes cast by the Shareholders entitled to vote on it.
In accordance with ASX Listing Rule 7.3 the following information is provided to
Shareholders:
(c) Number and Class of securities to be issued:
8,000,000 Restricted Stock Units
(d) Date on which securities will be issued:
The Restricted Stock Units will be issued within 3 business days of this Annual
General Meeting.
(e) Issue price of securities:
$nil.
(f) Allottees of the securities:
Mr Emmanuel Hernandez (or his nominee).
(g) Terms of securities:
On vesting of the Restricted Stock Units, the Shares, when issued, will rank
equally with all other Shares on issue at the time and have the same rights and
entitlements as the currently issued Shares.
Directors’ recommendation
The Directors unanimously recommend that Shareholders vote in favour of this Resolution.
The Chairman intends to exercise all available proxies in favour of this Resolution.
A voting exclusion statement for this Resolution is included in the Voting Exclusions.

Personally I'm not happy with that response and stance by the Company, on this matter.

 

[Frangipani]

I suppose I should have made it clearer that I was actually joking re my reference to Aikido yesterday - apologies, in case this came across as making fun of Sean Hehir’s slip-up. It was simply the first thing that came to my mind when I read “Akido” in this thread, and it was tempting to relate Sean’s job as CEO to that of a martial artist strategising, with no ill intent.

But jokes aside. Now that I’ve had time to actually listen to the podcast, I fully agree with @alwaysgreen and @Damo4 that Sean most likely contracted “Akida 1.0“ to “Akido” because (true to his job description ) he was thinking ahead. I don’t think it has anything to do with his American accent. But to be honest - I couldn’t care less why he mispronounced Akida - haven’t similar slips of the tongue happened to all of us? They certainly have to me. We are all human and make mistakes, especially when we find ourselves in an uncomfortable situation under pressure, which is obviously the case here, with both Tony Dawe and Sean Hehir being very much aware that many a shareholders’ nerves are on edge in the face of the tumbling share price. So just cut him some slack! I reckon in a warmer economic climate, we would have all just laughed it off.

Our CEO may not come across as the most charismatic of speakers (mind you, practically every CEO pales in comparison with the paragon of business leaders, the late Steve Jobs), and two of his answers were obviously prepared in advance and read from a script (starting around 4:42 min & 16:50 min), the latter presumably for legal reasons, but you should not judge a book by its cover alone - remember, he explicitly asked to be judged on results, so let’s all at least wait for the AGM rather than make any prejudgements at this point in time.

It seems pretty obvious to me that the timing of this podcast was deliberate, to prepare the ground for the upcoming AGM and in particular for the vote on Manny Hernandez‘ expired options (any chance he simply couldn’t afford to exercise them at the time?), but I, for my part, nevertheless appreciate the management’s sincere efforts to improve communication with BRN shareholders and address their concerns, given this was not just presented as a one-off pre-AGM Q&A but as the inaugural episode of a series of quarterly podcasts. Well done! And while I wish more details on partners/customers and timelines would have been shared, I recognise the importance of NDAs in this field of disruptive technology and trust the whole team at Brainchip is working hard behind NDA-locked doors. We will only see what is behind when the other contractual partners deem the time has come to unveil their novel products. Or possibly never as in the case of sensitive defense technology or if licensed through others. Come on, everyone: The fundamentals haven’t changed one bit; on the contrary, the company’s future has never looked brighter, IMO, with all that validating by BRN’s ever-expanding ecosystem going on.

So what, if that Ubiquity Starlight Express we have all boarded at different stations along the way has turned out to be a much slower ride than anticipated and is picking up even more delays en route for reasons out of Brainchip‘s control? As long as we stay on (the) track(s) and ultimately reach our destination safely, I don’t mind a longer ride. If you ever happened to travel Deutsche Bahn (German Railways) long-distance, you may have learned the hard way that patience can at times be a very useful travel companion. And as long as Brainchip’s competitors aren’t building tracks running parallel to ours, they won‘t be able to overtake us, as we continue to lead the way.

For me, the following passages from the podcast stood out:

1. From 6:34 min onwards: “The ability to do certain use cases around healthcare applications and raw audio processing are incredible breakthroughs that no one else in the industry has.“ This reminded me of the PvdM quote in last week’s Forbes article “19 Ways AI May Soon Revolutionize The Healthcare Industry”:
“Beyond the analysis of medical images and statistical data analysis, medicine could benefit from AI at the edge through a device that constantly monitors and analyzes a patient’s vital signs. Artificial intelligence could predict a crisis based on a patient’s breathing rate, electrocardiogram and other vital signs, reporting the patient’s status to the nurse’s station. This can improve patient care and free up human resources.”
Sounds like a very specific product in the making to me…

2. From 8:42 onwards: “Once you are in, you are in - you are not coming out, you are gonna be in there for generations of products…” and then again from 15:30 min onwards: “World class companies are positioning to come out of the downturn strong. And so, world class companies never stop innovation. They are just being cautious, they are planning their way… And when people decide to actually build their chips, we are gonna be the ones they are gonna build on.“
As other posters have remarked before, to me this sounds as if Mercedes was still on board.

While I totally understand other forum members’ frustration with the current share price and genuinely feel sorry for individual shareholders forced to sell at this time due to personal reasons, the downward trend actually feels like a blessing and a second chance to late-to-the-party shareholders like me who chanced upon BRN thanks to the MB announcement and bought their first parcel of shares around the ATH early last year - as you can imagine, in contrast to the early party guests, we‘ve never even seen our BRN position lighting up green so far. True, you will only feel this way about the current dismal share price as long as you continue to believe in having discovered an undervalued gem, have trust in the management and ideally have some dry powder left to accumulate and average down (which I personally have been doing quite a bit over the past couple of months), although in the grand scheme of things, time in the market will indeed be more important than timing the market, when comparing all of us now to future passengers boarding the Brainchip train way up that predicted hockey stick curve.

Making lemonade from the lemons the sellers and shorters continue to throw at us is my best bet. Yesterday proved to be yet another lemonade day, when my buy limit order that didn’t get filled last month was triggered shortly after market opening (thanks to the weaker AUD / EUR rate as compared to a month ago). What a shame, though, today I could have even gotten more shares for the same amount on Tradegate. Sigh. With the persisting economic headwinds, a seemingly irrational market and a little reading between the lines, I am bracing myself for the share price to drop even further south, but I just can’t seem to get the image of a slingshot or a coiled spring out of my head… Unfortunately I don’t have a crystal ball to tell you when it will gain that momentum. But I am confident it is a „when“, not an „if“.

 

[DingoBorat]

I sent this email to Tony Dawe and received a quick reply, at 10:30pm! Which is a huge credit, to his work ethic.

Hi Tony, hope you are all doing well there
I've got a bit of a problem with the 8 million RSUs for MH.

The original options were 12.5 cents to exercise, why does he now get the RSUs which convert to full shares, for nothing?

The reasons given by the Company at the time, him not exercising, don't add up.

The Company has for a long time, stated that progress was more important than the share price (which I agree with) so why would it say, that him not exercising, benefitted shareholders, as the only reason I can think of, was the selling pressure of MH's tax selling (which we would still get now, but with a much pressured share price_________redacted_________________).

Sounds more like he simply didn't have a million on hand to convert at the time and him no longer being an employee, he would have had to convert straight away.

The Company's agreement, to keep his original expiry date, seems like just a favor to him, so why is the Company now open to legal repercussions, from not awarding him with the RSUs, at zero cost?

Were there some particular circumstances surrounding MH's departure, that make this a special case?

Sounds like the Company, agreeing to extend the expiry past him leaving, to the original date, has put the Company and its shareholders, at a disadvantage (no million dollars in funds).

How does this all work out, smells a bit off to me?

I think shareholders deserve a better explanation, than was given in the podcast.

His reply was

Thankyou for your email.

Please read the Explanatory Memorandum provided with the Notice of Meeting, released to the ASX last week.

You will find there a detailed description of the rationale for the resolution to award RSU’s to Mr Hernandez and the circumstances that gave rise to his options lapsing. I have nothing further to add to what’s provided in the Explanatory Memorandum.

Regards
Tony


The Explanatory Memorandum, which I had already read, is as follows..


RESOLUTION 8 - ISSUE OF 8,000,000 RESTRICTED STOCK UNITS TO
EMMANUEL HERNANDEZ
Background
As announced to ASX on 13 October 2022, the Company has entered into an agreement to
issue 8,000,000 Restricted Stock Units to Mr Emmanuel Hernandez, a previous Non-
Executive Director and Chair of the Company, following his resignation and the lapse of
options previously granted to him by the Company on 7 July 2017, subject to receipt of the
approval of Shareholders at this Annual General Meeting. The Restricted Stock Units are to
be issued in accordance with the terms of the Equity Incentive Plan the general terms of
which are contained at Appendix A, with the additional specific terms outlined below.
The Options granted to Mr Hernandez lapsed on 1 March 2022, following his resignation
from the Company.
Mr Hernandez expressed interest in reaching an agreement with the Company to avoid
exercising his Options at the same time and instead to continue holding the Options beyond
his resignation date up to expiration. The Company agreed to work with Mr Hernandez to
find an alternative to exercising the Options as this was considered to be in the best interest of
the Company and Shareholders. In so doing, the parties entered into discussions relating to
deferring the exercise of the Options. However, at the time of his resignation, it was
determined that the Company could not modify the terms of the Options without shareholder
approval or a waiver from ASX in relation to Listing Rule approval requirements for any such
modification. During the time required to investigate the proper method of modifying the
Options and negotiating the terms with Mr Hernandez, the Options ultimately lapsed. As this
occurred whilst Mr Hernandez was engaging with the Company on the process for exercise,
the Company considers it appropriate to award Mr Hernandez with the new RSUs.
Sections 200B and 200E of the Corporations Act prohibit the Company from giving a benefit
to a person who holds (or has held in the previous 3 years) a managerial or executive office
with the Company or its subsidiaries, if that benefit is given in connection with that person's
retirement from office and is in excess of that person's average annual base salary over the
relevant period, unless the benefit is approved by shareholders.
The issuance and subsequent vesting of the Restricted Stock Units will amount to the giving
of a termination benefit requiring shareholder approval in accordance with the Corporations
Act. Approval is therefore sought under sections 200B and 200E of the Corporations Act.
The Board does not consider that the issue of the Restricted Stock Units will materially
prejudice the Company or other Shareholders.
Brainchip also considers the issue of the New Rights to Mr Hernandez to be a necessary step
in the prevention of any potential claim by Mr Hernandez.
Specific terms of the Hernandez Restricted Stock Units
Grant Date: On or before the latest date specified by the ASX Listing Rules,
following receipt of all required shareholder approvals under the
ASX Listing Rules and Corporations Act.
Vesting of
RSUs
RSUs will vest and be automatically exercised on the last date of the
month in the month that the Grant Date occurs.
Value of
RSUs
The total value of the Restricted Stock Units cannot be ascertained at
the date of this Notice given the change of share price in market
listed shares from time to time.
The value will be equal to the market price of the Shares on the date
of vesting multiplied by the number of Restricted Stock Units
granted.
For example, if the Restricted Stock Units had been exercised on 22
March 2023 with a market price of $0.43, the Restricted Stock Units
would have had a value of $3,440,000 (being 8,000,000 multiplied by
$0.43).
Expiry Date: The date that is one business day after the last date of the month in
the month in which the Grant Date occurs.
Leavers: For the purposes of the Equity Incentive Plan, Mr Hernandez will be
regarded as an Eligible Participant and actively employed by the
Company until the date of exercise of the RSUs.
This Resolution seeks Shareholder approval for the issue of 8,000,000 Restricted Stock Units
under ASX Listing Rule 7.1 on such terms and conditions more particularly described below.
ASX Listing Rule 7.1 provides that a Company must not, subject to specified exceptions
under ASX Listing Rule 7.2, issue or agree to issue equity securities during any 12-month
period in excess of 15% of the number of Shares on issue at the commencement of that 12-
month period without Shareholder approval.
The effect of the resolution will be to allow the Company to issue the Restricted Stock Units,
the subject of this Resolution, no later than 3 months after the date of the meeting without
using the Company’s 15% annual placement capacity granted under ASX Listing rule 7.1. If
this Resolution is not approved by Shareholders, the Company will either not be able to issue
the Restricted Stock Units, the subject of this Resolution, in the event that Resolution 8 is not
passed by Shareholders, or will be required to issue the Restricted Stock Units, the subject of
this Resolution, by using a portion of the Company’s 15% placement capacity that will be
available if Resolution 8 is passed by Shareholders.
This Resolution is an ordinary resolution requiring it to be passed by a simple majority of
votes cast by the Shareholders entitled to vote on it.
In accordance with ASX Listing Rule 7.3 the following information is provided to
Shareholders:
(c) Number and Class of securities to be issued:
8,000,000 Restricted Stock Units
(d) Date on which securities will be issued:
The Restricted Stock Units will be issued within 3 business days of this Annual
General Meeting.
(e) Issue price of securities:
$nil.
(f) Allottees of the securities:
Mr Emmanuel Hernandez (or his nominee).
(g) Terms of securities:
On vesting of the Restricted Stock Units, the Shares, when issued, will rank
equally with all other Shares on issue at the time and have the same rights and
entitlements as the currently issued Shares.
Directors’ recommendation
The Directors unanimously recommend that Shareholders vote in favour of this Resolution.
The Chairman intends to exercise all available proxies in favour of this Resolution.
A voting exclusion statement for this Resolution is included in the Voting Exclusions.

Personally I'm not happy with that response and stance by the Company, on this matter.

In light of the Company’s stance on this matter, my personal recommendation is (for what that's worth ).

Vote No to Resolution 8!

I don't see why Emmanuel Hernandez should get 8 million free shares (remembering that he would have had to have paid 1 million dollars of much needed funds, to the Company, to convert the original options).

Sure, he can have the 8 million shares, for 1 million dollars, which is still a steal and what he was originally entitled to.

I don't see why he should be gifted them.

It seems for all intents and purposes, that this was some kind of "buddy" deal.

A million dollars is still much needed funding for the Company, I'm invested in.

 

[Sirod69]

Markus Schäfer
1 Std. •
Today is a big day for Mercedes-Benz!

We welcome to our line-up the brand-new generation of the E-Class – one of our most popular and successful models for decades. For us, it forms a bridge between tradition and digitalisation, and also points the way in the transition from the combustion engine to electric drive.

Already from market launch on, half of the models will be will be fourth-generation plug-in hybrids. With a purely electric range of around 100 kilometres in the WLTP, they will in many cases be on the roads under purely electric power, without using the petrol engine. And not to forget: our efficient mild hybrid models.

There’s so much more to talk about. I already touched on its intelligence when we unveiled its interior a few weeks ago. More to follow on that soon.
So, as they say – watch this space.

 

[MDhere]

Manny Hernandez served as Chairperson as did the previous Chair, including Lou (Chief 3 Hats) each brought their own style and
networks of friends, business associates to the table.

A lot of water has since gone under the bridge, the company addressed a lot of the issues with regards the issuing of shares, salaries,
staff layoffs, rewarding performance that had met the strict standards set by the Board, as soon as Lou departed, Peter stood up as
our original founder and took charge, he did a great job, with the help of highly intelligent, business minded staff he had also helped
to hire. Some of the criticisms I have heard are based on fluff, his work on Akida 2.0 was never put on hold or jeopardized because of the responsibilities he took on as acting CEO, he stood up which was a real sign of strength, worked very long hours because of a combination
of self-discipline and in knowing the job had to be done. I have always backed his determination to "never give up".

We have now the strongest team ever assembled to be working on revolutionary, ground-breaking technology, from my understanding
it's a very tight knit global work force, one that we as shareholders should be proud to be associated with.

Tall Poppy syndrome, a company that dares to be different, or how could a neuroscientist in little old Australia be that innovative, have
such a vision, be so creative, surely Australia doesn't house any geniuses, well we do, just watch this space.

We as a company, that's us and the entire staff, run a tight, no nonsense company, we've tightened our belts a number of years ago,
hired the best staff available and are making forward steps, even into the current headwind/s.

4 weeks till the AGM 7 weeks to the next Quarterly Investors Podcast, plus other exciting presentations along the way, try to just take a
step back, breathe and smell the roses for a change.


Have a good rest of the week, cheers.....Tech

Well said tech

 

[cassip]

Does anybody know how to contact the German sales man?

No details about him at the homepage (?).

 

[MDhere]

Arpan Pal on LinkedIn: Total five papers accepted from our group in this year IJCNN… | 18 comments

Total five papers accepted from our group in this year IJCNN (collaborators include IIT Kharagpur, IIT Delhi, Brainchip) - Vision for Retail – Gaurab… | 18 comments on LinkedIn

www.linkedin.com

Total five papers accepted from our group in this year IJCNN (collaborators include IIT Kharagpur, IIT Delhi, Brainchip) -
Vision for Retail –
Gaurab Bhattacharya, Gaurav Sharma, Kuruvilla Abraham, Nikhil Kilari, Jayavardhana Gubbi, Bagya lakshmi V, Balamuralidhar P. and Arpan Pal, "SwatchNet: Small Components Aware Attention for Fashion Product Recoloring".
Vivek B S, Gaurab Bhattacharya, Jayavardhana Gubbi, Bagya lakshmi V., Arpan Pal, and Balamuralidhar P., "Personalized Outfit Compatibility Prediction Using Outfit Graph Network"

Neuromorphic for Spacetech –
Chetan Kadway, Sounak Dey, Arijit Mukherjee, Arpan Pal, Gilles Bezard, “Low Power & Low Latency Cloud Cover Detection in Small Satellites Using On-Board Neuromorphic Processors”
Sayan Kahali, Sounak Dey, Chetan Kadway, Arijit Mukherjee, Arpan Pal, Manan Suri, “Low-Power Lossless Image Compression on Small Satellite Edge Using Spiking Neural Network”

Edge Computing -
Swarnava Dey, Pallab Dasgupta and Partha Pratim Chakrabarti, “DietCNN: Multiplication-Free Inference for Quantized CNNs”

Tata Consultancy Services - Research
Balamuralidhar P, Jayavardhana Gubbi, Gaurab Bhattacharya, Vivek B S, Chetan Kadway, Sounak Dey, Arijit Mukherjee, Sayan Kahali, Manan Suri, Swarnava Dey

music to my ears

 

[cassip]

Just to clarify, because I was the one who mentioned that Tony Dawe said to me in an email that anyone who is using Akida would not keep it a secret for long and would use it in their marketing, here is the email.

The email was sent to me on March 2nd 2023.

View attachment 34266

So what to think about Akida concerning new Mercedes E-Klasse??

 

[MDhere]

I sent this email to Tony Dawe and received a quick reply, at 10:30pm! Which is a huge credit, to his work ethic.

Hi Tony, hope you are all doing well there
I've got a bit of a problem with the 8 million RSUs for MH.

The original options were 12.5 cents to exercise, why does he now get the RSUs which convert to full shares, for nothing?

The reasons given by the Company at the time, him not exercising, don't add up.

The Company has for a long time, stated that progress was more important than the share price (which I agree with) so why would it say, that him not exercising, benefitted shareholders, as the only reason I can think of, was the selling pressure of MH's tax selling (which we would still get now, but with a much pressured share price_________redacted_________________).

Sounds more like he simply didn't have a million on hand to convert at the time and him no longer being an employee, he would have had to convert straight away.

The Company's agreement, to keep his original expiry date, seems like just a favor to him, so why is the Company now open to legal repercussions, from not awarding him with the RSUs, at zero cost?

Were there some particular circumstances surrounding MH's departure, that make this a special case?

Sounds like the Company, agreeing to extend the expiry past him leaving, to the original date, has put the Company and its shareholders, at a disadvantage (no million dollars in funds).

How does this all work out, smells a bit off to me?

I think shareholders deserve a better explanation, than was given in the podcast.

His reply was

Thankyou for your email.

Please read the Explanatory Memorandum provided with the Notice of Meeting, released to the ASX last week.

You will find there a detailed description of the rationale for the resolution to award RSU’s to Mr Hernandez and the circumstances that gave rise to his options lapsing. I have nothing further to add to what’s provided in the Explanatory Memorandum.

Regards
Tony


The Explanatory Memorandum, which I had already read, is as follows..


RESOLUTION 8 - ISSUE OF 8,000,000 RESTRICTED STOCK UNITS TO
EMMANUEL HERNANDEZ
Background
As announced to ASX on 13 October 2022, the Company has entered into an agreement to
issue 8,000,000 Restricted Stock Units to Mr Emmanuel Hernandez, a previous Non-
Executive Director and Chair of the Company, following his resignation and the lapse of
options previously granted to him by the Company on 7 July 2017, subject to receipt of the
approval of Shareholders at this Annual General Meeting. The Restricted Stock Units are to
be issued in accordance with the terms of the Equity Incentive Plan the general terms of
which are contained at Appendix A, with the additional specific terms outlined below.
The Options granted to Mr Hernandez lapsed on 1 March 2022, following his resignation
from the Company.
Mr Hernandez expressed interest in reaching an agreement with the Company to avoid
exercising his Options at the same time and instead to continue holding the Options beyond
his resignation date up to expiration. The Company agreed to work with Mr Hernandez to
find an alternative to exercising the Options as this was considered to be in the best interest of
the Company and Shareholders. In so doing, the parties entered into discussions relating to
deferring the exercise of the Options. However, at the time of his resignation, it was
determined that the Company could not modify the terms of the Options without shareholder
approval or a waiver from ASX in relation to Listing Rule approval requirements for any such
modification. During the time required to investigate the proper method of modifying the
Options and negotiating the terms with Mr Hernandez, the Options ultimately lapsed. As this
occurred whilst Mr Hernandez was engaging with the Company on the process for exercise,
the Company considers it appropriate to award Mr Hernandez with the new RSUs.
Sections 200B and 200E of the Corporations Act prohibit the Company from giving a benefit
to a person who holds (or has held in the previous 3 years) a managerial or executive office
with the Company or its subsidiaries, if that benefit is given in connection with that person's
retirement from office and is in excess of that person's average annual base salary over the
relevant period, unless the benefit is approved by shareholders.
The issuance and subsequent vesting of the Restricted Stock Units will amount to the giving
of a termination benefit requiring shareholder approval in accordance with the Corporations
Act. Approval is therefore sought under sections 200B and 200E of the Corporations Act.
The Board does not consider that the issue of the Restricted Stock Units will materially
prejudice the Company or other Shareholders.
Brainchip also considers the issue of the New Rights to Mr Hernandez to be a necessary step
in the prevention of any potential claim by Mr Hernandez.
Specific terms of the Hernandez Restricted Stock Units
Grant Date: On or before the latest date specified by the ASX Listing Rules,
following receipt of all required shareholder approvals under the
ASX Listing Rules and Corporations Act.
Vesting of
RSUs
RSUs will vest and be automatically exercised on the last date of the
month in the month that the Grant Date occurs.
Value of
RSUs
The total value of the Restricted Stock Units cannot be ascertained at
the date of this Notice given the change of share price in market
listed shares from time to time.
The value will be equal to the market price of the Shares on the date
of vesting multiplied by the number of Restricted Stock Units
granted.
For example, if the Restricted Stock Units had been exercised on 22
March 2023 with a market price of $0.43, the Restricted Stock Units
would have had a value of $3,440,000 (being 8,000,000 multiplied by
$0.43).
Expiry Date: The date that is one business day after the last date of the month in
the month in which the Grant Date occurs.
Leavers: For the purposes of the Equity Incentive Plan, Mr Hernandez will be
regarded as an Eligible Participant and actively employed by the
Company until the date of exercise of the RSUs.
This Resolution seeks Shareholder approval for the issue of 8,000,000 Restricted Stock Units
under ASX Listing Rule 7.1 on such terms and conditions more particularly described below.
ASX Listing Rule 7.1 provides that a Company must not, subject to specified exceptions
under ASX Listing Rule 7.2, issue or agree to issue equity securities during any 12-month
period in excess of 15% of the number of Shares on issue at the commencement of that 12-
month period without Shareholder approval.
The effect of the resolution will be to allow the Company to issue the Restricted Stock Units,
the subject of this Resolution, no later than 3 months after the date of the meeting without
using the Company’s 15% annual placement capacity granted under ASX Listing rule 7.1. If
this Resolution is not approved by Shareholders, the Company will either not be able to issue
the Restricted Stock Units, the subject of this Resolution, in the event that Resolution 8 is not
passed by Shareholders, or will be required to issue the Restricted Stock Units, the subject of
this Resolution, by using a portion of the Company’s 15% placement capacity that will be
available if Resolution 8 is passed by Shareholders.
This Resolution is an ordinary resolution requiring it to be passed by a simple majority of
votes cast by the Shareholders entitled to vote on it.
In accordance with ASX Listing Rule 7.3 the following information is provided to
Shareholders:
(c) Number and Class of securities to be issued:
8,000,000 Restricted Stock Units
(d) Date on which securities will be issued:
The Restricted Stock Units will be issued within 3 business days of this Annual
General Meeting.
(e) Issue price of securities:
$nil.
(f) Allottees of the securities:
Mr Emmanuel Hernandez (or his nominee).
(g) Terms of securities:
On vesting of the Restricted Stock Units, the Shares, when issued, will rank
equally with all other Shares on issue at the time and have the same rights and
entitlements as the currently issued Shares.
Directors’ recommendation
The Directors unanimously recommend that Shareholders vote in favour of this Resolution.
The Chairman intends to exercise all available proxies in favour of this Resolution.
A voting exclusion statement for this Resolution is included in the Voting Exclusions.

Personally I'm not happy with that response and stance by the Company, on this matter.

from where i see it Brainchip (BC) had attempted to drop MH from exercising in the interest off shareholders at the time, an alternate plan was being sorted but wasnt done in time and MH rights lapsed losing his chance which brought a possible lawsuit against BC. So they came up with this idea. That's my short laymans thoughts of it.
I for one don't mind so long as MH can't sell them for a good number of years. Im not too up with options and length of time etc but that's my opinion and take on the situation and BC i believe has shareholders in their best interest.

 

[Deleted member 118]

from where i see it Brainchip (BC) had attempted to drop MH from exercising in the interest off shareholders at the time, an alternate plan was being sorted but wasnt done in time and MH rights lapsed losing his chance which brought a possible lawsuit against BC. So they came up with this idea. That's my short laymans thoughts of it.
I for one don't mind so long as MH can't sell them for a good number of years. Im not too up with options and length of time etc but that's my opinion and take on the situation and BC i believe has shareholders in their best interest.

I’d probably be happy for him to cash them out for 0.125 cents in a few years also. Nothing more or nothing less

 

[thelittleshort]

Another new vacancy listing

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[Frangipani]

Does anybody know how to contact the German sales man?

No details about him at the homepage (?).

Guten Abend @cassip,

I believe Alf Kuchenbuch is whom you are looking for?

https://de.linkedin.com/in/alf-kuchenbuch-a761349

https://www.xing.com/profile/Alf_Kuchenbuch (not yet updated re Brainchip)

I am afraid I can‘t access his contact details, though, as I am neither a LinkedIn nor a XING member myself, but maybe you have an account with either of them resp. know someone who does or another forum member can help?

 

[Deleted member 118]

Guten Abend @cassip,

I believe Alf Kuchenbuch is whom you are looking for?

https://de.linkedin.com/in/alf-kuchenbuch-a761349

https://www.xing.com/profile/Alf_Kuchenbuch (not yet updated re Brainchip)

I am afraid I can‘t access his contact details, though, as I am neither a LinkedIn nor a XING member myself, but maybe you have an account with either of them resp. know someone who does or another forum member can help?

Is this him

 

[Deadpool]

Winner winner chicken dinner.

BrainChip Awarded an Embeddy for the Most Cutting-Edge Product/Service

BrainChip receives Embeddy Award for cutting-edge product/service. Learn more about our innovative solutions now!

brainchip.com

 

[Glen]

This place around AGM time to me resembles a wasp nest. A couple of protagonists poke the nest with a stick and all the wasps in here get stirred up looking to sting something, anything.
We retail investors sometimes do more damage than good. The world has been turned upside down. We've had a pandemic which caused so many hurdles for companies around the world. We have a war in Ukraine started by a madman. This is followed by economic turmoil and possibly a recession to come. Leading tech companies are laying off thousands of employees and BRN is hiring.

Look at the list of companies we are aligned with. Not a bad list. So we are working in automotive on numerous levels, MB, Vale, Nviso and possibly more. We are working in defence and space. We are linked to health, communications and lots more. Prophesee can lead us to numerous leading companies. Megachips can lead us to many places. May have already, we just won't know. Renewal are getting ready to launch a chip with our IP.

As for shares being issued. Many on this team could earn a lot more elsewhere, multiples probably, which we can't afford. Instead of millions in wages they get shares. I would rather them have shares than high wages we can't afford. At least they benefit if we benefit. The alternative would be to have a shit team. This is an excellent team that has been put together and considering where the company is at in it's evolution I am over the moon. Two or three years ago, if you had shown me this list of executives I would have said hell yeah. I doubt there is anyone here who doubts the ability of PVDM and AM.

The company has had to change course but at least they listened to their potential customers and early adopters and made changes.

Just when we are getting close shareholders are trying to tear the company a new one. I just don't get it.

This is only one shareholders opinion but like I said I just don't get it. We have come along in leaps and bounds and are on the cusp. The company has my support and am happy with their progress. NDA's are difficult but a fact of life in this competitive tech space. I've learnt to accept it for what it is. I'm waiting for the time when companies can't wait to tell the world they have Akida in their product and I believe that in the next 2 years the company will be unrecognisable.

IMO only.

BrainChip Wins an Embeddy, Launches Investors Podcast & More

 

[Sirod69]

Edge Impulse
1 Std. •
Not in Chicago today? Not a problem! The Edge ML Series continues with stops in Munich (April 27th), London (May 17th), and Boston (May 18th).

Request your invite and join us to explore how your company can harness real-world data to deploy advanced edge machine learning solutions at scale: https://lnkd.in/gYCkV3Ap

cc: Texas Instruments, BrainChip , Nordic Semiconductor, Alif Semiconductor

 

[Frangipani]

Is this him

Count yourself LUCKY @Bravo is not a real cat, as she/he/they would instantly report your post for being life-threatening…

 

[Sirod69]

Is this him

He comes from Munich!

 

[supersonic001]

Not in Chicago today? Not a problem! The Edge ML Series continues with… | Edge Impulse

Not in Chicago today? Not a problem! The Edge ML Series continues with stops in Munich (April 27th), London (May 17th), and Boston (May 18th). Request your…

www.linkedin.com