BRN Discussion Ongoing

[Getupthere]

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.

 

[HopalongPetrovski]

Sean basically read verbatim the BRN notice on this subject from 2022

Quite likely that is what had been vetted by legal and the board and he is being careful.
I don't blame him.
Who needs a shitestorm a month out from the AGM?
Undoubtedly the board has taken advise on this matter and decided on what they consider to be the best course of action.
Regardless of the opinions of all the amateur Perry Mason's here, they are just trying to get on with their job of making us all filthy rich, rather than getting sidelined by some irrelevant waste of their time and Company resources.

 

[Space Cadet]

Was only really looking at wages, but it’s very common wages to share ratio 25% to 75% shares, but these are with companies that have solid income, where at this stage we don’t, hence why I don’t agree currently with share issues to employees until we see some solid headwind in $$$. Maybe reward these employees with shares and a big bonus after x amount of years staying within the compan, because if they believe in the company and the tech, then this shouldn’t be an issue.

Sorry didn't get back to you sooner. Been at local club where doubles for RSL and volunteer every year helping out. Good thing is you get ro have a few and work as well.

Anyway little pickled but ok with what you say but none of us are privy to negotiations and where company heading. We get pissed but we either back company or we don't. Getting near pointy end now but imo if we don't have some serious shit happening this time next year then Housten we have a problem. Once we get the first couple bringing in revenue it will only get better from there.

SC

 

[Schnitzel lover]

Quite likely that is what had been vetted by legal and the board and he is being careful.
I don't blame him.
Who needs a shitestorm a month out from the AGM?
Undoubtedly the board has taken advise on this matter and decided on what they consider to be the best course of action.
Regardless of the opinions of all the amateur Perry Mason's here, they are just trying to get on with their job of making us all filthy rich, rather than getting sidelined by some irrelevant waste of their time and Company resources.

I say good luck to him if he can spend 5 & 1/2years as a director and not spend a cent to buy a single share in the company, nor exercise any options, yet be awarded 8million shares as a retired director.. Well played Manny

 

[GingerRogers]

Sean basically read verbatim the BRN notice on this subject from 2022

It was so obvious that he was reading that part rather than actually talking freely to the question.

 

[DingoBorat]

I just relistened to that part several times and it's not really clear to me ..

"would have benefited the Company, by avoiding a large options exercise (I thought that usually benefits the Company?) and sale of shares, required to meet tax obligations, associated with that exercise"

So was the benefit to the Company, from Mr Hernandez not needing to sell converted options, to cover his tax obligations, at a time when this sale, would have put pressure on the share price, when the Company needed to raise funds?

Won't Mr Hernandez, need to do the same now (if that was the issue) at a time when the share price is already depressed?

Only thing different, is that the Company does not now need to raise funds.

If the pressure on the share price at the time was the issue, then the benefit to the Company at that time, might be hard to quantify and could be worth any extra benefit to Mr Hernandez now.

So from the AGM explanatory notes..

"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"

How was the Company, not receiving a cool million dollars (12.5 cent exercise price) in its or our best interests?

Because of the shares MH would have to sell to cover his tax, resulting in pressure on the share price?

Now we don't get the million and the RSUs become full shares, within a month of granting, with the same tax obligations to MH, but now with a pressured share price?

What am I missing here? ..

 

[schuey]

Give you a little advise, in case she does find out i’m clearing out the garage to make room for my bed till end of 2024 hopefully till our great company brings in the bacon, the real revenue.🥹

Im with ya, she's shut up shop and put the lollies away

 

[DingoBorat]

So from the AGM explanatory notes..

"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"

How was the Company, not receiving a cool million dollars (12.5 cent exercise price) in its or our best interests?

Because of the shares MH would have to sell to cover his tax, resulting in pressure on the share price?

Now we don't get the million and the RSUs become full shares, within a month of granting, with the same tax obligations to MH, but now with a pressured share price?

What am I missing here? ..

Could it be that MH simply didn't have a million dollars to exercise the options at the time?

My understanding is that, leaving before the expiry date, he would have had to exercise them straight away.

Did the conversation go something like..
"Cmon guys, I don't have a mil' on me right now, can we keep the expiry date?"..

Kind of convenient, that now he doesn't even have to come up with that at all..

I seem to remember, there were some particular circumstances, surrounding his departure.
Does anyone remember these?

Maybe @Schnitzel lover remembers reading the particular announcement?

I'm happy to be pulled up on anything I'm saying, in trying to work out the circumstances here..

 

[Stable Genius]

#mercedesbenz #eclass | Mercedes-Benz AG | 238 comments

Digital World Premiere of the new Mercedes-Benz E-Class The new Mercedes-Benz E-Class evolves with you. The business icon is leading the way for a new digital luxury experience and with the latest generation MBUX. And that's not all: in addition to many more innovations and a stunning design...

www.linkedin.com

Exciting Times!

 

[The Pope]

View attachment 35022

#mercedesbenz #eclass | Mercedes-Benz AG | 238 comments

Digital World Premiere of the new Mercedes-Benz E-Class The new Mercedes-Benz E-Class evolves with you. The business icon is leading the way for a new digital luxury experience and with the latest generation MBUX. And that's not all: in addition to many more innovations and a stunning design...

www.linkedin.com

Exciting Times!

Scrolled through the like, love reactions via LinkedIn and I didn’t notice any BRN staff like RT etc adding a reaction.
Doesn’t mean it is a No linked to BRN as per your highlighted section with MBUX. Fingers crossed it’s positive

 

[Stable Genius]

Not sure how we fit; if at all here. You would hope given MB connection we will be the brains of Luminars LiDAR but no guarantee at this time. Interesting time to be engaging China market also.

US Lidar Firm Will Pursue China AV Market​

April 21, 2023
Add Comment

US lidar firm Luminar, the Nasdaq-listed Florida start-up, is making a push into China as the world’s largest auto market races to put automated and autonomous driving vehicles on the road.
From TechCrunch by Rita Liao.
By 2028, more than 1 million Luminar-equipped cars will be on the road in China, Luminar’s founder and CEO Austin Russell said this week at Auto Shanghai, one of the world’s largest auto trade fairs. All of the cars will have advanced safety capabilities from the start and come equipped with the capabilities to unlock higher levels of autonomy over time, a company spokesperson told TechCrunch via email.
It’s refreshing to see foreign investment continue to flow into the auto sector between the two superpowers despite their escalating standoffs over issues like national security. After all, it’s hard to overlook China’s enormous car market.
With its 500 million drivers, China is a coveted place for foreign automakers and suppliers. Much of Tesla’s meteoric rise has been credited to its success in China, which now accounts for more than half of its deliveries and has become a major manufacturing hub for the EV behemoth.
People in China are also willing to pay for smarter cars. Sixty percent of the Chinese consumers surveyed by McKinsey & Company in 2021 said they were likely to buy a Level 4 advanced highway pilot for less than $10,000, compared to 57% in the U.S. and only 36% in Germany. It’s no surprise, then, to see Chinese carmakers, from state-owned giants to startups, rushing to integrate automated driving features, which still require hands on the wheels, into their vehicles as a selling point.
Luminar is catching the wave of welcoming consumers in China. To do so, it’s teamed up with Taiwan’s TPK, a key touch-screen supplier to Apple and Tesla, to “build and operate an additional high-volume factory driven by rapidly growing demand for Luminar in Asia,” the company announced at Auto Shanghai. This adds to its existing manufacturing bases across the U.S., Thailand, Mexico and China.
At the initial stage, the new TPK facility, which will be in Xiamen of China’s southeast Fujian Province, is expected to produce up to 600,000 lidar sensors annually to serve clients such as Mercedes-Benz, which just signed a “multibillion-dollar” deal to use Luminar lidars in its next-gen vehicles.
For the complete article on US lidar firm Luminar CLICK HERE.
Note – If you liked this post click here to stay informed of all of the 3D laser scanning, geomatics, UAS, autonomous vehicle, Lidar News and more. If you have an informative 3D video that you would like us to promote, please forward to editor@lidarnews.com and if you would like to join the Younger Geospatial Professional movement click here

US Lidar Firm Will Pursue China AV Market | In the Scan

US lidar firm Luminar is making a push into China as the world’s largest auto market races to put autonomous driving vehicles on the road.

blog.lidarnews.com

 

[Tothemoon24]

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

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...

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

 

[Violin1]

Management keep changing the goal posts but treats s/h like mushrooms
WHY should we give them free SHARES WHY.

Because they are working on the company. They are NOT FREE. Sure, we'd all like some re-assurance and patting on the back to say "it's all ok" - but fact is the company isn't going to keep putting out notices that they cannot guarantee. You either have faith in the Board that was elected or you get a whippy stick and head for the fowl yard....

 

[goodvibes]

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

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...

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

Hi TTM24,

What does that mean to Brainchip?

 

[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 (?).