AIM Rule 26

This page contains links to core management and financial information and has been designed to comply with the requirements of Rule 26 of the AIM Rules for Companies – ‘Company information disclosure’. This website is owned and maintained by MYCELX Technologies Corporation. The website was last updated on 16 September 2024. For further information, click on the links below:

Description of Business

MYCELX has a strong, multi-disciplinary team operating principally in the United States of America, and sells product to customers worldwide.

A description of MYCELX Technologies

The Team

Details of the Board and Officers of the Company

Country of Incorporation and Main Country of Operation

MYCELX is incorporated in the United States of America and its main country of operation is the United States of America. Since MYCELX is not incorporated in the UK, the rights of MYCELX shareholders may be different from the rights of shareholders in a UK incorporated company.

Current Constitutional Documents

Articles of Incorporation Bylaws

Regulatory Announcements

Advisors

Details of the NOMAD and other advisers.

Securities in Issue

The Company’s issued share capital consists of 24,363,814 Common Shares with no Common Shares held in treasury. Therefore, the total number of voting rights in the Company is 24,363,814 which may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

New Common Shares issued in September 2024 pursuant to a Placing, Subscription and Broker Option trade in the Company’s new restricted line of Common Shares under the symbol MYXR, and the New Common Shares, as represented by depositary interests (“Depository Interests”), are held in the CREST system and are segregated into a separate trading system within CREST identified with the marker “REG S” (identified under ISIN USU624551318). The other 22,983,023 Common Shares are admitted to trading on the unrestricted line of stock with the ticker MYX (identified under ISIN US62847T2024).

The Company’s securities are only traded on AIM, and no other exchanges or platforms.

UK City Code on Takeovers and Mergers

Corporate Governance

The Directors recognise the value and importance of high standards of corporate governance. The Company is incorporated in the State of Georgia, United States, and is governed by and complies with the Georgia Business Corporation Code (“GBCC”). There are a number of differences between the corporate structure of the Company and that of a public limited company incorporated in England under the Companies Act 2006. Whilst the Directors consider that it is appropriate to retain the majority of the usual features of a U.S. corporation, they intend to take certain actions to meet U.K. standard practice adopted by companies incorporated under English law and admitted to AIM.

The Company is committed to high standards of corporate governance and draws upon best practice available. Further to AIM Rule 26 the Board has determined to follow the QCA Code, published by the Quoted Companies Alliance, which sets out a minimum best practice standard for small and mid-size quoted companies, particularly AIM companies. The following information is provided to describe how the Company applies the principles of that code and explain any departures from the specific provisions of that code. This review was originally carried out as at 21 September 2018, and updated as at 31 August 2024.

The QCA’s Ten Principles of Corporate Governance

The ten principles of corporate governance set out in the QCA Code and applied by the Company are as follows:

Deliver Growth

1. Establish a strategy and business model which promote long-term value for shareholders

MYCELX’ strategy and business model can be found on pages 18 to 21 of the 2023 Annual Report here.

2. Seek to understand and meet shareholder needs and expectations

At the Company’s Annual Meeting, usually held in London, the Chairman and Chief Executive Officer are normally available before and after the meeting for further discussions with shareholders. A meeting with US shareholders is also held annually. The Chief Executive Officer meets with institutional investors on various occasions during the year, primarily following the Company’s Annual results and Interim Results announcements. A number of such meetings took place in 2023 by way of video conference.

Further information on the 2024 Annual Meeting, which is scheduled to be held on 9 July 2024, is set out in the Notice of Annual Meeting.

Copies of the Annual Report and Financial Statements are issued to all shareholders and copies are available on the Company’s website. The Company also uses its website to provide information to shareholders and other interested parties, subject to applicable restrictions of United States securities laws. The Chief Financial Officer and Secretary also deal with shareholder correspondence as and when it arises, and may be contacted through the address on the Company’s website.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

Our business model which identifies the key resources and relationships on which the business relies can be found on pages 18 and 19 of the 2023 Annual Report here.

4. Embed effective risk management, considering both opportunities and threats, throughout the organization

The Company continues to face and address a number of risks and uncertainties, some of which are set out on pages 24 and 25 of the 2023 Annual Report here.

The Board is ultimately responsible for the Company’s system of internal control and reviewing its effectiveness on an ongoing basis. The system is designed to manage rather than eliminate the risk of failure to achieve the Company’s strategic objectives, and cannot provide absolute assurance against material misstatement or loss. The key risk management processes and internal control procedures include the following:

• The involvement of the Executive Directors in day-to-day operations.
• Clearly defined responsibilities and limits of authority.
• A system of financial reporting, forecasting and budgeting. Budgets are prepared annually for the business based upon a multi-year strategic plan narrowed to a current year tactical plan to take advantage of current opportunities and address near term risks. Reviews occur through the management structure culminating in a Company budget which is considered and approved by the Board. Company management accounts are prepared monthly and submitted to the Board for review. Variances from budget and prior year are monitored and the reasons for significant variances are reviewed.
• An ongoing process for identifying, evaluating and seeking to manage significant risks across the Company.

Maintain a Dynamic Management Framework

5. Maintain the board as a well-functioning, balanced team led by the chair

The Board of the Company comprises two Non-Executive Directors with relevant experience to complement the two Executive Directors and to provide an independent view to the Executive Directors.

The Non-Executive Directors are Tom Lamb (Chairman) and André Schnabl. The two Executive Directors are Connie Mixon (Chief Executive Officer) and Haluk Alper (President and Chief Science Officer).

Kimberly Slayton was appointed Chief Financial Officer on 16 March 2016, but is not a member of the Board of Directors.

Of the two Non-Executive Directors, Tom Lamb, who was appointed as a Director on 29 July 2019, was regarded as independent on appointment. Following his appointment as Chairman on 7 July 2021, the test of independence is not appropriate.

André Schnabl, who was appointed as a Director on 1 January 2019, is regarded as independent and was appointed as Senior Independent Director on 1 January 2019.

The Company continues to have two independent Non-Executive Directors as required under the QCA Code. A high-level profile of a prospective additional Non-Executive Director has been completed, and the Board intends to engage in a search in due course.

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Board believes that, as a whole, it contains the necessary mix of experience, skills, personal qualities (including gender balance) and capabilities to deliver the strategy of the company for the benefit of the shareholders over the medium to long term. Full details of the Directors are set out here.

Internal Advisory Responsibilities

The Company is incorporated in the State of Georgia, United States, and the role of Company Secretary is carried out by the US based Chief Financial Officer. An experienced qualified UK based individual performs the role of Assistant Secretary, and provides a sounding board for the Board on UK regulatory issues. In addition, the Company relies on its external US and UK advisers to provide additional advice when required, and to ensure the directors are fully aware of their responsibilities as directors of an AIM company.

There is a process for ensuring that any new Director receives advice, including from the Company’s nominated adviser and external lawyers where appropriate, on his/her responsibilities as a Director of an AIM company, and the Board would ensure that any new appointee would benefit from a full induction programme.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Company has conducted an internal evaluation of the Board and its Committees, and their performance, annually since Admission to AIM in August 2011. Further information on the process used can be found below under QCA Principle 9 – Nomination and Governance Committee.

Succession planning at Board and Committee level, and of senior management, is formally reviewed on an annual basis. In addition, all Directors are subject to re-election at the Annual Meeting, and due consideration is given by the Nomination Committee as to whether individual Directors are recommended for re-election.

The Company regularly reviews the ongoing training requirements of Directors as part of the annual board evaluation process, and Directors are encouraged to attend relevant training courses.

8. Promote a corporate culture that is based on ethical values and behaviours

The Board believes that the business culture is consistent with the company’s objectives, strategy and business model as set out in the Strategic Report and the description of principal risks and uncertainties.

The Board ensures that the Company has the means to determine that ethical values and behaviours are recognised and respected through the adoption of appropriate policies, including a Code of Ethics and Business Conduct; a Whistleblower Policy, and a Policy on Equal Employment Opportunities

In addition, in response to the Market Abuse Regulations (“MAR”) which came into force on 3 July 2016, and which apply to AIM companies, the Company has adopted a Share Dealing Policy and Dealing Code which apply to all Directors and employees of the Company.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The Board met formally six times in 2023. All of the Board meetings were attended by all of the Board members.

The Board has adopted policies in relation to:

• Schedule of Matters Reserved for Board Decision
• Separation of the Roles of Chairman and Chief Executive Officer

Board Committees

The Company has established an Audit Committee, a Compensation Committee, a Nomination and Governance Committee and an Executive Committee. The minutes of the committees are circulated to the Board, and the committee chairs also report to the Board on the outcome of committee meetings at the subsequent Board meeting. All of the committees annually review and readopt their Terms of Reference.  The committees have the following roles:

Audit Committee

The members of the Audit Committee are André Schnabl (Chairman) and Tom Lamb. Meetings are held not less than three times a year, and take into account the work programme set out in the Audit Committee Guide published by the QCA. André Schnabl served as Chairman of the Audit Committee during the year ended 31 December 2022. The Audit Committee’s Terms of Reference can be found here.

The Audit Committee formally met formally three times in 2023. The Committee meetings were attended by both Committee members.  Further information on the work of the Audit Committee can be found on page 33 of the 2023 Annual Report here.

Compensation Committee

The members of the Compensation Committee are André Schnabl (Chairman) and Tom Lamb. Mr. Schnabl was appointed Chair of the Compensation Committee in place of Mr. Lamb in December 2022. The primary duty of the committee is to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Executive Directors, the officers and such other members of the executive management as it is designated to consider. The remuneration of the Non-Executive Directors is a matter for the Chairman and the Company’s Executive Directors. No Director or officer may be involved in any decisions as to their own remuneration.

The Compensation Committee formally met two times in 2023. The Committee meetings were attended by both Committee members.

The Compensation Committee’s Terms of Reference can be found here. Further information on the work of the Compensation Committee can be found on pages 36 to 38 of the 2023 Annual Report here.

Nomination and Governance Committee

The members of the Nomination and Governance Committee are Tom Lamb (Chairman) and André Schnabl. The Nomination and Governance Committee is responsible for identifying and nominating members of the Board, recommending Directors to be appointed to each committee of the Board and the chair of such committees and overseeing the evaluation of the Board.

An internal evaluation of the Board and its Committees, and their performance, has been conducted annually since Admission to AIM in August 2011. The individual evaluation takes the form of interviews conducted by the Chairman with each Director. A performance evaluation of the Chairman is carried out by the Non-Executive Directors in conjunction with the Chief Executive Officer. Questionnaires covering the Board and each Committee are also completed by each relevant Director, and provide an opportunity to comment on Board and Committee procedures. The results of the 2023 evaluation were presented to the Board in May 2024, and any findings are followed up at subsequent Board meetings.

The Terms of Reference of the Nomination and Governance Committee can be found here.

The Nomination and Governance Committee met formally once in 2023. The Committee meeting was attended by both Committee members. Further information on the work of the Nomination Committee can be found on page 35 of the 2023 Annual Report here.

Executive Committee

The members of the Executive Committee are Connie Mixon (Chair) and Tom Lamb. The Executive Committee has the power to perform all functions of the Board between meetings of the full Board, except as otherwise provided by the GBCC.

Build Trust

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board ensures that the market is kept fully appraised of all material business developments through formal announcements. The Company announces the outcomes of all votes held at Annual Meetings.

Further information is shown under QCA Principle 2 above.