Announcement PDF PROSPECTUS PERCHERON THERAPEUTICS LIMITED (ACN 095 060 745) This Prospectus is being issued for the offer of up to 280,000,000 New Options as follows (Offers): (a) 230,000,000 New Options to Placement Participants (Placement Options Offer); and (b) 50,000,000 New Options to the Joint Lead Managers (or their respective nominees) (Broker Options Offer). THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY. IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR SUITABLY QUALIFIED PROFESSIONAL ADVISER WITHOUT DELAY. THE SECURITIES OFFERED IN CONNECTION WITH THIS PROSPECTUS ARE OF A SPECULATIVE NATURE. i Table of contents 1. Background to the Offers 11 1.1 Background 11 1.2 The Offers 11 1.3 Conditional Offers - satisfaction of ASX quotation requirements 12 1.4 Purpose of this Prospectus 12 1.5 Opening and Closing Date 12 1.6 Minimum subscription 13 1.7 No underwriting 13 1.8 Application Forms 13 1.9 Issue date and dispatch 14 1.10 ASX quotation 14 1.11 CHESS 14 1.12 Residents outside Australia 14 1.13 Taxation implications 15 1.14 Major activities and financial information 15 1.15 Privacy 15 1.16 Enquiries concerning this Prospectus 15 2. Effect of the Offers 16 2.1 Capital structure on completion of the Offers 16 2.2 Proposed use of funds 17 2.3 Effect on control of the Company 17 2.4 Substantial Shareholders 17 2.5 Financial effect of the Offers 18 3. Risk factors 19 3.1 Specific risks 19 3.2 General Risks 23 3.3 Investment Speculative 24 4. Rights attaching to Securities 25 4.1 Rights and liabilities attaching to Shares 25 4.2 Terms and conditions of New Options 26 5. Additional information 29 5.1 Company is a disclosing entity 29 5.2 Copies of documents 29 5.3 Information excluded from continuous disclosure notices 30 5.4 Determination by ASIC 31 5.5 Market price of Shares 31 5.6 Dividend Policy 31 ii 5.7 Interests of Directors 31 5.8 Joint Lead Managers Mandate 33 5.9 Related party transactions 33 5.10 Interests of other persons 34 5.11 Expenses of Offers 34 5.12 Consents 34 5.13 Electronic Prospectus 35 6. Directors’ statement and consent 36 7. Definitions 37 1 Important information General This Prospectus is issued by Percheron Therapeutics Limited (ACN 095 060 745) (Company) for the purposes of Chapter 6D of the Corporations Act. This Prospectus is dated 4 November 2026 and was lodged with ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus. No New Options will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus). The New Options offered by this Prospectus should be considered speculative. Please refer to Section 3 for details relating to investment risks. A copy of this Prospectus is available for inspection at the registered office of the Company at Level 30, 35 Collins Street, Melbourne VIC 3000, during normal business hours. The Prospectus will also be made available in electronic form. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus (free of charge) from the Company’s registered office by contacting the Company. The Offers contemplated by this Prospectus is only available in electronic form to persons receiving an electronic version of this Prospectus within Australia. The Company will also provide copies of other documents on request free of charge (see Section 5.2). This Prospectus is a “transaction specific” prospectus for an offer of options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is only required to contain, amongst other things, information in relation to the effect of the issue of the New Options on a company and the rights attaching to the New Options. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company. No person is authorised to give any information or to make any representation in connection with the Offers in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company or the Directors in connection with the Offers. No investment advice The information in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. This document is important and should be read in its entirety before deciding to participate in the Offers. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to their particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult their stockbroker, solicitor, accountant or other suitably qualified professional adviser without delay. Disclosing entity As a disclosing entity, the Company has issued this Prospectus in accordance with section 713 of the Corporations Act applicable to prospectuses for an offer of options to acquire Shares which are quoted enhanced disclosure Shares and the Shares are in a class of securities that were quoted enhanced disclosure Shares at all times in the three months before the issue of this Prospectus. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to the ASX and does not include all the information that would be included in a prospectus for an initial public offering of Securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision about whether to invest. Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the requirements of the ASX as applicable to disclosing entities from time to time, and which require the Company to notify ASIC of information available to the stock market conducted by the ASX, throughout the three months before the issue of this Prospectus. Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete. Overseas Shareholders The Offers constituted by this Prospectus in electronic form is only available to persons receiving an electronic version of this Prospectus and accompanying Application Form within Australia. No action has been taken to permit the offer of New Options under this Prospectus in any jurisdiction other than Australia. The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Prospectus outside of Australia should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer of New Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus. In particular, this Prospectus may not be distributed to any person, and the New Options may not be offered or sold, in any country outside Australia. Forward-looking statements This Prospectus includes forward looking statements that have been based on current expectations about future acts, events and circumstances. These forward looking statements are, however, subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in the forward looking statements. The Directors 2 cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The Directors have no intention to update or revise forward- looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. Definitions, time and currency Definitions of certain terms used in this Prospectus are contained in Section 7. All references to currency are to Australian dollars and all references to time are to the time in Melbourne, Australia, unless otherwise indicated. Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed. 3 Corporate directory Directors Dr Charmaine Gittleson Non-Executive Chair Dr Michael Baker Managing Director and Chief Executive Officer Dr Ben Gil Price Non-Executive Director Dr James Garner Non-Executive Director Company Secretary and Chief Financial Officer Ms Deborah Ambrosini Registered Office Share Registry* Level 30, 35 Collins Street Melbourne VIC 3000 Telephone: +61 3 9827 8999 Email: info@percherontx.com Website: www.percherontx.com Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Telephone: 1300 737 760 (within Australia) +61 2 9290 9600 (outside Australia) ASX Code: PER * This entity is included for information purposes only. They have not been involved in the preparation of this Prospectus. 4 Indicative timetable Event Date (2026) Lodgement of Prospectus with ASIC and ASX Opening Date of Offers Pre-market on Wednesday, 4 November Lodgement of Appendix 3B to apply for quotation of New Options Wednesday, 4 November Closing Date of Offers (5:00pm Melbourne time) Thursday, 5 November Issue of New Options Friday, 6 November Lodgement of Appendix 2A to apply for quotation of New Options upon their issue Before 12.00pm (AEDT) on Monday, 9 November Commencement of New Options trading on a normal settlement basis Tuesday, 10 November Note: The above dates are indicative only and may change without notice. The Company reserves the right to vary any and all of the above dates without notice, subject to the Corporations Act, Listing Rules and other applicable laws. In particular, the Company reserves the right to vary the Opening Date and the Closing Date without prior notice, which may have a consequential effect on the other dates. Applicants are therefore encouraged to lodge their Application Form as soon as possible after the Opening Date if they wish to invest in the Company. The Company also reserves the right not to proceed with the Offers at any time before the issue of New Options. 5 Investment overview This Section is intended to highlight key information for potential investors. It is an overview only and is not intended to replace the Prospectus. Potential investors should read the Prospectus in full before deciding to invest in New Options. Key Information Further Information Transaction specific prospectus This Prospectus is a transaction specific prospectus for an offer of options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. - What are the Offers being made under the Prospectus? By this Prospectus, the Company is offering up to: • 230,000,000 New Options to Placement Participants (Placement Options Offer); and • 50,000,000 New Options to the Joint Lead Managers (or their respective nominees) (Broker Options Offer), (together, the Offers). Section 1.1 What is the purpose of this Prospectus? The primary purpose of this Prospectus is to: • make the offer of New Options under the Offers; and • ensure that the on-sale of the Shares issued on conversion of the New Options do not breach section 707(3) of the Corporations Act. Section 1.4 What is the intended use of funds from the Offers? No funds will be raised from the issue of the New Options pursuant to the Placement Options Offer under this Prospectus as they are free-attaching to the Shares issued under the Placement. Up to $500 (before costs) will be raised from the Broker Options Offer if all of the New Options pursuant to the Broker Options Offer are subscribed for and issued, noting that they are also being issued to the Joint Lead Managers (or their respective nominees) as part consideration for the provision of joint lead manager and bookrunner services in connection with the Placement. Any funds raised from the Broker Options Offer will go towards the costs of the Offers. To the extent that any funds are raised through the exercise of the New Options, the Company anticipates applying those funds towards further development of its lead asset HMBD-002 and general working capital requirements. Section 2.2 6 Key Information Further Information Who is eligible to subscribe under the Offers? • Placement Options Offer – the Placement Options Offer is open to Placement Participants only. • Broker Options Offer – the Broker Options Offer is open to the Joint Lead Managers only. Section 1.2 What are the terms of the New Options? The New Options will be exercisable at $0.01 each and will expire on 15 April 2028. The Company will apply for quotation of the New Options on the ASX subject to compliance with the requirements of ASX and the Listing Rules. In the event that the Company is unable to satisfy the ASX requirements, the New Options will still be issued but will be Unquoted Options. The full terms of the New Options are set out in Section 4.2. Section 4.2 Are the Offers underwritten? The Offers are not underwritten. Section 1.7 What is the effect of the Offers? The effect of the Offers on the capital structure is set out below (refer to Section 2.1 for further details about the assumptions underpinning the table): Indicative capital structure Securities on issue as at the Prospectus Date Shares 1,982,415,536 Unquoted Options1 439,268,431 Restricted Stock Units 75,000,000 Securities on issue on completion of the Offers2 Shares 1,982,415,536 Unquoted Options3 144,280,926 New Options4,5,6 574,987,505 Restricted Stock Units 75,000,000 1. Comprising the following: (a) PERAQ – 294,987,505 unquoted options exercisable at $0.01 per option and expiring 15 April 2028;1 (b) PERAJ – 3,000,000 unquoted options exercisable at $0.061 per option and expiring 30 June 2028; Section 2 1 As announced to ASX on 30 October 2026, the Company sought, and was granted on 29 October 2026, a waiver from ASX to permit the Company to amend the terms of the PERAQ options, to enable the Company to apply for their quotation on ASX. 7 Key Information Further Information (c) PERAI – 5,017,500 unquoted options exercisable at $0.07 per option and expiring 7 August 2028; (d) PERAK – 9,000,000 unquoted options exercisable at $0.083 per option and expiring 4 July 2029; (e) PERAL – 4,036,487 unquoted options exercisable at $0.26 per option and expiring 29 November 2029; (f) PERAM – 4,036,487 unquoted options exercisable at $0.39 per option and expiring 29 November 2029; (g) PERAN – 4,036,486 unquoted options exercisable at $0.52 per option and expiring 29 November 2029; (h) PERAO – 107,053,966 unquoted options exercisable at $0.035 per option and expiring 20 May 2028; and (i) PERAB – 8,100,000 unquoted options exercisable at $0.004 per option and expiring 3 July 2031. 2. Assumes that the Offers are fully subscribed, and no further Securities are issued, other than as set out below. 3. Comprising the following: (a) PERAJ – 3,000,000 unquoted options exercisable at $0.061 per option and expiring 30 June 2028; (b) PERAI – 5,017,500 unquoted options exercisable at $0.07 per option and expiring 7 August 2028; (c) PERAK – 9,000,000 unquoted options exercisable at $0.083 per option and expiring 4 July 2029; (d) PERAL – 4,036,487 unquoted options exercisable at $0.26 per option and expiring 29 November 2029; (e) PERAM – 4,036,487 unquoted options exercisable at $0.39 per option and expiring 29 November 2029; (f) PERAN – 4,036,486 unquoted options exercisable at $0.52 per option and expiring 29 November 2029; (g) PERAO – 107,053,966 unquoted options exercisable at $0.035 per option and expiring 20 May 2028; and (h) PERAB – 8,100,000 unquoted options exercisable at $0.004 per option and expiring 3 July 2031. 4. Comprising the following: (a) the 294,987,505 PERAQ quoted options exercisable at $0.01 per option and expiring 15 April 2028; and (b) the New Options. 5. Assumes that: (a) the Tranche 3 and Tranche 4 New Options under the Placement and the Broker Options are issued as approved by Shareholders on 7 October 2026; and (b) the 294,987,505 PERAQ options become quoted options on or around the same time as the New Options are quoted. 6. See Section 4.2 for the terms and conditions of the New Options. The Company will apply for quotation of the New Options on the ASX subject to compliance with the requirements of ASX and the Listing Rules. In the event that the Company is unable to satisfy the ASX requirements, the New Options will still be issued but will be Unquoted Options. It is not expected that the Offers will have any effect on the control of the Company. The Company does not consider that the Offers will have a material effect on the financial position of the Company. The expenses of the Offers will be met from the funds raised from the Broker Options Offer (if any) and the Company’s existing cash reserves. Assuming the Broker Options Offer is fully subscribed, the Offers will have an effect on the Company's financial position of reducing the cash balance by $41,206. Please refer to Section 5.11 for further details on the estimated expenses of the Offers. As the Offers will not have a material impact on the Company’s financial position, a pro-forma statement of financial position of the Company showing the financial effect of the Offers has not been included in this Prospectus. Risk factors Section 3 8 Key Information Further Information Potential investors should be aware that subscribing for New Options involves a number of risks. The key risk factors of which investors should be aware are set out in Section 3, including (but not limited to) risks in respect of: • Future capital needs and going concern risk: The Company is loss making and is not cash flow positive, meaning the Company is reliant on raising funds from investors to continue to fund its operations and product development. In order to successfully develop and commercialise the Company’s existing and future products, the Company will require further financing in the future. Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence. Access to public financing and credit can be negatively impacted by the effect of these events on global credit markets. There can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financing will be favourable for further development and commercialisation of the Company’s products. Failure to obtain such additional financing could result in delay or indefinite postponement of further development. The future capital requirements of the Company will depend on many factors, including the continuation of its current business, and the Company may need to raise additional funds from time to time to finance its ongoing operations. The Company intends to spend significant funds to grow its operations. As the Company continues to grow, expenses will continue to exceed revenue, resulting in further net losses in the future. There can be no assurance that such objectives can continue to be met in the future without securing further funding and should further funding be required, there can be no assurance that additional financing will be available on acceptable terms or at all. Any inability to obtain additional financing, if required, would have a material adverse effect on the Company’s business, financial condition and results of operations, and could affect the Company’s ability to continue as a going concern. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price or may involve restrictive covenants which limit the Company’s operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities or the registering of security interests over the Company’s assets. The Company may undertake additional offerings of securities in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such Shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, the voting power of the Company’s existing Shareholders will be diluted. It should be noted that the Company’s accounts for the financial year ended 30 June 2026, lodged with ASX on 19 August 2026, included a material uncertainty related to going concern, in respect of the going concern disclosures included in Note 1 to the financial statements. • Pharmaceutical Research and Development (R&D): Pharmaceutical R&D involves scientific uncertainty and long lead times. Risks inherent in these activities include uncertainty of the outcome of the Company's research results, difficulties or delays in development of any of the Company’s research candidates; and general uncertainty related to the scientific development of a new medical therapy. The Company’s drug compounds require significant pre-clinical and human clinical development prior to commercialisation, processes which are uncertain, expensive and time consuming. There may be adverse side effects or inadequate therapeutic efficacy of the Company’s research candidates which would prevent 9 Key Information Further Information further commercialisation. There may be difficulties or delays in the manufacturing or testing of any of the Company’s research candidates. There may also be adverse outcomes with the broader clinical application of the chosen technology platform which could have a negative impact on the Company’s specific drug development and commercialisation plans. No assurance can be given that the Company’s product development efforts will be successful, that any potential product will be safe and efficacious, that required regulatory and pricing reimbursement approvals will be obtained, that the Company’s products will be capable of being produced in commercial quantities at an acceptable cost or at all, that the Company will have access to sufficient capital to successfully advance the products through development or to find suitable development or commercial partners for the development and/or commercialisation of the products and that any products, if introduced, will achieve market acceptance. In addition, Pharmaceutical R&D activities require a high level of funding over a long period of time to complete the development and commercialisation of pharmaceutical products. There is no assurance that additional funding will be available to the Company in the future or be secured on acceptable terms. If adequate funds are not available, the Company’s business will be materially and adversely affected. If the Company is unable to access capital to continue the development of its products, then this could adversely impact on the collaboration and licensing agreement with its key licensing partners. In addition, if the Company is unable to meet certain performance obligations, it may lead to a dispute with its licensing partners. Unresolved disputes may in turn lead to potential termination of the license granted by them to the Company to exploit relevant products, with the relevant product rights then returning to the licensing partner. • Technology and Intellectual Property Rights: Securing rights to technology and patents is an integral part of securing potential product value in the outcomes of pharmaceutical R&D. The Company’s success depends, in part, on its ability to obtain patents, maintain trade secret protection and operate without infringing the proprietary rights of third parties. There can be no assurance that any patents which the Company has in licensed or may own, access or control will afford the Company commercially significant protection of its technology or its products or have commercial application, or that access to these patents will mean that the Company will be free to commercialise its drug candidates. The granting of a patent does not guarantee that the rights of others are not infringed or that competitors will not develop technology or products to avoid the Company’s patented technology or try to invalidate the Company’s patents, or that it will be commercially viable for the Company to defend against such potential actions of competitors. Accordingly, investment in companies specialising in drug development must be regarded as highly speculative. The Company strongly recommends that professional investment advice be sought prior to such investments. • Option risk and dilution: Options are, by their nature, only of value at times when the exercise price is lower than the price of the underlying Shares. There is no guarantee that the New Options offered under this Prospectus will, at any particular time, have an exercise price which is lower than the price of the Shares. There is a risk that the Options may expire at a time when they have little or no value. On completion of the Offers, assuming the Offers are fully subscribed, there will be up to 280,000,000 New Options issued under the Offers. If all of these New Options are exercised, the Shares issued on exercise will constitute approximately 12% of the Shares on issue following completion of the Offers (assuming the 10 Key Information Further Information Offers are fully subscribed and no further Securities are issued). All Shareholders will experience some degree of dilution as a result of the exercise of New Options. Each New Option (including the Broker Options) has an exercise price of $0.01 which means that the Company will receive additional funds of up to approximately $2,800,000 (before costs) upon exercise of the New Options, assuming all New Options the subject of the Offers are issued and subsequently exercised. There is no certainty that New Options (including the Broker Options), if issued, will be exercised in full, or at all. • Quotation risk: The Company will apply for quotation of the New Options subject to compliance with the requirements of ASX and the Listing Rules, however, the New Options will only be admitted to official quotation by ASX if the conditions for quotation of a new class of Securities are satisfied (which include, amongst other things, there being a minimum of 100,000 New Options on issue, with at least 50 holders with a marketable parcel (within the meaning of the Listing Rules)). The Company makes no guarantee that any such application for quotation will be successful and there is a risk that the Company will not be able to satisfy the ASX requirements for quotation. In the event that the Company is unable to satisfy the ASX requirements, the New Options will still be issued, but will be Unquoted Options and there will be no public market for the New Options. If the New Options are admitted to official quotation by ASX, the price of the New Options is subject to uncertainty and there can be no assurance that an active market for the New Options will develop or continue after the Offers. • Liquidity risk: There can be no guarantee that there will be an active market for Shares or that the price of Shares will increase. There may be relatively few buyers or sellers of Shares on ASX at any given time. This may affect the volatility of the market price of Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is less or more than the price paid for the exercise of Options. Forward looking statements This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are considered reasonable. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the management. The Directors cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to pla