On behalf of us all at BrainChip, I would like to begin today by acknowledging the Gadigal people of the Eora Nation as the traditional custodians of the country on which the Sydney CBD stands and where we're hosting this meeting today. We pay our respects to their elders past, present, and emerging. We acknowledge their ongoing culture and continuing connection to the land, waterways, and skies, and we celebrate the diversity of Aboriginal peoples and the contributions they make to the life of this region. We extend this respect to the traditional custodians of the various lands from which our virtual attendees are dialing in, and to any Aboriginal and Torres Strait Islander people joining us today and participating in the meeting. Welcome all, Antonio.
All right, thank you, Jeff. Good morning, good afternoon, good evening to everyone attending here in the venue or virtually. Welcome to the 2025 Annual General Meeting of BrainChip Holdings. For those of you who do not know who I am or I have not met, my name is Antonio Viana. I serve as the Chairman of the company. This is my fourth AGM, and it continues to be my privilege to serve as Chairman of this company. I would like to take a moment to make a handful of introductions.
Attending here in the venue, Sean Hehir, who you'll be hearing from shortly, our CEO; Jeff Kerrick, who you just heard from, a non-executive director, chair of the Audit and Governance Committee; Peter Van der Made, directly in front of me, the non-executive director and founder of the company; Zelone Lee, non-executive director of the company, member of our two committees; and then Tony Daw, many of you know in the room, director of Worldwide Investor Relations. Attending virtually is Pia Turcinov, non-executive director. She's chair of Remuneration and the Nomination Committee. Pia had intended to be here today, but due to a family situation, needed to stay home. On behalf of BrainChip, we wish her and her family the best as she deals with the situation at home.
Ken Scarince, CFO, attending from his home back in the States; Kim Larkin, Company Secretary, attending from up the coast in Brisbane; and also in attendance is Marcus Ohm from HLB Mann Judd, our auditors. It is my understanding that a quorum is present, so with that, I'm happy to formally open our meeting. On behalf of the board and the employees of BrainChip, I wish to thank everyone for attending today, thanks to those in person and those connected onto the online AGM platform. As is customary, I would like to remind everyone of our guidance on forward-looking statements. It'll be up there eventually. You can see that statement hopefully on the screens here shortly and in the venue online. Before proceeding with the business of the meeting, I would like to mention some procedural matters.
For those of you attending here in the Sydney venue, you should have registered your attendance as you enter the room today. If any shareholder or proxy holder has not registered their attendance at the door with our share registrar Boardroom, we ask that you please do so now. The staff from Boardroom are obviously here to assist you. If you are a visitor, you are certainly welcome, but we ask that you also need to be registered electronically on Boardroom's meeting registration system. If you are a visitor and you haven't registered, again, we ask that you please do so. At this time, as a respect to those around you, we kindly ask that you silence any mobile phones or place them on vibrate, what have you. Right, I see the forward-l.ooking state..ments is up there, so I appreciate that.
The online AGM platform allows sh.areholders, proxy holders, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxy holders have the ability to ask questions and submit their votes. Regarding questions and comments, they can be submitted at any time. However, we do have a process as to how we're going to field questions, more on that in just a bit. To ask a written question, select the messaging icon, type your question in the box towards the top of the page, and press the send button. If you wish to ask your question verbally, click the request to speak button, which you should see. You'll be prompted to confirm your name, enter the topic of your question, and then submit your details, and you select the join queue, and that will connect you.
Please note that while you can submit questions and comments at any time, we will not address them until the relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on the same subject, we'll group them together. Now, for those of you here in the Sydney venue, should you wish to ask a question when invited to do so, just simply raise your voting card, wave your hand, throw a chair, do whatever you need to do. We ask that you state your name, the name of the shareholder, or the name of the shareholder that you represent. From a process standpoint, what we're hoping to do is with the center aisle, when it's your turn, just come to the center aisle. Tony will meet you in the center aisle with the mic. You can ask your question.
That way, we could hopefully get as many as we possibly can. Speaking of that, if we do run out due to time constraints, if we run out of time, we'll answer your questions in due course by email, posting responses on the website. Many of us will be around after the AGM to continue discussions if you wish to do so. Okay, let's talk about voting. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. Those shareholders attending here in the Sydney venue will have received a voting card when registering your attendance, which I will ask you to complete as each resolution is proposed. Paul Cook of Boardroom has been appointed. There he is in the back there waving.
He has been appointed as the returning officer and will collect all voting cards at the end of the meeting. For those attending this meeting virtually using the online AGM platform, if you are eligible to vote, a voting tab will appear once I open voting. To cast your vote, simply select one of the options. Your vote is automatically recorded. There's no need to press or submit an enter button. You do, however, have the ability to change your vote up to the time I declare voting closed. Once voting is closed, whatever option you have selected at that time becomes locked, and that's your final vote. Up to that point, if you're online, you can change your vote along the way. With all this said, I now declare voting open on all items of business. For online attendees, the voting tab will soon appear.
You can submit your votes again at any time, and I'll give you a clear warning before I move to close voting. All right? Okay, so with the logistics out of the way, we're going to begin. Before I hand off to Sean, who's going to come up shortly, I've got a couple of comments I'd like to make. I first want to extend my thanks to Dr. Tapson for his presentation just before the AGM today. For those of you who missed it, don't worry. The full presentation is going to come up on the website shortly so you can watch it. I hope everyone here listened to it and absorbed it. I know it was a lot. Depending upon where you are on the technical scale, I do think there was something for everyone in it.
Our expectation in having Jonathan present was for the share base to understand that in our history, BrainChip has never had a roadmap and a product offering as robust and targeted as we do now. We've never had it. We've heard this from our customers, especially over the last 2 to 3 years, about how we're missing that. The presentation captured and summarized where BrainChip is at and illustrates much of what we've been doing for the past two to three years in terms of overhauling our product offering. Now, to much ridicule, I love to refer to Wayne Gretzky in a lot of my talks, and I know I've done it in the past. He is the greatest ice hockey player ever. He's not the greatest professional sports athlete ever. That's Cristiano Ronaldo. I'm Portuguese. I'm biased.
I know, cut me some slack, it's weird for a Portuguese guy to like ice hockey. Trust me, I'm getting somewhere. Wayne Gretzky would always say that in his career, he focused on anticipating where the puck would be rather than where it was. I think that's a profound statement, not just in tech, but in sport. You have to focus on where the market is going. When customers make decisions on technology, they're not only thinking about what they're doing today, they're thinking about where they're going. They're going to choose companies that they believe are going to support them downstream. How does that translate? When we're sitting with a customer and we're talking to a customer and we're showing them, whether it be Akida 1 or Akida 2, we need to show them Akida Gen AI.
We need to show them Akida 3. We need to show them that when they place a bet on us, we're future-proofed and you can stay with us in the future. We have the architecture that can evolve to support that. We've never had it. BrainChip finally has a roadmap that not only positions well today, but it is designed to meet where the market is going. It has the built-in flexibility to adapt and intercept quickly. The last comment there is the most important. BrainChip has been saddled with a product offering that, while strong and has a solid technological foundation, lacked the flexibility needed to evolve and adapt quickly to changing market conditions. The good news, actually the great news, is that now we have the offering we need and the market needs now. Previously, our inflexibility made market penetration difficult.
It has indeed taken some time, more than we had anticipated. Frustration acceptable to unwind our offering and get where we are now. We have had to unwind the offering. In AGMs past, we, Sean included, we've avoided using the pivot word because sometimes that carries the wrong connotation. Being conservative, we just simply avoided using the term. There is a reality to accept. It was quite clear when I got here, let alone Sean, that an overhaul of some sort was going to be needed. When I arrived, BrainChip absolutely had solid fundamental technology. Via a variety of issues, whether it be bad decisions, questionable leadership, tough luck, bad timing, whatever, the product roadmap and product robustness just wasn't there. It wasn't satisfying the market.
The company, though, tried with all its might to push and position what we had, but we just didn't have the complete set to get over the hump. We had some wins, but not enough. Today, I can firmly say the company is indeed in its best position ever. I believe that. The company has closed more engagements in the last five months than we ever have in the entire history of BrainChip. Yes, you're seeing some of us make some noise in the market about possible redomiciling. Our bullishness is starting to show. The company must now look forward, remain looking forward. I believe we can't and shouldn't look backwards in any form. Let's talk about redomiciling. Let me stress, no decisions of any sort have been made with respect to redomiciling.
Our announcement, and I've gotten lots of questions on this, lots of very good questions, by the way, on this. No decision has been made with respect to redomiciling. Our announcement was only to let the market know we're investigating the matter. In our investigation and discussions, we're talking with bankers, we're talking with advisors, we're talking with legal people, we're talking to other companies. Our fear that there could have been a leak with those discussions predicated our need to make an announcement letting people know we're investigating the matter. If something develops, we will certainly share all options and evaluate properly what is in the best interests of the company and our shareholders. Ultimately, rest assured, the shareholders will decide. I have instructed the board that we'll investigate it, we'll put something forward when that time comes.
Maybe we will not, but if we do, the shareholders will decide. Right now, we have nothing to disclose because no decisions have been made, nothing is in play. I want to be crystal clear on that because we have gotten a lot of questions. Enough from me. Let us get to the more important bits. I am now going to hand over to Sean, our CEO. Sean.
Thanks, Antonio. Hello, everybody. Let me first extend my personal welcome to today's session. I have really been looking forward to this AGM for quite some time as we have been working very hard on many fronts to make some fundamental changes. We are now at the point where those changes are starting to pay off.
As Antonio referenced a moment ago, when he and I arrived a few short years back, it was clear that a large amount of change was required in order for us to succeed and thrive. Would I have liked it to see progress happen more quickly? Absolutely. The changes I directed were made, and we're now seeing the start of these results. Let me outline how we'll use our time here today. I will start the session by giving you a high-level overview of the state of our business. Then I'll dive into the market dynamic, our achievements over the last year, and then close with our ambitious plans for this year. Before we continue, I hope each and every one of you had the opportunity to attend Dr. Tapson's roadmap presentation earlier today.
For those who did, you witnessed firsthand the extraordinary efforts our team has undertaken to expand and strengthen our product portfolio. It was clear to me that this extensive product development was not optional, but essential for us to establish first a foothold and then achieve sustainable growth in the AI market. The transformation from the initial Akida offering to the robust suite of products that we now deliver represents a giant leap forward fueled by vision, innovation, and determination. As Dr. Tapson conveyed, our commitment to product development is ongoing and unyielding because the pace of technological advancement demands nothing less from industry leaders like ourselves. Our efforts are already yielding meaningful results. The strategic wins at the end of 2024, such as Air Force Research Laboratory and Frontgrade Gaisler, and our collaborative efforts with Onsor and Chelpis are just the beginning.
These victories show BrainChip is increasing momentum and provide a strong platform for future growth. When I looked at the enhanced breadth of our product portfolio and our well-defined and ambitious roadmap ahead, and the caliber of our commercial successes and the depth of our industry collaboration, my confidence in BrainChip's trajectory has never been stronger. I firmly believe these elements position us to achieve sustainable revenue growth and establish ourselves as leaders and a dominant force in the Edge AI market for years to come. Our journey has not been without challenges or delays, and it has taken longer than I expected. I am resolute in my conviction that the decisions we have made and the actions we continue to take are paving the way for BrainChip to thrive as a long-term market leader. As we look into 2025, our focus is laser-sharp on four critical objectives.
Drive focused and agile innovation through the product development process to continue to enhance our product portfolio. Two, expand our marketing efforts to provide a clear image of our innovation, capabilities, and strengths. More on that shortly. Three, improve our investor relations to give stakeholders clear, transparent, and top-tier communication that reflect our commitment to shareholder engagement. Four, and absolutely not least, but most importantly, secure larger and more commercial wins to cement our market leadership in the Edge AI market. Before diving into specifics of how I'll achieve these goals or we will achieve these goals, I want to take a moment to reflect on the market that we serve, understanding the dynamic nature of these opportunities for us to appreciate the progress we have made and the strategic direction we are taking.
At last year's AGM, I highlighted the emergence of generative AI and its gradual transition from the data center to the edge. Over the past year, the shift accelerated at an unprecedented rate, fueled by the demand for greater business value, reduced latency, and cost efficiency offered by edge devices and large language models. The cornerstone of generative AI has increasingly become optimized for edge deployment. Innovative companies are announcing frequently breakthroughs in edge-compatible LLMs, addressing needs for agile agility, foresight, and BrainChip is at the forefront of this innovation. Advanced modeling techniques such as distillations mentioned by John earlier have emerged as game changers in this landscape. Pioneered by organizations such as DeepSeek, these techniques enable transformation of large data center-based models into streamlined edge-ready models. The evolution is reshaping possibilities, enabling businesses to capitalize on the power of AI while overcoming the constraints of edge devices.
In parallel, in recognition of state-space models or SSMs, a core strength of BrainChip with our TENS technology has significantly grown. Industry leaders such as NVIDIA and Tencent have demonstrated their commitment this past year with notable announcements. These developments validate the compelling advantage of SSMs over traditional transformer models, particularly for generative AI on the edge. We are confident that SSMs or state-space models will become the preferred model type in this dynamic domain. Establishing leadership for SSM is at the core and fundamental for edge applications, and it is fundamental to our vision. By harnessing the transformative technology, we're poised to redefine the possibilities and cement our position as trailblazers in Edge AI innovation. This past year has been a transformative one for BrainChip, marked by remarkable progress and groundbreaking technological advancements. As Dr.
Tapson emphasized in the earlier session today, we have made great strides in our Akida design work with a steadfast commitment to innovation. We have elevated Akida 2 platform to enrich its functionality through strong partnerships and collaborative dialogue with our prospects and customers. In response to this rapid evolution of the artificial intelligence industry, our product and engineering teams took decisive action, ensuring quick, impactful releases. Our Akida Generation 2 platform stands as a game-changing enhancement to its predecessor, delivering unparalleled power and performance while supporting a larger range of industry models. This leap forward positions us as an industry leader ready to meet the accelerating pace in which new AI models are developed. The innovations embedded in Akida Generation 2, such as long-range skip connections, programmable activation functions, have unlocked the potential to address an ever-widening spectrum of use cases.
We have adapted to meet the shifting demands of the market, guided by invaluable insights from customer interactions. To that end, I initiated focused work to supercharge our MetaTF framework, simplifying and expediting the characterization of customer models and migrating them to Akida design. Our software team has embraced this ambitious goal of delivering a seamless, intuitive, and pleasant experience for our customers, a hallmark of excellence we strive for. Last year, we introduced you to Temporal Event Neural Networks, or TENNs, our proprietary state-space model and its revolutionary potential. Over the past year, BrainChip has taken bold steps to commercialize and solidify the TENNs algorithm and model, securing a competitive advantage for the company. Our achievements in this area speak volumes. We secured four new patents and filed 16 additional patents in this space.
We began the development and started to release the first wave of 10, or excuse me, 12 TENNs models with more on the horizon and on the roadmap. We published results, released practical techniques for development, gave impactful speeches about TENNs in places such as the International Conference of Learning Representation, one of the most prestigious ML conferences in the world, Interspeech, where we presented real-time speech enhancements on raw signals with deep state-space modeling, the IEEE Conference on Computer Vision and Pattern Recognition, showcasing our cutting-edge advancements in computer vision. In other events such as Embedded Vision Summit, Edge AI Summit, Annual AI Hardware and Edge Summit, where we unveiled the latest TENNs demos featuring an LLM appliance. These milestones reaffirm our leadership in the AI and machine learning space, showcasing the practical power of TENNs through published results and presented groundbreaking techniques in Edge AI.
On the sales and marketing front, the seeds we have planted are beginning to bear fruit. The notable milestones include a pivotal win at the Air Force Research Laboratory, which underscores the robustness of our TENNs algorithms and models. Frontgrade Gaisler, with their Gaisler SoC integration, which is going very, very well and talked about publicly just a short two weeks ago. Strategic collaborations such as our partnership with Onsor, which hopefully everybody read or heard about, to enable seizure prediction glasses that use Akida and proof of concepts with industry leaders like Bascom Hunter, Edgex, Airbus, and Chelpus, all hold the promise of blossoming into high-value engagements. Additionally, our intensified effort in winning U.S. government business, with several proposals now being submitted monthly, positioned us for even greater success in this space. Innovation and intellectual property remain at the heart of our strategy.
Over this past year, we filed 16 additional patents, bringing our total portfolio up to 54 patents, all reducing filing costs by 30%. This achievement reflects our unwavering dedication, pushing boundaries and safeguarding our leadership position. These accomplishments are a testimony to our vision, resilience, and drive to lead this industry. Together, we're building a future defined by innovation, excellence, and limitless possibilities. We move forward with pride, knowing that we are shaping the world of tomorrow. As we look forward, my foremost priority is quite simple and very clear: to significantly increase both the rate and value of contract closures compared to 2024. With a broader product range and an increased marketing effort, those chances are greatly enhanced. With a rapidly growing pipeline of opportunities, we're positioned to achieve higher revenues in 2025 and 2026.
These opportunities include such use cases like LLMs and end-to-end audio, object detection, hold great promise, as illustrated by Dr. Tapson. With our enhanced Akida design, strengthened software stack, and expanded range of supported models, we are more prepared than ever to deliver on these ambitions. At the heart of this strategy is a customer-centric culture we have embraced across the entire company. Every single employee, every department is now aligned with the principle that nothing is more important than addressing the needs of a potential customer, ensuring that we respond swiftly, effectively, with purpose, all of us. Before our next AGM, our technical teams will achieve a groundbreaking milestone: the launch of the industry's first AI accelerator for state-space models, coupled with a suite of TENNs models tailored for the most common use cases.
A lot of work has already been done in this area, and a prototype has been demonstrated to potential customers. The feedback is excellent. The prototype has shown unmatched performance, and further innovation will cement BrainChip's differentiated leadership in this market. Additionally, we're developing our next-generation Akida IP architecture, Akida 3, designed with flexibility and programmability at its core. This forward-looking approach ensures that we're future-proofing our technology for yet unknown model types and challenges and changes to come in the future years. You will see a highlighted commitment to marketing and outreach. We're amplifying efforts to engage with the developer community and industry stakeholders. Shortly after this AGM, we will unveil a dynamic new version of the brainchip.com website, building on the success of our current website. This will be followed with the launch of a dedicated developer website later this year.
We will expand our presence at events, increase our interviews, our demand-generation campaigns, and strengthen our thought leadership publications and online platforms, aimed at one simple goal: forging more meaningful engagements and relationships. In the rapidly evolving Edge AI market, the transformation over the past years has been extraordinary. What we began as a very simple space with simple solutions implemented by a few players is becoming a dynamic industry demanding complex, high-performance solutions across numerous sectors. As Dr. Tapson and I have outlined, we have taken deliberate and decisive steps to position BrainChip as a leader in this evolving environment. The work we have done and continue to do is strengthening the foundation for us to thrive among these industry changes. Make no mistake, 2025 is the most important and pivotal year in our company's history.
The entire BrainChip team is operating with a sense of urgency, keenly aware of the importance of securing more and higher value wins this year. We're beginning to see the fruits of our labor with critical commercial successes, key collaborations, and a promising pipeline. Our progress is a testimony to the soundness of our strategy and our unwavering commitment to generating sustainable, meaningful revenue streams. Lastly, as we look to the future, I firmly believe this industry will consolidate to just a handful of leading Edge AI providers, including us, BrainChip. Each commercial win and each product innovation strengthens our position and brings us closer to that vision. We are resolutely focused on achieving this goal. Thank you for your continued support and trust in our mission. Now, let me turn the meeting back to the Chairman.
Right. At this time, we're going to field any questions.
Thank you, Tony. We're going to field any questions with respect to the CEO address. Again, at this time, I would just ask that we field questions relating to the address you just heard. With respect to the resolutions, there'll be a time for Q&A for that when we get to those resolutions. Also, I'd like to remind everyone that if you do have a question, just indicate that you have a question for us, and then just Tony will bring it to the center. You can ask your question. He'll have the mic. It's important that you ask your question with Tony at the mic so that way the people that are online will hear you. Because if you just yell the question, there's a chance people on the online platform won't hear the question. Okay? So with that, let me start by Kim should be online.
Kim, do we have any text or verbal questions received via the online platform?
Yes, Antonio, we do. Before I move to those, there were two questions received in advance of the meeting as well. The first one being from Mr. Matabishi, who asks how the company will be affected by the ongoing tariffs and any fallout from those.
Where's the microphone? Excuse me. Oh, it's right here. I got you. Just start it. Yeah. Obviously, we serve the tech market here, and a lot of our customers are in different countries than the U.S., so you could even look at where our announcements are. Some customers obviously are evaluating and slowing some things down just a little bit while they evaluate what it does to their business. We've had some customers whose stock price has gone down 20%, 30%, 40% based off of those tariffs.
Having said that, let me be very clear. None of them are changing their plans. They're just assessing what they mean and how they navigate around it. I was at a call just yesterday with a CEO who said, "Good companies look at this as an opportunity to innovate through." Interesting, kind of a short-term challenge. We do not see it as any long-term impact at all.
Kim, were there any other questions on the online advanced questions?
Yes, there was this one further question from Mr. Peter Wilkinson. He states that since joining BrainChip as CEO in November 2021, BrainChip shares have moved from $0.54 to a low of $0.16 and currently sit at today $0.22. The company has expended greater than $60 million of shareholder funds without securing a major commercial license agreement or any significant revenue.
Existing shareholders have experienced a 25% dilution in their shareholdings. Mr. Hehir has received at no cost 12.5 million restricted stock units, of which 5.5 million units have already vested without any benefit to shareholders. His question being that at the 2024 AGM, you advised BrainChip was a finalist in three evaluation agreements with major companies in the audio, internet of things, and microcontroller categories. You assured the meeting that the company had worked extremely hard on these agreements. That was the last shareholders heard about these proposals. Without identifying the three major companies, would you please elaborate exactly why BrainChip failed so comprehensively? The Akida 2.0, if half as good as you say it is, should have been emphatically accepted.
Again, please explain the terms of the license agreements and why they have been seen—sorry, why they may be seen as intrusive or restrictive or what other impediments may have hindered BrainChip's commercial success.
Okay. There was a lot of questions wrapped into one, but I will address them. I was taking some notes throughout that. Let's go to the kind of end when you talked about three customers because let me try to answer them specifically to that. Those three customers, I would say one, we did lose, and I'll talk about that in a moment. One has postponed and has not made a decision at all. And this is a large, very large multinational, multi-billion dollar company who's had its own challenges and whose stock is down over 60% in that time, has closed facilities, massive layoffs. They are obviously not making any major decisions.
You got to remember, when we put a product out there, it goes into the core of somebody's product, which they sell to the market. These are really strategic decisions. A company that's going through that level of stress is not making any decisions. That is still active. The other one, we're absolutely still in the hunt. We're working on it, and we still have high expectations that will come across. What you did not hear last time when I talked about those three during the Q&A is ones that did come across. We knew we were working at that point on the Air Force. Did not talk about it, was not sure about the confidence level. Obviously, that came across. We knew we were working on Frontgrade. It came across. You are going to win some, you are going to lose some, and that is the way to look at that.
There are others in the same situation right now. There was a whole plethora of opportunities we're working on that we're just not talking about until we have a cleaner line of sight. Now, the board has a very clear line of sight because they see we do a very detailed pipeline review at every single board meeting. They know all of our engagements. They know all the steps. The other thing I would want to say that's really important is what do you do with those engagements that perhaps don't come across? Hopefully, you got from the theme of Antonio's comments and my comments, and some of the comments that were in that question about spending money.
We had a heck of a lot of work to do in this company, and we did it to make the product and the roadmap that we need to go to be successful. That is where the money has gone. I know somebody asked the question, and I might as well answer it. It is part of that earlier for John's conversation. We believe these will pay off. These are the products that will go. That is why we spent the money. We needed to build up a full set, a full capability. We were not going to get there with our limited offering. We just were not. What do we do with those things? We learned about those things. The feedback we got. We need to improve our communications, new website. We need an offering for LLMs. The whole industry is moving that direction.
We believe we have a strong opportunity here, very strong, because of our strategy about the way we're going to handle on the hardware. He said we won't talk about it, but we have some secret sauce in our hardware that we're very excited about and our models developing around SSMs versus transformers. There are some unique attributes that I would encourage you to talk to John after this that allow them to be the ideal candidate for that edge market. All those things we learned from, and we're putting it right back into building a better, robust set of products, a better set of commercial capabilities. That's what we're spending the money on.
Are there any questions that have now been raised on the AGM platform you're going to put forward?
There are, Antonio.
There are a number of questions that center around the timing of revenue, particularly when that revenue will become regular and also when BrainChip expects that to reach a point where there will be no further reliance on external funding to pay for current costs and tech development.
If you read the annual report, there is a goal for revenue that I have this year that's out there. We have every expectation to make that goal this year to give you a sense of the direction. We have line of sight and more regular cadence and visibility than we ever have. That's really important to say that we are now comfortable that we can see a set of engagements that will lead us to a number that we're confident on. A lot of conversations about my comp. It's all tied to that number this year.
That's the first piece. Around a cash flow neutral position, absolutely our goal will not be this year, but as we continue to ramp over the next year or 2, certainly that's our goal to get there. Cannot give you a date at this point in time.
The only thing I would not mind tacking on, John, to your comments is for everyone to understand there are revenue recognition rules relative to how we provide the technology that have to get taken into consideration. For example, there could be a customer that comes forward that signs a two-year sort of IP-type license with us, and there is a royalty attached to that. They may have a design window that is, oh, let's just say it is a two-year design window. We are going to be ratably recognizing that revenue in equal 1/24 installments all the way through. That is typically how that would work.
If somebody contacted us and simply procured silicon, we could take the order, but we would not recognize that revenue. It would not hit the revenue line until that silicon is actually delivered, depending upon cancellation windows and that sort of thing that may be in that contract. Remember, bookings are different than revenue. We are encouraged by the long-term projections that we see potentially on the revenue front because of the bookings that are coming in. Sean made a comment a little bit ago about his comp. If you have looked at the annual report, and in particular, the REM for Sean, we have now tied him to a booking number. All of that is starting to come together, and I think it is an indicator of the bullishness that the company is starting to have with respect to our interactions with customers and partners in the marketplace. Okay.
Kim, I'm going to give you one more before we go inside here in Sydney.
Yep, certainly. There are questions online from Tony Cooper, who asks particularly, with Edge Impulse having been bought out by Qualcomm earlier this year, why have BrainChip models been suspended on the Edge Impulse website? What is the current relationship with Edge Impulse?
It hasn't changed. Right now, they're still acting as an independent supplier for all our hardware platforms. It's not just others. Do I anticipate today? Now, I've talked to that they've become a captive for Qualcomm, sure, but not right now. I've talked to CEO of Edge Impulse, probably two weeks ago. They had no plans to turn it into a captive platform or to run it just like they are today.
Let's take a question here inside the venue. If you could just—oh, there's the—okay.
You spoke about booking number just a minute ago. How many? I'm sorry. How many? The booking number for this year that Sean is tied to is $9 million. Okay. Another thing. Tell me how many Fortune 5 companies are involved maybe with BrainChip, and how many subsidiaries of those companies are involved with BrainChip?
So when you say—just to be clear—when you say Fortune 500, you're using that as scale, right? Because, I mean, there's international companies that are very large that we're engaged with that are technically not Fortune 500. Yeah. Okay. I gotcha. I gotcha. Good question. I'm going to put it around 10. Probably. It's about right. It's in the ballpark of 10. And subsidiary? I'm sorry? Subsidiary. Subsidiary. Oh boy, that's a tough one to—I'm a little scared to answer that because I don't know—I mean, some of these— No, no, no. I gotcha.
I gotcha. I mean, you probably 2x that. Yeah. I mean, I think the correct way to answer your question is one of the reasons why—I am going to speak as a board member, not as a director of the company—but as a board member, what we're starting to see is a solid growth pattern in the number of companies that we're engaging with. Where if I back up in time, right? In the early days of BrainChip, we had an opportunity with Renesas, right? We had an opportunity with Socionext. Those haven't gone anywhere, right?
And you have to know, I think, to clarify that side of that because everybody's wondering what's happened to Restones.
The correct way to frame that would be they are licensees of BrainChip, but we on the BrainChip side are unaware of any activity that those companies are working on that gives us a line of sight to royalties.
They were taping out. There was excitement over a potential tape-out of technology from other licensees. I think that's the correct way for me to say that. We have line of sight to royalties with engagements that we are more active with today than in the past. Some of those are large entities. I think that's probably the correct way for me to say it and not get into trouble. It's interesting. In this IGM compared to other IGM, we never accepted defeats in cross-customers. It's just over the joy of actually acknowledging we lost customers. I appreciate that. I appreciate that. I got it.
I play more to where as far as where things are exposed to shareholders because people can't see the future.
I appreciate that.
I want to make kind of three comments before I forget if I can hold four. The conversation around Socionext really was Renesas, I think everybody was referring to, though, since I know the record with there, around acknowledging a loss. Yeah, of course, we understand and do that. What I think is important is what I said in my comments or when the first question came in online is, what are we doing with that? To not learn and make the changes that you saw in the roadmap and not learn and make the changes in our software stack, that's what we're doing with every particular loss. If that one we lose, we took the feedback to heart.
We have 2-0 to the market. We made some additional changes to it. That is the beauty of our business model, not a chip. You could have changed the RTL and added another feature. We learn every time we hear some feedback, win or lose. That is the important thing. The other question about the Fortune 500, I would rather he answered it factually, but the way I look at it is what customers are moving fast enough to make decisions for adoption. Sometimes bigger is not always the answer. Remember I mentioned in that question a moment ago, one who is closing offices, stock down greater than 60%, multi-billion dollar company. They are slow moving. We still want to win. We are still going to go after these kinds of things, but they take a long time.
What we have found is companies that are small enough that can make decisions quicker but have the financial resources to do these kinds of big projects. I'm not personally enamored with the largest is always the right answer. Someday you want to have the mix in between. They bring a lot more scale when that time comes, but they can be a lot slower in their decision-making.
Actually, one last piggyback on that too. It's hard to properly classify a loss because there's going to be situations where you're going to do a license deal with somebody. They physically have a license to your technology, but for whatever reason, they don't create an SoC and put it out into the marketplace. Now, as odd as that sounds, from an intellectual property provider perspective, we sold the license.
The downside to it is there's no royalty play because they haven't taped anything out. You ask the question, is that a loss? I sold them the license, right? As we grow and as BrainChip gets larger, there's going to be lots of people that we sell IP to that might not ever get to end silicon, right? They either lose in the marketplace to another solution or the company dies. There's a number of things that could potentially happen. It's kind of hard sometimes to classify that scenario in particular as a loss because it might be a situation where they just didn't go to silicon. Or maybe there's another engagement path. For example, you've heard us make a comment about Onsor a couple of times. Our engagement path with Onsor is to actually provide silicon to them. That's how we're getting started.
I take that with a grain of salt because I think that's really important to understand. Go ahead, Tony.
Yes. Good morning. I'd like to make an observation rather than a question. This I raised last year at the last board meeting, sorry, AGM, and it appears nothing really has been done. The question I'm raising, I've been a shareholder now since this company made a backdoor listing many, many years ago. I'm a shareholder. My wife's a shareholder. My two children are shareholders, and my five grandchildren are also shareholders. I think it's loyal to say that we're pretty loyal to the company. However, the thing that worries me is that I have the utmost confidence in the technical ability of everybody within this company. It's been proven today that you're making some pretty good inroads.
The problem is that that's one side of the business. The other side of the business is those people like us who are shareholders who don't really know what's going on. Your actual work in relation to PR and public relations and things like this, quite frankly, is abysmal. I see stories every single day in relation to BrainChip that are not being capitalized by the company. Anyone can get media with trade media. That's very, very easy to get. The media we want is mainstream media. There are many stories that this small Australian company is making big inroads into certain areas. The space race is one typical advantage. Did we see anything on radio or television in Australia? Not a thing.
My point is that it's very well to say that you're going to do something, but I raised this last year and nothing has been done. In terms of what we need to do is we really need to get shareholders on side to keep them there. We're the people who pay the salaries. We're the people watching our shares go down while we're giving shares to other people within the company to the tune of millions. You can imagine how frustrated many of them are. The frustrations that you see with shareholders has nothing at all to do, I'm sure, with the technical capabilities. It has to do with the relationships that you have with the company and the shareholders. That may be the way to do things in America to give shares without any performance factors.
Quite frankly, in Australia, we do not do it that way. Thank you.
Kim, do we have any other questions on the online platform?
Tony, we do. Some of those center around IP, particularly, and I will consolidate them because there are a couple of them from various shareholders. They ask at what point does the company pivot from an IP-only model into other forms of business to generate revenue. They also ask whether there have been any issues in respect of IP and patents, particularly whether there have been any rejections thereof. What was the second point? Whether there have been any rejections of any IP patents. Rejection of any IP patents. Correct. Cool. Yep.
Around the IP business model, I think that was kind of the essence of the questions and others. I absolutely 100% know this was the right business model and is the right business model.
Listen to the comments that have been presented so far. This market has changed very quickly and will continue to change very quickly. Models that we are now supporting on here did not even exist when we started this job a few short years ago. If we build a piece of silicon that did not support the model trends, not going to work out. You build a piece of silicon that is not optimized, say, with the right number of nodes, right connectors, power islands, you are really going to have a problem. Flexibility at a stage of this market is absolutely critical. I am very, very thankful we made that really important decision. I am going to make a comment. If you heard Jonathan, Dr. Tapson, I will call him Jonathan or John, comment, we are moving towards a new architecture called an ISA, which will be more flexible.
Again, Akida 1, Akida 2, very good, but rigid. The ISA is more flexible. Maybe that's the one you do some more silicon because you're a little more future-proofing to the future. I will never say never to an opportunity to make money, but we got to be clear before we spend the money to go to production. We talk about spending money. It's a lot of money to develop a chip, a lot of it to set up the operations to do it. There's got to be absolute clarity in my mind there's a return before you go down that path. I'm very confident we made the right decision on that. Anything you want to add on that section? No, no. Around rejections, no, we're patents. We follow the normal process. You never know until you go.
There's been no you file and they do the search process, but everything goes according to plan, so. Question here in the room.
Good morning. Peter Larkins, shareholder since the beginning. I just have a question about the bookings. I think, Antonio, you mentioned the AUD 9 million for Sean this year. In terms of that AUD 9 million, how rigid is that onto our actual financials? And if you're remunerated for the AUD 9 million and we get to the end of the year and that doesn't eventuate if that's how it is, it's just a booking, how has that some occurred against you, Sean, for not achieving that outcome then, albeit it happens to eventuate in the next year?
Yeah. It's actually pretty straightforward. This is documented in the REM report, so you can take a look at it.
There is a min threshold that would have to be achieved in order for any sort of compensation to kick in. Off the top of my head, do not hold me to it. It is somewhere in the ballpark of 7.2, 7.3, somewhere thereabouts. That is kind of like the minimum threshold. Then you start up the curve where if it is $9 million and above, that is where payment would take effect, right, at plan. That is a straight booking number. The follow-on question should be, how did you come up with that number? We are looking at the pipeline. We are seeing what we believe we can achieve, tack on a little bit more to that. We created a minimum number that his minimum number is actually almost 2x greater than any annual booking number the company has ever had. That is how we came up with it.
Does that answer your question, mate? If so, I'll get you the microphone. I mean, that was the logic behind it.
Yeah. No, I might not have been too clear about that. What I'm trying to get to, from my understanding, and it may all be written there, is that booking of $9 million, is that actually $9 million in our bank, or is that just a pipeline of $9 million that we haven't received?
Oh, no. Okay. Hold on. I got you. I got you. Didn't mean to interrupt you. In order for something to qualify as a booking, there has to be a contract signed or a PO in hand. If we don't have a contract signed and a PO in hand, it's not a booking, right? This isn't a pipeline generation. This isn't a forecast. This isn't a projection.
This is closed business. However, I would like to refer to my previous comment. Something that is a booking doesn't necessarily translate to full revenue in the next report because depending upon the revenue recognition rules, you might not see it on the revenue line. It might go into deferred revenue, depending upon our delivery obligations and everything associated with that.
Yeah. In the last 12 months, we've had some pretty significant partnerships announced, right? Frontgrade Gaisler, Bascom Hunter, Onsor, Information System Laboratories, RTX, Chelpis, and. My biggest issue is we're investors here, right? Not everybody lives on the internet. Not everybody's trawling your website for the information. Why isn't this information being put on the ASX and announced and shouting from the hilltops? This is what we're doing. This is what we're achieving.
I guess I'll take that one first. All right.
We get that question a lot, right? It gets into, first of all, it gets into the nature of the business, all right? If we do a deal with customer A, right, trust me, BrainChip has no problem at all, right, trying to get information out, whether it be to the ASX or to the general market, that we did business with customer A. We absolutely want to do that. It promotes our brand. It shows the market that more people are utilizing our technology. It makes shareholders happy. That's great, okay? The tap dance that we have to navigate is where we sit in the development cycle. When we engage with somebody, they are two to three years before bringing a product to market, typically two to three years, right?
No tech company wants to tip their hand to the market in terms of what they're working on and what technology is inside it and how it's being deployed. They certainly don't want the market to know how much they paid for it, what their royalty is, what the support model is behind it. They don't want to share that information. So much so that if we tell them on the front end we have to disclose that information, they'll choose someone else. That's the dilemma. That's the landscape that we have to navigate. Furthermore, considering we're so far out in time, the worst thing I could possibly do is to put misleading information to the marketplace. Because since somebody is working on something over the next two years, we probably have some form of delivery and performance obligation over that two-year period.
It might be a booking, but we still have an obligation. There might be a royalty tied to it. I have no idea how many units they're going to ship. I have no idea what the total potential value of the deal is. Anything that I say is conjecture. The hard thing for us is, look, I really want to stress, if BrainChip could announce every single thing imaginable, we would, because obviously we want to promote ourselves. At the same time, and this is an Antonio comment, and if I get hanged for it, I get hanged for it, okay? Ramping of the stock, not a fan. Been there, done that, this company. This company's done the ramping of the stock. Do not want to do that anymore. We have a relationship with the ASX. We have talked to the ASX.
We have made it clear to the ASX how we do business, right? We will absolutely, when something we deem is truly material to the shareholders, we will absolutely put it on ASX. We understand that obligation. At the same time, if we're in a position where it's potentially conjecture, we're unsure, or it's going to severely violate the interaction with the entity we are trying to do business with, that is anti-shareholder. That is anti-customer. That I have a problem with.
Like it or not, and I appreciate it, and I appreciate the answer. I think most of us have heard probably the same answer previously. The ASX has specifics, right? They have price sensitive, and they have non-price sensitive. Correct. All these can be considered non-price sensitive. You say that you want to put, you still announce this information over your website.
It is not like you are not telling people you are working with these people, right, or whatever, right? You are still telling the market. You are just not doing it via the ASX. I do not understand why we cannot make non-price sensitive announcements about this stuff. We are not about ramping the stock. It is not why we are here, right? Because we do not want to get accused of that stuff, right? There is enough of that rubbish, right? There has been. I got you. Let us touch on that non-price sensitive. Non-price sensitive, and that is what we are looking for. We are not looking for material. Of course, we are all looking for material announcements. We want it to be meaningful. Of course. These are significant players. Some of these technology partners you are partnering with, they are significant players within the industry. Non-price sensitive and price sensitive.
Your comment on non-price sensitive announcements is noted, and it is an active discussion at the board in terms of how we can fulfill non-price sensitive announcements. That message has been heard. Look, I'll fall on the sword, right? Given the history of the company, I have swung—whoops, apologies. I have swung the pendulum the other way in terms of being conservative, right? I do not want to get the company into trouble. I am being too conservative. I'll take the heat. Please shoot all arrows at me, not my fellow board members, not Sean. That is Antonio. I am too conservative, right? I am going to fix that. I will fix that.
Hi. Thanks for letting us know about the bookings. I'm just wondering, the royalties, will they actually be coming in this year with current engagements that you know of?
I'll let you answer, Sean. Yeah. Unlikely.
To answer it shortly, unlikely, but possible. I'm going to push us forward. Oh, wait. Actually, no. This gentleman here has had his hand up. We should give him an opportunity. Yep. I'll let you talk.
I'll ask a question or ask for comments from Sean because it relates to a couple of podcasts that occurred fairly recently. And to be quite frank, having listened to them two or three times, I thought, and I don't think this is too strong a word, I think Sean was flabbergasted by some of the comments made by the two people that he was talking to. I refer to Srini Vassan and Aaron Goldberg from Quantum Ventura, and also Dr. Jonathan Tapson from Information System Laboratories. Now, these two podcasts followed along the way, most of them do.
These gentlemen came out with comments such as, and this is Quantum Ventura. Just on that, cybersecurity, I think, I think, and shoot the arrow at me if I'm wrong, but I believe it's a massive potential business. Srini Vassan and Aaron Goldberg talked about their product, which they describe as CRNT. They say it's a one-stop network protection system capable of being deployed on a single server right up to the very largest server networks that you can imagine. They say it's a powerful solution, a ready-to-launch product that right now they're discussing a deal with a large defense contractor. Dr. Joe Gurchee talked about the radar systems that they've been talking with the U.S. Air Force.
They say Akida has really got the attention of the US Air Force, that Akida has opened the floodgates and that the sky is the limit with the collaboration between ISL, BrainChip, and the US Air Force. Sean, just on a bit of a positive note today, because a lot of people are throwing apples at you over lack of revenue and lack of IP licenses, these two business areas, the defense area in the U.S., which will have flow on to, if they still keep them, their allies, and cybersecurity. I mean, I understand that this can be deployed on my Wi-Fi router at home, and it can go all the way up to data centers. To me, the market for that sort of system that Quantum Ventura are developing is just ginormous. I appreciate your comments. Yeah. We fully agree.
There's a third company that we're engaged with, which we haven't had a podcast in the same space. I know Joe very well and talked to Joe a lot about this. Consistent with the theme, until it's more mature, we're not going to talk about it. The market opportunity, the use case, perfect for this. Absolutely perfect. Even the example you used on your little router at home, absolutely perfect for that. We're talking to several customers or prospects about that. Those two, yeah, they're very bullish on this company. When you say flabbergasted, I think it was the word. Obviously you try to be humble when people give you those kind of compliments. Yeah, these are, by the way, these companies, the way to look at them, they're experts. They're tough guys. It passes their scrutiny.
That's a testament to the product. The fact that they say that, because they have their choice of products around the world, they're not easy guys to please. So something good there, for sure.
Okay. I'm going to push us forward. We're going to move on to the general business. We're going to proceed with a discussion on the proposed resolutions, including questions from shareholders about each resolution. The notice of meeting was distributed to all shareholders on the 1st of April, 2025. I'm going to take the notice of meeting as read. To the financial statements, item one on the agenda deals with the receipt and consideration of BrainChip's financial report, the director's report, and the auditor's report for the year ended 31 December 2024, which are incorporated in the 2024 annual report and was sent to all shareholders who requested it.
I would encourage any shareholder who has a question on these reports or any questions for our auditor to please raise them now. Kim, with respect to the financial statements, are there any questions on the online AGM platform?
Antonio, there are no questions at this time.
Here in the Sydney venue, are there any questions related to the financial statements? There is one.
The financials, excuse me, the financial statements are what we're all here for. They're about whether this company is a viable company and capable of continuing. We have heard a great deal about the technology roadmap, about the wonderful opportunities with bookings and customers over the next 6, 12 months, possibly even 2 years. If I go to a comment which greatly disturbed me, and I believe it was a comment of yourself, Mr.
Chair, the SEC disclosed your rules provide greater protection for the company, etc. You went on to say that with BrainChip's customers, commercial ecosystem partners, and licenses removing a serious obstacle to commercial success, this is relocating to America. There was not one word about the fact that there are customers telling this company from a financial point of view that they're not going to sign up unless you're in the U.S. How can the financials improve if this excuse for relocating to the U.S. is valid? I mean, we've had a host of explanations over the years, which I've listed. Customers were choosing good enough over best. AKD 1000 was too narrow. The software ecosystem, what, was not sufficiently developed. There was no ecosystem to support adoption of Akida. Design and adoption cycles were much longer than ever imagined.
BrainChip needed one customer to validate the technology, and then others would rapidly follow. Most recently, validation for the U.S. Air Force Research Laboratory, my words, was the golden ticket. I get hit in the submission about moving to the U.S. with, "Oh, but companies won't sign up with us because we're not in the U.S." How do the financials improve in the context of all of this? Will we have another excuse next year?
My first concern with your question is who from BrainChip said we're re-domiciling to the U.S.?
You want an answer? Yeah. You did.
I specifically said the U.S.
You didn't say to the U..S. O.kay.
Let me make the record straight. There is no position from the company in any I'm sorry. Where are we going then?
Again,
as you mentioned statement that you'd be going somewhere, you just don't do it.
Correct. I'm just clarifying the record. The question insinuated that the company has said it's moving to the U.S., and I'm just reaffirming the position that is not what we said. All it said is, "We're looking at potential re-domicile. We are investigating it." That could be to Europe. That could be to Canada. That could be to the U.S. That could be somewhere else. We don't know. Hold on. I don't want to get into an argument on this. You're out of order. You're out of order. I've made it very clear. There is no decision on re-domiciling. I just want to be clear. I want to answer your question, but I just want to be clear on that point. Okay?
The only reason we shared that information with the marketplace was because we feared a leak as we do an investigation. It may go nowhere. I really want to make that clear. All right? Now, to your point, right, I'll ignore the U.S. part of your question, right? We believe that from a financial standpoint, there were lots of pitfalls in the roadmap that were preventing us from driving revenue. We were getting that feedback from customers. We were getting that feedback from customers who already had the technology and were running into difficulties implementing it, and for customers to utilize our technology and drive their roadmaps.
What that did is that predicated us to overhaul the offering to showcase more flexibility and more intercept points in the offering, which is why now, from a financial perspective, we feel better about the trajectory of the company and supporting the financials moving forward. That is the position as of today. It does not have anything to do with re-domiciling. I just want to draw that distinction. If I am making a mountain out of a molehill, you all have my apologies. That is not the point.
Me and Lance Stojanovski, chair of her, quite a while. I have faced pretty much most of you for over the years. I just do not understand why the issue of re-domiciling was worth listing or lodging on the ASX, whereas engagements with some amazing potential customers and doing real business was not.
It seems to me like it's just a distraction from what's actually the point, the issue, the problem that we have with the company. Peter, a number of years ago, said that our technology is more than five years ahead of the competition. I don't know where it is today, but it can't be that far because we're already losing business to alternatives. There are people with deep pockets, big spending, big budgets, and a lot of control and coercion in this industry. There is no doubt BrainChip is easily managed by some of these players. We, as shareholders, feel that we are currently not just being ignored, but also diluted and potentially could end up with what's going on with a company called Big Tin Can. As you know, it did re-domicile into the U.S, but at 80% discount of its valued market share.
We've been valued at $1.56 independently not long ago per share. The board should recognize that that's an independent valuation, and it has an obligation of making sure that shareholders are somehow realizing that value. It's not. We are $0.22 a share. If we follow the path of Big Tin Can, we will re-domicile and get sold out for $0.48 a share. Can I have a comment?
The difficulty that we have is we clearly, as a board, we don't want to do anything that is going to disrupt the share base. We don't. That is not our intent. Not our intent at all. All right? I really do want to stress that there was a lot of angst with the decision to make the announcement that we're investigating a re-domiciling for these comments right here. That is not the intent of this board.
That is all I can say right now. I cannot say anything else. There is no plan in motion. If that is not good enough, I apologize. I do. I absolutely fundamentally apologize. There is no plan in motion. The more feedback that we get, if it is not in the interest of the company, then we are not going to do it. As a board, I think we do have a responsibility when something is presented to us to investigate it, to look into it, to inquire about it. That is all that we are doing. That is all that we are doing. That was why at the opening of the AGM, I wanted to make that clear. I do not know what else I could say. I just do not think there are enough words in the English vocabulary to make that point. Nothing is in play.
We don't want to upset the shareholders. I understand the journey that so many of you have been on with this company. I do need everyone to kind of open their eyes a bit. Right? In the early days of this company, while we had fundamental technology, we didn't have something that people would bet on. As Jonathan so perfectly alluded to in his presentation, we didn't have a platform that was future-proof. If something's not future-proof, people aren't going to take it. Right? There are a lot of things that we've had to do, right, in order to build that company up. You mentioned a AUD 1.56 share price. Think about what the market cap is on a AUD 1.56. Think about the revenue that is required to support that market cap. If I don't have a roadmap that can support that market cap, I got a problem.
I got a big problem. The reason why you see the roadmap that Jonathan presented earlier is because what I see when I look at that roadmap is I see an ASP curve that goes up and to the right. As I show that I am innovating and building and providing more, my ASPs go up. That's how I create a financial model that works for this company. That's how I create a solid three to five-year plan. We're working on that. In parallel with that, we're going to investigate every avenue possible to push BrainChip forward. Yeah, re-domiciling sounds terrible. I totally understand it. That doesn't mean you don't investigate it. You don't look at it. I mean, who knows? Maybe the outcome is you do a dual listing. Make everyone happy. I don't know what the outcome's going to be. All right?
I think I'm going to stop there. I appreciate you letting me soapbox on that for a little bit. I apologize. My wife would hand out $5 bills to all of you for listening to me. I'm trying to come across as sincere as I possibly can. Right? It's hard for me, and it's hard for this board because we see Sean, we see Jonathan, we see the employees of BrainChip. We have personal relationships with all these people, and they are busting their asses for everyone in this room. I see what they're doing. We believe in them. That's why we're still here. Go ahead.
Coming back to what flummoxed me and left me thinking I must be a complete fool. Your very words, the key reasons influencing this decision are as follows.
First words, the U.S. market is home to the world's largest. You then go on to a U.S. listing has the potential. What person in this room who was only a simple shareholder didn't believe that this was about re-domiciling to the U.S.?
You have every right in the world to feel as you do. All I can do is tell you, "We're in."
Just stop there. Just stop there. You told me I was basically completely incorrect in my view. You have led me and everyone else here by the absence of a show of hands to believe that the only place you were considering a re-domicile was the U.S. I am not opposed to that.
I am fully in agreement that you feel that way, and you were misled.
My question at the beginning was that in that very statement of reasons was yet another reason why sales cannot be made. It was that, I am going to say it, we are not in the U.S., therefore these companies will not deal with us. Is that true?
There is not one company that has told us that they will not do business with us because of where our shares are positioned. Not one company has told us that. Right.
Now, my next question then goes to the problem that that statement raised. We spent, as I understand it, $60,000 to get a report to say you guys are all being fairly paid. I did not need that because I had done my own research, and I believed you were being fairly paid. What money have you spent on obtaining high-level independent legal advice about the problems you have with the ASX?
I can't answer that question because we are engaged with legal people right now talking about what-if scenarios. I don't know how much we've spent. I can't tell you. I'm going to tell you right now, as of today, it's not a significant number. It's a quite minuscule number. We are in the midst of that now.
I suggest, as a humble retired Australian lawyer, that the way I would approach the problem that you had with the ASX is to pick one of the large old-school, old-tier Australian law firms with international connections, have them identify a senior counsel who has appeared but not been retained by the ACCC, and have them advise on the question of what can this company announce on the ASX legally and in compliance so as to not affect the rights or the desires, I suppose, of those companies who are worried about their NDAs and all those other issues.
Noted. Absolutely noted. Yep.
All right. Are you going to do one more? Sorry. Yeah. Hi. Look, BrainChip is a publicly listed tech company. It's got IP. It's been pitched to the market as like a world-changing, game-changing tech.
A lot of investors have put a lot of money into BrainChip based on that. Basically, many have watched their investment go backwards while the board continues to pay themselves RSUs and a lot of them. Now, my question is, I do want you to see why a lot of shareholders are getting frustrated. We have PR and IR, which is very critical to a publicly listed ASX company, which is not performing at its best. It is confusing the market, alienating all the shareholders, also pushing a lot of potential investors away. Like I mentioned, RSUs have been issued to board members while the share price has collapsed. It has gone from over AUD 0.40, like just recently, in the space of like two weeks, down to AUD 0.22 and probably AUD 0.20. I do not know what it is now.
Now, the confusing ASX announcements, lack of shareholder engagement, and failure to clarify price-sensitive decisions like that you've announced, like the re-domicile announcement on Shell. These are the things that have collapsed our share price. You need to understand where is the transparency and where is the accountability to shareholders that are basically suffering because of this. We want a board that can articulate the commercialization strategy. They know where they're pursuing their business, and they can put forward how they are basically targeting potential clients and which way are they basically planning to generate meaningful revenue. We've heard from the past years statements like, "Watch the financials. Explosive growth." We've also seen statements like, "Revenue's just around the corner." Why has it been fed to shareholders since 2021? This is what we want to know, and we are very frustrated.
I want to see my investment grow in value, not plummet. That's all I have to say.
Thank you for your comment. I'm going to keep us going. Let us move. We are going to move to resolution one. I'd like to refer you to resolution one of the notice of meeting in respect to the adoption of the remuneration report of the company. This is a non-binding resolution. The company's remuneration report is contained in the 2024 annual report. I would like to highlight that in accordance with the Corporations Act, no votes may be cast on this resolution by or on behalf of a member of the company's key management personnel or their closely related parties. I'll refer to these people collectively from now on as prohibited voters.
A prohibited voter may, however, vote directed proxies where they do so for another person who is not themselves a prohibited voter. As Chairman, I may also vote undirected proxies for a person that is not a prohibited voter in accordance with my stated voting intention to vote all available proxies in favor of this resolution. However, it should also be stated that in the interests of good corporate governance, the BrainChip board has chosen to abstain from making any recommendation in relation to this resolution. Before we get to the formal Q&A, I'd like to take a moment and comment on one issue. As a matter of fact, the gentleman in the back did kind of allude to this. That is the decision by the non-executive directors to defer any annual grants this year and push those out to 2026.
As we kind of touched on earlier, being on the board gives the NEDs insight to the company that clearly the public does not have. We have front-row seats to the work the company is doing. As a board, we are absolutely convinced the company is on the right track. The employees and the management of BrainChip have done a great job, and we believe in them. In a sign of just our solidarity and support, the board has elected to defer out its annual grants as a method to reinforce that confidence. With that, Kim, do we have any text or verbal questions received via the online platform in relation to resolution one?
Antonio, we do. There are five questions at this time. The first one is in relation to the $9 million booking number. Can you please confirm if this is net of costs associated with subtractors and other costs?
This is important as we're needing to vote on remuneration. If the bookings are gross revenue, then the target is much easier to provide, and the result of the meeting does not align to the value being created.
I did not get the question, Kim.
The question is whether the $9 million booking number is net of costs associated with any subcontractors or whether it is the gross number.
I'm assuming what you're referring to is if we did a $2 million deal, but as part of the $2 million deal, we turned around and had to pay a contractor $1.9 million. Therefore, do we take a $2 million booking or only $100,000 net gain? I'm assuming that would be the question. In that scenario, the booking would only be $100,000. Okay.
The next question is there are 2 questions here. Sorry.
One question here in relation to the strike on the REM report last year from Mr. Steven Mayne. It says, "We suffered a second strike on the REM report last year, and then 14% of stock voted wanted a full board spill. Have we had a similar large remuneration protest vote this year, and did any of the proxy advisors issue a report ahead of today's meeting? If so, did they make any recommendations? What changes have we made to remuneration arrangements in light of last year's protest votes?" Antonio, the slide in the room is not on resolution one, which will answer part of that question in relation to the proxy voting.
It is not. I do not know if I have control of it or Chris, do you in the back have control? You should be on slide 19. Yep. Now you are there. Thank you.
The question pertained to, I mean, there's a number of different proxy advisory reports that are out there. I mean, I'm not really going to stand in the position to point to those at this time. I think the most important question that was raised in that was with respect to the strike relative to the REM, what have we changed? What have we done? What we've done with respect to the REM report is in this last year, we did sign on with Korn Ferry. A couple of people have alluded to that. Just to make certain that all packages, not just for executives and directors, but all the way down through the entire company, we've signed on with Korn Ferry to make certain that all REM across the board is consistent with the market we serve. Talent is incredibly competitive. It is insanely competitive.
We at BrainChip, and Sean, you can attest to this, we've lost some key critical personnel basically due to the fact that somebody will step in and take an FAE that's making $70,000-$80,000, and all of a sudden hand them $160,000 and another $400,000 worth of stock, and they're gone the next day. That happens all the time. We have to contend with that. Talent is expensive, and it's extremely competitive. The good news is we feel like we have a comp package that now is not only consistent with the market, but validated by a third party. That's what we've focused on doing with respect to the REM report. Kim, any other questions there on the platform?
Antonio, yes, there are. One question from Mr.
Rinaldi asking, "Sean, please explain how you justify the enormous salaries paid to BRN execs and NEDs, including the service rights for time served and bonuses when the company has not met its targets. Please do not say retain talent or because of Korn Ferry."
I just cannot hear her. I just cannot hear her.
You did not want to hear it. The question basically pertained to justifying your comp relative to execution. Okay. And it was addressed to me? Yes. Okay. Sorry. At its simplest level, and I kind of think, Antonio, you might have missed the point when we are going to talk about changes. My incentive pay, you heard it earlier, is all tied to a number this year. The shares that are up for a vote this year are all tied to performance on a number. Some substantial changes were made to make sure.
If we don't get a number, this doesn't happen for me. I think that's the quickest and simplest way to answer it.
The follow-on question from the same shareholder is why targets are not shown in the annual report. If we can disclose the $9 million figure for Sean, why is this not disclosed across the board for all executives and non-executives?
I think the simple answer to that question is it gets into labor law and legal issues with respect to we're not obligated to disclose that information. I'm going to defer to our legal team on whether or not we would even have the ability to disclose that. I think we'd also get into regional issues as well because, for example, there are various laws throughout France and the U.S. with respect to disclosing of individual salaries.
I mean, we can go and take a look at that. I'll take the action to go back and investigate that. I'm going to defer to our legal team. I'm going to defer to our people, human resources side, in that we're disclosing what we should be disclosing.
Can I make a comment to add to it, though, is to give a little more insight without the specifics to your comment. All the employees of BrainChip and any variable comp are on a similar performance orientation as myself. Not exact, but the preponderance of any variable comp is all tied to bookings, greater than 50%. Now you know that. Okay? And then some further key development metrics. Again, a business is about balancing your revenues and your development.
Some of those things that Jonathan laid out, if they do not happen, the percentage of their variable comp goes away. Okay? That is not the specifics, but it gives you a sense of driving the behavior that I think the essence of the question is. Everybody in the company has the same incentive.
Kim, was that the last question on the online platform? There are two more, Antonio. Again, from Mr. Rinaldi, if it is good enough for NEDs to defer awards, why would execs not do the same as this would provide a good sign to shareholders?
I could not hear that.
Kim, can you repeat the question?
I think it is the same question, was if it is good enough for NEDs to defer their rewards, why would execs not do the same?
I am sorry, but that is a foolish question. That is just an absolutely foolish, ridiculous, ill-conceived question. Right?
All right. Let's say we did that. Let's say I have some turnover. Now I need to go hire some new executives, right? Or I need to hire new people to come into the company. They're going to look at BrainChip and go, "Gosh, at any moment, they may ask me to defer salary, and they're not going to pay me what I'm worth to work for the company." That would be the precedent that we would set if we would do that. That would end the company. It absolutely ends the company. Sorry to be short, but that's a ridiculous question.
Antonio, the final question on this is in relation to your own consultancy agreement that was previously in play. The shareholder asks whether Sean can please elaborate if the agreement resulted in a successful outcome in relation to the RSUs that were paid.
I think I'm going to repeat it if I heard it. It was Antonio's consulting agreement that did add value. Is that what I heard? Correct. Yeah. Okay. The answer is yes. We had very clear criteria that had to be done. I had to give a report card to the rest of the board on that progress. Yes, we got value. Very good value.
Any questions here in the room? If there's no further discussion, I'd like to propose the resolution that for the purposes of Section 250(r)(2) of the Corporations Act and for all other purposes, approval is given by the shareholders for the adoption of the remuneration report as contained in the company's annual report for the year ended 31 December 2024.
Votes and proxies received for and against this resolution and at the proxy's discretion, including me as Chairman, to vote in accordance with my stated intentions in favor of this resolution are as presented. At this time, I'd ask that you please submit your vote or mark your voting card in respect for this resolution. I will refer you to resolution two. We can change the slide. There we go. I will refer you to resolution two of the notice of meeting in respect of the reelection of Mr. Jeff Kerrick as a director of the company. Mr. Kerrick retires in accordance with clause 16.4 of the company's constitution, and his biography is included within the explanatory memorandum accompanying the notice of meeting. The BrainChip board, with Mr. Kerrick abstaining, unanimously recommends that you vote in favor of this resolution.
Kim, do we have any text or verbal questions on the online platform related to this resolution?
There are no questions at this time, Antonio.
Does anyone here in the Sydney venue have any questions with respect to this resolution? Seeing none, if there is no further discussion, I now propose that the resolution that for purposes of clause 16.4 of the constitution and ASX listing rule 14.4 and for all other purposes, Jeffrey Kerrick, who retires by rotation and being eligible, offers himself up for reelection to be reelected as a director of the company. Votes and proxies received for and against this resolution and at the proxy's discretion, including me as chairman, to vote in accordance with my stated intentions in favor of this resolution are as presented.
At this time, I ask that you please submit your vote or mark your voting card in respect to this resolution. I now refer you to resolution three of the notice of meeting in respect to the reelection of Zelone Lee as director of the company. Ms. Lee retires in accordance with clause 16.4 of the company's constitution, and her biography is included within the explanatory memorandum accompanying the notice of meeting. The BrainChip board, with Ms. Lee abstaining, unanimously recommends that you vote in favor of this resolution. Kim, do we have any text or verbal questions received via the online platform?
There are no questions at this time, Antonio.
Are there any questions here in the Sydney venue with respect to resolution three?
Seeing none, that for purposes of clause 16.4 of the constitution and listing rule 14.4 and for all other purposes, Zelone Lee, who retires by rotation and being eligible, offers herself for reelection to be reelected as a director of the company. Votes and proxies received for and against this resolution and at the proxy's discretion, including me as Chairman, to vote in accordance with my stated intentions in favor of this resolution are as presented. Please submit your vote or mark your voting card in respect to this resolution. Resolution four. I refer you to resolution four of the notice of meeting in respect to the ratification of up to $40 million shares on the terms contained within the explanatory memorandum accompanying the notice of meeting, including the voting exclusions applicable to this resolution. The BrainChip board unanimously recommends that you vote in favor of this resolution.
Kim, do we have any text or verbal questions received via the platform in relation to this resolution?
We do have a question from Mr. Steven Mayne. He states, "Why are we bothering to refresh our placement capacity when 15% of issued capital would involve more than 270 million shares? And this proposal with LDA only involve 40 million shares. Please do not seek to refresh this capacity at future AGMs as it sends a signal that you prefer non-pro-rata capital raisings when these are generally unfair to retail shareholders. Speaking of which, we have more than 40,000 shareholders, but hardly any participated in last year's share purchase plan offer, which only raised AUD 632,000. Why didn't we offer retail shareholders a secondary VWAP pricing on this SPP to ensure greater participation in what would be an in-the-money offer? The proposed 3 million cap on this SPP also seemed unfairly low.
Whose idea was it to restrict the 40 million-plus retail shareholders to just 3 million when, if they had applied for all of the maximum 30,000, it would have raised AUD 1.2 billion and then been massively scaled back?
I'm going to take a moment here and just ask Ken. I believe you're hot on the call.
Yep. I'm here, Antonio.
All right. Ken Skarenc, our CFO, Ken, I'm going to let you at least attempt to address that multi-pronged question.
Yeah. I mean, the gist of it is that we were working under the advice of our advisors. This is something that we spent quite a bit of time on. They did a deep analysis on this, and this was their guidance. We felt it was reasonable, and we believe it was the right way to go.
We will take some of these suggestions under advisement for the next time we do this, if necessary.
Are there any questions here in the Sydney venue with respect to this resolution? There's one.
When are these 40 million shares going to hit the market? I believe it's by the end of June, according to the timeframe.
Ken, I'm going to let you answer that question. The question is relating to when the shares surface.
Yeah. We're currently in a pricing period, so the shares are eligible to be sold at this time. If the share price sustains itself above our minimum price, LDA will be into the market.
There's a follow-on question coming, Ken.
The thing of 20 million, is that still on the card?
I'm sorry. I didn't hear that one, Antonio. Could you repeat it for me?
The 20 million that you said that you're going to raise, is that still on the cards?
Yes, it is. Yes. Absolutely. Seeing no further questions, I would like to propose that for purposes of Listing Rule 7.4 and for all other purposes, shareholders approve the prior issue of 40 million fully paid ordinary shares pursuant to the put option agreement between the company, LDA Capital Limited, and LDA Capital LLC, and as varied, as announced to the ASX on the 28th of February 2025, on the terms and conditions set forth in the explanatory memorandum. Votes and proxies received for and against this resolution at the proxy's discretion, including me as Chairman, to vote in accordance with my stated intentions in favor of this resolution are as presented. At this time, I'd ask that you please vote, mark your voting card in respect to this resolution.
We now move to resolution five of the notice of meeting as it relates to the approval of the issue of restricted stock units to Executive Director Sean Hehir on the terms and conditions as contained within the explanatory memorandum accompanying the notice of meeting in relation to this resolution. I would like to stress that these units represent the maximum number of restricted stock units and therefore shares on vesting and what shares on vesting could be issued. The BrainChip board, in the interest of good corporate governance, abstains from making a recommendation in respect of this resolution. However, it should be said that the board fully supports the CEO's compensation package, including the securities granted to him.
Before we open for questions, I know that many of you have inquired, and there's already been lots of discussion here about Sean's incentive comp structure, in particular questions asked about how it was formulated. I think we've covered that explanation pretty clearly. I don't think I need to go through that again. Kim, are there any text or verbal questions received on the online platform for this resolution?
There are no questions at this time, Antonio.
Are there any? Peter would like to make a comment.
Yes. Thank you. I want to endorse Sean's vision in this company in that I've seen as a non-executive director functioning now that the pipeline has been built out. We have more opportunities than we ever had before.
We see the technical development taking off into the different dimensions, both in depth, in the product offering that we have, as well as the future direction where we see that there's a continuing path towards more complicated and more advanced technologies that we need to offer our customers. I really see that the vision of Sean and all the hard work of him and his team is really paying off. Thank you. That's my comment. Thank you.
Thank you, Peter.
Are there any comments here in the Sydney? There's one here in the front, Tony, if I could get you to circle back.
Thanks, Tony. As you know, BrainChip is an Australian listed company, and the NEDs, directors, and executives fully understand that there are shareholders who believe in alignment, directors, NEDs being fully aligned with shareholders.
This is why in Australia, we usually give them options, options that align them to reward, gain rewards at a set price that's achieved for the shareholders. That's called true alignment. When NED remuneration or executive remuneration is set on a dollar value, it doesn't matter what is done by experts and so forth. That relates to them being issued shares. If those shares fall, then there's no alignment between the reward and the shareholder value. That's the reason why I would strongly recommend, as long as we stay listed in Australia, that the executives should be remunerated on basis of options. They're not large, but they're realistic so that the share price appreciation gives them that big benefit. You should see what Mr. White, for instance, has got in shareholding value.
He's now worth $400 million because he got options in his company, and he created that value, and he got it as well. Can we see if there's any way that this can be reviewed?
I will absolutely take your comment as noted, and I will take the action to drive the board to do an analysis on option-based pay. I will take that action. I'm sorry. Is there somebody there? The light is blinding me. Oh, yeah, yeah. I'll say, "Go ahead."
Yep. I'm just wondering about those RSUs. When they're granted, if they're granted, is that still on a three-year basis? Yes. Yep. Yeah.
And just for the benefit of people in the room who don't understand the question, the way this would work is there's a three-year cliff on these shares, and basically, there are booking targets associated with year one, year two, and year three.
What happens is we would get all the way to the end of year three, and we would see if those annual booking targets were met. If those annual booking targets were met at plan, he's going to get less than that. This would only be the issuance if we just absolutely knocked the roof off the booking number and exceeded target by like 150%. If we did that, then that's the maximum payout that he could get. That's how we structured the plan. The entire metric is booking across the way over a three-year period. Okay.
Seeing no other questions, I propose resolution five that for purposes of Listing Rule 10.4 and for all other purposes, shareholders approve the grant of 7,545,307 restricted stock units to Sean Hehir, Executive Director and Chief Executive Officer, under the company's equity plan on the terms and conditions set out in the explanatory memorandum. Votes and proxies received for and against these resolutions and at the proxy's discretion, including me as Chairman, to vote in accordance with my stated intentions in favor of this resolution are as presented. At this time, please submit your vote and mark your voting cards in respect to this resolution. We now come to the last resolution, resolution six. I would like to refer you to resolution 6 of the notice of meeting in respect to the election, self-nominated, of Mr. Steven Libiskin as Director of the company.
BrainChip received a nomination from shareholder Crossfield InTech Nominees Limited as a trustee for the Libiskin Family Trust for the appointment of Mr. Libiskin as a non-executive director of BrainChip, and Mr. Libiskin's biography is included within the explanatory memorandum accompanying the notice of meeting. I would like to invite Mr. Libiskin to address the meeting in respect to his proposed appointment.
Actually, you can use that one right there. You've been there both lives. You can even use the hand up wherever you want from here. That's fine. Ladies and gentlemen, thank you for the opportunity to talk to the nomination. I've got a brief one-page statement to make. I have had a long and deep relationship with BrainChip, and I'm proud of the role I've played in helping shape its journey thus far.
My professional connection with Peter Van der Made goes back more than two decades after we successfully exited a cybersecurity company we co-founded in 2000, which was subsequently acquired by IBM. We regrouped in Australia, and that collaboration ultimately led to a key role in the reverse takeover of BrainChip in 2015. In early 2016, the board invited me to assist the company more formally, and I stepped in to support a range of strategic areas. I helped develop the FY16 roadmap, worked closely with the U.S. marketing team to position BrainChip's investor narrative and led investor presentations, and supported capital-raising efforts. I mentored leadership, led the search for a U.S.-based CEO, negotiated the acquisition of Spykinet in France, and opened relationships with brokers to strengthen BrainChip's visibility in the marketplace or capital markets.
I was later invited to join the board as a non-executive director in 2015, where I continue to support the operations, fundraising, licensing expansions, and technology development, including the innovative early access program and the acquisition of JAST IP from France. During that period, we made solid progress and saw the share price respond, particularly following the Mercedes-Benz concept vehicle announcement using Akida. When I stepped down, the company was well-funded, had a clear technology roadmap for its stage in the market and growth and positive market momentum. The share price around that time was AUD 0.585, and shortly after, peaked at $2. I remain a shareholder and supporter, and I've continued to follow the company closely ever since. Like many of you, based on those numbers, not sure, I have grown increasingly concerned.
Investor relations, not public relations, but actual engagement with shareholders has fallen away. There is a noticeable gap between what shareholders want and what they are receiving in terms of information, responsiveness, and communication. Technology updates are frequent, but real commercial traction is still lacking. Expectations have been created, but tangible results remain elusive. Then comes the recent re-domicile announcement. It caught everyone by surprise. No pre-consultation, no supporting material, no effort to manage market expectations. It is not the decision alone that is a concern. It is the way it was delivered. Shareholders deserve better. Would a refreshed and more engaged board have unanimously supported releasing that announcement in that form? I am not sure it would or should have. That is why I put my hand up again, not to relive the past, but to help shape the future.
My 30-plus years in the IT industry with significant international and domestic operational experiences, primarily as a CEO and being a chartered accountant, certainly makes me a well-qualified person to be on the board. I know this company. I understand the technology, and I care deeply about its success. I also understand shareholders and what they expect, how they think, and what it takes to build a trust. If elected, I will bring a steady experience voice to the boardroom, one that supports management, but also asks the hard questions, one that values governance, transparency, and general investor dialogue. I believe in BrainChip. I believe in Akida. I believe in BrainChip's team, but I also believe we can do better. That starts with having a board that listens. I would be honored to serve again. Thank you.
Thank you. Thank you, Steve.
I have one quick statement, and then we're going to open for any questions if anybody has any questions for Steve. The statement I'm going to read is that the board is confident today that it has the appropriate skills, experience, and diversity to meet the company's current requirements and growth strategy. However, in the event that the company contemplates expanding the board in the future, it is the position of the board of directors that the preferred candidate would ideally bring executive-level experience from the global technology sector, particularly demonstrating extensive expertise in the Asian and/or European markets. As a result of that sentiment, the board determined in unanimity not to endorse Mr. Libiskin's appointment as a director at this time, and thus, BrainChip board recommends that you vote against the resolution.
Kim, do you have any text or verbal questions received via the online platform with respect to Steve's proposed appointment to the board?
Yes, Antonio. There are two questions from Steven Mayne. The first question is actually a two-pronged question and does go back to resolution two in some respects as well. The question is addressed to Jeff and asks, "For board-endorsed re-election candidate Jeff Kerrick, please comment on his involvement in the unanimous board decision not to endorse self-nominated external candidate Steve Libiskin at today's AGM. How comprehensive was the assessment and interview process, and how did this compare with the process the other directors put Jeff through in terms of whether Jeff would be endorsed for re-election at today's AGM?"
Is that question directed at me or for you?
Kim, if you do not mind me asking, is that question directed at me to answer that or to Jeff to answer that?
It asks for Jeff's comment.
Okay. Kim, can you just repeat the question?
Sure. "For board-endorsed re-election candidate Jeff Kerrick, please comment on his involvement in the unanimous board decision not to endorse self-nominated external candidate Steven Libiskin at today's AGM. How comprehensive was the assessment and interview process with Steven, and how did this compare with the process the other directors put Jeff through in terms of whether Jeff would be endorsed for re-election at today's AGM?"
Thank you, Kim. In terms of my involvement in the decision around endorsement or otherwise of Steven, there was quite considerable discussion at board level around Steven's self-nomination. We all know him very well. He has been a consistent contributor from outside the board, and I know him also quite well.
I actually stepped into the board when Steve stepped down. So I've had numerous discussions with him over the journey. In response to the question of what were my thought processes around his nomination, I think the comment that Antonio has made around the type of candidate that we would look for if we did look for another board member actually is the entirety of it. I think the board that we have has an excellent range of skills, is very diverse, covers most of the things that the board would need. If we do need something, it's going to be, as Antonio has just noted, somebody who brings skills that, frankly, Steve doesn't possess. On that basis, I was happy to reach the same conclusion as the rest of my directors, which was that that was a nomination that I didn't support.
Kim, are there any other questions on the online platform?
Antonio, yes, there is. The second question also from Steven Mayne is why the name of Mr. Libiskin was not included on the Loomi voting platform or on the printed ballot paper where we simply said that it was a self-nominating director. There is a second part of this question which is addressed to Steve to ask whether Steve could please comment on whether there were any unfair tactics deployed against him during his campaign for a board seat other than not including his name on the voting platform or printed ballot paper.
I'll let you take the question. As for the first part of the question, Kim, I'm actually going to defer to the Boardroom and the listing rules in terms of how we have to put four things to the ballot.
We simply followed the process that was presented to us. There were no decisions that we made on our side with respect to the ballot. We simply followed the rules. Kim, representing as the Corporate Secretary, I would assume you'd echo that. Yeah.
Yeah. The reason being was simply to create a heading. There was no intention, as Antonio said, to exclude Mr. Libiskin's name in any way, shape, or form. It was simply a resolution heading that is considered to be self-explanatory.
Yeah. Actually, to build on that just a little bit, typically on ballots that you get from other companies, even on the ballot itself, it will outright declare right there on the ballot, board recommendation for, board recommendation against. If you look at our ballot, we actually chose not to do that on this ballot at all. We did not even put a bias on the ballot.
That was a decision that we made. I hope that answers that question to that shareholder. The second part, Steve, was directed at you.
I've got two ways of answering that or part within that question. I'm not aware of any adverse efforts against me from the company. I suppose the only question I do have in that regard is there is some 55 million shares owned by LDA and Certran. Now, they're both, to me—what's the terminology again?—collateral shares in a third party's name. I would expect that neither of those two or three organizations would have voted on this particular resolution because I think that would be inappropriate. I'm assuming that's the case, and you can either let me know now or later if it's incorrect.
The second comment, you may not have that answer, and it really does not matter with those numbers. On the second part, which does concern me, you made a comment about my experience or lack thereof of international, both in Asia and Europe. I would like to say that my CV has quite extensive IT experience within Asia and not only involvement in Europe, more so in the U.K., but also in North America. In that when I was a CEO of an organization in the 1990s, for 10 years, I was involved with—we had operations in Australia, U.S., U.K., and Hong Kong.
When that company was then taken over by a company involved on the New York Exchange, I then became the Managing Director of Asia-Pacific and spent the next two to three years of my life painfully traveling throughout Asia with eight of the major countries, developing market strategies with distributors, a whole lot of aspects of that. Of course, with regards to involvement in the U.S., I've been there in excess of 50 times, work-related on various projects. I've migrated companies to America, which was critical. I also lived in Canada for two years, which adds to my experience and what you have there. I think to say both for yourself and Jeff to say that I don't have the experience, I actually take a little bit of umbrage on that. It has been made available. No one's asked me that question.
Leave it at that. Thank you. Noted. Are there any questions or comments from the Sydney venue? Oh, Kim, my apologies. I presume that was the last question on the platform. That's correct. Okay. Any questions here inside the Sydney venue? Seeing none.
I do have one comment I would like to make. I do appreciate the fact that you self-nominated. I do. I've gotten to know Steve over the last couple of years. I've had a great deal of conversations with Steve. We've exchanged ideas. I can absolutely vouch for the fact that you are an experienced, well-rounded, knowledgeable individual. You are a qualified NED. We're not taking any issue with that. I think for that reason, that respect that the company is showing you is why you're actually standing on stage addressing the AGM.
We quickly, when you submitted the nomination, we did not do anything other than instantly put it on the ballot. I would hope that that comes through. The comment with respect to experience in Asian and European markets, the spirit behind that was if the company were to expand the board, ideally, it would be somebody who lives in Japan, lives in Korea, lives in Taiwan, who is working in the semiconductor space. We could tap into that person, bring that person on the board to extend our global reach. That was the spirit behind that comment. That is not in any way, shape, or form meant to be any sort of slight toward your career and what you have accomplished in your life. If that was derogatory, you have my apology. That was not the intent. With that said— Can I just respond? Of course, please.
Apology accepted. What was said in the document, and sadly, it put across an image that people cannot vote to at the moment. Your spirit may be there, but we have a situation now where there is a significant—I would say about 80% or 90% of who has voted has voted—reading a statement which was not in the spirit of what you said then, but it is unfortunate the way it has come across then. I do not know. I am not necessarily saying it is material, but we have had a few errors that way. You have made your comment. It is now noted for the— Just as a final point on that, then I will pass it to anyone on the floor. The reason I put my hand up is because shareholders contacted me last year and this year to become a voice for them on the board.
We've had two strikes, and looking at the numbers, there's a very high probability that there'll be a third strike. To have a third strike is wrong and therefore requires change. To have a situation where we have Sean's remuneration compensation in regards to our issues on the borderline is wrong. Therefore, there's a communication issue missing. I know that shareholders have put out in various forms their concerns. Obviously, the numbers may not add up to it, but there is an issue that needs to be addressed and looked at. Last year, I stood up and supported against the spill, and I supported the board going forward based on my expectations from communications with you. I actually said we had an open communication dialogue. Now, I believe we do communicate. We have communicated. That communication has gone a little bit quiet.
I don't feel that my points—the points may be mentioned—the ability for that to be actioned isn't there. I honestly believe that if I was on the board and was able to work with the board members, as I previously made available either in a board member's position or a non, we wouldn't have the problem we've got today with resolution one and resolution five. I'll leave it at that.
Fair enough. Your comments are noted and are now part of the AGM in the record. There is a question from the floor.
Yeah. Question for Peter. For? Peter. Oh, Peter. Sorry. Yeah, yeah, yeah. For Peter. Steve's been on the board previously, and judging by that, there's no support from you there. I mean, the man's created you in a sense in the financial situation where you are now.
He lacks support and his knowledge of what he produced for you over the years.
That is indeed the case. I do not support the—I can see that.
I can see that. I've been supporting you for the team. I really thought you were the man. I really did. Now I can see you're nothing. You're absolutely nothing.
That is not true. Very true. Very true. I have my reasons. I can discuss that with you in private, but I will not.
There are people like Peter. That doesn't do.
Okay. I'm going to ask for decorum. We're not attacking people. We're not doing that. We're not doing that. Now you're attacking a board member. We're not doing that. If you have an inquiry, raise the inquiry. Okay. Job. That's what it is. Then attack the job, not the person. Okay? I'm sorry. Not going to have it.
Peter, do you ha ve any closing comments?
I will discuss with the gentlemen after the meeting.
Thank you. Steve, thank you. I really appreciate it. If there's no further discussion, the resolution is now presented to the floor that Mr. Steven Libiskin, who has been nominated by the shareholder Crossfield InTech Nominees Limited as trustee for the Libiskin Family Superannotation Fund as a director for the election in accordance with the constitution of the company and being eligible, be elected as director of the company with effect from the close of this meeting. Votes and proxies received for and against this resolution and at the proxy's discretion, including me as chairman, to vote in accordance with the stated intentions of the board are against this resolution as presented. We ask that you please submit your vote or mark your voting card in respect of this resolution. Right.
Ladies and gentlemen, this concludes the formal part of our meeting and our discussion on the items of business. Please ensure that you have cast your vote on all resolutions. I'm now going to pause briefly to allow you time to finalize your votes. For those shareholders in attendance here in the Sydney venue, please place your voting cards in the poll box held by the Boardroom representative who is coming in from the back. I'm going to pause for just a bit until all those votes are collected, and then we will close voting at that time. It's still open for the time being. For those of you that are on the online platform, please make certain that you have your vote situated the way you wish because once all the votes are captured here in the Sydney venue, we will close voting. All good? Thank you. Okay.
At this time, I'm going to declare voting closed. We will publish final voting results with the ASX and on our website shortly. At this time, on behalf of the Board of Directors and the employees of BrainChip, I'd like to extend our thanks, not just for attending, but for your continued support of BrainChip and the mission that we're on. We did go awfully long today. I kind of figured that was going to be the case. I appreciate everyone's patience with how long we went. That now concludes the 2025 BrainChip Holdings Annual General Meeting. This is now called to a close. Thank you. Good afternoon.