The Record
Five AGMs. The same message each year. Here is what was said, and what happened.
Year after year: said, and what followed
"We will do things right. The board will [accept] nothing else."
Chairman, 2022 AGM address (ASX, 24 May 2022)
At the next AGM 52.57% of votes went against the remuneration report: the first strike.
"…substantial sustainable revenues will occur."
CEO, 2023 AGM address (ASX, 23 May 2023; video from 17:52)
Then Revenue that year: US$232,004.
"…we are on the cusp of generating sustainable revenue streams."
CEO, 2024 AGM address (ASX, 21 May 2024; video from 32:44)
"…we need to do a better job on the PR and the communications… so that at next year's AGM you don't stand up and make that same comment."
Chairman, 2024 AGM (video from 2:07:22, company recording)
Then Revenue that year: US$398,011. At the next AGM, the CEO's address again listed improving investor relations as an objective.
"Make no mistake: 2025 is the most pivotal year in our company's history." "Improve our Investor Relations… clear, transparent, and top-tier communication…"
CEO, 2025 AGM address, including one of his four objectives for 2025 (ASX, 6 May 2025)
"I will fix that."
Chairman, 2025 AGM, answering a question on the company's disclosure approach (shareholder's transcript; see section 3)
Then The Board assessed the CEO's 2025 bookings incentive at 0%. Product news kept going to the press first.
"Over the past year, we have made substantial progress across many fronts, much of it involving foundational work that may not be immediately visible from the outside… 2026 is a critically important year."
CEO, 2026 AGM address (ASX, 6 May 2026; video from 26:10, posted by @Uly85)
Then The first AKD1500 production run was revised down; 2,000 units had arrived by the end of July.
Five years, and a new reason for confidence each time. Few came with a target shareholders could check; the one that did, a US$9 million bookings target for 2025, was assessed by the Board at 0%. Meanwhile, spending has run far ahead of what customers have paid. This page sets each statement beside what followed. Every section opens with the headline facts; the full quotes and sources sit in the drop-downs.
Figures: operating cash flows, customer receipts and advertising and marketing payments are the year-to-date totals in the company's Appendix 4C quarterly cash flow reports lodged with the ASX: the December quarter reports for 2022, 2023, 2024 and 2025 (full-year figures) and the June 2026 quarter report (half-year figure). Shares on issue: contributed equity notes, annual reports FY2021 to FY2025.
1Same message, different year
Five AGMs, five years of confident statements. Revenue, votes and the share price tell a different story.
Four consecutive years with 25% or more of votes against the remuneration report is the most direct signal shareholders can send about the Board. This group believes that signal has gone unanswered, and that renewal at Board level is now in shareholders' interests.
See every AGM statement, year by year, with what followed
The Chairman's and CEO's own words at five consecutive Annual General Meetings, quoted verbatim from their addresses and from recordings of the meetings.
2022 · Annual General Meeting, Sydney, 24 May 2022
"We will do things right. The board will [accept] nothing else."Antonio Viana, Chairman, address (ASX, 24 May 2022)
"[We] should be judged not on effort, but results... I look forward to standing before you next year to share all the progress and results."Sean Hehir, Chief Executive Officer, address (ASX, 24 May 2022)
The record Revenue for FY2022, the year these statements were made: US$5,071,252 (Annual Report FY2022).
2023 · Annual General Meeting, Sydney, 23 May 2023
"No one is satisfied, and no one should be... the trajectory we are currently on is the most promising since BrainChip's inception."Antonio Viana, Chairman (recording: 3:07 and 11:15)
"I am confident these changes... will yield results... substantial sustainable revenues will occur."Sean Hehir, Chief Executive Officer (recording: 10:15 and 17:52)
The record FY2023 revenue: US$232,004 (Annual Report FY2023). Total remuneration for the six current directors that year was US$4.70m, about 20 times revenue (see The Numbers, table 1). The remuneration report received a first strike at this meeting (AGM voting results as announced to the ASX, 23 May 2023).
2024 · Annual General Meeting, Sydney, 21 May 2024
"Let me acknowledge right up front that our revenue numbers are not there yet... I am more confident than ever that we are on the cusp of generating sustainable revenue streams."Sean Hehir, Chief Executive Officer, address (ASX, 21 May 2024; video from 32:44)
"…we need to do a better job on the PR and the communications… we're going to go back to the drawing board, so that at next year's AGM you don't stand up and make that same comment."Antonio Viana, Chairman, question and answer (video from 2:07:22, company recording; full answer in section 3)
The record FY2024 revenue: US$398,011 (Annual Report FY2024). A second consecutive strike against the remuneration report; a board spill resolution was put to shareholders and not carried (AGM voting results as announced to the ASX, 21 May 2024).
2025 · Annual General Meeting, Sydney, 6 May 2025
"Today, I can firmly say, the Company is in its best position ever… And yes, you are seeing us make noise about possible redomiciling. Our bullishness is starting to show."Antonio Viana, Chairman, address (ASX, 6 May 2025)
"Make no mistake: 2025 is the most pivotal year in our company's history."Sean Hehir, Chief Executive Officer, address (ASX, 6 May 2025)
"Improve our Investor Relations to give stakeholders clear, transparent, and top-tier communication that reflects our commitment to shareholder engagement."Sean Hehir, Chief Executive Officer, the third of four objectives for 2025 set out in his address (AGM Chair and CEO Addresses, ASX, 6 May 2025)
The record FY2025 revenue: US$1,887,155 (Annual Report FY2025). The remuneration report received a strike for a third consecutive year and was voted down outright, a fresh first strike under the two-strikes reset (AGM voting results as announced to the ASX, 6 May 2025). The company did not publish a recording of this AGM. Asked by a shareholder when it would, the company replied on 14 May 2025: "We aren't posting the AGM as we don't have permission to share from attendees." (BrainChip's reply to a shareholder's private LinkedIn message, quoted with the shareholder's permission.) The year before, it had published a recording of the 2024 AGM on its own YouTube channel (watch).
2026 · Annual General Meeting, Sydney, 6 May 2026 (recording on YouTube, posted by @Uly85)
"Over the past year, we have made substantial progress across many fronts, much of it involving foundational work that may not be immediately visible from the outside… 2026 is a critically important year."Sean Hehir, Chief Executive Officer, address (ASX, 6 May 2026; video from 26:10, posted by @Uly85)
Asked whether the deferred directors' awards would be forfeited: "a decision has not been made at this time."Antonio Viana, Chairman, question and answer (video from 1:44:48, posted on YouTube by @Uly85)
The record The remuneration report received a strike for a fourth consecutive year; a board spill resolution was put to shareholders a second time and defeated (AGM voting results as announced to the ASX, 6 May 2026). As in 2025, the company did not publish a recording of this AGM; a recording was later posted on YouTube by a shareholder, @Uly85 (watch).
The Chairman's and CEO's addresses are available from the company's ASX announcements; the 2025 quotations are taken from the addresses as lodged with the ASX on 6 May 2025. Other quotations are from recordings of the meetings, which we have checked: for 2023, recordings posted on YouTube by Peter Marshall; for 2025 question and answer, a transcript prepared by Neil Rinaldi, a shareholder attending online, from his recording of the meeting; for 2024, the company's own recording on YouTube (Chairman's answers from 2:04:05, 2:05:23, 2:06:24 and 2:07:22); for 2026, the recording posted on YouTube by a shareholder, @Uly85 (watch). These are short excerpts; we encourage you to read and watch them in full.
2Who can see the pipeline
The Board sees the sales pipeline in detail at every meeting. Shareholders are asked to take it on trust.
What shareholders have been told
- 29 April 2025, quarterly report. The CEO: "I am confident we will close substantially more bookings in 2025 than we did in 2024."
- 6 May 2025, AGM. The CEO, in his address: "Make no mistake: 2025 is the most pivotal year in our company's history." Answering questions, he said the Board sees "a very detailed pipeline review… they know all of our engagements", and on his revenue goal for the year: "We have every expectation to make that goal this year." The Chairman: "we've now tied him to a booking number… an indicator of the bullishness that the company is starting to have."
- February 2026, FY2025 annual report. The CEO's 2025 short-term incentive was tied entirely to a US$9 million bookings target. The Board assessed it at 0%.
- 11 September 2026, investor update. A chart headed "Growing opportunity pipeline" (slide 6) shows four stages across seven industry sectors. It carries no numbers, no scale and no totals.
None of this requires naming a customer or breaking a confidentiality agreement. A count of engagements at each stage, and how many moved forward each quarter, would identify no one. Without any such figure, shareholders cannot test the Board's statements about the pipeline, and so cannot hold the Board to them. Expectations are not promises, and this group does not suggest otherwise. The point is that shareholders were given no measure against which to test them.
Questions for the Board. What is commercially sensitive about the number of engagements at each stage? How many moved from evaluation to negotiation in the past year? What were total bookings in 2025, the measure the Board itself used to judge the CEO? And will the Board publish an aggregated pipeline view each quarter?
See the statements in full, and the sources
2025 · AGM question and answer, Sydney, 6 May 2025
"There was a whole plethora of opportunities we're working on that we're just not talking about until we have cleaner line of sight. Now the board has a very clear line of sight because they see we do a very detailed pipeline review. Board meeting, they know all of our engagements. They know all the steps."Sean Hehir, Chief Executive Officer
"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… 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."Sean Hehir, Chief Executive Officer, answering a question on the timing of revenue
"If you've looked at the annual report and in particular the [remuneration report] for Sean, we've now tied him to a booking number. So all of that is starting to come together. And I think it's an indicator of the bullishness that the company is starting to have with respect to our interactions with customers and partners in the marketplace."Antonio Viana, Chairman, later in the same exchange
2025 · Annual General Meeting addresses, Sydney, 6 May 2025
"Today, I can firmly say, the Company is in its best position ever. The Company has closed more engagements in the past 5 months, than it ever has. Our confidence is such that you are seeing us make strong commitments with respect to bookings expectations."Antonio Viana, Chairman, address to the meeting
"Make no mistake: 2025 is the most pivotal year in our company's history."Sean Hehir, Chief Executive Officer, address to the meeting
29 April 2025 · Quarterly Activities Report, March 2025 quarter
"Exiting the prior quarter with milestone wins, the March quarter was important to advance critical engagements in anticipation of successful closes later this year. While closing more engagements at a consistent rate has taken longer than I expected or accept, I am confident we will close substantially more bookings in 2025 than we did in 2024."Sean Hehir, Chief Executive Officer
11 September 2026 · Q2 2026 Investor Presentation (ASX announcement), slide 6
The slide is titled "Why BrainChip? Growing opportunity pipeline", with the subtitle "Growing interest from a wide range of sectors in the 'funnel'". It shows four horizontal bars (Top of funnel, Demonstration/Evaluation, Solution/Support, Negotiations), each divided by colour into seven sectors. There is no axis, scale, count or total on the slide or anywhere else in the 28-page deck.
Question-and-answer quotations are from a transcript of a recording made by a shareholder attending online (Neil Rinaldi). Where the Chairman said "R.E.M.", we have shown [remuneration report]. Sources: Chairman's and CEO's addresses to the 2025 AGM, lodged with the ASX on 6 May 2025; Appendix 4C and Quarterly Activities Report for the period ended 31 March 2025, lodged 29 April 2025; BrainChip Annual Report FY2025, Remuneration Report (short-term and long-term incentive terms and FY2025 outcome); "Q2 2026 Investor Presentation", lodged with the ASX as an announcement on 11 September 2026 (slide 6) and presented by the CEO at that day's investor webinar. "Any company disclosure this group could identify" refers to the ASX announcement history and company investor materials, 2022 to 2026.
3The Chairman, in his own words
At successive AGMs the Chairman has promised shareholders better communication. In this group's view, the practice those promises addressed did not materially change until September 2026.
His promises of better communication
AGM, Chairman
"…the message loud and clear out of this AGM for me, is that we need to do a better job on the PR and the communications… we're going to go back to the drawing board, so that at next year's AGM you don't stand up and make that same comment."
Antonio Viana, Chairman, 21 May 2024 (company recording, 2:07:22)
"…I will do everything in my power to answer every single question that comes through from every single shareholder."
The same meeting, acknowledging comments by Steve Liebeskind (2:04:05)
AGM, Chairman
"I'm gonna fix that. I will fix that."
Antonio Viana, Chairman, 6 May 2025, answering a shareholder's question on why product and partnership news is not lodged with the ASX as non-price-sensitive announcements (transcript of a recording made by a shareholder attending online)
Since that answer, the DigiKey distribution partnership (September 2025), the AKD1500 launch (November 2025) and the ForwardEdge collaboration (March 2026) have been announced by press release only, not lodged with the ASX (see section 5).
In this group's view, the Chairman promised better communication with shareholders at the 2024 AGM and again at the 2025 AGM, and the disclosure practice those promises addressed did not materially change until September 2026, more than two years after the first of them.
What he said, and what followed
| AGM | The Chairman said | What followed |
|---|---|---|
| 2022 | "We will do things right. The board will [accept] nothing else." (address, ASX) | First strike at the next AGM, with 52.57% voting against the remuneration report |
| 2023 | "No one is satisfied, and no one should be… the trajectory we are currently on is the most promising since BrainChip's inception." (3:07 and 11:15, recording posted by Peter Marshall) | FY2023 revenue of US$232,004. Second strike and a board spill vote in 2024 |
| 2024 | "…we need to do a better job on the PR and the communications… we're going to go back to the drawing board." (2:07:22) Earlier in the same answer: "…life is too short — put your time and effort and your money into something else. Right, because if you don't believe us, that's a problem, and if 51% of you don't believe us, that's a bigger problem right." (2:06:24; company recording) | Second strike and a board spill vote at this meeting. At the next AGM, 53.86% of votes cast were against the remuneration report |
| 2025 | "Today, I can firmly say, the Company is in its best position ever." (address, ASX) The same address noted that the company was making "noise about possible redomiciling". Later, answering a shareholder: "I'm gonna fix that. I will fix that." (shareholder's transcript) | The same day: third strike and an apology for the redomicile announcement. Ten weeks later, the Board decided to remain on the ASX (section 6). Press-first releases continued, including DigiKey (September 2025), the AKD1500 launch (November 2025), and ForwardEdge and EDGEAI (March 2026) |
| 2026 | Asked whether the deferred directors' awards would be forfeited: "a decision has not been made at this time." (watch from 1:44:48; recording posted on YouTube by @Uly85) | Fourth strike and a second board spill vote |
In the same 2025 answer he offered to take personal responsibility for the company's disclosure approach: "I'll fall on the sword", "I'll take the heat".
The Chairman (at the 2025 AGM) and the CEO (in the company's August 2025 podcast) have both said the approach to disclosure reflects concern about "ramping", and ASX's own guidance cautions against announcements designed to ramp a share price (ASX Guidance Note 8, section 7.10). Section 5 sets out why this group considers careful wording, not avoiding the ASX, the answer.
Questions for the Board. What came of going "back to the drawing board" on communications after the 2024 AGM, and what has changed in the company's disclosure practice since the Chairman said "I will fix that" in 2025? How would shareholders know? What became of the "strong commitments with respect to bookings expectations" the Chairman referred to? How does the Board assess its Chairman's performance, and will it tell shareholders the outcome?
This group proposes the Chairman's removal. If a meeting is called, shareholders will decide, and this record is set out so they can do so on the facts.
See the 2024 and 2025 answers and the 2025 address in full, and the sources
2025 · AGM question and answer, Sydney, 6 May 2025
"…this is an Antonio comment and if I get hanged for it, I get hanged for it. Ramping up the stock, not a fan. Been there, done that. This company, OK, this company's done the ramping of the stock. Don't want to do that anymore."Antonio Viana, Chairman, responding to a shareholder question on why partnership and product news is announced by press release rather than lodged with the ASX
"And 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… the pendulum… I'll take the heat. Please shoot all arrows at me. Not my fellow board members, not Sean, that is Antonio. I'm too conservative, right? I'm gonna fix that. I will fix that."Antonio Viana, Chairman, later in the same exchange
"You're out of order. You're out of order. I've made it very clear. There is no decision on redomicile."Antonio Viana, Chairman, responding to a shareholder questioning the redomicile announcement
2024 · Annual General Meeting, Sydney, 21 May 2024 (company recording)
"I do want to acknowledge Mr Liebeskind's comments, um I want to acknowledge it in the context that we try and be open, we hear what people are saying, we do right, now what I don't appreciate is when somebody says we're not listening. There's a reason why we do things right and there is a collective manner in which we make decisions right, but we absolutely do listen right. Tony Dawe heads up our investor relations his door is always open right. We will take that feedback, I will do everything in my power to answer every single question that comes through from every single shareholder."Antonio Viana, Chairman, from 2:04:05
"…three years ago when I came into the company, right, I was faced with a daunting task: and that daunting task was wow I actually think we need to turnover this architecture in order for us to better position it to the marketplace — great technology, not a good product, right. I don't mean that in a derogatory way, when I say not a good product, I mean it's difficult to sell, it's difficult to place, it's difficult to get people to integrate it, it's difficult to get people to model it… and that required change… we're in the midst of that right now."Antonio Viana, Chairman, from 2:05:23
"Now I recognise there are some of you out there that don't see it yet — I'm not trying to pull the wool over your eyes, right but in the end of the day I challenge you - look at how far we've come, look at the evolution of the technology, look at what we're putting into the marketplace. If that doesn't make sense to you, if that doesn't align with you, if that is just something that's not sitting well with you, life is too short — put your time and effort and your money into something else. Right, because if you don't believe us, that's a problem, and if 51% of you don't believe us, that's a bigger problem right. I'm genuine when I say that we're on a mission to drive change, we're making that change happen. We recognise the pace needs to be stronger, and we know we're going to make some bumps along the way. We are going, we heard the message, the message loud and clear out of this AGM for me, is that we need to do a better job on the PR and the communications from — I keep hearing that, and we're going to go back to the drawing board, so that at next year's AGM you don't stand up and make that same comment. That's what I'm taking away from this AGM, and what I'm going to go try and do."Antonio Viana, Chairman, from 2:06:24
Transcribed by this group from the company's own recording of the 2024 AGM (YouTube); spoken hesitations are retained as said. Times are from the start of the video.
2025 · Chairman's address, Sydney, 6 May 2025
"Today, I can firmly say, the Company is in its best position ever. The Company has closed more engagements in the past 5 months, than it ever has. Our confidence is such that you are seeing us make strong commitments with respect to bookings expectations. And yes, you are seeing us make noise about possible redomiciling. Our bullishness is starting to show. The Company must now look forward and drive forward, we can't and shouldn't look backwards in any form."Antonio Viana, Chairman, address as lodged with the ASX
Sources: AGM addresses, 2022 to 2026 (the 2025 addresses as lodged with the ASX on 6 May 2025); for the 2025 question and answer session, a transcript prepared by Neil Rinaldi, a shareholder attending online, from his recording of the meeting; for 2023, recordings posted on YouTube by Peter Marshall; Results of Annual General Meeting as announced to the ASX, 2023 to 2026; BrainChip Annual Report FY2023 (revenue). The 2026 quote is from the question and answer session at 1:44:48 (watch from this point; recording posted on YouTube by user @Uly85, not by the company). Press-first examples are from the register in section 5.
4The five-year plan
Shareholders are often told to give the CEO his five years. The five years are nearly up, and shareholders have not been shown the plan's targets.
What the record shows
CEO appointed
Sean Hehir becomes CEO. He later described the plan's goal in his own words as the level of growth "that I committed to, to our board".
Company press release
"…as we continue to deploy our commercialization plan…"
Sean Hehir, CEO, BusinessWire, 8 March 2022
Trade-press interview
The then Chief Marketing Officer, speaking for the company, describes a five-year plan in two phases: two years with chip vendors and tier-one manufacturers, then three years reaching into consumer and automotive devices (The Next Platform, 11 May 2022). This group could find no correction or clarification by the company.
Investor interview, one year in
"I think we're right on plan… I would love to see us further along, but I'm confident we're going to make our plan in the five-year horizon."
Sean Hehir, CEO, ASX Investor Channel, 24 May 2023, from 20:46
AGM, three years in
"…great technology, not a good product… it's difficult to sell, it's difficult to place, it's difficult to get people to integrate it… and that required change… we're in the midst of that right now."
Antonio Viana, Chairman, 2024 AGM (company recording, 2:05:23)
A published target
The CEO's short-term incentive is tied entirely to a US$9 million bookings target (FY2025 annual report, remuneration report).
Then The Board assessed it at 0%.
Letter to shareholders
"…we are operating against a detailed roadmap with clear milestones… Our management team is actively executing against these plans, consistently meeting their agreed-upon development milestones and timelines."
The Executive Team & Board of Directors of BrainChip, 11 September 2026 (not lodged with the ASX)
Then None of those milestones has been published, as far as this group can find.
Five years
Five years since the CEO's appointment. No targets from the plan have been published that this group could identify.
A plan can only be judged against its targets. Without them, shareholders cannot tell whether the company is ahead, on track or behind, and the five-year mark passes with nothing to measure against. Giving a plan its full term means little if no one outside the Board can see what that term was meant to deliver.
This is about disclosure, not a call to remove the CEO. The group is not proposing any change to the CEO's role. The aim is effective leadership, not disruption.
Questions for the Board. What were the plan's main targets, for revenue, bookings or customers in production? At the five-year mark, which have been met? Why has no headline detail been shared with shareholders in five years? And will the Board publish the plan, with a scorecard against it, before asking shareholders for more time?
See the statements in full, and the sources
The only public description of the plan's structure came in May 2022 from BrainChip's then Chief Marketing Officer, Jerome Nadel, speaking for the company in an interview with The Next Platform. He described a five-year plan in two phases: two years focused on chip vendors and tier-one manufacturers, then three years reaching into consumer and automotive devices. Two months earlier, a company press release had quoted the CEO referring to "our commercialization plan" (BusinessWire, 8 March 2022). This group could find no correction or clarification by the company of either statement.
"If we look at a five-year strategic plan, our outer three years probably look different than our inner two. In the inner two we we're still going to focus on chip vendors and designers and tier-one OEMs. But the outer three, if you look at categories, it's really going to come from basic devices, be they in-car or in-cabin. be they in consumer electronics that are looking for this AI enablement."Jerome Nadel, then Chief Marketing Officer, The Next Platform, 11 May 2022
24 May 2023 · ASX Investor Channel interview with the CEO
"I think we're right on plan, I think we're right on plan."Sean Hehir, CEO, asked how the company's trajectory compared with expectations
"Well, I'll give you the same answer — my job is to never be satisfied on anything, so I would love to see us further along, but I'm confident we're going to make our plan in the five-year horizon."Sean Hehir, CEO, asked where the company stood one year into its five-year plan
"Well, you know, obviously we'd have a regular cadence, we'd have our licenses, we would have grown to the level that I committed to, to our board…"Sean Hehir, CEO, asked what success would look like at the end of the five-year plan
The interview was recorded the day after the 2023 AGM. Watch on YouTube from 20:46.
The five-year plan is a matter of public record. It has been referred to by the company in a press release (March 2022), by its then Chief Marketing Officer speaking for the company (May 2022), and by the CEO in May 2023, and this group could find no instance of the company disputing it.
The FY2025 bookings target of US$9 million and the Board's assessment of the CEO's result against it, at 0%, are set out in the remuneration report of the FY2025 annual report.
Sources: BusinessWire, 8 March 2022; The Next Platform, 11 May 2022; ASX Investor Channel interview with the CEO, 24 May 2023; BrainChip Annual Report FY2025, Remuneration Report; revenue per annual reports FY2022 to FY2025 and the Half-Year Report to 30 June 2026; share price per ASX closing prices. "Published by the company that this group could identify" refers to ASX announcements, annual reports and AGM addresses, 2022 to 2026.
5The communications record
Most ASX companies tell the ASX first. BrainChip has told the press first. In this group's view, shareholders have paid for that choice.
"Ramping" is a matter of wording, not of channel The company has cited the risk of "ramping" as its reason for keeping product and partnership news off the ASX (see the CEO's podcast answer below). But how an announcement is worded is entirely within the Board's control. A carefully worded ASX release, complete enough to give investors the facts, the context and any caveats, does not ramp a stock; BrainChip's ASX peers lodge exactly this kind of news every year. ASX's guidance cautions companies against announcements designed to ramp their share price (ASX Guidance Note 8, section 7.10). This group's view is that the answer is careful wording, not avoiding the ASX platform. Rather than craft releases of that standard, the Board has released this news by press release instead.
How the cost reaches shareholders
In this group's view, and among other causes:
- News goes to the press, not the ASX. Product launches, partnerships and distribution deals have gone out on US newswires and the company website, while the same kinds of news from BrainChip's ASX peers go to the ASX first. ASX's guidance is that a listed company should not disclose market-sensitive information at an investor briefing unless it has first been released to ASX (ASX Guidance Note 8, section 7.7, and Listing Rule 15.7).
- Not every investor sees it. The ASX platform is where every shareholder, broker and fund looks. News that sits only on a newswire or the company's website does not reach all of them equally.
- The company drops out of the indexes. Index membership depends on a company's market value and trading. As both fell, BrainChip left the S&P/ASX 200 in 2023 and the S&P/ASX 300 in March 2026, and funds that track those indexes no longer need to hold it. In September 2026, an average of A$0.55 million of BrainChip shares changed hands each trading day, against A$11.2 million in September 2022.
- Every capital raise costs more shares. In November 2025 the company raised A$35 million at A$0.175 a share, issuing 200 million new shares. At the 31 December 2021 closing price of A$0.68, the same amount would have needed about 51 million.
The company knows what shareholders want At the 2024 AGM, the Chairman said the message "loud and clear" was "we need to do a better job on the PR and the communications". In the company's own investor podcast on 15 August 2025, fifteen months later and three months after the Chairman promised "I will fix that" (section 3), the then head of investor relations, Trevor Franz, told the CEO that the most frequently asked question since he joined had been about disclosing news on the ASX platform. Sean Hehir replied: "I know our Australian shareholders really look for more traditional stuff… when I say traditional maybe ASX." He said the company does not lodge product announcements or proofs of concept with the ASX because "it could be easily construed as potentially ramping the stock", and invited shareholders to "look at our newsletter, look at X, look at LinkedIn".
The Chairman gave the same reason, "ramping", at the 2025 AGM (section 3). BrainChip's ASX peers lodge the same kinds of news with the ASX, as the examples below show.
See the podcast exchange in full
"The most frequently asked question since I've joined has been about disclosing news and development on the ASX Platform. Please explain continuous disclosure process to our shareholders."Trevor Franz, then head of investor relations, at 1:08
"Trevor, thanks for that question. It's one we get quite often here at BrainChip. Let me begin by saying the following. This is a matter that myself and the entire board take very serious, and that we spend a lot of time and energy to ensure that we do this right. I think it's appropriate to start with the definition as well which is, what is a definition from the ASX on this and we follow that definition very very clearly and really what the definition is something that only a reasonable investor would require to buy or sell shares. So, but really behind that question is really another question because we often get asked why don't you do things like uh product announcements or POC's on on that platform in mark it nonprice sensitive and we we don't do that for a very simple reason. It's not the intent of the ASX to use it for that reason and it could be easily construed as potentially ramping the stock. Something we do not want to be associated with. I want to be clear, the shareholders own this company. We treat it that responsibility with the highest respect. We want to share the facts through the appropriate vehicles through the ASX when appropriate and the rest through all the other channels we offer. So, we talk about POC's and uh potential customers or products, I invite all of our shareholders to subscribe to all of our channels. Look at our newsletter, look at X, look at LinkedIn, you'll find all that information. So, in summary, we follow the policies very closely. We we certainly want to be very good citizens on the ASX. We want to be good uh communication of communicators of information to our shareholders. So, please use all the channels."Sean Hehir, Chief Executive Officer, from 1:21
"In addition, you know, we put out a lot in our social media and a lot in our PR. Now I know our Australian shareholders really look for more traditional stuff but when you look at the, when I say traditional maybe ASX, but you look at the totality of our communication is pretty comprehensive. Of course we take any feedback if there's other things we can do withstanding particularly the conversation you and I had around continuous disclosure but we believe we got a very comprehensive set of activities here to keep everybody updated."Sean Hehir, Chief Executive Officer, later in the same episode, from 14:29
Source: BrainChip Quarterly Investor Podcast, Episode 10 (ASX Communication), YouTube, 15 August 2025. Times are from the start of the video, confirmed against the recording. Transcribed by this group; spoken hesitations are retained as said.
This group does not say disclosure is the only cause; commercial results matter most. But it is the one cause entirely within the Board's control. The Chairman has said the approach reflects his own caution about "ramping", and asked that responsibility rest with him (see section 3).
Questions for the Board. If the concern is "ramping", why not lodge carefully worded, complete releases with the ASX, as BrainChip's peers do? What has the press-first approach cost shareholders in value, index membership and dilution? And will the Board now adopt an ASX-first policy, with releases complete enough to stand on their own?
See the documented examples, beside ASX peers
Examples documented by this group from BusinessWire, the company's website and the ASX announcement record. They are examples, not a complete count. ASX's guidance is that a listed company should not disclose market-sensitive information at an investor briefing unless it has first been released to ASX (ASX Guidance Note 8, section 7.7, and Listing Rule 15.7).
BrainChip, announced by press release only
- AKD1500 chip launch. Flagship second-generation chip. BusinessWire, November 2025
- DigiKey global distribution partnership. BusinessWire, September 2025
- ForwardEdge ASIC collaboration with Lockheed Martin. BusinessWire, March 2026
Peers, same categories, lodged with the ASX
- Weebit Nano: licensing agreement with onsemi. Filed on ASX, January 2025
- 4DS Memory: Infineon design agreement, US$4.5m. Filed on ASX, December 2024
- DroneShield: collaboration with Lockheed Martin Australia. Filed on ASX, November 2023
See the index removals, with links to the S&P announcements, and the share price detail
| Date | Event | Source |
|---|---|---|
| June 2022 | BrainChip added to the S&P/ASX 200 | |
| 18 September 2023 | Removed from the S&P/ASX 200. In the same rebalance, Weebit Nano was added. | S&P Dow Jones Indices announcement, 1 September 2023 |
| 23 March 2026 | Removed from the S&P/ASX 300 | S&P Dow Jones Indices announcement on the ASX platform, 6 March 2026 |
| 31 December 2021 close to 2 October 2026 | Change |
|---|---|
| BrainChip (BRN) | ▼81.6% (A$0.68 to A$0.125) |
| S&P/ASX All Technology index | ▼5.2% (2,985.0 to 2,829.0 points) |
| Weebit Nano (WBT) | ▲32.2% (A$2.86 to A$3.78) |
| DroneShield (DRO) | ▲942.9% (A$0.175 to A$1.825) |
Sources: S&P Dow Jones Indices quarterly rebalance announcements of 1 September 2023 (S&P/ASX 200) and 6 March 2026 (S&P/ASX indices, including the S&P/ASX 300), linked above; Share prices are ASX closing prices; every share price change on this site is measured from the 31 December 2021 close to the close on 2 October 2026. BrainChip remains in the All Ordinaries index. Weebit Nano and DroneShield are shown because they are the ASX peers in the disclosure examples above; DroneShield's business is defence technology, and the index is the broader comparison. Trading values are from monthly trading data for BRN (IRESS, BRN.ASX monthly time series): September 2022, A$234,902,728 over 21 trading days; September 2026, A$12,074,242 over 22 trading days. The dilution example uses the A$0.68 price at the start of 2022 and the November 2025 placement of 200 million shares at A$0.175 (FY2025 Annual Report).
See one agreement described two ways, and the company's 11 September 2026 letter
One agreement, two descriptions
In late March 2026 the company described the same signed licensing agreement in two documents: an ASX announcement dated 30 March, and a press release on its website.
"Compensation to BrainChip includes an upfront license fee and subsequent royalties based on the production volume of EDGEAI's SoC products."Press release, datelined Laguna Hills, 29 March 2026
"Compensation to BrainChip is divided into several components… BrainChip is unable to quantify the financial impact of the agreement at this time…"ASX announcement, 30 March 2026
The press release also named the target product, "Rapid Metering" for water, gas and electricity meters, said production was "specifically targeted at the Japanese market", and described battery savings and "8 years of operating life". None of these details appears in the ASX announcement. Shareholders who read only the ASX announcement learned none of them.
The record Two company-authored descriptions of the same agreement, with the commercial detail in the press release only.
A letter to shareholders, not to the market · 11 September 2026
"We are deeply committed to keeping our investors informed. In addition to strictly complying with ASX continuous disclosure rules, we proactively provide updates through our regular Investor Updates, podcasts, and social media."The Executive Team & Board of Directors of BrainChip, letter to shareholders, 11 September 2026
The record No announcement carrying this letter or its substance appears on the ASX Market Announcements Platform (checked by this group, 13 September 2026; reconfirmed 4 October 2026).
The company's 11 September 2026 letter points shareholders to podcasts and social media. Not every shareholder follows those channels; every shareholder can see the ASX platform. This group supports an ASX-first disclosure culture, consistent with the company's direct ASX peers.
Since 3 September 2026, the company has lodged four ASX announcements about investor presentations by its CEO: notice of the Q2 2026 investor update (3 September), the Q2 2026 Investor Presentation itself (11 September), notice of an AI and semiconductor investor webinar (18 September), and the presentation for that webinar (22 September), which the ASX marked price-sensitive. This group welcomes the change, and hopes it continues.
6The redomicile episode
In February 2025 the Board told the market a US listing was in shareholders' best interests. Ten weeks later, the Chairman said there was no plan in motion and apologised. Five months in, the Board decided to stay on the ASX.
Four statements, five months
ASX announcement
"…the Board determined that a sole US listing was in the best interests of BrainChip shareholders and should now be formally investigated."
BrainChip Holdings Ltd. The Chairman called it "this strategic decision", taken unanimously.
Quarterly report
"The Board has not yet made a formal decision on the matter but wanted to raise the possibility of redomiciling with shareholders to ascertain their reaction."
BrainChip Holdings Ltd
Annual General Meeting
"…our fear of a leak predicated us to disclose our intention to conduct an investigation to the market." Later: "I absolutely fundamentally apologize. There is no plan in motion."
Antonio Viana, Chairman, address and question and answer
Quarterly report
"…the Board has made the decision that shareholder value is best achieved by remaining listed on the ASX. BrainChip remains committed to the ASX listing…"
BrainChip Holdings Ltd, June 2025 quarterly report
The April quarterly report says the Board wanted to gauge shareholders' reaction, and the July report says its decision drew on "feedback from shareholders". None of the company's announcements said how that feedback was gathered, and the members of this group were not approached for their views. The February announcement itself noted that the "vast majority" of BrainChip's shareholders are Australian retail investors.
Two of the four reasons the Board gave for leaving the ASX were about disclosure: that US rules would let the company avoid "being compelled to disclose" commercially sensitive information, and that delisting would "reduce regulatory compliance, cost and disclosure obligations". For shareholders already concerned about how little the company discloses, that is the heart of the matter.
Questions for the Board. Which of the first three accounts was correct? What did the "feedback from shareholders" consist of, and how was it gathered? And what did the five-month review cost?
See the announcement, the quarterly reports and the Chairman's words in full
27 February 2025 · ASX announcement, "BrainChip evaluates redomiciling to US in 2025"
"The decision to investigate redomiciling was reached after the Board conducted an extensive strategic review of the Company and examined opportunities to protect and create value for its shareholders. After preliminary review, the Board determined that a sole US listing was in the best interests of BrainChip shareholders and should now be formally investigated."BrainChip Holdings Ltd, ASX announcement, 27 February 2025
"The Board unanimously believes this strategic decision is in the best interests of our shareholders, our employees, our partners and our existing and future licensees… I want to reassure our valued shareholders, the vast majority of whom are Australian retail investors, they will be able to buy, hold and sell shares of our new US parent company without restrictions once the US listing has taken effect."Antonio Viana, Chairman, same announcement
The announcement gave four reasons. The third: "SEC disclosure rules provide greater protection for the Company and our customer's commercially sensitive information, allowing BrainChip to conduct its commercial activities without the risk of being compelled to disclose confidential and commercially sensitive information…" The fourth: "A simultaneous delisting from the Australian Securities Exchange (ASX) would reduce regulatory compliance, cost and disclosure obligations that exist in a dual-listed scenario."
29 April 2025 · Quarterly Activities Report, March 2025 quarter
"On 27 February 2025, the Company announced it was evaluating the possibility of redomiciling to the United States. The Board has not yet made a formal decision on the matter but wanted to raise the possibility of redomiciling with shareholders to ascertain their reaction and to explain some of the perceived benefits to shareholders."BrainChip Holdings Ltd, Quarterly Activities Report, lodged 29 April 2025
6 May 2025 · Chairman's address to the Annual General Meeting, Sydney
"In our investigation and discussions with bankers, advisors, legal and other companies our fear of a leak predicated us to disclose our intention to conduct an investigation to the market."Antonio Viana, Chairman, address as lodged with the ASX on 6 May 2025
"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 redomicile... I absolutely fundamentally apologize. There is no plan in motion."Antonio Viana, Chairman, later in the question and answer session
30 July 2025 · Quarterly Activities Report, June 2025 quarter
"Post an extensive review that included input and advice from a range of experts, including foreign and domestic legal advisors, investment banks and feedback from shareholders, the Board has made the decision that shareholder value is best achieved by remaining listed on the ASX. BrainChip remains committed to the ASX listing and ensuring that the Company continues its path to commercial success."BrainChip Holdings Ltd, Quarterly Activities Report, lodged 30 July 2025 (ASX document 2A1610569)
Sources: "BrainChip evaluates redomiciling to US in 2025", ASX announcement, 27 February 2025; Appendix 4C and Quarterly Activities Report for the period ended 31 March 2025, lodged 29 April 2025; Chairman's address to the 2025 AGM, lodged with the ASX on 6 May 2025, and, for the question and answer session, a transcript of a recording made by a shareholder attending online (Neil Rinaldi); Quarterly Activities Report, June 2025 quarter, lodged 30 July 2025. Read each in full before relying on these excerpts. ASX document numbers 2A1581384 (announcement) and 2A1593128 (quarterly report).
That is the record. The financial evidence behind it, year by year and person by person, is set out under The Numbers. The candidates this group is proposing are named under The Candidates.