Exhibit 11.1

 

 

Statement of Policy Concerning Trading in Group Securities

 

Statement of Policy Concerning Trading in Group Securities

 

Adopted by resolution of the Board on 26 February 2025

 

Table of Contents

 

The Board of Directors of GH Research PLC has adopted this policy that GH Research PLC and its subsidiaries (collectively, “GH Research” or the “Group”) will, without exception, comply with all applicable laws and regulations in conducting its business. Each director, officer and employee is expected to abide by this policy. When carrying out Group business, directors, officers and employees must avoid any activity that violates applicable laws or regulations. In order to avoid even an appearance of impropriety, the Group’s directors, officers and employees are subject to pre-approval requirements and other limitations on their ability to enter into transactions involving the Group’s securities. Although these limitations do not apply to transactions effected pursuant to written plans (“10b5-1 Plans”) for trading securities that comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the entry into, amendment or termination of any such written trading plan by members of the Window Group (as defined herein) is subject to pre-approval requirements and other limitations, as discussed in section 3.f.6 below.

 

This policy advises on the policies and procedures for trading in Group Securities. Each GH Research director, officer and employee is responsible for complying with this policy. In case of a conflict between this policy and applicable laws and regulations, the more restrictive provision applies.

 

 

The U.S. securities laws regulate the sale and purchase of securities in the interest of protecting the investing public. U.S. securities laws give the Group, its directors, officers and employees the responsibility to ensure that information about the Group is not used unlawfully in the purchase and sale of securities (such as shares, bonds, notes, debentures, limited partnership units or other equity or debt securities).

 

All directors, officers and employees should pay particularly close attention to the laws against trading on “inside” information. These laws are based upon the belief that all persons trading in a company’s securities should have equal access to all “material” information about that company. For example, if a director, officer or employee knows material non-public financial or clinical information, that director, officer or employee is prohibited from buying or selling shares in the company until the information has been adequately disclosed to the public. This is because the director, officer or employee knows information that is likely to cause the share price to change and has a duty to the Group not to trade on that information, and it would be unfair for the director, officer or employee to use that information to sell shares at an artificially high price to an investor who does not have access to the same information. In fact, it is more than unfair; trading on the basis of material inside information is fraudulent and illegal. Civil and criminal penalties for this kind of activity are severe.

 

The general rule can be stated as follows: it is a violation of federal securities laws for any person to buy or sell securities if he or she is in possession of material inside information. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Material information can be favorable or unfavorable. Courts and regulators often second-guess materiality determinations with the benefit of hindsight. If it is not clear whether inside information is material, it should be treated as if it was material. Some examples of information that could be considered material include (but are not limited to):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

It is inside information if it has not been publicly disclosed in a manner making it available to investors generally on a broad based non-exclusionary basis (e.g. the filing of a Form 6-K) and/or the investing public has not had time to fully absorb the information. If it is not clear whether material information has been sufficiently publicized, it should be treated as if it is inside information. Furthermore, it is illegal for any director, officer or employee in possession of material inside information to provide other people with such information or to recommend that they buy or sell the securities. (This is called “tipping”). In that case, they may both be held liable.

 

The U.S. Securities and Exchange Commission (the “SEC”), prosecutors, the stock exchanges and plaintiffs’ lawyers devote considerable resources to identifying insider trading. A breach of the insider trading laws could expose the insider or anyone who trades on information provided by an insider to criminal fines up to three times the profits earned and imprisonment for up to ten years, in addition to civil penalties (up to three times of the profits earned), and injunctive actions. In addition, punitive damages may be imposed under applicable U.S. state laws. Securities laws also subject controlling persons to civil penalties for illegal insider trading by employees, including employees located outside the United States. Controlling persons include directors, officers and supervisors. These persons may be subject to fines up to the greater of $1,000,000 or three times the profit (or loss avoided) by the insider trader.

 

Inside information does not belong to the individual directors, officers or employees who may handle it or otherwise become knowledgeable about it. It is an asset of the Group. For any person to use such information for personal benefit or to disclose it to others outside the Group without authorization violates the Group’s interests, and may be in breach of his or her fiduciary, loyalty or other duties to the Group. More particularly, in connection with trading in the Group’s securities, it is a fraud against members of the investing public and against the Group. Even if allegations of insider trading do not lead to a conviction, defending against such allegations is expensive. In addition, the mere perception that a director, officer or employee traded with the knowledge of material inside information could harm the reputation of both the Group and that director, officer or employee. Accordingly, this policy is in some cases more restrictive than what applicable insider trading laws might otherwise require.

 

 

Except where stated otherwise, this policy applies to the following individuals and entities, without regard to where they are located in the U.S. or internationally. We refer to these individuals and entities collectively as “Insiders”:

 

 

 

 

Because of their access to confidential information on a regular basis, Group policy subjects its directors, officers, employees and certain other persons (the “Window Group”) to additional restrictions on trading in Group securities. The restrictions for the Window Group are discussed in Section 3.f.6 below. In addition, directors, officers and employees with inside knowledge of material information may be subject to ad hoc restrictions on trading from time to time.

 

In addition, the Group itself must comply with U.S. securities laws applicable to its own securities trading activities, and will not effect transactions in respect of its securities, or adopt any securities repurchase plans, when it is in possession of material non-public information concerning the Group, other than in compliance with applicable law, subject to the policies and procedures adopted by the Group, if applicable, and the prior approval of the executive officer serving as the Group’s principal financial officer (referred to herein as the “Principal Financial Officer”).

 

 

Insiders who learn material information about suppliers, collaborators, customers, or competitors through their work at the Group, should keep it confidential and not buy or sell securities in such companies until the information becomes public. Insiders should not give tips about such securities.

 

 

Insiders are prohibited from engaging in any derivative transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Group’s equity securities. As discussed below, Insiders are also prohibited from shorting the Group’s securities.

 

Trading in options or other derivatives is generally highly speculative and very risky. People who buy options are betting that the share price will move rapidly. For that reason, when a person trades in options in his or her employer’s shares, it may arouse suspicion in the eyes of the SEC that the person was trading on the basis of inside information, particularly where the trading occurs before a company announcement or major event. It is difficult for an Insider to prove that he or she did not know about the announcement or event.

 

If the SEC or the stock exchanges were to notice active options trading by one or more Insiders prior to an announcement, this could trigger an investigation with potential legal action. Such an investigation could be embarrassing to the Group (as well as expensive), and could result in severe penalties and expense for the persons involved. For all of these reasons, the Group prohibits its Insiders from trading in options or other securities involving the Group’s shares. This policy does not pertain to the exercise of an employee share option granted by the Group pursuant to the Group’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Group withhold shares subject to an option to satisfy tax withholding requirements. This policy does apply, however, to any sale of shares as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

 

 

Pledged securities may be sold by the pledgee without the pledgor’s consent under certain conditions. For example, securities held in a margin account may be sold by a broker without the customer’s consent if the customer fails to meet a margin call. Because such a sale may occur at a time when an Insider has material inside information or is otherwise not permitted to trade in Group securities, the Group prohibits Insiders from pledging Group securities in any circumstance, including by purchasing Group securities on margin or holding Group securities in a margin account.

 

 

The following guidelines should be followed in order to ensure compliance with applicable antifraud laws and with the Group’s policies:

 

 

 

 

 

 

 

 

 

 

Note that at times the Principal Financial Officer may determine that no trades may occur even during the Window when clearance is requested. This may occur as a result of a pending business transaction, a material cyber-breach or any material development that has not yet been publicly disclosed. No reasons may be provided and the closing of the Window itself may constitute material inside information that should not be communicated. For the avoidance of doubt, a Window is a company compliance requirement and does not constitute a legal right to trade in the Group’s securities. Accordingly, even during a Window, a member of the Window Group who receives clearance but nonetheless possesses material inside information should refrain from trading in Group securities.

 

The foregoing Window Group restrictions do not apply to transactions pursuant to 10b5-1 Plans. However, Window Group members may not enter into, amend or terminate a 10b5-1 Plan relating to Group securities without the prior approval of the Principal Financial Officer or, in either the Principal Financial Officer’s absence or in the event that the Principal Financial Officer wishes to request any such approval, the Principal Executive Officer, which in either case will only be given during a Window period and only if the Window Group member does not have knowledge of material non-public information.

The Group reserves the right to publicly disclose, announce, or respond to inquiries from the media regarding the adoption, modification, or termination of any 10b5-1 Plan and related trading arrangements, or the execution of transactions made under a 10b5-1 Plan. The Group also reserves the right from time to time to suspend, discontinue, or otherwise prohibit transactions under a 10b5-1 Plan if the Principal Financial Officer (or the Principal Executive Officer for 10b5-1 Plans of the Principal Financial Officer) or the Board of Directors, in its discretion, determines that such suspension, discontinuation, or other prohibition is in the best interests of the Group.

 

 

All Insiders are subject to the restrictions on trading in Group securities and the securities of other companies. The U.S. securities laws may be applicable to trades in the Group’s securities executed outside the United States, as well as to the securities of the Group or any affiliate of any member of the Group, even if they are located outside the United States. Transactions involving securities of members of the Group or affiliates should be carefully reviewed by counsel for compliance not only with local law but also for possible application of U.S. securities laws.

 

 

Gifts of Group securities should only be made (i) when an Insider is not in possession of material non-public information and (ii) inside a Window. Gifts of Group securities are otherwise subject to this policy.

 

 

The U.S. Securities Act of 1933, as amended (the “Securities Act”), requires every person who offers or sells a security to register such transaction with the SEC unless an exemption from registration is available. Rule 144 under the Securities Act is a safe harbor typically relied upon for (i) public resales by any person of “restricted securities” (i.e., unregistered securities acquired in a private offering or sale) and (ii) public resales by directors, officers and other control persons of a company (known as “affiliates”) of any of such company’s securities, whether restricted or unrestricted.

 

The exemption in Rule 144 may only be relied upon if certain conditions are met. These conditions vary based upon whether the Group has been subject to the SEC’s reporting requirements for 90 days (and is therefore a “reporting company” for purposes of the rule) and whether the person seeking to sell the securities is an affiliate or not.

 

 

 

Rule 144 also imposes the following additional conditions on sales by persons who are “affiliates.” A person or entity is considered an “affiliate,” and therefore subject to these additional conditions, if it is currently an affiliate or has been an affiliate within the previous three months:

 

 

 

 

Bona fide gifts are not deemed to involve sales of shares for purposes of Rule 144, so they can be made at any time without limitation on the amount of the gift, subject to the terms of this policy and in compliance with applicable law. Donees who receive restricted securities from an affiliate generally will be subject to the same restrictions under Rule 144 that would have applied to the donor, depending on the circumstances.

 

Affiliates also may sell securities in a private transaction without registration to accredited investors, but limitations include (among others) that the sale is not solicited by any form of general solicitation or advertising. Private resales by affiliates raise certain documentation and other issues and must be reviewed in advance by the Principal Financial Officer.

 

 

In order to prevent market manipulation, the SEC adopted Regulation M under the Exchange Act. Regulation M generally restricts the Group or any of its affiliates from buying Group shares,  including as part of a share buyback program, in the open market during certain periods while a distribution, such as a public offering, is taking place. You should consult with the Principal Financial Officer if you desire to make purchases of Group shares during any period in which the Group is conducting an offering or buying shares from the public.

 

 

 

 

For questions concerning this policy, contact the Principal Financial Officer.

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