Tinybeans Group Limited (TNY) Earnings Call Transcript & Summary

Good morning. Welcome to the 2021 Annual General Meeting for Tinybeans Group Limited. For those attending who do not know me, I'm John Dougall, your nonexecutive Chairman and today I speak to shareholders via Zoom link from Sydney. It's now 9:00 in the morning here in Sydney, and there being a quorum present so I declare the meeting properly constituted and open for business. In attendance today, we have our Chief Executive Officer, Eddie Geller, in New York; nonexecutive Directors, Andrea Cutright; and Kathy Mayor dialing in from the United States of America; and Andrew Whitten, who's based here in Sydney. We're also joined by our audit partner, Louise Worsley from Grant Thornton; and David Hwang; and Rebecca Goodman -- Woodman, I'm sorry, our joint Company Secretaries. But given the health concerns attributed to the COVID-19 pandemic and in addition to guidelines and restrictions issued by Australian states and federal government, the company considers that it's appropriate to hold this Annual General Meeting as a virtual meeting in a manner that's consistent with the requirements of the Treasury Laws Amendment Act 2021. The virtual component of this meeting is being held via Automic's online meeting platform. This platform enables shareholders and proxy holders to participate in the live webcast of the meeting as well as being able to ask questions and to submit votes. Questions can be submitted at any time. To ask a question, press on the Q&A icon at the bottom of your screen. This will open a new screen. At the bottom of that screen, there is a section for you to type your question. Please start your question by typing your shareholding SRN or HIN number. This will allow our moderator to identify you as a Tinybeans' shareholder. Once you finish typing, please hit enter on your keyboard to send. You can also ask your question verbally by typing, I'd like to speak. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Also note that your questions may be moderated if we receive multiple questions on one topic, and they'll be amalgamated together. Due to time constraints, we may run out of time to answer all questions. If this happens, however, we'll answer them in due course via e-mail or posting responses on our website. For clarity, all questions should be addressed to me as the Chairman. I will either deal with a question personally or I'll ask someone who is better placed to respond. We'll do our best to answer any relevant question raised. I do ask that you keep your questions short and to the point so that as many shareholders as possible have a chance to ask a question. When we reach the formal business of the meeting, voting on all resolutions will be conducted by poll. Shareholders wishing to vote on the resolutions being put to the meeting can do so through Automic's Investor portal. Please note, however, that if you've already launched a proxy vote, you do not need to log into the online portal and vote again, unless you wish to change your proxy instruction. As your votes have already been counted in the poll on each resolution as per your original proxy instructions. So for those shareholders voting today, instructions on how to log on to the investor portal can be found in the Notice of Meeting, which was launched with the Australian stock market on the 14th of December last year, as well as shareholder update concerning this Annual General Meeting was lodged with the Australian stock market on the 6th of January this year. A summary now of those instructions can be seen on the screen. Given all of that, if you have any problem registering your shareholder with the Automic Group, please call the support number also shown on the screen. So to allow shareholders time to log in, I now declare the poll open. Online voting is now open and will remain open until I declare it closed at the end of the formal business. Your votes must have been submitted prior to the portal being closed for them to count. Do not click on, next, until you've selected your vote for all resolutions. Okay. With that background, the agenda for today's meeting will be as follows. I'll first provide a short address, a copy of which has already been registered and released to the Australian stock market prior to the commencement of today's meeting. We'll then proceed to the formal matters of the Annual General Meeting. And finally, there will be an opportunity for questions and discussion. So before turning to the resolutions under consideration, I would like to say a few words in relation to the last year or so. 2021 has been a year of significant progress and transition for Tinybeans, the trusted platform where parents go to capture and share memories, to gain inspiration, to engage with other parents and to help them raise amazing kids. Revenues for the company continue to grow strongly in fiscal year 2021. We generated over USD 8 million in revenue, doubling the result from the prior year. The strong increase in revenue was a direct result of and supported ongoing investment in product development and strategic initiatives to support further growth for our company. We moved from operating under 2 brands, Tinybeans and Red Tricycle to now operating under the single Tinybeans brand. And we're looking to add real buzz around the brand to further cement Tinybeans as the #1 parenting platform for proactive and engage parents everywhere. In October 2021, we announced a new subscription model called Beanstalk that introduced an expanded range of features for families, including meeting their needs in e-commerce. Beanstalk subscriptions generate recurring revenues for the company as we transitioned our business model from primarily advertising-based to advertising and subscription-based revenues. Since its launch, in only just a few months, Beanstalk's recurring revenues from subscriptions are on track to double, to over USD 140,000 a month, clearly highlighting the potential for this new subscription model to quickly grow. We also launched a new website and a mobile app, both of which will continue to be enhanced with new features and new offerings. Our new branding has been very well received by our advertising partners, and we're winning business with top-tier brands, partners like LEGO, Google, Microsoft and YouTube Kids that are committing to larger average size campaigns given the quality of the Tinybeans audience. Now as previously flagged, the Board sees significant opportunity in dual listing Tinybeans on NASDAQ to complement the company's listing on the Australian stock market. Over the past year, we have begun to lay the foundations necessary for this to happen, including undergoing a thorough audit process with our new audit partner, Grant Thornton. But given the substantial growth opportunities available to our business, AUD 8.1 million was raised in late November 2021 via replacement to existing and new sophisticated and institutional shareholders as well as via a share purchase plan. Now I'm aware of the fact that shareholders may have questions relating to the recent capital raise, and I'll get to those matters in the Q&A session at the end of this meeting. Now the funds raised, however, are being judiciously employed and deployed into strategic initiatives to support the growth strategy of our company, boosting our market presence, expanding our sales and business development team and continuing to invest in product and engineering. With the company rapidly growing and several exciting and attractive growth initiatives available to the business, your Board decided that it was encouraging to raise capital to enable the management team to execute the company's long-term growth strategy. The opportunities are clear to us as we announced alongside the capital raising, the revenue outlook for the October through December 2021 quarter was well over USD 3.5 million. That's an increase of over 53% on the previous corresponding period. Now also, we announced some 4 months back, after my almost 4 years as Chairman of your company, I plan to step down this year. The Board has unanimously agreed to transition to a well-regarded U.S.-based nonexecutive chairperson with NASDAQ experience and been-there-done-that expertise in relevant technology. We also plan to appoint an Australian-based capital market savvy nonexecutive director to the Board during this year. It's been a pleasure to serve in the role and I give my personal thanks to all shareholders for giving me the opportunity. I look forward to continuing my association with Tinybeans as a supportive shareholder like all of you. In the meantime, your team is focused on executing the growth strategy and winning new business and renewing existing accounts. We're committed to our strong growth objectives and to supporting our parents, families and our business partners. We have proven resilient to the challenges and demands in the past 2 years and the company enters 2022 with confidence. Having said that, let me now move to the formal business as set out in the notice of meeting. So the notice of Annual General Meeting was sent to all registered members on or around the 14th of December 2021 and is to be taken as read. Voting on all resolutions will be conducted by poll. And for the purposes of the poll, I appoint Euh Hwang of the Automic Group, the company's share registry, who have examined and prepared summaries of the proxy forms received. Euh is to act as our returning officer and to conduct the poll. Proxies have been inspected and all those relevant votes have been accepted. Proxies have been received representing 24,158,045 shares or 41.6% of the issued capital of the company. It's a very strong response from the shareholders, which I appreciate. Undirected proxies or open votes that have nominated me, the Chairman as their proxy, will be cast in favor of each resolution in the notice of the Annual General Meeting. So let's turn to the resolutions. The first item of business is to receive the company's annual financial report for the year ending June 30, 2021. The financial report and the reports of the directors and the auditors are now laid before today's meeting. Noting that there's no vote on this item, it's a discussion item only. For the company's auditor for the 2021 financial year, Louise Worsley of Grant Thornton is present this morning to take questions relevant to the conduct of the audit, and the preparation and content of the independent auditor's report. Are there any questions or comments on the financial report or the reports of the directors and the auditors?

No questions have been received, John.

Are there any questions or comments on the management of the company?

No questions have been received, John.

Well, based on that, thank you, David. We now proceed to the resolutions set out in the notice of the Annual General meeting. Resolution 1 is as follows: to consider, and if thought fit, to pass, with or without amendment, resolution 1, adoption of the remuneration report as an ordinary resolution. Ordinary resolution requiring 50% or more of the votes cast to vote in favor. If you wish to discuss this resolution, please submit your questions via the Q&A. Note, voting here is advisory only and doesn't actually bind the directors of the company on this particular resolution. So the proxies received in relation to this resolution are on the screen with 98.51% voting in favor, including the discretionary shares delegated to me as the Chair. I now put the motion. Shareholders can vote via the online portal. However, I reminded not to click on, Next, until you've selected your vote for all resolutions. Dave, were there any questions?

No questions received, John.

Resolution #2, thank you, is as follows: to consider, and if thought fit, to pass, with or without amendment, resolution 2, reelection of Kathy Mayor as an ordinary resolution. As a background, Kathy joined our Board in October 2020, and was elected at the 2020 Annual General Meeting as a Non-Executive Director of the company. Kathy continues to make a strong contribution especially on brand building, product management and consumer marketing matters around the Board table. In line with our constitution, at least one director must stand for reelection at every Annual General Meeting and your directors recommend that shareholders vote in favor of Kathy Mayor's reelection. If you wish to discuss this resolution, please submit your question via the Q&A.

No questions have been received, John.

Thank you, David. The proxies received in relation to this resolution are 99.98% in favor as per the statistics here on the screen. I now put the motion and shareholders can vote via the online portal. Kathy is subject to the final poll outcome. I extend my qualified congratulations to you on your reappointment. Moving to resolution #3. To consider and, if thought fit, to pass, with or without amendment, resolution 3, ASX Listing Rule 7.1A, which involves approval of future issue of securities as a special resolution. Special resolution requires 75% or more of those voting to vote in favor of this resolution. If approved, this special resolution under Listing Rule 7.1A gives you a Board approval to issue an extra 10% capacity in equity securities on top of the 15% available in the next 12 months for a company of our size. Your Board recommends approval, giving it the necessary flexibility to respond to opportunities beneficial to all shareholders. If you wish to discuss this resolution, please submit your questions via the Q&A. While that's happening, proxies received in relation to this resolution are on the screen and including my discretionary votes, 78% of shareholders voting, voted in favor. Are there any questions, David?

No questions have been received, John.

I now put the motion. Shareholders can vote via the online portal. Resolution 4. Resolution 4 is as follows: to consider, and if thought fit, to pass, with or without amendment, resolution 4, appointment of employee -- sorry, adoption of employee incentive plan as an ordinary resolution. As background, shareholders last approved an employee incentive plan on October 29, 2018. And since that date, 3,625,161 unlisted options have been issued to staff. If approved at today's Annual General Meeting, the company under this resolution can issue up to 4 million awards and options under the incentive plan over the next 3 years. If you wish to discuss this resolution, please submit your question via the Q&A. While that may be happening, proxies received in relation to this resolution are on the screen with 98.48% voting in favor based on my discretionary powers.

No questions have been received, John.

Thank you, David. I now put the motion. Shareholders can vote via the online portal. Now as the next resolution relates to myself, I intend to hand the chair over to my colleague, Andrew Whitten for resolution #5. Andrew, over to you.

Thanks, John. So resolution #5 is as follows, to consider and, if thought fit, to pass, with or without amendment, resolution 5, the approval of issue of shares through John Dougall or his nominee, Director of the company as an ordinary resolution. If you wish to discuss this resolution, please submit your questions via the Q&A. Is there any questions been submitted.

No questions, Andrew.

Thank you, David. The proxies received in relation to this resolution are now on the screen. As people -- as you can see, the proxies are approximately 98% including the discretionary votes in favor of that resolution. So I now put the motion to shareholders who can now vote via the online portal. And again, I extend my additional congratulations to you, John, and I hand the chair back to you.

Andrew, thanks for that. So just for shareholders attending by way of background, the fee to the nonexecutive Chairman in this particular case is AUD 100,000 a year, $30,000 pretax cash and $70,000 in shares. The shares issued under this resolution, if approved, issued at an average price of $1.31 per share based on the VWAP as at July 2020 through June 30, 2021. So I've got a lot of incentive here to improve performance and get the share price back up ladies and gentlemen. Moving to Resolution #6, to consider and, if thought fit, to pass, with or without amendment, resolution 6, approve the issue of shares to Andrew Whitten, or his nominee, Director of the company as an ordinary resolution. If you wish to discuss this resolution, please submit your questions via the Q&A. While that may be happening, proxies received in relation to this resolution are on the screen at 97.83% in favor. Once again, Andrew's shares, if approved, will be issued at the average price of $1.31 per share based on the 2021 VWAP. Once again, that's an incentive to help us improve the performance and the valuation of our company. I now put the motion.

No questions have been received, John.

Shareholders can vote via the online portal. Subject to that, Andrew, congratulations. Resolution #7. Resolution #7 is as follows, to consider and, if thought fit, to pass with or without amendment, resolution #7, approval of issues of shares to Kathy Mayor or her nominee, Director of the company, once again, as an ordinary resolution. In the case of Kathy, on an annual basis as a nonexecutive director based in the U.S., her fee structures are USD 50,000, USD 15,000 in pretax cash and 35,000 shares on an annual basis. Given the fact that she only served for 10 months in the year to June 30, 2021, she's being allocated shares on a pro rata basis, and the share price is AUD 1.46. So same incentive for Kathy. Are there any questions?

No questions are received, John.

I now put the motion. Shareholders can vote via the online portal. Resolution #8 is as follows: to consider and, if thought fit, to pass, with or without amendment, resolution #8, the approval of the issue of shares to Andrea Cutright or her nominee, Director of the company as an ordinary resolution. Andrea's fee structure is exactly the same as Kathy Mayor's. If you wish to discuss this resolution, please submit your questions via the Q&A. I note the proxies received in relation to this resolution are on the screen at 97.83% in favor.

No questions have been received, John.

I now put the motion. Shareholders can vote via the online portal. Resolution #9 is as follows: to consider, and if thought fit, to pass, with or without amendment, resolution 9, approval of the issue of shares to Edward Geller, Eddie Geller or his nominee, Director of the company and as an ordinary resolution. Proxies received in relation to this resolution are on the screen, voting 97.06% in favor. In this particular case, as for myself and for Andrew, the shares will be issued to any subject to shareholder approval at an average price of AUD 1.31 per share based on the VWAP of the June through July -- July through June 30, 2021 share price. If you wish to discuss this resolution, please submit your questions via the Q&A.

No questions have been received, John.

Thanks, David. I'll now put the motion. Shareholders can vote via the online portal. Resolution 10 is as follows, this is to consider, and if thought fit, to pass, with or without amendment, resolution 10, approval of the issue of shares to Megan Gardner or her nominee as an ordinary resolution. As background for shareholders, Megan transitioned off our Board after 3 or more years following the last Annual General Meeting of the company. These shares, if approved, are issued to her as part of the FY '20 director fees. And basically, what we're asking for here equates to 17,439 shares at an average price of AUD 1.20 per share. If you wish to discuss this resolution, please submit your question via the Q&A. In the meantime, the proxies received in relation to this resolution are on the screen with 97.83% voting in favor.

No questions have been received, John.

Thank you, David. I now put the motion. Shareholders can vote via the online portal. Resolution 11 is as follows, somewhat similar, to consider and, if thought fit, to pass, with or without amendment, resolution 11, approval of the issue of shares to Mary Godfrey, Ms. Godfrey is in New York, or her nominee as an ordinary resolution. Once again, Ms. Godfrey transferred off the Board following the FY '20 Annual General Meeting. And as per Megan Gardner, if approved, these shares are issued to Mary as part of our FY '20 director fees at an average price of $1.20 a share. If you wish to discuss this resolution, please submit your questions via the Q&A. In the meantime, the proxies received in relation to this resolution are on the screen with 97.83% voting in favor. David?

No questions have been received, John.

Thank you, David. I'll now put the motion. Shareholders can vote via the online portal. Resolution #12 and these resolutions that follow relate to the recent placement and capital raises. Resolution 12 was as follows: to consider and, if thought fit, to pass, with or without amendment, resolution 12, the ratification of the prior issue of Tranche 1 Placement Shares issued under ASX Listing Rule 7.1 as an ordinary resolution. Just to remind shareholders, 6,938,988 shares were issued on the 26th of November at an average price of AUD 0.60. If you wish to discuss this resolution, please submit your question via the Q&A. In the meantime, proxies received in relation to this resolution are on the screen with 99.77% voting in favor.

No questions have been received, John.

Thank you, David. I now put the motion. Shareholders can vote via the online portal. So Resolution 13 is as follows: to consider and, if thought fit, to pass, with or without amendment, resolution 13, the ratification of the prior issue of Tranche 1 placement shares issued under ASX Listing Rule 7.1A, an ordinary resolution again. Under this issue, 4,629,012 shares were issued on the 26th of November 2021 at $0.60. Between resolution 12 and resolution 13, the company raised AUD 6.9 million before costs. If you wish to discuss this resolution, please submit your question via the Q&A. In the meantime, proxies received in relation this resolution are on the screen with 99.77% voting in favor.

No questions are received, John.

Thank you, David. I now put the motion. Shareholders can vote via the online portal. Resolution 14 is as follows, to consider and, if thought fit, to pass, with or with our amendment, resolution 14, approval of the issue of Tranche 2 Placement Shares as an ordinary resolution. Now due to a capacity issue in the prior year, as part of the raising of the AUD 8.1 million capital raise, which was fully paid shares in November 2021, we need approval from shareholders in today's Annual General Meeting to issue these shares, I'm referring to at $0.60 a share and to raise an additional approximately AUD 1.1 million less costs. If you wish to discuss this resolution, please submit your questions via the Q&A. In the meantime, the proxies received in relation to this resolution are on the screen with 99.57% voting in favor.

No questions have been received, John.

Thank you, David. I'll now put the motion, shareholders can vote via the online portal. Resolution 15, 3 to go. Resolution 15 is as follows, to consider and, if thought fit, to pass, with or without amendment, resolution 15, approval to issue conversion shares to Eddie Geller or his nominee, Director of the company as an ordinary resolution. As a background to this resolution, Eddie provided USD 300,000 in late September 2021 as an unsecured short-term loan to the company. Coincident within November capital raise last year and subject to shareholder approval today, Eddie has agreed to convert his loan to Tinybeans shares as a sign of confidence in the business. If you wish to discuss this resolution, please submit your questions via the Q&A. In the meantime, proxies received in relation to this resolution are on the screen with 95.59% voting in favor once I vote my discretionary shares as Chairman.

No questions have been received, John.

Thank you, David. So I now put the motion and shareholders can vote via the online portal. Resolution 16. Resolution 16 is as follows: to consider and, if thought fit, to pass, with or without amendment, resolution 16, approval to increase the maximum aggregate amount of nonexecutive director fees as an ordinary resolution. My past experience is this is always a very popular resolution. The request to increase for AUD 200,000 per annum in aggregate amount of nonexecutive director fees is broadly requested on behalf of your company and the Board to provide headroom to add a seasonally qualified U.S.-based nonexecutive chairperson to our company and as well to add an Australian-based capital market savvy nonexecutive director here in Australia, when I step off the board at that time. If you wish to discuss this resolution, please submit your question via the Q&A. In the meantime, proxies received in relation to this resolution are on the screen with 74.17% voting in favor when I vote my discretionary shares in favor as Chairman. And as an ordinary resolution, of course, we needed 50% to vote in favor and that clearly subject to the final results looks possible. So now moving to the final resolution before we get to a discussion on general questions and answers. Resolution 17 is as follows: to consider and, if thought fit, to pass, with or without amendment, resolution 17, the appointment of a director (sic) [ auditor ] as an ordinary resolution. Now in line with Tinybeans plan to transition to the NASDAQ, we found it necessary to appoint an audit firm that held various U.S. certifications and is registered with a public company accounting oversight board in the United States of America. Grant Thornton fulfills those attributes and has provided your Board with its written consent to act. Your Board recommends that shareholders vote to appoint Grant Thornton as our auditor. If you wish to discuss this resolution, please submit your question via the Q&A. In the meantime, proxies received in relation to this resolution are on the screen, with 100% voting in favor of the appointment of Grant Thornton as our auditor.

No questions have been received, John.

I now put the motion. Shareholders can vote via the online portal. And as this is the final resolution of today's meeting, shareholders can now click on, next, if you have selected your vote for all resolutions. So before we close the poll, are there any questions in relation to this transmission -- or the submission, I'm sorry, of online vote portal before I close this poll. Any questions, David, coming through?

No questions have been received, John.

Okay. So I now ask the staff of the Automic Group to process the poll. And the results of the poll will be announced on the Australian stock market once they're available. I now declare the poll closed. So ladies and gentlemen, that concludes the formal business of our Annual General Meeting today. I declare the Annual General Meeting closed at 9:37 a.m. Sydney time. And I now invite shareholders to submit any general questions concerning the company via the question-and-answer. Note that I can only answer questions where the information is already in the market. And of course, we will provide a full market update prior to the end of January, along with our half year results. So let me just turn to Eddie Geller. Eddie, do we have any questions of the general nature that we can answer this morning, this afternoon?

Sure, John. We received some questions in recent days. So if you're okay with it, I'll jump into those and add to them?

Please.

Hello, everyone. My name is Eddie Geller, CEO of Tinybeans. Welcome to the Q&A part of our AGM. So as I just said, we received a few questions sent in and leading up to the AGM. So I'm just going to handle them directly now. And then do feel free to throw in questions as we go, and we'll look to address them as well. So jumping in. The Tinybeans Android app appears to have been having a lot of reliability issues causing a lot of frustrated reviews during an important pivot to Beanstalk subscription model. Is there any info on why this occurred and how this is being handled right now? Great question. Thanks for posting it. So a launch of Beanstalk required a change to how we manage users in the app. It would be from basically a subscription being used from a family to user. And the answer to that was an architect as the way we routinely checked the state of the user subscription status. This resulted in a time delay in how a user signed up to the app and a subscription and didn't recognize the change. And amongst other things, created a whole bunch of seeking bugs that we had from the payment processor to the subscription system, i.e., obviously, the Google platform and obviously, the app. We're evaluating a range of options, including rewriting portions of the Android app, especially those who deal with seeking the photos and the user space, many of which is code that we haven't touched for many years. So it's definitely something top of mind for us and we definitely are committed to resolving it this year. We see Android as a big growth opportunity for 2022. Next question. In late 2019, I think it was provided during an innovation update that approximately 400,000 photos are added every day in the Tinybeans platform. How many photos are being added today on the Tinybeans platform? So new memories isn't something we're reporting on anymore as it doesn't really assist investors understanding key metrics that drive customer and revenue growth. Having said that, back in 2019, the Tinybeans platform received about 350,000 memories per day, which included photos and videos. Currently, the platform receives about 260,000 per day, which, given the introduction of the paid-only model is in line with expectations. Next question. What's the current number of Tinybeans' monthly active users? So Tinybeans plans to release the MAU at the end of early this month on our Q2 results. So we're not able to share them today because we only are able to talk about things that are in the public eye. But just absolutely stay tuned for our results at the end of the quarter, which will have business highlights. And obviously, our foreseeability for the end of this month or the quarter that we just finished. Last question received earlier. So previously, Tinybeans reported its platform has resonated well with pet parents, especially with families that own pets. This has led to a partnership with Hill's Pet Nutrition. How is the move to pay feedstock subscription model affected this momentum, presumably users that exclusively use Tinybeans for their pets are less willing to pay for Beanstalk subscription, but can you provide more color on this? The majority of our families actually have pets and children. Very few have just pets alone. And whether they're nonpaying users or whether or not the free trial ends, we still send and then still receive information and obviously access to pet content on the website through a whole range of e-mails as well. Users are just no longer able to upload new memories through a paying subscription. But clearly, if they're on the platform and so happy to receive information, they still get that and whether or not they're just pet parents or family members of kids and pets. John, they're all the questions we received prior to. I'll hand it back to you.

Eddie, thanks very much for that. So in my opening address, I did make a comment that I would refer under general discussion to the recent capital raise and a number of sort of sub questions come out of that particular matter. One of the questions that I've been asked is why did we put in place the short-term director loans rather than complete the capital raise earlier than we did? And did the Board learn any particular lessons through that particular recent series of events? And is there anything further the Board is doing in terms of those lessons learned? So look, stepping back through that, at the time in the July, August period, your Board was evaluating various paths to raising capital and felt that raising through a U.S. investment bank made the most sense, given our future trajectory in that market. Given that, the Board wanted to try and structure the best deal we can get under the circumstances without being pressured to taking any deal put in front of us. We decide on the short-term director loans as our push into the company to then raise the capital that was in the best interest of all shareholders through our U.S. investment bank. Unfortunately, the terms of the U.S. raise proved to be unacceptable to your Board, and so we turned having announced the short-term director loans to seek and receive financing in Australia, which, of course, resulted in an oversubscription, unfortunately, at a fairly low price of $0.60 a share, and we raised $8.1 million, subject to approval of that recent resolution on Tranche 2 less costs. Looking back in terms of lessons learned. Look, the issue in hindsight was a capital management issue rather than a business issue. In hindsight, and I hold myself responsible for this. The Board relied too heavily on the advice of the U.S. bankers, but everything was progressing to plan. We took too long to put in place our plan B, involving funding from existing shareholders in Australia and the U.S. And on a very short notice, we put in place the short-term unsecured facility from 3 of our directors. Now that unfortunately surprised the market and led to a significant drop in the share price and the rest of the events shareholders are aware of with the positive being that we have now raised AUD 8.1 million less cost and are fully financed to execute on our growth plan. And the growth you can see, given what we've achieved in the quarter just gone, December 2021, which I referred to in my address, and of course, our year-on-year growth, particularly not just in advertising, but now in the subscription model of Beanstalk. So I think moving forward, one of the things that the Board unanimously agreed to do, which I also touched on, is that we intend, as I step aside, which I intended to do during the coming months, to appoint a very pertinent and well-credentialed U.S.-based nonexecutive chairperson, having confident in contacts with U.S. banks and NASDAQ experience and also a market-savvy Australian nonexecutive director. Those individuals, I believe, will bring extra rigor to the Board in terms of capital management moving forward. So Eddie, I had no other questions, unless David had subsequent questions in this discussion section. David?

John, I believe, yes, there is a question that was received. Just in relation to the capital raise and the rationale for the strategy in terms of the timing of the capital raise.

Yes, David, it's okay. I'll -- David I'll phrase the question. I can see it and assist in answering, I guess.

Thanks, Eddie.

Thanks, Eddie.

Obviously, what John had just shared. So the question is basically, when we released our results at the end of the last quarter, I guess, about October, there was an impression that there was no immediate need to raise capital. But then weeks later, announced the capital raise. I guess the question is why the quick change of strategy, especially when the share price was low? So I guess, in terms of my comments, and obviously, John, feel free to add, and obviously, John has provided some additional color here is that one thing I will say is that when we released the results at the end of October, clearly, the market were aware of the cash balance at the end of the period. We clearly had put in place the directors' loans. When we released our 4(c), we shared with the market that the Board is exploring a variety of different parts to raise capital. That's explicitly written in our 4(c). So there was always a plan to explore a variety of different means to raise capital. So I guess it wasn't so much of a surprise in terms of the way we thought about it. We just obviously wanted to raise capital -- the right capital with the right investors at the best terms on our shareholders. So that's, I guess, the way we obviously thought about it. And obviously, John provided a bit more color to the history leading up to October and November. John, anything more to add?

Look, I've now looked at the question. Thanks. Eddie, I think that's a good response coming up with what I said a moment ago. And I think we have taken appropriate action. In many respects, what occurred was a perfect storm, and we acted accordingly and reacted in the interest of all the shareholders. We would have liked to raise the money at a higher price, but we don't directly direct the share price, unfortunately. So I'm very pleased that we've got the AUD 8.1 million less cost funded and strongly supported, and we're looking forward with our half year announcement coming at the end of January and possibly an investor update sometime after that to start to see a return in positive share growth as we deliver on our results. Thanks, Eddie.

So John, there's no other questions, but I just want to sort of, I guess, close with some planning comments just like John shared. So clearly, the -- from a shareholder perspective, we're obviously very committed to deliver on great results in the business. We shared an update in early December into how last quarter was tracking, which is a record quarter. And we're really excited in terms of where the business is heading. And at the end of this month, once we release our results, obviously, the last quarter with our 4(c), we'll have an earnings call. And those numbers will be shared with the market and obviously, open to a Q&A as well. And then once we receive -- once we complete the review, the half year review with our auditors, Grant Thornton, and that will be in market in February, we'll probably have some more sessions with investors in March as well. So the business is in great shape, and we're really excited about the future and thank you for supporting us through the last 12 months and obviously through the -- on the latest capital raise. So with that, John, I'll hand over back to you.

Great. Thanks, Eddie. So ladies and gentlemen, once again, thank you for joining us today. Thank you for your ongoing support of the company. There are no further questions. I'd like to thank all of you for your attendance today and for your ongoing support. And I now call to an end the Zoom webinar of the FY 2021 Tinybeans Group Limited Annual General Meeting. Thank you so much for your attendance. Have a good day.