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Hopefully Synairgen will be able to wring a small return from its other assets.

These being:

COPD/Corticosteroids European patent application which is currently undergoing minor corrections prior to grant.

Applications of the same in other territories is still in the examination phase.

Covid/Corticosteroids patent application in all territories is still undergoing examination in all areas.

The ILI granted patent unfortunately only has approximately 4years left to run, unless Regulatory Authorisation is gained prior to the end date whereupon extensions can be applied for, this patent will expire.

It would require BP backing to have any chance of meeting this timeframe, even then it would be a close call.

The Bio-Bank is another asset.

Lastly, the 17% stake in LOXL2 (Pharmaxis) still undergoing development ATM.

Https://register.epo.org/application?showPdfPage=1&documentId=MBZ7SIFGZGV3FES&appnumber=EP21777826&proc=

Confirmation of yesterday’s SNG001 COPD/Corticosteroids European Patent Approval.

I’m expecting the news to be officially announced by Synairgen following the official publication in the EPO bulletin.

Looking like Synairgen are over the line for Patent Approval for SNG001 COPD/Corticosteroids in Europe:

Just seen this update:

Status

Grant of patent is intended

Status updated on  17.06.2025

Database last updated on 16.07.2025

Probably best we agree to disagree on what lays behind motives of SNG and their IP advisors. ATM my prime focus is SNG getting the Phase2 MV trial underway. If the outcome is positive hopefully they will garner interest from BP for the Phase3 segment to facilitate getting sng001 over the line to enable authorisation to be sought.

Ditto, had experience dealing with HGF (engineering side),

a reputable company providing in-depth searches who unhesitatingly provides realistic assessment of clients IP innovation potential. Time will tell whether the patent examiners agree.

ak12345, at the last GM during the after-chat I asked M. Murphy when he thought the trial would start, he appeared assured when he replied by September.

“Those patents are commercially useless ”

For balance, the two current patent applications detail the SNG001 formulation that enables deep lung penetration utilising a vibrating mesh nebuliser. Important to note it does not claim solely the INF aspect.

Whilst there are no guarantees at this juncture for successful application outcomes, I am comfortable that HGF (Patent attorneys) are top draw in their field. Besides TFG having thrown another £18m into the ring will have had the benefit of their advisors look over the chances of the patent applications being granted before committing another large sum.

The big question for us remaining investors is the likelihood of success for the MV Phase2 trial.

Posting minor updates Re:SNG001 patent applications (2020) for both Covid & COPD as there are still a few visitors to this forum.

Covid: Claims amendment, date: 22/05/25, Claims 2 & 3 outlining BCSS assessment score amended (Nothing untoward).

COPD/Corticosteroids application, European Patent substantive examination started 30/05/25.

Captainredeye, imo at the moment if you’re not intending to buy or sell in the September Asset Match auction then holdings remaining in your nominee account will not present a problem for you.

However I along with others are still trying to clarify the issue of some brokers stating they are are not issuing share certificates with notification that shares will remain in the shareholders account.

Hopefully we’ll get further clarification on the issue shortly.

Hullabalooa, in depth scrutiny of recent company actions was greatly assisted by a colleague of yours who attended the GM last Friday.

Doc83, good to see you are both still with us, although a smaller number of attendees there was good searching scrutiny of recent Company actions and interactions with the recent appointees, MPB and M Murphy.

Part 2:

They questioned why the company allowed this impression to persist when, internally, they knew demand was absentbefore 20 December. Another shareholder added: “It shouldn’t have even launched. Pretending it was going to happen changed the optics entirely.

🔹 Shareholder Engagement Going Forward

Another shareholder (representing a group of 100 verified shareholders) said they too wanted to be part of the ongoing conversation. Mark Parry-Billings responded that they would follow up, but could not commit in the meeting to involve shareholders in director appointments.

That’s it folks.

Part 2:

Future Funding – What’s Next?

A shareholder asked how the company would fund the second half of the trial following the interim analysis (IA), and whether planning was already underway.

• Martin Murphy responded first, explaining that the second raise would be similar in scope to the first, but could vary depending on how much CMC (chemistry, manufacturing, and controls) activity would be required to move the programme toward Phase 3 readiness. He emphasised that this would likely be the primary driver of any cost increase.

• He also explained that future funding would be sought from specialist investors, particularly those in the private biotech sector, noting that the public markets have largely retreated from development-stage biotech risk due to macroeconomic conditions (especially higher interest rates). He stressed that most biotech capital is now concentrated in private markets, and that Synairgen’s team would proactively prepare materials and engage with that specialist pool in the lead-up to the IA.

• Mark Parry-Billings added that another source of future capital could be the pharmaceutical industry, through either co-development deals, licensing, or a potential acquisition. He said Synairgen would begin engaging relevant pharma companies in advance of the IA to walk them through the trial and prepare them to act if the data is positive.

• A shareholder raised concern about whether funding delays post-IA could stall the trial. Mark responded firmly that the trial would not stop at the IA, and that planning and operations would continue throughout. He rejected the term “dribble on,” saying that hospital centres and trial infrastructure would continue uninterrupted as data is collected and analysed, and that securing next-stage funding was being actively prepared for.

5. Shareholder Notes – EGM (Bookbuild Credibility, Market Conditions, and Future Engagement)

🔹 Cavendish’s Role and Failed Bookbuild

Jeff Nash from Cavendish introduced himself, explaining that he has over 25 years of experience in small-cap broking and had worked with Richard Marsden and Synairgen for 12 years.

He concluded that, having exhausted the institutional route, the team had no choice but to fall back on an open offer to existing shareholders.

This explanation prompted serious pushback from retail shareholders.

🔹 Accusations of Misleading Bookbuild Communications

A shareholder challenged the portrayal of the "bookbuild" process — accusing the company of creating the false impression that there was meaningful institutional interest to support the placing. This perception, they said, encouraged retail shareholders to vote for Resolution 1 and participate in the open offer, believing the placing would succeed and the company would remain listed.

Part 2:

• The company’s lawyer responded that the minimum fundraising condition (MFC) had been included to prevent shareholders from putting more money into a company that might still end up delisting.

• Several shareholders pushed back, saying this proved their point: that being delisted is worse for minorities, and denying pre-emption made things worse, not better.

• One added that this only underscored the need for shareholder agreements or firm protections to prevent future abuse.

🔹 A History of Ignored Pre-emption Requests

A major shareholder then made a pointed remark about a previous funding round, saying they had specifically requested to exercise pre-emption rights at the time and were ignored. This was a key example of why shareholders now lacked trust — especially as the Board was again asking for support and patience.

🔹 Brief Note on Clinical Trial Progress

As the mood lightened briefly, a new shareholder asked how the trial approval process was going with regulators. Mark Parry-Billings responded that the process was well underway across multiple territories and that clinical sites were enthusiastic about taking part. He emphasised the team’s active work on contracting, regulatory harmonisation, and timelines.

Part 2:

( DirectorShareholdings, Protections, Dilution & Trust)

The next section of the meeting picked up on the broader theme of broken trust and lack of protection for minority shareholders in the new private company setup.

🔹 Directors' Shareholdings and Voting

One shareholder asked whether the 6 million shares held by the directors were included in the 19 million shares that voted for Resolution 1. Richard Marsden confirmed that they were.

The shareholder then challenged the integrity of that vote, pointing out that directors have been drawing substantial salaries for several years — and questioned why they would vote themselves out of the company unless they had been offered separate protections or preferential arrangements.

They asked whether any directors — including former Chair Stephen Shaw — had separate agreements for their shares. CFO Joseph Colliver and others responded categorically denying that any such deals existed. It was confirmed that there are no side arrangements or separate transactionsbetween the company and any directors.

However, shareholders pointed out that once the company is delisted and shares are off CREST, any such private transactions could occur out of sight, with no transparencyfor other shareholders.

The question was pressed again: “Are we really being treated pari passu with directors?” The company reiterated that, from its perspective, all shareholders are being treated equally.

🔹 Fear of Future Abuse: Dilution, Removal of Pre-emption Rights, and Asset Sales

Attention then turned to what might happen after delisting:

• A shareholder asked what protection there would be if TFG replaced the entire board, conducted a deeply dilutive rights issue, and waived pre-emption rightsusing their 75% majority — effectively taking more control or buying the company’s assets at a suppressed value.

• Martin Murphy acknowledged the scenario but tried to play down the likelihood, saying it was improbable and inconsistent with how professional investors operate.

• The shareholder responded: “They’ve just done it.”

There was clear concern that the structure used in December–January could be repeated, and that future rights issues could again be non-preemptive, with minority shareholders excluded or diluted.

Mark Parry-Billings and others stressed that such decisions would still need to go through the independent board — but shareholders pointed out that independent directors had already allowed a highly prejudicial placing, so that protection had little credibility.

🔹 Open Offer Limitations and Pre-emption

The discussion moved to the open offer structure in the placing:

• A shareholder asked why the open offer was capped, and why shareholders weren’t simply allowed to maintain their pre-emption rights.

• The company’s lawyer responded that the minimum fundraising condition (MFC) had been included to prevent shareholders from putting more money into a company that

Part 2:

A second shareholder raised three key points:

1. TFG’s Insider Status – They asked whether TFG was still considered an insider under the 20 December Circular. The company’s lawyer stated that all relevant information had now been disclosed to the market, so TFG was no longer classed as an insider. The matter was unresolved and will be followed up offline.

2. Drag Along & ROFR Rights – Shareholders challenged the post-vote inclusion of Drag Along and Right of First Refusal rights in the Articles, arguing these contradicted the December Circular’s commitment that shares would remain “freely transferable” after delisting. The Board said these rights were standard in private companies and were negotiated later to support future fundraising. However, shareholders pointed out there was no justification for changing these rights after the Circular, and that valuable rights were given to TFG without receiving anything in return. One shareholder made clear that had they known these changes were coming, they and others would not have voted in favour of Resolution 1 in January. The discussion was left unresolved and will be continued offline.

3. Squeeze-Out Rights & Creeping Control – A shareholder asked whether TFG could quietly accumulate shares (e.g. via ROFR) to reach 90% and trigger a squeeze-out. The company’s lawyer confirmed that a squeeze-out under the Companies Act only applies if a formal offer is made and accepted by 90% of the offereeshares — so simply reaching 90% by creeping would nottrigger this mechanism. Nonetheless, concerns were raised that minorities remain exposed to creeping control without a formal exit route.

 

They explained that the vast majority of these shareholders had invested well before the Phase 3 failure, with many holding the shares for over five years — some for 20 years. A large proportion had invested through SIPPs (pensions), and now many had lost their tax benefits, had their portfolios decimated, and in some cases, lost their homes, health, or relationships.

They concluded by saying that 48% of their group had subscribed to the open offer in good faith, and that 56% were now experiencing significant financial hardship. The suffering and devastation among loyal investors was real, and they implored the Board to recognise this and ensure that shareholder rights — especially for minorities — are properly protected going forward.

This was met with a round of applause from shareholders.

 

The Board then went to the Takeover Panel with their broker Cavendish and told a story that the company had no hope and that only TFG could rescue it. They managed to obtain a Rule 9 Waiver, which the shareholder described as a Trojan horse — making it sound like a vote on a mandatory offer, when in reality it was a vote to hand over control at 2p.

The shareholder criticised the timing: issuing an 88-page circular right before Christmas, knowing full well that 99% of the shareholder base were retail investors who wouldn't have time or resources to understand the implications over the holidays. They called it “brutal,” saying it devastated families and pension holders — many of whom had held shares for years.

They then challenged the Board over misleading shareholders. The circular positioned Resolution 1 as relating to the Rule 9 Waiver — but it was effectively approval for a placing that handed control to TFG at 2p. They said this was buried deep in the document and impossible for a retail investor to reasonably understand.

They also questioned the so-called “bookbuild” — a process the company claimed had taken place to attract new investors. The shareholder argued that it was disingenuous, since institutions had abandoned the register when TFG first took a blocking stake. Directors' own participation in the open offer was described as tokenistic: one had subscribed £20k from a £310k salary, another £5k from a £210k salary — “not a show of support,” the shareholder said, “but a box-ticking exercise.”

Several times, Mark Parry-Billings attempted to interrupt, suggesting the speaker had made many points and should perhaps take a break. The shareholder declined, saying they intended to speak clearly and publicly on the record, and that answers could come later.

Returning to the issue of the cash position, the shareholder asked Joseph Colliver to confirm how much cash the company had on 20 December 2024, and why it wasn’t disclosed in the circular. Colliver admitted it was around £6 million but claimed that publishing interim results was sufficient, and they didn’t need to repeat it in the circular. The shareholder strongly disagreed, saying this omission made it appear that the funding was urgent when in fact the company had adequate runway — enough to avoid an emergency placing at a punitive price.

The shareholder then explained that this didn’t look like a regular fundraise — it looked like a corporate raid long in the making. A strategic move by a hedge fund, with the Board’s cooperation, to quietly take the company from its long-standing shareholders.

They went on to share statistics from a shareholder group they had helped organise, made up of verified, vetted holders. That group consisted of 100 shareholders holding 18 million shares, and was affiliated with other groups representing an estimated 40 million shares in total — around 144 shareholders.

They explained that the vast majority of

This post will be spread over several pages due to text limitations.

2. Shareholder Notes – EGM (Context and Lack of Trust)

 

A shareholder stood up and said they were speaking on behalf of themselves and 19 other shareholders who had written to the Board the day before, and were awaiting a response.

Firstly they said for the lawyers in the room, The shareholder made it clear they were speaking honestly, to the best of their knowledge and belief, based on the evidence they had personally gathered.

They began by expressing how alarmed they were at everything that had happened. They explained that this issue was now all about trust — and that the Board was asking shareholders to trust them again, after years of repeated letdowns. The shareholder made it clear they were speaking honestly, based on the evidence they had personally gathered.

They then gave a recap of the last few years — starting with the devastating Phase 3 failure. Not long after that, they pointed out, TFG took a blocking stake above 25%, which was initially misinterpreted by retail shareholders as a sign of a possible takeover. But in hindsight, it was clearly a move to block rather than acquire. TFG later increased its stake to 28% to secure that position.

The shareholder said this was very odd behaviour for a hedge fund — that usually hedge funds don’t sit quietly for years paying senior executives high salaries (£310k for the CEO and £210k for the CFO) while doing very little. Instead, they usually move fast, install their own people, cut costs, and drive results. But in this case, TFG had done the opposite — they just waited.

Meanwhile, communication with shareholders was poor. The company had removed its communications manager in 2023, despite shareholder complaints at past AGMs. The share price kept falling and was not supported — until it eventually dropped to around 4p.

Then, the shareholder explained, it likely became apparent to TFG that they could take the company. By issuing 900 million shares at a discount — 2p instead of 3.5p — they could get to just under 90% and effectively take control.

SlamDunk1

I’ve requested a copy of the slides the Company presented at the GM (28th March) or for them to be made available on the Company website.

It would provide useful information for those investors who were unable to attend and to recap points accurately for those who did.

Further clarification following General Meeting 28th March:

It’s been pointed out to me there’s been a change to the Asset Match trading timeframe facility since the General Meeting.

SNG came under scrutiny regarding the 11th March RNS (minimum 12month)not being sufficient as the facility could end prior to the IA results (mid 2026).

After attendee scrutiny and concern they’ve had a rethink for Asset Match timeframe since the General Meeting.

There is a cost for the facility, Colliver thought around £5k, however they shouldn’t baulk as they’ll be reducing annual costs by around £650k post de-listing.

From 11th March RNS:

To facilitate future Shareholder transactions in the Ordinary Shares, conditional upon the Cancellation Resolution being passed, Asset Match Limited has been appointed to provide a Secondary Market Trading Facility, which will operate for a minimum of twelve months after cancellation. Asset Match, a firm authorised and regulated by the FCA (FRN 579310), will operate an electronic off-market dealing facility in the Ordinary Shares. This facility will allow existing shareholders of the Company and new investors to trade the Ordinary Shares by matching buyers and sellers through periodic auctions.

From 28th March GM Results RNS

The Company has therefore appointed Asset Match to facilitate trading in the Ordinary Shares following Cancellation. Asset Match, a firm authorised and regulated by the Financial Conduct Authority (FRN 579310), will operate an electronic off-market dealing facility for the Ordinary Shares. This facility will operate for a minimum of 2 years from Cancellation and allow existing Shareholders and new investors to trade Ordinary Shares by matching buyers and sellers through periodic auctions.