Member Info for jint

I’ve still to run through the detail and collate the Q&A session may take a couple more days.

EGM 28th March 2025

BoD top table:

RM

Martin Murphy

Joseph Colliver

MPB

Front row seating:

SNG legal representative

Cavendish Capital representative

Simon Holden Company Secretary

MPB opened the meeting outlining the agenda.

Scene setting:

Corporate progress

Recap on Q4 2024

MV Phase2 program update

£18million raise supports Phase2 progress to Interim Analysis

Protection for investors post raise and de-listing is Chapter 3 part28 Companies Act 2006, take over code in place for 2years post de-listing.

2 x NED’s independent of TFG (although Martin Murphy was sought by TFG he assured us he is at arms length and is and will remain totally independent from them).

2 x NED’s (fully independent) additionally be sought and in progress, 1 potential candidate identified.

Trading of shares post de-listing:

Synairgen have arranged a facility via Asset Match that will support periodic trading.

This facility is currently for an initial 12months.

To be reviewed for further extension.

The 1million share threshold will allow TFG 5days to match the offer.

It was stated by Martin Murphy that for non listed companies two standard conditions of private financing are:

ROFR (right of first refusal).

Drag along.

Trial update:

Unmet need

Primary endpoint mortality

Patient selection enrichment

>50yrs

Immunocompromised

Higher viral load

Enrolment numbers

IA - 224 patients

Final analysis - 450 patients

Trial sites around 50

A number of countries will be involved

IA expected to be completely by mid 2026

Press release announcing 1st person dosed.

IA results and continuation will be announced

along with F2F update.

Envisaged that Chairman will update on Company progress on an annual basis.

Doc Daneeka, yes I attended, pleased I went, some good contributions expressed by concerned investors.

I will endeavour to put some detail together over the next couple of days.

Bobfraeberks, haven’t receive your email response yet, in the meantime sent you another email.

Bob, I did email you contact details following us meeting again at the AGM. Check it out in case you missed it or it ended up in the junk mail, might be of interest to you given the circumstances now.

Added to which it was fairly obvious £18m was unlikely to be adequate for the complete trial.

DocD

These hints in the RNS are light touch in the extreme.

I was fine until RM’s proactive interview where he stated:

“Tetragon has committed up to £18m to fund this trial up to the interim analysis. This is the midway point where we can see if the drug is reducing mortality at the 224 point out of the 450 patient time point”.

Bearing in mind RM was using autocue for the purpose of the interview, the message would have been carefully crafted, with RM being ever careful of sentiments expressed.

Then looking at the subtle phrases used by RM in the RNS:

“to advance a large Phase 2 trial”

&

“we now look forward to initiating this important trial in 2025."

Maybe I’ve become over sensitive picking out ‘advance’ and ‘initiating’ Having spent the last few years looking for positives in any news from SNG/RM et al.

Needless to say, I now find myself looking at negatives too.

So yes the hint of more funding required had been included and craftily hidden in the RNS.

Dippfs excellent note taking, I guessed you’d post here too👍

DocD Fund raise for ‘up to the IA’ was in the RNS but craftily only hinted at, RM also said as much in his recent Proactive interview. Check it out.

Agree it does add up to a disingenuous move on SGN’s part!

As stated on my EGM roundup and day or so ago, the surprising and most disturbing point is RM’s naivety during the after-chat when he admitted to me and others that they’d only expected PI’s to contribute £500k towards the OO and were surprised it reached the £2.3m level. £600k short!!!

It goes someway to suggest this had been discussed in great detail and maybe blockers put in place for their desired outcome. Hence the OO scale back for some applications.

Credibility blown!!!

There are other attendees who’ll add far more detail to the proceedings, hopefully they’ll post here.

Thanks all, shame the message was so downbeat.

For me just a case of hanging in there and salvaging something from this disappointment.

Yes Doc, hope we can all maintain our links.

Continued:

At this point I felt the anger welling up, I stated “it’s little wonder you’ve failed in the Open Offer, you’ve done absolutely bugger all to foster PI relationships with next to no communication over the last 3years”

With that MPB said he couldn’t comment what happened prior to the AGM, RM remained silent.

I then stated can we have a commitment from the Company that they will keep us updated with:

5-10 safety and tolerability test, First person dosed.

First person dosed on MV trial

100th person dosed

200th person dosed

We didn’t get a clear answer with MPB saying, at this moment it is not the time to confirm these points or requests.

There were more questions fired off by many in attendance with Graham giving it to RM again on his value to the company.

Post Hoc analysis of Sprinter pointed to the

Elderly and Immunocompromised.

Candidates will be screened for high viral load.

Protocol will enrich selection criteria.

Looking for patients whose immune system is not coping with a virus.

Comment from RM If they had the cash they’d love to do the other trials.

Made me contemplate again, is it just a case, MV is affordable and not necessarily best or first choice?

Second part of Phase2 trial post IA will have a comparable cost to the first.

They stated the IA will be an interesting time to engage with others (BP) to fund 2nd part.

Trials sites are positive for the trial.

US, U.K. and Europe up to 50 sites.

Unless I’d asked about Australia I believe they would have conveniently forgotten about the Southern Hemisphere topic.

Australia and New Zealand being small are not cost effective to do even though their Health System is compatible with the US and Europe.

Other areas in the Southern Hemisphere are fraught with legal complications for unconscious patients so it’s no go there either.

Someone asked about balancing the differing viruses against differing mortality rates and time to mortality and placebo.

RM stated they had this covered with plans for maximum limits placed on individual viruses.

It was asked if the private company would still have AGM’s.

They said it would be unusual unless written in the company articles. Methinks that’s a no then.

Another investor asked could they have quarterly updates via think she said Zoom meetings with as she said this worked well with another private company she’s involved in, the company does it well and keeps everyone on board even if there’s no news.

The surprising takeaway is during the after chat RM stated they only expected £500m forthcoming from PI’s in the OO and not the £2.3m.

If that was there thought process all along the OO was doomed from the start and as one investor stated the vote on Resolution 1 (waiver) skewed.

Lastly there maybe others who will fill in any gaps missed. Overall it was an extremely disappointing meeting with the company now totally subservient to TFG’s interests.

Continued:

New appointments will bring New Skills, New Ideas.

Dr M Murphy nominated by TFG although will remain independent from them.

He was introduced by MPB

Dr Murphy rattled through his resume, appeared to be just going through the motions with little interest in us! He added he been working with SNG for the last 6months.

In summary the Reset is to deliver.

MPB

Went through Notices, which were agreed.

Then onto voting procedures, went through the Resolutions, this is where Cavendish Representative and Company lawyer came in.

There was controversy over the vote for the Resolutions (especially Resolution 1 Waiver) and the Open Offer, (investor stated ) the vote was skewed as PI’s had not been informed the the II fund raise had failed and was therefore material to how PI’s would vote on the Waiver. They said they’d left it open as long as possible. Mark’s point was that if the vote went against (waiver) TFG it might have brought back round the negotiating table with PI’s interests in mind.

This is where the annoying Simon Holding chipped in with his tuppence worth.

He stated TFG were the only ones to come up with the funds, not true retorted an investor PI’s had too and went on to say again the vote was skewed. Simon Holding replied “but all companies do it” investor retorted “that doesn’t make it right”.

I think Simon Holding then realised what he’d said.

It made me reflect down at SNG HQ , they probably all hold a similar view (BoD) ‘group think’ so to speak. Pompous at best, hence my estimation of that crowd running SNG has plummeted.

First impression not the usual meet and greet prior to meeting.

Top table

RM CEO

MPB Chairman

RC CFO

Turned out they had Simon Holding company secretary on left hand side end of front row.

Along with a Cavendish representative in addition to the company lawyer sitting on the right hand side front row.

Also (unknown initially) Dr M Murphy

MPB introduced himself plus the usual pleasantries.

Stated that the NED’s stepping down were not in attendance (obviously) but sent their apologies for absence.

Fundraising:

He stated after AGM the company went on an II funding raising roadshow til the 20th December.

This outreach for funding from II’s was not successful.

TFG continued with their material support.

Wanted to keep dilution to a minimum, brought on laughter from attendees!

Unfortunately minimum condition for funding (£2.9m) was not achieved.

Program:

Phase 2 study now known as INVENT rather than SG021.

Definitive study - large in enrolment numbers -strong primary endpoints.Leading to a truly meaningful trial.

BoD (same old story) been very busy in all areas for trial preparation including Regulatory requirements.

There’s been a Board reset in terms of dimension - smaller Board.

Outgoing NED’s contributed and were huge assets.

Not saying a complete goodbye and in the case of SSH his expertise and experience will be available when necessary.

If you haven’t obtained an authorised attendance letter from your broker you won’t be allowed in.

Bob, Thought you could request an attendance card regardless of you having already cast your vote. I suggest the attendance card would state you’d voted therefore you wouldn’t receive the Resolution voting card at the door.

Not sure about changing vote status.

Bob, as you’ve already cast your Resolution votes does that mean we won’t have the pleasure of your company at the EGM?

IMPORTANT!

Be aware that regardless of whether you wish to take part in the Open Offer there is a set of corporate action votes that require actioning.

One of these Resolution votes is the waiver of Rule 9.

If you do not vote it risks the Resolution NOT being passed, and the whole of the fundraiser failing. Subsequently no trial will follow.

Remember TFG will not be participating in this vote Resolution of the Waiver of Rule 9!!!

The worst possible outcome would be failure to pass the waiver as that would force TFG into making an offer if they wanted to continue, investors could be faced with accepting a ridiculously low offer or the being company liquidated at some point unless something else came up.

Whether you participate in the Open Offer or not it’s vitally important you at least vote on the Waiver 9 Resolution.

Doc.Daneeka, I can assure you RM was not the first to mention the 6-8week timeframe. Persistent questioning regarding “how long is imminent” was the reason SS stated the timeframe (6-8weeks) as being a reasonable. RM may have mentioned that timeframe later in the proceedings. My recall, RM often referred to the EGM as the reference point during the discussion.

Just to be clear, when RM stated “it’s alright for a departing Chairman to say 6-8 weeks” it was in a jovial manner during the after-chat.

Probably RM’s original “imminently” was preferable to him however persistent questioning brought on the 6-8 weeks timeframe from SS.

Doc.Daneeka,

Personally and I expect for many others, SNG’s second bite of the cherry, the company EGM concession is important even if unusual.

The ability for knowledgeable attendees to question and drill down on the finer trial details beyond that contained within the RNS will be appreciated by fellow attendees including myself.

So many questions were left unanswered at the last AGM, I’m not so sure all will be fully addressed in the expected RNS, besides shareholders deserve this opportunity after nearly 3years of waiting and watching plans come and go with little communication.