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tp - the sudden appropriation of universal by synairgen was to support their **** and bull narrative of further incoming data supporting a second funding push in 2025 if they didn't close a deal this year... hence buying them more time to satisfy the going concern issue.

You, Tommy and Gunto are either shills, company insiders, or deluded to the extent of needing to be sectioned.

The backstop is the audit next year. If this present situation carries on there will be a Going Concern qualification which then automatically triggers action from the BoD - to sell up. At best, they've got just over 10 months plus however long it takes to consummate a sale, before the halcyon days of the Gravy Train finish.

1) Share Price down 98%.

2) Share Price of Thru'pence

Doc83 - the usual non-dilutive and non-debt funding options with third parties include things like advance customer payments, licensing, franchising rights, co-development investment, marketing contributions, trials...

The reason Fruits declines to elaborate is that these options highlight Marsden's abject failure in landing any of them, despite employing a Chief Commercial Officer for 4 years.

#nobodywantstoworkwithmarsden

Similarly, Tommy will never be drawn on valuation because he knows it incriminates Marsden.

Amanda Radford is the one to watch, she's got the worst job. She's now got the NED role on the CV, tick , and the £45k pa fees aren't enough (even though they're not bad for a p/t role) to keep anyone wanting that pressure.

Factually true Dippfs, but the subject of GC will be on every Board meeting agenda and these folk are not entrepreneurs, they detest risk. They've just had a torrid time running it to the wire for the 2023 Annual Report, the AGM is still delayed and their CEO is still making no progress (definition of insanity). It only takes one of them to crack at that table and the muttering becomes a clarion call... save our skins! The e-mail will go out to the Investment Bank before 2024 ends, that's my guess (and hope).

...could be much less when the BoD panics as it realises that half-year results still have to be drawn up on a Going Concern basis, audit or no audit.

DocDan - "All that matters now is how much value a 3rd party attaches to the IP"

Absolutely right DocDan.

However, whilst I appreciate your helpful and logical analyses of the various clinical limitations/expectations, don’t under-estimate the remaining potential and corresponding value.

This asset is a Ferrari with a chimpanzee in the driving seat, unable to put the key in the ignition. Whilst a sweet little chimp, dressed in his beautifully crocheted jumper with RM in large letters, Holgate et al were happy to wave at him through the window. But having had two driving instructors bail, AZ in 2016 and, it would seem, J&J latterly, we’re now left with a car in a situation where nobody wants it… a gnarled old chimp still inside, biting anyone who tries to open the door.

Convince the onlookers to stop passing bananas through the window and to break the familial ties, then the chimp gets out, and 20 years on you now have a classic Ferrari no less, with everybody drooling over it. Alternatively, but to the same end, the onlookers simply run out of bananas.

TFG put the capital-raise blocker in immediately after Sprinter failed. They would have known they can’t do anything about the familial ties and probably had to let this play out until RM burnt through the remaining cash (and sure, TFG would have been just as happy to take the upside if RM had been capable of delivering one without a massive slush fund, but he hasn’t).

The pharma industry has a social contract that enables it to make abnormal profits so long as it doesn’t kill people. And that consideration extends to M&A in the sector whereby transactions are largely peaceful and not hostile, so that everyone knows the whole IP, know-how and necessary data will all safely transfer with smiles all-round. So, the Synairgen board can easily fend off approaches by being, er, not approachable. RM’s haughty behaviour with shareholders is a more than ample demonstration of just that.

I’m astounded that a transaction hasn’t been bubbling in the background, but it’s now becoming clear to me that RM & Co. simply want to cling to control. And BP, like TFG, knows it just has to bide its time. They haven’t been coming forward with advance conditional orders, franchising rights purchases, anything like that. Nobody wants to sit in the car with the chimp, it’s as simple as that it would seem. But it’s still a Ferrari. Worth £500m plus once it’s been valeted. And has to be sold by early 2025 I reckon.

The company will not get through another audit in the present financial situation, they managed to concoct a narrative this time around that passed the Going Concern test, but they will have to be in a sale process before BDO rock up to their office in the New Year.

Surprise me Dickie and show me my opinion here is rubbish and you’ve done a deal with Sanofi. I’d be delighted to be proved a fool.

Just 100 or so more sleeps LTHs! Could be m

Gampy - the rules for listed company AGM's are:

1) Within 6 months of accounting period end, and

2) No more than 15 months between AGM's.

Doc83 - yes, but the point is that it's hard to see them risking a second transgression, I imagine the LSE compliance unit is watching. A public company avoiding accountability and risking a potential de-listing is not a good look for the likes of Simon Shaw sitting on the board of Savills, Joseph Colliver member of the ICAEW in his first AIM role, ditto Amanda Radford who is also trying to make a career in the NED space etc etc.

They have to hold an AGM by 30th September (so notification by the 9th) to comply with the 15 month rule. Since publication of the AR was taken to the wire, they must have thought that a deal closure was imminent, so I'm surprised that it still drags on. Mind you, if the directors are seeking to feather their own nests first and foremost, then such a joint enterprise might be a blocker if BP are reluctant to accommodate passengers.

I know many on here favoured independence to garner the long-term potential, but I don't think this management team were ever capable of realising that potential. They should have let go, the business could have been sold to BP anytime in the last two years and we'd have all got our money back plus. Marsden's stranglehold is some discount factor.

I had hoped that Going Concern might derail the gravy train, unseat the directors and get the engine auctioned off to the highest bidder.

Apparently not. Somehow the directors have convinced BDO that they have a financing plan, and if that initially fails then they will continue to produce data to strengthen the funding case for another attempt, all of this activity nicely seeing them through to the end of 2025. (And note how they seem to be appropriating Universal like never before as proof of this further data source – I seem to recall Marsden talking about how it was very much Tom Wilkinson’s project, Synairgen cast as a mere contributor… hmm.)

Well, BDO have swallowed it. Or have they? Synairgen plc is a dead rubber, a combination of TFG’s equity-raise blocker and the dire state of the market cap making conventional debt an unlikely source. The only financing route left is a trade investor, licensing deal, JV type etc. Now, surely BDO would have wanted to see evidence of that option having been already explored and looking favourable. And maybe that is going on and it’s why the directors dragged the AR out to the eleventh hour hoping the “financing plan” would have delivered by this time.

I could be clutching at straws here, but one for thing for sure is that through all this Marsden has now engineered another 12 months to go and hide away at £30k per month… or has he? TFG won’t wear this indefinitely, and I suspect Simon Shaw is starting to get concerned about his own personal reputation in all this. We need a happy ending to this fraught play – BP to come in and acquire, NOW please.

All IMHO. But not as humble as the directors should be feeling with their paper-thin Going Concern scenario.

DocDan:

"...then it will confirm that the company and its leaders do not deserve to be the custodians of what still might be a very important drug."

Here here.

There isn't a cash problem per se, they've probably got three years' worth to keep the lights on, the cash issue is potentially around the trials funding, which brings us on to the quality of information we are likely to receive this week:

https://www.legislation.gov.uk/ukpga/2006/46/section/414C

The company clearly doesn't want to share any information whatsoever (and is wiling to break the law on AGM compliance to delay scrutiny) so it will be interesting to see whether they attempt to circumvent the legislation around the Strategic Review section of the AR. There may have been some heated discussions going on with BDO!

Thanks for reporting back MrCosts.

I have sent two letters to the Chair via the website in the past three months. I have not even had any acknowledgement, never mind a response. Incompetence is one thing, but this is just deliberate rude arrogance and ignorance. Marsden seems happy to set the tone of haughty behaviour, which has probably cost us in relationships with BP. Sure, they'll look past an individual and at the science and the commercial prize, but Marsden's attitude doesn't help, particularly if he is looking to be accommodated personally in any deal - who'd want that?

I agree with Fruits that there is transaction afoot (we probably don't agree on context but that doesn't matter - for a penny share these past two years a transaction is still good news whatever the background). Otherwise it does not make sense for the BoD to delay the Annual Report and the AGM to the last minute simply to defer the delivery of a vacuous report and temporarily avoid the brickbats. There would have had to be a valid reason put to a Board meeting and voted upon, this is a serious governance issue.

Cont'd...

Wouldn’t be surprised if there are advisors in right now trying to do a white knight deal with BP. The good news is that there is actually plenty of cash to keep the lights on for the foreseeable future (but just not enough for trials as well) so this needn’t be a fire sale. A sale should achieve a reasonable price if the advisors can get an auction going.

Would be interested if we have any corporate lawyers on this board; Synairgen are in a highly unusual situation and my logic here is just an extrapolation of my basic understanding of company law. My hypothesis may be entirely wide of the mark.

GLALTH’s!

So, the eleventh-hour Annual Report fiasco suggests at least a couple of hypotheses:

1) They are still wanting to suppress any provision of information for as long as they can. We can only ponder why, but there was certainly something strange about the withdrawal of Helen Tree’s tweet in April, which might support this possibility.

2) There really is a Going Concern problem with the current business plan – the auditors are not satisfied that the company has sufficient resources to both execute the trials, with the attendant potential for failure, and continue in business. Under this scenario, then it would mean that no funding partner commitment had been secured.

If it is 1) then I’m just mystified, but I do have an opinion, fwiw, if it’s the Going Concern possibility…

Without securing a funding partner commitment in the next nine working days, then the company would have to announce a change in business plan, dropping the trials, to demonstrably conserve enough cash to satisfy the GC qualification.

Where this then gets interesting is the effect of making a statement dropping the trials. Because the company is still pre-revenue, then the directors cannot just dawdle on depleting the remaining cash. The BoD would need to announce another plan to maximise returns to shareholders in the situation that the company now finds itself – a non-trading entity without any means to change that. Logically, this possibly leads to a straightforward sale of the business. They have had two-and-a-half years to concoct a way forward that also retains control and they have failed to deliver that, so what else?

But what happens if instead of precipitating a sale plan they just do nothing over the next few days i.e. breach the 6-month LSE deadline. Well, that would probably see the share suspended and, I imagine, BDO would resign as auditor. Chaos would ensue, and none of the directors would want the associated personal risk, not least the head of the Audit Committee Amanda Radford, who wouldn’t want this calamity on her CV. Simon Shaw surely won’t let a side hustle governance fiasco threaten the £2m pa that he extracts from Savills.

Therefore, I do think (hope) that we’re getting to auction time. TFG knew this could come if they bided their time. As you recall, they removed the BoD’s mandate to raise capital at the 2022 AGM, haven’t offered a funding line themselves (as far as we know), and after the Sprinter failure they speedily got past the 25% threshold to exert negative control and the potential to block anybody else bringing in capital. This is where the BoD’s neglect of the SP has now come back to bite them – they probably can’t even raise debt finance when it’s secured against a company whose market capitalisation is less than its cash balance.

Cont'd.

TommyDeluded - when did I say it should be sold for £50m?

Er, that's right, never.

I'd hoped that DocDan had seen you and Fruits off but that Stockholm Syndrome thing with Marsden is resilient eh? Hope he lets you out of his lock-up in Eastleigh soon.