Sareum Holdings (LSE:SAR) — Annual General Meeting

0:00 Good morning, and welcome to the SAREUM HOLDINGS PLC Annual General Meeting. Throughout this recorded meeting, attendees will be in listen only mode. I'd now like to hand you over to Doctor. Stephen Parker, Executive Chairman. Good morning, to you, sir. Good morning, ladies and gentlemen, and welcome to the Annual General Meeting of SAREUM HOLDINGS PLC. I'm Stephen Parker, Executive Chairman of the Board. A quorum, being two members, is present, and therefore, we may now proceed with the business of the meeting. Before going further, I would like to thank Canaccord Genuity Limited for their kindness in allowing us to use their facilities while the usual venue in Gresham Street is being refurbished. In common with recent Annual General Meetings, we have also opened a link through Investor Meet company site in addition to the conventional meeting. I'm particularly grateful to those of you who have come in chosen to attend in person.

0:49 We will deal with the formal business of the meeting first and then take questions from the floor in the usual manner of our annual general meetings. Following these questions, we will try to cover some or all of the questions posed via the IMC site in the time remaining for the meeting. As is our usual custom, answers to those questions posted on the IMC site will be published on the website in the days following the meeting. We have a lot to get through today, I would be grateful if you would follow this procedure and keep questions until after the stages. I'd now like to introduce the Board. Going to my far left, Clive Birch, who is the Senior Independent Director Doctor. John Reeder, Founder and Chief Scientific Officer Doctor. Tim Mitchell, Founder and Chief Operating Officer and Doctor. Mike Owen, Independent Non Executive Director.

1:41 The notice of Annual General Meeting was posted to shareholders on the November 27. Accordingly, the requisite notice of the Annual General Meeting has been given. I propose, therefore, that with your consent, the notice of the AGM should be taken as read. Thank you. Before proceeding with the formal business of the meeting, I will now read you to a statement which was issued to the market this morning. I will take that as read as well. Before we turn to the resolutions, I would like to say a few words about the procedure and remind you that only physical attendees are able to vote today. I will propose each resolution in term, having briefly summarized its content. I will then read the results of the votes received through the proxies.

2:28 Directors will not answer questions relating to the individual rights of shareholders. Any shareholder who wishes to raise such a question should communicate with me or mister Birch by email following the meeting. I shall move on to the formal business of the meeting. I will now recite the resolutions. The full text of each of the resolutions is set out in the notice of annual general meeting, a copy of which was posted to shareholders or the nominee holders and is on the company's website and is also going to be shown on the screen. Resolutions one to nine I'm sorry. One to seven, I beg your pardon, that proposes ordinary resolutions, each requiring a simple majority of votes cast to to be in favor in order to be passed. Resolutions eight and those are special resolutions requiring a majority of 75% of the votes cast to be in favor in order to be passed.

3:20 Each resolution received a total of 11,768,700 votes, which represents 9.4% of the total shares outstanding. Resolution one. I proposed resolution one in the notice of annual general meeting as an ordinary resolution to receive and adopt reports of directors and financial statements for the financial year ending 06/30/2024. Proxy votes have been received as follows. In favor, 9,661,645. Discretion, which I have learnt since learned all of these discretion numbers have in fact been voted in favor. So you should add this to the in favor number, 2,032,250, against 74,805, and with withheld 163,189.

4:18 I'll now put the resolution to the meeting on a show of hands. For all those in favor, please raise your hands. Thank you. All those against? Thank you. Say the resolution has been carried. Resolution two. A proposed resolution two in the notice of the Annual General Meeting as an ordinary resolution to receive and adopt Remuneration Committee report for the year ended 06/30/2024. In favor, proxy votes, I should say, have been received as follows. In favor, 9,545,921 plus discretion of 2,032,250 Against 174,011, withheld 179,707.

5:10 I will now put the resolution to the meeting on show of hands. Will all those in favor please raise their hands? Thank you. All those against, please raise your hands. I thank you. Resolution has been carried by the necessary majority. Resolution three in the notice of annual general meeting is for the reelection of mister Clive Birch, who retires by rotation of section 93 of the articles association and who, being eligible, offers himself reelection as a director. Proxy vote has been received as follows. In favor, 8,189,129 plus 2,032,250. The case, eight hundred and ninety three thousand four hundred and thirty nine have withheld 817,071.

6:00 I will now put the resolution to the meeting on a show of hands. To all those in favor, please raise your hands. Thank you. All those gates, please raise your hands. Thank you. The resolution has been carried by the necessary majority. Resolution four of the notice of any adjourned meeting is for the reelection of doctor Michael Owen, who retires by rotation on section three of the articles of association and who, being eligible, offers himself reelection as a director. Proxy votes have been received as follows. In favor, 8,189,229 plus 2,032,250 Against, 893,339.

6:47 Withheld, 817,071. I will now put the resolution to the meeting on a show of hands. For all those in favor, please raise your hands. Thank you. All those against, please raise your hands. Thank you. The resolution is carried by the necessary majority. Resolution five of the notice of annual general meeting is to reappoint Shipley's LLP as auditor of the company to hold office from the conclusion of this annual general meeting until the conclusion of the next general meeting at which financial statements are laid before the company. Proxy votes have been received as follows. In favor, 9,521,184 plus 2,032,250 against 154,926 and withheld 223,529.

7:44 I will now put the resolution to the meeting on a show of hands. Will all those in favor, please raise your hands. Thank you. All those against, please raise your hands. Thank you. And therefore, the resolution is carried by the necessary majority. Resolution six in the notice sign of a general meeting is to authorize the audit committee to determine the remuneration of the auditors of the company for the ensuing year. Proxy vote has been received as follows. In favor, 9,601,809 plus 2,032,250 against 84,641 withheld 213,189.

8:32 I will now put the resolution to the meeting on a show of hands. All those in favor, please raise your hands. Thank you. And with all those at Gates, please raise your hands. Thank you. The resolution is carried by the necessary majority. Resolution seven. I propose resolution seven in the notice of annual general meeting as an ordinary resolution to generally and unconditionally authorize the directors pursuant to and in accordance with section 551 of the company's act 2,006 to exercise all the powers of the company to allot shares or grant rights to subscribe for or to convert any security into shares in the company. A, up to an aggregate amount, nominal amounts of GBP 1,559,329 and b, comprising equity securities as defined in Section 560.1 of the 2006 Act up to a further aggregate nominal amount of £1,559,329 in connection with an offer by rate by way of the rights issue.

9:43 Such authorities to apply and substitute for all previous authorities pursuant to fight section 551 of 2006 act and to expire at the end of the next Annual General Meeting or, if earlier, at the close of business fifteen months after the passing of this resolution. But in each case, so that the company may make offers and enter into agreements during the relevant period, which would or might require shares to be allotted or rights to subscribe for any for or to convert any security into shares to be granted after the authority ends. The purpose of this resolution rights issue means an offer to, a, ordinary shareholders in proportion as nearly as may be practical to their existing holdings and, b, holders of other equity securities if this is required by the rights of those securities or if the directors consider it necessary as permitted by the rights of those securities.

10:39 We subscribe further securities by means of a renounceable letter or other negotiable document, which may be traded for a period before payment of securities is due, but subject in both cases to such exclusions or other arrangements as directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, or legal, regulatory, or practical problems in or under the laws of any territory. Proxy votes have been received as follows. In favor, 9,284,238 plus 2,032,250 against 451,872, we withheld 163,529.

11:29 I will now put the resolution to the meeting on a show of hands. Will all those in favor, please raise your hands. Thank you. Will all those against, please raise your hands. Thank you. I declare that the resolution is carried by the necessary majority. Given the passing of resolution seven, I propose resolution eight in the notice of annual general meeting as a special resolution that in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date of passing this resolution, the board of directors be and they are generally empowered to pursue sections five hundred and seventy and five hundred and seventy three of the 2006 Act to allot equity securities within the meaning of Section five sixty of the Act, including the grant of rights to subscribe for or to convert any securities into ordinary shares of GBP 0.0125 each in the capital of the company for cash either pursuant to the authority conferred on it by Resolution seven or by way of a sale of treasury shares within the meaning of Section 560.3 of the Act, as if Section five sixty one of the Act did not apply to any such allotment or sale, provided that this power shall be limited to: a, the allotment of equity securities or sale of treasury shares for cash in connection with the rights issue, open offer or other preemptive offer in favor of the holders of ordinary shares on the register

13:01 of members on the date fixed by the Board, where the equity securities respectively attributable to the interests of all such holders of ordinary shares are proportionate, as nearly as maybe practical, to the respective numbers of ordinary shares held by them on that date. Subject to such exclusions or other arrangements in connection with the rights issue open offer or other preemptive offer as the board deems necessary or expedient to deal with shares held in treasury, fractional entitlements to equity securities, and to deal with any legal or practical problems or issues arising in any overseas territory or under the requirements of any regulatory body or stock exchange or to deal with any other matter whatsoever and b, the allotment of equity securities or sale of treasury shares otherwise pursuant to subparagraph a of this resolution up to the aggregate nominal amount of £1,559,329.

13:58 And provided that this power should expire at the conclusion of the annual general meeting of the company to be held on or before the 03/13/2026, say that the company may, before such expiry, make an offer to enter into an agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the board may allot some equity securities and sell treasury shares in pursuing such an offer or agreement as if the authority can provide hereby had not expired. Having read that of Trott, I just realized that the dates the expiry date should be the 03/18/2026, not the thirteenth, I apologize. Proxy votes have been received as follows, in favor 9,267,642, plus 2,032,250 against 442,974 withheld 189,023.

14:58 I will now put the resolution to the meeting on a show of hands. Would all those in favor please raise your hands? Thank you. And all those against, please raise your hands. Thank you. The resolution is carried by the necessary majority. Last but not least, I propose resolution nine of the notice of annual general meeting as a special resolution that a general meeting other than an annual general meeting may be called on not less than fourteen clear days notice. Proxy votes have been received as follows. In favor, 9,639,423, plus 2,032,250 against 84,805, withheld 175,411.

15:51 I will now put the resolution to the meeting on a show of hands. With all those in favor, please raise your hands. Thank you. With all those against, please raise your hands. Thank you. With all that passed, so therefore, I declare the resolution carried by the necessary majority. Ladies and gentlemen, that concludes all of today's formal business. On behalf of the Board, I should like to thank you all for your attendance, And I declare the formal business of the Annual General Meeting closed. In closing, may I thank you for all your ongoing support during this year, which has continued to present challenges to the sector generally despite your company's significant achievement of completing the Phase one study for STC-eighteen oh one. The Board will now be happy to try to answer questions from attendees and if time permits from the IMAX platform.

16:39 Thank you. Sorry. Shall we go to the platform? There's there's some pre submitted ones too much. You want to yeah. Yeah. From here. Okay. Yeah. Do you what you wanna do? So so I read you're about to read it? Yeah. I'll read them out. Okay. Yes. So it's Tim Mitchell here. So first question, pre submitted to the platform. Part of the SAREUM 30 7 milestone payments will be in the form of shares. Do you plan on selling the shares immediately or intend holding them for the foreseeable future?

17:33 Well, I think that for first of all, the shares have not, of course, yet been been submitted. I would remind people that this is a private company in The USA. And as is normal with all private companies, any shares that are issued to us are likely to come with some form of shareholder agreement attached to them in which the sale of the shares, so there is no market to sell the shares onto. So any sale of shares that was contemplated would have to do with agreement of the company and probably the other shareholders and into that closed pool. So it's too early to say at this stage what we'll be able to do quite above what we desire to do.

18:22 Next question then. So once the SDC1801 trial results have been peer reviewed, will the report be posted on the SAREUM website or will shareholders have to wait for formal publication in a journal? Yes. The trial report is not peer reviewed. The trial report is put together by the people who run the trial, the principal investigator and the medical monitors, and myself sign off on that report that was done yesterday, actually. Now we have all of the data and the clinical study report. We will be putting a manuscript together to submit to a peer reviewed journal. And if that's accepted, then that will be published and made available to anyone who can access that journal. And I would imagine that we would pay so that it's freely available to the public, which costs a small amount of money, but I think it's probably worth doing. So it'll be submitted to a journal. If accepted, people will be able to read it. I think the other thing is we'll be out of technical meetings and presenting the data to to the industry at large and to anyone who's interested in seeing that, we'll put those on our website.

19:40 And I'm sure I'm sure we will fly when that does happen to to shareholders either by an IRS or or some other means so that you're aware that there's information out there. Sorry. Just to switch back to the route of this side. Yes. Sorry. Which journal are you targeting? Not exactly decided, but it'd be something like the British Journal of Pharmacology. You do like that. So it's reputable. Are there any insights from the clinical trial report that have not yet been shared market? Because it we always put some insights into sort of favorable, say, product environment, some suggestions on biomarker data as well. Is that something prior to that general publication?

20:26 Or is that something that could be calculated? I think the problem with that is that the journals are very protective of their their own copyrights, and so there's an increasing strong tendency for them to refuse to publish material that has been available elsewhere. So rather than and and and, of course, you know, far as scientists are concerned, and there will be scientists that are judging this program. If it's not in a pub peer reviewed publication, then they give it less weight. So I think there's there's an order of events, so we'll keep to that. Yeah. Likewise for presentations, if if it's been presented before, you have very little chance of presenting again. So important to keep the information intact until we're in a position to present it or publish it.

21:18 Can I ask you a question? So we would make the clinical study report available under a confidentiality agreement. It's a normal way to look. So the data that's in the company presentation on the website and in the presentations we've made to various conferences, one of which is on the company website, that's available for anybody to see, and we present that as a first glance to interested parties as we call them. But if they want to engage further and see all the detail in the clinical study report, then under confidentiality, we have to make that available.

22:14 Okay, carrying on then. So if this next stage goes well, I think this is the preparation for phase two. Would you consider carrying out arrays and completing the phase two on your own? Right. Well, we've the the position we've always held and we still hold is that the stated strategy of the company is to partner our discoveries at at least preclinical or early clinical, and we're not moving from that. But partnering, I always think of it as a three legged stool. So that's the top the the potential partner has to like the molecule and the data. They have to like the IP position, but we also have to like the commercial proposal of the terms.

23:05 And if any of those three legs don't stand, sorry, up there, then the stool doesn't stand. So the position at the moment is that we are working towards seeing if we can successfully partner. If for any reason, and that includes the commercial terms, we decide that the time isn't right, then we then we will contemplate taking the drug forward ourselves. Actually one for me here. So approximately how many people were in the audience for Tim's presentation at Investo twenty twenty four? Did it lead to any direct conversation afterwards? So these events, there's a number of parallel streams and workshops going on, plus there's the the partnering going on in parallel. So it's well, it is attendance in in any presentation could be a bit hit and miss. But there are approximately 20 people in the room, some from investors, some from companies, and and, yes, I had a number of meetings afterwards.

24:19 Yes, so could the Board of SAREUM please elaborate further regarding recent fundraises, namely who are the corporates and institution The answer is no, we can't. Anybody who holds less than 3% of shares in the company is protected by law for all the granted anonymity, if you will. As you've seen this week, we had our first shareholder who has disclosed a position above 3% of the company, 3.04% in shares and then a further percent arising from warrants. And we feel very pleased to share that with the market. That is the right and proper way of going about these things and there will be no further information other than that required by law.

25:17 I think we're too much there. Very good. Yes. So so so thank you for pre submitting those questions. Let's let's just have a quick word about the appointment of the broker yesterday. As you know, we've been with HybridAN for some years now. HybridAN provides us with a a specific service in that they don't have their own secondary trading platform. They don't make markets. And we felt that it was important that we should have access to visibility of those markets and which is something that does do. And so we now we've we've appointed them in a in a position with Hybridan.

26:07 So they hopefully will work together, but certainly they're bringing separate skills and information to us. So that was the reason for going that route. Actually, you want to repeat the question because there might not have been I think I heard it and Yes, absolutely. The question was when are the extended toxicology studies likely to start? So we're just about to appoint the people who will do it. We have proposals and done the design of the experiment, and it should start early in the new year.

27:07 Are there any other questions? Yes, Matt. And so, obviously, we we had good results for eighteen o one, which is which is crazy. Uh-huh. Not much on eighteen o two. Not much on skill platform. Not really talking about not really hearing much about what is in the future. But really what's ahead. SAREUM would've anticipated a little bit more excitement potentially about the pipeline, but perhaps an exploitation of some of the assets that you have. I mean, in terms of the potential, you know, intersection with things like AI, skill platform. So this might have been a really good opportunity to hear about that, and I I guess love to speak to you afterwards if that if that's on your mind. But this this is a sort of really good time, I think, to have heard that, and I haven't heard it so far.

27:53 So it's very much a status quo with the 18 o one. Not much on 18 o two and certainly nothing to my life of that scale. So I'd like to understand that now or perhaps even after Well, was very, happy to refer you back to the the statement we made at the end of the last fundraising where because of the additional funds that that that did come in, we're back in a position to move eighteen o two forwards again. That's going that will inevitably go through a similar preclinical process to one which eighteen oh one did. Though hopefully there are some things we've learned from the eighteen oh one exercise process which will help us to do things more rapidly.

28:38 In terms of the rest of the assets in the company, well, we're always looking at how best we can exploit them and and and see so being very conscious of what is there in a in a changing market. And as we as we do decide to to to go into other areas, then, of course, shareholders will be told appropriately. Richard? Thanks for clarifying the business model in terms of licensing pre clinical. I think for the benefit of everybody, could you expand a bit more in terms of why we're talking about partnering rather than licensing?

29:24 I'm using partnering as a generic term. It is I mean, when you go into a process, then, yes, it's it's it's a licensing process, but there are alternative ways. If I forgive me for the cat lovers, but alternative ways of skinning the cat with these things. And and and that might it might be a plain vanilla license in the usual terms. It might be something which involved us working in collaboration with a partner. It might develop into a a takeover offer. Way too early to know whenever you go into these processes that, you know, you you might find yourself going down any of these routes. We've been thinking about all of those those routes.

30:10 Where we find ourselves in a decision tree, that will tell. Good. With that, I'd like to wrap it up. I'd like to thank you all very much for coming today, and we look forward to seeing you this not this place, but this time next year, if not before. Thank you all. Thank you to the board for updating attendees today. On behalf the board of SAREUM HOLDINGS PLC, we'd like to thank you for attending today's annual general meeting, and good morning to you all.