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 Dr. Stephen Parker, Executive Chairman. Good morning to you, sir.
Good morning, ladies and gentlemen. Welcome to the Annual General Meeting of Sareum Holdings PLC. I'm Stephen Parker, Executive Chairman of the Board. A quorum being two members at 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 chosen to attend in person. 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, and 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. Dr. John Reader, Founder and Chief Scientific Officer. Dr. Tim Mitchell, Founder and Chief Operating Officer. And Dr. Michael Owen, Independent Non-Executive Director. The notice of Annual General Meeting was posted to shareholders on the 27th of November. Accordingly, the requisite notice of the Annual General Meeting has been given.
I propose therefore that with your consent, the notice to the AGM should be taken as read. Thank you. Before proceeding with the formal business of the meeting, I will now refer 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 turn, having briefly summarized its content. I will then read the results of the votes received through the proxies. 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 Mr. Birch by email following the meeting.
I shall move on to the formal business of the meeting and 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 their nominee holders and is on the company's website and is also going to be shown on the screen. Resolutions 1 to 9, sorry, 1 to 7, I beg your pardon, the proposers' ordinary resolutions, each requiring a simple majority of the votes cast to be in favour in order to be passed. Resolutions 8 and 9 pose special resolutions requiring a majority of 75% of the votes cast to be in favour in order to be passed. Each resolution received a total of 11,768,700 votes, which represents 9.4% of the total shares outstanding. Resolution 1.
I propose Resolution 1 in the notice of Annual General Meeting as an ordinary resolution to receive and adopt the reports of the directors and financial statements for the financial year ending 30th of June 2024. Proxy votes have been received as follows: in favour, 9,661,645, discretion, which I have since learned all of these discretion numbers have in fact been voted in favour, so you should add this to the in favour number, 2,032,250, against, 74,805, and withheld, 163,189. I will now put the resolution to the meeting on a show of hands. Will all those in favour please raise your hands? Thank you. All those against? Thank you. I say the resolution has been carried. Resolution 2. I propose Resolution 2 in the notice of Annual General Meeting as an ordinary resolution to receive and adopt the Remuneration Committee report for the year ending 30th of June 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. I will now put the resolution to the meeting on a show of hands. Will all those in favor please raise their hands? Thank you. All those against, please raise your hands. Thank you. The resolution has been carried by the necessary majority. Resolution 3 in the notice of Annual General Meeting is for the re-election of Mr. Clive Birch, who retires by rotation under Section 93 of the Articles of Association and who, being eligible, offers himself for re-election as a director. Proxy votes have been received as follows: in favor, 8,189,129; plus 2,032,250; against, 893,439; and withheld, 817,071. 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. The resolution has been carried by the necessary majority. Resolution 4 in the notice of Annual General Meeting is for the re-election of Dr. Michael Owen, who retires by rotation under Section 3 of the Articles of Association and who, being eligible, offers himself for re-election as a director. Proxy votes have been received as follows: in favor, 8,189,229; plus 2,032,250; against, 893,339; withheld, 817,071. 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. The resolution is carried by the necessary majority.
Resolution 5 of the notice of Annual General Meeting is to reappoint Shipleys 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 when financial statements are laid before the company. Proxy votes have been received as follows: in favour, 9,531,184; plus 2,032,250; against, 154,926; and withheld, 233,529. I will now put the resolution to the meeting on a show of hands. Will all those in favour please raise your hands? Thank you. All those against, please raise your hands. Thank you. Therefore, the resolution is carried by the necessary majority. Resolution 6 in the notice of Annual General Meeting is to authorize the audit committee to determine the remuneration of the auditors of the company for the ensuing year.
Proxy votes have been received as follows: in favor, 9,601,809, plus 2,032,250, against, 84,641, withheld, 213,189. 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. The resolution is carried by the necessary majority. Resolution 7.
I propose Resolution 7 in the notice of Annual General Meeting as an ordinary resolution to generally and unconditionally authorize directors pursuant to and in accordance with Section 551 of the Companies Act 2006 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 nominal amount 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 GBP 1,559,329 in connection with an offer by way of a rights issue.
Such authority is to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or, if earlier, at the close of business 15 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 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. To subscribe for further securities by means of a renounceable letter or other negotiable document which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the 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; withheld, 163,529.
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 7, I propose Resolution 8 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 under Sections 570 and 573 of the 2006 Act to allot equity securities within the meaning of Section 560 of the Act, including the grant of rights to subscribe for or to convert any securities into ordinary shares of GBP 0.125 each in the capital of the company.
For cash, either pursuant to the authority conferred on it by Resolution 7 or by way of a sale of treasury shares within the meaning of Section 560.3 of the Act, as if Section 561 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 a rights issue, open offer, or other pre-emptive offer in favour of the holders of ordinary shares on the register 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 proportional as nearly as may be 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 pre-emptive 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 than pursuant to subparagraph a) of this resolution up to the aggregate nominal amount of GBP 1,559,329;
And provided that this power shall expire at the conclusion of the Annual General Meeting of a company to be held on or before the 30th of March 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 such equity securities and sell treasury shares if pursuant to such an offer or agreement as if the authority conferred hereby had not expired.
I read that as a fault. I've just realized that the expiry date should be the 18th of March 2026, not the 13th. I apologize. Proxy votes have been received as follows: in favor, 9,267,642; plus 2,032,250; against, 442,974; withheld, 189,023. 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. 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 9 of the notice of Annual General Meeting as a special resolution that a general meeting other than the Annual General Meeting may be called on not less than 14 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.
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. 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 I study for SDC-1801. The Board will now be happy to try to answer questions from attendees and, if time permits, from the audience. Thank you. Anybody like to get the ball rolling?
Sorry, Joe goes to the platform. This is pre-submitted. Yeah. That one here. Okay. Yeah. Do you want to do it?
So I'll read them out. Okay. Yes. Thank you. So it's Tim Mitchell here. So first question pre-submitted to the platform. Part of the SRA737 milestone payments will be in the form of shares. Do you plan on selling the shares immediately or intend holding them for a foreseeable future?
Well, I think, first of all, the shares have not, of course, yet 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 be 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 a bit of what we desire to do.
Next question then. So once the SDC- 1801 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've 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 is 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 at technical meetings and presenting the data to the industry at large and to anyone who's interested in seeing that. We'll put those on our website. And I'm sure we will flag when that does happen to shareholders either via an RNS or some other means so that you're aware that there's information out there. So just to switch back to the, yes, I get it.
Which journal are you targeting?
Not exactly this one, but something like the British Journal of Pharmacology. Like that. Take a break before that.
Are there any insights from the clinical trial report that have not yet been shared with the market? Because we always have some insights into sort of favorable things in clinical trials. Some suggestions are biomarker data as well. Is that something that you're considering prior to that general publication? Or is that something that will be capsulated?
The problem with that is that the journals are very protective of their own copyrights, and there's an increasingly strong tendency for them to refuse to publish material that has been available elsewhere. So rather than, and of course, scientists are concerned, and there will be scientists that are judging this program. If it's not a peer-reviewed publication, then they give it less weight. So I think there's an order of events of looking for that. Likewise, the presentation, if it's been presented before, you have very little chance of presenting it again. So it's important to keep the information intact until we're in a position to present it or publish it. Can I ask a question? Is it up to the management or someone else? I don't think it's known to us.
Do the interested parties already have access to data which has been so far, or do they have to wait for the results to be published?
So we would make the clinical study report available under a confidentiality agreement. It's the normal way to work. 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 must make that available.
Shall we go back to JC?
Yeah. Okay. Carry on then. So if this next stage goes well, I think this is the preparation for phase II. Would you consider carrying out the raise and completing the phase II on your own?
Right. Well, the position we've always held, and we still hold, is that the stated strategy of the company is to partner our discoveries at late 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 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 and the terms. And if any of those three legs don't stand, then sorry, they're not 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 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 Investival 2024? Did it lead to any direct conversations afterwards? So at these events, there's a number of parallel streams and workshops going on, plus there's the partnering going on in parallel. So attendance in any presentation could be a bit hit and miss. There were approximately 20 people in the room, some from investors, some from companies, and yes, I had a number of meetings afterwards.
Yes. So could the Board of Sareum please elaborate further regarding recent fundraisers, namely who are the corporate 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 the granted anonymity, if you will. As you've seen this week, we had our first shareholder who has disclosed a position above 3% in the company, 3.04% in shares, and 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. I think we're pretty much there. Very good. Yes, so thank you for pre-submitting those questions. 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 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, which is something that Cavendish does do. And so we know we've appointed them in a joint position with Hybridan, 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.
Do you think we need any structural infrastructure? Actually, do you want to repeat the question because it might not have been?
I think I heard it. 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, have proposals, and done the design of the experiment, and it should start early in the new year.
Are there any other questions from the floor? Yes, Matt.
I'd like to say we've presented the results phase I to 2023. Not much on 1802, not much on the SKIL platform. Not really talking about it, not really hearing much about what is in the future. For really what's ahead, Sareum, I would have anticipated a little bit more excitement, potentially, about the pipeline development, perhaps, and exploitation of some of the assets that you have in terms of potential intersection with things like AI SKIL platforms. So this might have been a really good opportunity to hear about that, and I guess I'd love to speak to you afterwards if that's on your mind. But this is sort of really the time I need to have had that, and I haven't had it so far. So there's very much a status quo with the 1801, not much on 1802, and certainly nothing to my mind about SKIL.
So, I'd like to understand that now, perhaps even afterwards.
Well, I was very happy to refer you back to the statement we made at the end of the last fundraising, where because of the additional funds that did come in, we're back in a position to move 1802 forward again. That will inevitably go through a similar preclinical process to the one which 1801 did. So hopefully, there are some things we've learned from the 1801 exercise process, which will help us to do things more rapidly. In terms of the rest of the assets in the company, well, we're always looking at how best we can exploit them and we being very conscious of what is there in a changing market. And as we do decide to go into other areas, then, of course, shareholders will be told appropriately.
Richard, thank you for clarifying the business model in terms of licensing preclinical. I think the benefit of everybody. Could you expand a little bit more in terms of why we're talking about partnering rather than licensing? I'm using partnering as a generic term.
I mean, when you go into the process, then yes, it's a licensing process, but there are alternative ways. Forgive me for the cat lovers, but alternative ways of skinning the cat with these things, and it might be a plain vanilla license on the usual terms. It might be something which involved us working in collaboration with a partner. It might develop into a takeover offer. Way too early to know. Whenever you go into these processes, you might find yourself going down any of these routes. We've been thinking about all of those routes.
Where we find ourselves in the decision tree, time will tell. Good. With that, I'd like to wrap it up, and I'd thank you all very much for coming today. And we look forward to seeing you 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 of 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.