LETTER FROM THE CHAIRMAN AND CEO OF SYNAIRGEN LIMITED
(Incorporated in England and Wales with Registered No. 05233429)
Directors: Mark Parry-Billings (Executive Chairman) | Registered Office: Mailpoint 810, Level F, South Block |
To all Shareholders
30 April 2026
Corporate Update
Dear Shareholders,
Synairgen Limited (the “Company”), a clinical-stage biotechnology company with the sole asset SNG001 (inhaled interferon beta), today wishes to update shareholders as to the progress of the orderly wind-down of operations, and preparations for a Members Voluntary Liquidation (“MVL”), further to the 26 February 2026 update to shareholders.
Wind-down of operations
Following the decision to terminate the global phase 2 INVENT clinical study, and a comprehensive review of alternative phase 2 study design options and strategic alternatives, including the current financing environment, the Company’s Board of Directors determined that it was in the best interests of all shareholders to wind-down its operations and return available cash to shareholders. Please see the letter to shareholders on 26 February for further information.
The team continue to work diligently to close the global phase 2 INVENT clinical study in patients with severe respiratory viral infections requiring mechanical ventilation in the intensive care unit. In parallel, the team is winding-up operations in an efficient and timely manner to maximise returns to shareholders.
This includes, but is not limited to:
- Working with our US-based clinical research organisation (CRO) and other partners and contractors to ensure the clinical study is closed out in good order including meeting all regulatory and ethical requirements across all six countries. This includes, for example, a comprehensive series of operational and contractual activities across all international clinical sites engaged in the study.
- Closing-out the Company’s laboratory facility at Southampton General Hospital including the disposal of all human, biological, and laboratory samples, as well as cost-effectively disposing or selling laboratory equipment.
- Archiving materials and documentation to meet required standards.
- Closing-out and rationalising all Chemistry Manufacturing and Control (“CMC”) activities in relation to the drug substance, formulated drug product and associated device componentry.
- The financial element of the process includes the closure of subsidiaries in the US and EU, the audit of the Annual Report and Accounts for the year ended 31 December 2025, preparation of tax returns and international tax compliance, insurance, and ensuring all contractual commitments are met correctly.
The Company has completed an all-staff redundancy process in line with relevant UK legislation, following a collective staff and individual consultation process. The Company wind down plan has been designed to ensure that it maintains sufficient staff and expertise to facilitate the wind-down of the business and affairs in an orderly and efficient manner.
As part of the wind-down of operations, Martin Murphy and John Bradshaw have stepped down from the Synairgen Limited Board and continue in this period to support the Directors through the wind-down process, including serving on sub-committees such as the Audit Committee, as required. We take this opportunity to convey our sincere thanks to them for their impactful contributions at the Board and across the business.
Outreach process
The Directors continue to act in the interests of all shareholders in progressing all activities in this period, and to that end have commenced a comprehensive outreach process targeting over 100 companies including pharma and biotech companies, as well as relevant funds, with the goal to identify any potential third-parties who may have an interest in acquiring SNG001, to potentially leverage further value for shareholders.
In addition to utilising the extensive industry contacts of the Directors and advisors, the Company has commissioned on a cost-effective basis a firm specialised in intellectual property management and solutions, to broaden the reach and maximise the chances of success.
Should any existing shareholders have an interest in acquiring SNG001, they are invited to contact the Company without delay.
Members Voluntary Liquidation (MVL)
The Directors have engaged an Insolvency Practitioner (“IP”) for ad-hoc consultancy advice ahead of formally appointing the IP to initiate a formal MVL process. The Directors aim to complete as much of the wind-down activities in-house before handing over “clean” entities to the IP, to maximise funds to return to shareholders.
The MVL process would incorporate the following steps:
1. Board meeting: To approve issuance of written resolutions to commence the MVL
2. Declaration of Solvency (DOS) being sworn by all, or a majority, of the Board of Directors to confirm that the Company has sufficient assets to settle its liabilities (plus statutory interest) within a period of 12 months following commencement of the MVL
3. Notice of Resolutions of the Members to commence the formal MVL process
4. Post-appointment notices: Liquidators advertise passing of MVL resolution and their appointment in London Gazette, and inform Registrar of Companies, and creditors
5. Tax affairs: Liquidators must be satisfied that all tax matters are dealt with
6. Distribution of assets: Liquidators settle creditors’ claims and all other liabilities, and then distribute surplus funds to shareholders
The Directors envisage that steps 1 to 5 of this process, and an initial distribution to shareholders, will conclude in the second half of this year.
The Company will share further details regarding the wind-down process with shareholders, in due course, including any shareholder approvals which may be required and, to the extent that it is able to do so, an update on the timing, quantum and proposed mechanism for the distribution of surplus funds.
We would like to take this opportunity to thank all Synairgen staff who continue to work professionally to conclude this process in an efficient manner. We would also like to acknowledge and thank our long-term partners, clinical study sites, and suppliers who continue to support the Company, and not least sincere thanks and acknowledgement to our shareholders for their patience through this period.
Yours sincerely
Mark Parry-Billings | Joseph Colliver |
For further enquiries, please contact:
Synairgen Limited
+ 44 (0)23 8051 2800
info@synairgen.com
For more information about Synairgen, please see www.synairgen.com