SolAeroMed AGM 2014 minutes

List of attendees:

In person

DC Birdsell Michael Flach Bryce Weaver
Morenike Fadayomi Robert Commandeur Michael Smith
Andrea Chiu John Butt Trish Smith
Sharif Galal Pat Brown John Dennis
Lorne Gould Megan McIntyre Evan Nelson
Francis Green Gareth Lewis Cora Pieron

Attending by phone

Phyllis Kane Innovate Calgary Louis Bouchard



  • Richard Leigh (held up due to hospital clinical commitments)


Documents provided:

  • Agenda
  • Financial Statement for year end March 31, 2014
  • Minutes of AGM September 5, 2014




Introductory remarks-CEO John Dennis

  • Opening Comments describing SolAeroMed work over the past year, highlighting near-completion of S1226 Phase I safety studies and plans for Phase IIa trials this fall.
  • Individual introductions of all present.
Opening of the AGM-CEO John Dennis
  • Meeting opened
Presentation of milestones to date-CEO John Dennis
  • Successful submission to Health Canada
  • pre-clinical work accepted by Health Canada leading to approval of Phase I first in human clinical trial
  • Phase I (safety) an important milestone and now completed and being written up
  • Plan to submit results to Health Canada Q2/3 2014
  • Plan to progress S1226 Phase II clinical trial to demonstrate efficacy
Presentation of financials-CFO Gareth Lewis
  • Overview presentation of SolAeroMed financials
  • Review of fiscal year
  • Increase in grant funding and investments
  • Updated compensation mechanism to reflect better tax management for both SolAeroMed and employees
  • SolAeroMed maintained low burn rate and  intends to continue to do so as we progress through to Phase II clinical trials
  • Additional investor funding sought $300-500k.
  • New share purchases will be at $5/share ($10M valuation)
  • Questioned on types of consultants & fees SolAeroMed engages.  Response provided by CEO as:
    • CRO for Phase I clinical trial (PharmaMedica)
    • Clinical Research writer to coordinate regulatory documents and Investigators Brochure
    • Regulatory CMC consultant who works for blend of cash and shares.
    • Vetrinary Toxicologist
Discussion around overall SoAeroMed progress – CEO John Dennis
  • SolAeroMed has been improving its documentation and oversight to better position SolAeroMed for future partnering opporutnities.
  • Discussion around benefits of public vs private company
    • SolAeroMed had opportunity to go public (TSX-V) in fall of 2014, but board and some management believed this premature and did not pursue.
  • Discussion around pros and cons of public vs private company with consensus SolAeroMed should remain private for the time being.
Presentation of Board members – CEO John Dennis
  • John reviewed the profiles of the existing board members, and their areas of focused support to SolAeroMed.
  • Recommended we keep the same board for the next year.   All board members indicated wish to remain active in SolAeroMed:
    • Andy Clark
    • Phyllis Kane
    • Ian McAffer
    • Michael Flach
    • Gwyn Humphreys
    • Francis Green
    • John Dennis
Vote to approve the board
  • Motion by Michael Smith to approve existing board for another year.
  • Seconded by Michael Flach
  • Approved unanimously
Vote to adopt minutes
  • Motion by Michael Smith to adopt 2013 AGM minutes
  • Seconded by Michael Flach
  • Approved Unanimously
Vote to wave requirements for auditors
  • Motion by Michael Flach
  • Seconded by Michael Smith
  • Approved unanimously
445pm AGM closed
Informal meeting following AGM
  • Discussion about what a successful Phase IIa might mean for the potential future sale or worth of the company
    • Scenario that we could proceed as a new team with Angel, VC or go private
    • Scenarios that we could:
      •  sell company outright to medium or large Pharma
      • license the drugs to other companies and potential dividends to shareholders
    • SolAeroMed may consult with informed outside advisor to help negotiate potential deals, including provision of 3rd party valuation of SolAeroMed.
Introduction of Dr John Butt – CSO Francis Green
  • Dr John Butt gave a well received talk involving aspects of the history of ‘sudden deaths’ of young Albertans leading to the discovery S1226.
  • The Prairie Provinces Asthma Mortality Study received the largest grant for the time through the Faculty of Medicine at the University of Calgary.
Presentation by Francis Green on S1226 Presentation on S1226 science including:

Review of need for S1226 asthma medication

Preclinical summary data

Phase I safety study

Associated indications for S1226 are being pursued in his Hospital lab facility.

Apologies for absence of Richard Leigh – CEO John Dennis
  • Richard Leigh was going to talk to upcoming Phase II clinical trials
    • He was unfortunately tied up in other meetings and dealing with a family medical emergency
Closing remarks – CEO John Dennis
  • John thanked the shareholders for their continued support and observed that SolAeroMed was looking forward to reporting to shareholders through newsletters