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In order to explain the reasons for the 10 draft resolutions which we have requested to be included on the agenda
Dear Shareholders,
As co-founders and former directors of OSE Immunotherapeutics[1], we are concerned about the unclear strategy of the current Board and management.
OSE Immunotherapeutics has the potential of achieving a market value equal to its industry peers in excess of €500 million, and today stands at a critical juncture. Despite groundbreaking scientific progress – including promising Phase II results for Lusvertikimab in ulcerative colitis and Phase III advancements for Tedopi in lung cancer – management has pursued an extremely risky debt-driven strategy that jeopardizes shareholder value and threatens the company’s long-term viability.
The Problem: Reckless Financial Strategy Risks Destroying Value
The management, as approved by the Board and widely disseminated in the Company’s recent official communications[2], has opted for new clinical trials in maintenance for ulcerative colitis as well as other chronic autoimmune and inflammatory diseases with Lusvertikimab. Such programs require an aggressive financing strategy, to which the Company does not exclude recourse[3] and which is evidenced by the increase, between 2024 and 2025, in the maximum nominal amount of debt securities that may be issued by the Board from €3 million to €100 million (18th to 24th resolutions in the pre-convening notice published by the Company on May 21, 2025).
Yet, the Company does not have the means to raise hundreds of millions of euros except through debt mechanisms referred to as “venture debts”, a high-stakes approach which would endanger the Company’s assets, expose shareholders to unnecessary financial risks, and prevent OSE Immunotherapeutics from leveraging the only secure and proven strategy: industrial agreements – the very partnerships that have historically enable the Company, notably through our previous leadership, to secure €250 million in non-dilutive financing. Similar biotech firms that have on the contrary followed an indebtedness path have seen their intellectual property and licensing rights mortgaged away to financial institutions – crippling future growth and shareholder returns.
Our Solution: A New Approach from a New Leadership Team with Proven Expertise
We propose a complete governance overhaul, by introducing new directors with critical financial and biotech expertise, and by dismissing directors whose strategic vision does not meet anymore the Company’s strategy nor the shareholder interests.
To this end, we intend to propose to the shareholders the appointment as director of:
- Markus Cappel, an accomplished executive with over thirty years of experience in the biotech industry, known for his entrepreneurial acumen and his recent position as Chief Business Officer at ChemoCentryx, where he played a pivotal role in raising funds through public offerings, private equity financing rounds, and other non-dilutive fundings;
- Alexis Peyroles – Biotech expert with a rich and diversified background and leadership experience at Sanofi, Guerbet, and OSE Immunotherapeutics, where he served successfully as CEO for several years;
- Shihong Nicolaou – IP advisor with NPS consulting firm and Torrey Pines Law Group after several years of experience in the biotech and pharma industry sectors followed by more than twenty years within the Office of Innovation and Commercialization at University of California (San Diego); and
- Marc Le Bozec – Veteran investor with 30 years of expertise in financial discipline, strategy, and governance for innovative public and private companies.
as well as the dismissal of the six (6) following directors: Marc Dechamps, Brigitte Dréno, Martine George, Markus Goebel, Eric Leire and Nicolas Poirier.
In addition, we will support, with its prior consent, the appointment as director of Jonathan Cool, whom we introduced to the Board and who is a seasoned biotech innovator with a strong track record in scaling U.S. startups, securing industrial agreements, and driving market expansion.
Lastly, we would like to seize this opportunity to inform you that we will be voting against the renewal of the terms of office of Didier Hoch, chairman of the Board, and Maryvonne Hiance, vice-chairman of the Board and against the appointment of Anne Altmeyer as director.
Together with Cécile Nguyen-Cluzel and Anne-Laure Autret-Cornet, to whom we reiterate our support, within a Board deliberately limited to 7 members in order to strengthen its operational efficiency, this new leadership team will be able to guide OSE Immunotherapeutics toward sustainable growth while protecting shareholder interests.
Your Vote is Critical – We Must Act Now
Unfortunately, all of us, as shareholders, have witnessed the consequences of poor leadership. OSE Immunotherapeutics’ share price has collapsed by more than 30% in just 6 months, and the Company’s communications have eroded confidence, alienated financial experts, and put the company’s future at risk.
This is an urgent call to action. At the upcoming General Meeting, vote to replace the Board with experienced leaders who will implement sound financial discipline, prioritize high-value industrial partnerships, and secure the company’s long-term growth.
Sincerely,
| Dominique Costantini co-founder, former CEO (2012-2018) and chairman of the board of directors (2018-2024) | Émile Loria co-founder and former chairman of the board of directors (2012-2018) | Alexis Peyroles former COO (2013-2018) and CEO (2018-2022) |
[1] We hereby inform you that we jointly own, pursuant to a shareholders’ agreement constituting a concert action and entered into on the date hereof, c. 20.18% of the share capital and 24.20% of the voting rights of the Company, positioning us among the Company’s largest shareholders.
[2] Please refer to the Company’s press release dated March 26, 2025 (page 1) and to the podcast “OSE Immunotherapeutics’ CEO On Ulcerative Colitis Asset” broadcasted on InVivo – Citeline Commercial website.
[3] 2024 Universal Registration Document filed with the AMF on April 30, 2025 (pages 47 to 50).