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Dear Shareholders,

At the 8th regular general meeting of shareholders, we will inform you of the progress of CoImmune,

as we promised to disclose the data as it is when communicating with shareholders.

Here's what happened with CoImmune from 2019 to 2021.

▶ The relationship between SCM Lifescience, Inc. and CoImmune is an equity investment affiliate.

▶ Strategic R&D cooperation between SCM Lifescience, Inc. and CoImmune has not been carried out yet.

▶ During the previous tenure as CEO, major matters of the CoImmune board of directors and general shareholders’ meeting were not reported to the board of directors of SCM Lifescience, Inc.

▶ After taking office as CEO Sun-Uk Song in November 2021, he was not appointed as a director of the CoImmune Board of Directors.

▶Only Genexine, Inc. can participate as a director of the CoImmune Board of Directors.

▶ SCM Lifescience, Inc., as a shareholder of CoImmune, is scheduled to attend the general meeting of shareholders in May.

Rory Harrelson, CFO of Coimmune, sent an email via email that the company is planning an IPO in 2022 in connection with the Nasdaq listing,

but that it will be strategically pursued in consideration of the stock market situation. The text of the email is as follows. 

『Regarding your question about the timing of CoImmune’s potential listing on the NASDAQ exchange, CoImmune as a private company cannot dictate the timing for its IPO. In the US, market conditions, not the SEC, determine the timing and likelihood of whether or not a private company will go public.

 CoImmune’s business plan contemplates an equity financing and preparation for an IPO in 2022. Only if market conditions permit, will CoImmune file a Form S-1 with the SEC. Per our business plan, we are actively seeking an equity financing in the amount of $80 - $100 million. Currently, we do not know when we will close the equity financing. Further, we were informed by our bankers that the biotech IPO market is mostly closed at this time due to market volatility. Accordingly, we cannot determine or predict when we will close on an IPO. We do plan to prepare an S-1 and will only file it with the SEC upon favorable market conditions for an eventual IPO. We continue to have calls with potential investors and discuss financing options with our bankers.』

Regarding the appointment of the director of SCM Lifescience, Inc., Lori Harrelson, CFO of Co-Immunity, replied that it should proceed according to the Articles of Incorporation after Series B is completed, and the original email is as follows.

『As indicated in the latest executed shareholders agreement sent to you by our counsel, Cole Schotz, SCM is no longer entitled to appoint a director to CoImmune’s board.  According to the latest shareholders agreement and amended Bylaws (also sent to you by Cole Schotz), all common shareholders as a group are entitled to elect (not appoint) up to three (3) common directors. In order for the common shareholders to elect an additional common director (currently two common directors sit on the board), a common shareholder has to nominate a director candidate and call for an election among all common shareholders.  If more than 50% of all common shareholders vote for that candidate, he or she will be officially elected to the CoImmune board as a common director. Currently, the common shareholders of CoImmune are comprised of SCM, Genexine, MSK, and former shareholders of Formula Pharmaceuticals.

Our understanding is that our board members have already spoken to Dr. Song at SCM, and Dr. Song agreed to wait to nominate himself as director candidate until after the crossover equity financing round has closed.  Therefore, CoImmune is not taking any further action regarding Dr. Song.  Further, electing an additional common director is a matter for the common shareholders, not a matter for the management team. Regarding the request for board meeting minutes, they are for the directors only. Any shareholder, including SCM, is not entitled and privy to the board meeting minutes.』 

SCM Lifescience, Inc.' response strategy to CoImmune is as follows.

▶ After the appointment of the representative director, according to the articles of incorporation of CoImmune, we will discuss with Genexine, Inc. and proceed with the process of appointing a director to the board of directors.

▶ The contents of CoImmune's board of directors will be requested to Genexine, Inc. and will be understood at the time of delivery

▶ CoImmune will attend the general shareholders' meeting in May and disclose relevant information within the scope agreed with CoImmune.

▶ We plan to establish a monitoring system for the progress of CoImmune in cooperation with Genexine, Inc. and domestic investment institutions of CoImmune.