Faron Pharmaceuticals - Innovative medical solutions (Part 2)

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The Shareholders’ Nomination Board proposes that the annual remuneration of the members of the Board remain unchanged and that EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the chair of the Board. In addition, the Shareholders’ Nomination Board proposes that a further annual remuneration of EUR 11,000 will be paid to the chair of the audit committee, a further annual remuneration of EUR 9,000 will be paid to the chair of the remuneration committee and a further annual remuneration of EUR 6,000 will be paid to the chair of the nomination committee. In addition, the Shareholders’ Nomination Board proposes that a further annual remuneration of EUR 6,000 will be paid to the audit committee members, a further annual remuneration of EUR 5,000 will be paid to the remuneration committee members and a further annual remuneration of EUR 3,000 will be paid to the nomination committee members.

The Shareholders’ Nomination Board furthermore proposes that meeting fees will be paid to the Board members as follows:

  • a meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member’s place of residence; and

  • no meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent as the member’s place of residence.

I don’t see any reason to vote against board compensation. It would be a different story if there was one more zero in the compensation…

Given the company’s financial situation and the number of recipients of those bonuses, I do find the bonuses unreasonable. I would reduce the number of board members, at the very least. So, would it seem that Juho would also get the board member’s and CEO’s accounts after the performance of the past half-year? In a word… oo

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Without comparing it to other similar companies, these fee amounts, which correspond to a salary income of about 3000e/month, seem very generous, especially in a situation where the company operates with investors’ money without producing anything itself. Wouldn’t it be appropriate to responsibly cut board fees until there is something to sell? These board fees are likely on top of the actual salaries of those on Faron’s payroll, and these salaries are not exactly modest either. I understand the fees if the results and profits are in the same proportion. In my opinion, this is not currently the case. If someone believes that the fees and salaries are reasonable or could be increased, please provide justifications.

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Faron Pharmaceuticals Ltd: Registration of New Shares

Faron Pharmaceuticals Ltd | Company announcement | April 14, 2026 at 10:45:00 EEST

Capitalised terms used in this announcement have the meanings given to them in the announcement made on 13 April 2026 at 14:00. EEST regarding the amortisation payment and approval of share subscriptions based on special rights, unless the context provides otherwise.

Turku, Finland – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company developing novel immunotherapies, has, as announced on 13 April 2026, approved the exercise of 3,572,851 Special Rights entitling to 3,572,851 new Shares, for an aggregate subscription price of EUR 1,613,499.51.

In total, 3,572,851 new Shares in the Company have today on 14 April 2026 been registered in the Finnish Trade Register. The Shares rank pari passu in all respects with the existing shares of the Company. Following the registration of new Shares, the aggregate number of ordinary shares in the Company is 161,100,740.

Furthermore, as announced by the Company on 9 April 2026 and 13 April 2026, the Company also expects to register today, 14 April 2026, a total of 41,944,771 offer shares issued as part of the rights issue. Following the registration of such offer shares, the aggregate number of ordinary shares in the Company will be 203,045,511. Shares held in treasury by the Company do not confer a right to dividends or other shareholder rights. Following the registration of the offer shares of the rights issue and new Shares as well as completion of delivery of all offer shares of the rights issue, the Company will have 3,530,573 shares in treasury and therefore, the total number of voting rights in Faron is 199,514,938 (the “Number of Shares and Votes”). This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify an interest in, or a change to their interest in, the Number of Shares and Votes of the Company.

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The Nomination Committee’s proposal is that the CEO will not be paid a board fee. No one on Faron’s payroll has been paid one until now. And there have been no other salaried employees there.

The number of board members was just reduced, I won’t comment on whether it should be reduced further. Two left and only one will join the board. On the other hand, I wonder how an international high-level recruit like the incoming Golumbeski was brought onto the board with these fees. The fees are, of course, the same for all ordinary members. Chairman Pätsi receives more, but he just paid his fees back to the company in the offering, for shares, of course.

When we are still awaiting revenue streams, we should, of course, play more with options, and when the stream turns, more with money.

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3000€/month is, in my opinion, quite acceptable for a listed company. However, those on the company’s payroll should NOT be paid for their board work. They are, after all, doing board work during their working hours, for which they receive salary.

Is it good governance for the CEO to sit on the board? Perhaps in SMEs, but not desirable in listed companies.

Do shareholders want Jalkanen to lead himself, and can the board critically evaluate him if Jalkanen is there?

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The CEO also sitting on the board of directors of the publicly traded company he leads is not best-in-class governance, but apparently not entirely illegal either, as some companies even larger than Faron have occasionally done exactly this.

Indeed, in such a situation, governance and control (the board) and operational management (the CEO) can easily become intertwined. Not to mention a situation where the board would have to consider whether the CEO should be shown the door for some reason.

As Faron is currently under investigation by Nasdaq’s disciplinary committee, according to the share offering prospectus, one of the matters under investigation is “whether the Company’s governance has been appropriately arranged.” So, a legal answer to this matter will be obtained during this spring.

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In my opinion, the idea goes seriously astray if one compares this to a typical underperforming company, where costs are cut and ways to survive are sought.

Faron will not survive by cutting costs; only good results enable a marketable product, future, and success. That is why the best possible available experts in the field must be attracted, which Faron has succeeded in doing well and still at a reasonable price.

The CEO can be a board member in a public company; the Chairman of the Board (HPJ) is a bit more questionable. Matters concerning the CEO require precision. It’s unnecessary to look for any huge problem in this setup itself; the problem could arise from abuse of power.

Many pots of morning coffee have already been drunk over this, and probably some more will be drunk. Nevertheless, let’s move forward calmly.

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“In my opinion, the idea goes horribly wrong if this is compared to a typical underperforming company, where costs are cut and ways to survive are sought.”

This net result of 130 million euros in the red over the last five years does not speak of a very successful company (2021-2025).

Of course, I understand the point that it is good to get the best talent involved, and they don’t come for free. When one follows Faron’s activities, it is easy to see that money is spent as if this were Nokia or Nordea or something similar. And it’s good to splurge if you trust that the next share issue will be launched when the money runs out. So far, this has worked, but it’s no guarantee for the future. That’s why I would hope that money would primarily be used to advance research, because the information coming from there will ultimately determine how this all turns out, not so much how many top professionals sit on the board.

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To me, of Faron’s remaining shreds of credibility, the composition of the board of directors is at the top of the list. Whining about the board’s rather insignificant fees is, in my opinion, a prime example of how the discussion on this forum focuses on completely irrelevant matters.

Faron likely pays Zeidan and other members of the scientific advisory board many times more in fees compared to the board members, but no one complains about these because they are not public information.

This “story” does not rise or fall on the board’s fees, even if the board were to serve pro bono.

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The board’s fees are just one example of careless spending. In itself, it’s an insignificant example in the grand scheme, as relatively little money is spent on it. Monthly salaries for those on Faron’s payroll, however, are a more significant expenditure, and as you pointed out, advisory board members might be paid who-knows-what.

The point, however, is that as long as the Company isn’t generating the fees it pays but instead the money comes from investors’ pockets, attention should be paid to all expenses and, where possible, less important items should be trimmed.

Even if the board had the world’s best scientists and the most skilled salespeople pitching Bex, not a single big pharma company or even a mid-sized one would invest a penny in this case unless Bex delivers sufficiently good results compared to current treatments. So, focus and funding should go to research, and savings should be made wherever possible.

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BSH 2026 starts on April 19th, and Faron will have a poster presentation there with updated Bexmab f2 data.

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I wonder why that was removed from Faron’s calendar, even though it was there before?

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Faronin VP, operations, Joab Williamson, on this podcast episode:

Designing Clinical Trials to Avoid Historical Failures in HR-MDS

Produced by PBC Group (Pharmaceutical Business Conference Group), a British conference organizer specializing in professional events in clinical research. It is particularly known for its COG Series (Clinical Outsourcing Group) event concept. A networker.

This again relates to the pre-mortem analysis conducted to avoid needing a post-mortem. Specifically, regarding phase 3.

You can listen here:

Or from all the services below:

Key points here:





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I was just about to ask when the promised new survival data would be available. Apparently, it will be next week.

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Review article from Yale researchers, with Zeidan as corresponding author, from yesterday, in a top publication (Journal Impact Factor: 82.2 (2024))

Nature Reviews Clinical Oncology.

paywall

A 2026 update on myelodysplastic neoplasms: current state, challenges and future directions

https://www.nature.com/articles/s41571-026-01141-2

Seen through “Bex eyes,” there are several factors involved:

  1. Correction of immune imbalance
  2. Bone marrow inflammation, microenvironment
  3. Improving T-cell responses
  4. Patients are elderly and comorbid and thus benefit from drugs that do not have a high burden of side effects
  5. Combination therapies with HMAs are being developed

Etc. Let’s see how far these points take us, when the time comes. The latest review now gives r/r MDS mOS as 6–8 months.

Translation of the summary by Bioengineer.org:

Summary

Myelodysplastic Neoplasms 2026: Advances and Challenges

Myelodysplastic neoplasms (MDS), formerly known as myelodysplastic syndromes, remain a significant challenge in hematology due to their heterogeneous nature and complex pathophysiology. These diseases comprise a group of clonal myeloid malignancies characterized by ineffective hematopoiesis, leading to peripheral blood cytopenias and an increased—though variable—risk of progression to acute myeloid leukemia (AML). Despite more than two decades of intensive research, treatments directly targeting the biology of MDS remain limited, and allogeneic hematopoietic stem cell transplantation (HSCT) is currently the only curative treatment. This review examines recent advances in understanding genetic mechanisms, refinements in diagnostics, risk classification, and new treatment strategies, as well as key obstacles to treatment development.

The epidemiology of MDS highlights its prevalence in the elderly population: in the United States, the median age at diagnosis is approximately 76 years. This underscores the need for age-appropriate treatment strategies. The global aging of the population predicts an increase in the incidence and burden of MDS, increasing the need for better diagnostics and treatment innovations. Epidemiological estimates are complicated by shifting classification systems, which affect disease definition and participation in clinical trials. Furthermore, clinical and genetic heterogeneity complicates the establishment of reliable epidemiological trends, highlighting the need for standardized international registries.

At the core of MDS pathogenesis are multifactorial genetic changes. New sequencing technologies have revealed a complex genome where recurrent somatic mutations occur in genes related to epigenetic regulation, the splicing machinery, signaling pathways, and transcription factors. In particular, mutations in the SF3B1, TET2, DNMT3A, ASXL1, and TP53 genes are common. This genetic diversity affects the disease phenotype and prognosis, as well as treatment responses and the identification of new drug targets. Additionally, hereditary predisposition syndromes, previously considered rare, are increasingly recognized as underlying factors in MDS, emphasizing the importance of broad genetic testing.

Immune system dysfunction is a central part of MDS pathophysiology. The bone marrow microenvironment exhibits chronic inflammation, immune regulation disorders, and impaired immune surveillance, which promote clonal evolution and disease progression. Aberrant activation of innate immune pathways, such as Toll-like receptor-mediated signaling and inflammasome activity, maintains an inflammatory state. The role of adaptive immunity—particularly T-cell exhaustion and changes in regulatory T cells—is also increasingly clearly linked to ineffective hematopoiesis and treatment resistance. These findings open possibilities for immunomodulatory treatments.

Diagnostics have evolved significantly by combining morphological assessment with advanced molecular and cytogenetic methods. While bone marrow morphology and cytogenetics remain central, molecular profiling has significantly improved diagnostic accuracy. This allows for the differentiation of MDS from other myeloid diseases and bone marrow failure states, and supports personalized prognostic assessment and treatment selection. The 2022 updates to the World Health Organization (WHO) and International Consensus Classification (ICC) systems reflect this development, but also bring challenges for longitudinal comparisons and trial design.

Risk classification is a key part of MDS management. The Revised International Prognostic Scoring System (IPSS-R) is widely used and based on clinical, cytogenetic, and hematological factors. Newer models, such as the molecular-data-utilizing IPSS-M, provide even more accurate prognostic assessments. These help identify high-risk patients for early treatment and low-risk patients for whom supportive care is often sufficient. The use of dynamic biomarkers may enable real-time risk assessment in the future.

The treatment landscape is evolving but still lags behind many other hematological malignancies. Hypomethylating agents (HMAs), such as azacitidine and decitabine, are the cornerstone of high-risk MDS treatment, but their efficacy is limited, and relapse or resistance is common. Combination therapies, where these drugs are combined with new targeted or immunological treatments, are being actively investigated. New drug classes include BCL-2 inhibitors, spliceosome modulators, and drugs targeting inflammatory pathways. The development of precision medicine and the increase in molecularly-guided trials promise to change clinical practices.

Allogeneic stem cell transplantation remains the only curative treatment, but its use is limited by patient age, comorbidities, donor availability, and transplant-related risks. Outcomes have improved with advances in conditioning regimens, donor selection, and post-transplant care, but preventing recurrence and long-term survival remain challenges. Optimizing patient selection, for example through molecular-based risk classification, is a subject of active research. Furthermore, new strategies, such as adoptive immunotherapy and post-transplant maintenance therapies, are being developed to reduce recurrence.

The evolution of classification systems brings challenges to clinical trials and epidemiological reporting. Changes in diagnostic criteria make it difficult to compare historical and new data. Clinical trial design requires flexible settings and biomarker-based inclusion criteria to effectively evaluate treatment efficacy. Standardizing the reporting of adverse events and treatment outcomes is also important.

Research into the bone marrow microenvironment highlights its central role in the origin and progression of MDS. The interaction of clonal hematopoietic cells with the stroma, immune cells, and endothelial cells affects the course of the disease. Changes in the microenvironment, such as fibrosis, abnormal cytokine profiles, and disrupted cell-to-cell interactions, promote the development of ineffective hematopoiesis and clonal dominance. Understanding these mechanisms opens new therapeutic targets.

Technological progress is accelerating MDS research. Single-cell sequencing, advanced computational models, and spatial transcriptomics reveal intra-tumoral heterogeneity and the complexity of the bone marrow ecosystem. These methods help identify new biomarkers, treatment targets, and resistance mechanisms. Multi-omic approaches integrate genomic, epigenomic, transcriptomic, and proteomic data, enabling more precise disease classification and personalized treatment.

[/details]Despite progress, there are significant unmet needs in the field. The lack of reliable biomarkers for early diagnosis, disease monitoring, and predicting treatment response is a key challenge. Resistance to first-line treatments is common and poorly understood. Additionally, the treatment of elderly and multi-morbid patients requires personalized and less toxic solutions. International collaboration and multidisciplinary research are crucial to overcoming these obstacles.

Future research focuses on treatments targeting individual molecular and immunological abnormalities. Combination therapies that affect multiple pathogenetic mechanisms simultaneously are promising. Integrating real-time data and patient-reported outcomes into treatment decisions improves personalized care. Furthermore, early intervention in clonal hematopoiesis before the development of actual MDS could represent a new preventive treatment strategy.

In summary, the understanding of MDS is increasingly based on genetic changes, immune disorders, and microenvironmental influences. Although allogeneic stem cell transplantation remains a central curative treatment, the growing treatment landscape and molecular-level understanding point toward the era of precision medicine. Solving current challenges requires collaboration and technological development to improve treatment outcomes in this disease, which primarily affects elderly patients.

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Faron hasn’t apparently published the DoR (duration of response) yet. Is the data mature enough now that data on this could be published on the 19th? Meaning, how long the treatment response lasts before the disease progresses.

Considering the mechanism, bexmarilimab doesn’t just kill cells like AZA, but aims to modify the tumor’s immune microenvironment. So shouldn’t the DoR be “not reached” (over half of the responses still ongoing?) or significantly higher than AZA?

Examples of drugs where a long DoR (“not reached”) has foreshadowed billion-dollar sales are Pembrolizumab, Nivolumab .. billion-dollar sales :slight_smile: .. (I checked those via ChatGPT). But at least it hasn’t been published yet, so are we at the “not reached” level?

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At least the press release from 23 Feb 2026 is still there, and it says that Faron’s poster presentation has been accepted for the BSH conference. By the way, is there an investor calendar on Faron’s website somewhere? I couldn’t find one at a quick glance… :smiling_face_with_sunglasses:

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The investor calendar can be found here:

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