[Edaily Reporter KIM SAE-MI ] #Orum Therapeutics, Inc. has reappointed a U.S. business development (BD) expert to its board of directors and expanded the limit on stock options granted to U.S. employees. At an investor briefing held separately following the extraordinary general meeting of shareholders, shareholders’ attention focused on the reasons behind Bristol-Myers Squibb (BMS)’s decision to halt development of a new drug candidate and the potential for technology transfer regarding follow-up candidates.

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Orum Therapeutics, Inc. held an extraordinary general meeting at the Daejeon Convention Center on the 23rd and passed all five agenda items as proposed, including the appointment of Geoffrey Harris Meyerson as a non-executive director, the appointment of Dr. Peter Unnam Park as an independent director, the granting and approval of stock options, and amendments to the articles of incorporation. The number of shares represented at the meeting was 10,704,993, accounting for 45.83% of the total issued shares.

U.S. BD Expert Returns to Board… Stock Option Exercise Down 81.6%

One of the key agenda items at this AGM was the return of former independent director Myers to the board. Myers is the Chief Executive Officer (CEO) of Locust Walk, a U.S.-based biotech investment and business development advisory firm. He was appointed as an independent director last March but resigned on June 18; he has now returned as a non-executive director approximately four months later.

Previously, Lee Seung-ju, CEO of Orum Therapeutics, Inc., told Edaily, “Myerson has extensive experience in business development (BD) as the head of an investment bank,” adding, “The conflict of interest issue is resolved by his transition from independent director to other non-executive director.” The company also emphasized, “Director Myerson cannot exercise voting rights on board agenda items related to Locust Walk.”

Locust Work currently maintains an advisory contract with Orum Therapeutics, Inc. According to the company, the 55 million won in advisory fees disclosed for 2024–2025 were paid under a contract with Mr. Myers personally, not with Locust Work. Subsequently, a separate advisory contract was signed with Locust Work, though the specific terms of compensation were not disclosed.

Regarding Locust Work’s role, CEO Lee stated, “They serve as a business development (BD) advisory firm supporting the technology transfer of ORM-1153 and new payloads,” adding, “They identify potential partners—such as mid-sized pharmaceutical companies that are difficult to contact through the company’s own network—and play a role in reconciling differences in expectations and conditions between the parties to the transaction.”

CEO Lee added, “Perella Weinberg Partners served as an advisor during the previous technology transfer of ORM-6151 with BMS,” noting, “The agreement with Vertex was concluded directly without an external advisor.”

Former Chief Scientific Officer (CSO) Park has transitioned from a non-executive director to an independent director. He is an expert in the field of antibody-drug conjugates (ADCs), having worked at companies such as Immunogen, Mersana Therapeutics, and Bicycle Therapeutics. CEO Lee said, “Former CSO Park has been eligible to serve as an independent director for three years since leaving the company.”

At the shareholders’ meeting held that day, a resolution to grant a total of 108,500 stock options—including 22,837 shares to Myers and 85,663 shares to four employees of the U.S. subsidiary—was also approved. The options will be granted through the issuance of new shares, with an exercise price of 22,136 won per share.

Myerson was also granted the same 22,837 stock options last March. At that time, the exercise price was 120,093 won. This latest grant is not additional compensation but rather a re-grant of the same number of options following the cancellation of the previous ones. The new exercise price is 97,957 won (81.6%) lower per share than the previous one.

A motion to approve the grant of 9,350 stock options to five employees last June was also passed. The exercise price for these options is 63,437 won, which is approximately 2.9 times higher than that of the options granted this time.

In response, one shareholder questioned whether stock options with such a high exercise price could serve as a practical means of compensation for executives and employees. The shareholder argued that, given the high volatility of the stock price, it was necessary to examine whether stock options alone could provide sufficient motivation.

CEO Lee responded, “It is true that there is a price difference compared to the stock options in the 20,000 won range, as determined by the board at the time of grant,” but added, “We do not rely solely on stock options to compensate employees.” He went on to explain that the company operates a long-term compensation program to ensure that employees who contributed at the time receive compensation even if the results of new drug development do not materialize for several years.

A proposal to amend the articles of incorporation’s supplementary agreement—expanding the limit on tax-qualified stock options (ISO) for U.S. employees from 459,497 shares to 3,498,654 shares, an increase of approximately 7.6 times—was also approved. The company stated, “This is a measure to provide tax benefits to U.S. employees,” adding, “The actual grant size has not yet been finalized.”

Following BMS’s suspension of development… “Aiming for one new contract next year”

During the investor briefing held after the extraordinary general meeting, questions continued regarding the background behind

BMS

’s decision to suspend

development

of the blood cancer drug candidate “ORM-6151.” In particular, shareholders repeatedly asked whether the suspension was due to toxicity issues.

CEO Lee explained, “We have received all the information BMS was able to provide,” adding, “ORM-6151 never experienced a clinical hold.” He further emphasized, “It was not a toxicity issue that would have triggered a clinical hold.” However, he did not disclose BMS’s specific reasons for halting development or the clinical results.

Shareholders’ interest then turned to follow-on candidate compounds to replace the discontinued ORM-6151, as well as the company’s achievements in new business development.

In particular, the possibility of a technology transfer for the follow-up blood cancer candidate “ORM-1153” was a major point of interest. One shareholder asked whether ORM-1153—which had shown improved preclinical results compared to ORM-6151—could prove its competitiveness in actual clinical trials, and when a technology transfer might be possible.

CEO Lee replied, “We received a $100 million upfront payment for ORM-6151 without any clinical data,” adding, “Since securing clinical data for ORM-1153 could further increase the total contract size and value, we are preparing to pursue a technology transfer after the clinical trials are completed.”

He continued, “We are currently holding meetings with potential partners regarding ORM-1153,” adding, “We are prepared to engage in discussions at any time once positive data becomes available.” He did not disclose specific negotiation partners or the current stage of the discussions.

Shareholders also pointed out that the results of external technology acquisitions and new technology transfers have not yet materialized. There were also calls to diversify the company’s pipeline of new drug candidates and spread development risks following BMS’s decision to halt development.

Orum Therapeutics, Inc. plans to expand its pipeline by introducing external antibody and payload technologies. CEO Lee stated, “Discussions were already underway when we announced our intention to introduce technology, and they are still ongoing,” adding, “Since technology introduction or transfer requires a mutual agreement between the two companies, it is difficult to predict the timing.”

Finally, CEO Lee pledged, “All employees are working toward the company’s goal of signing one new contract next year,” and vowed to focus the company’s efforts on delivering tangible results in business development.