Even if you have already exercised a written or electronic proxy for Sernova’s upcoming meeting, you can override that by voting on the newer “Gold Proxy” being distributed, which includes the ability to cast votes for two board nominees NOT included in Sernova’s. It’s my position that you’ll want to consider doing so.) _______________________________ I want to offer some additional thoughts as succinctly as I can on the looming Sernova annual meeting and longer-term ones aside from that as well. As always, I call things as I see them; and have along the way where this company is concerned as well. And that is notwithstanding the fact that I have been closer to this company and its story than most others, given my family experiences with T1D. Though it temporarily upset a few people when I did so, in retrospect it was wise to take some chips off the table mid-2022 as we did at about double the recent price. That was a sound portfolio management decision; nothing much beyond that as a “negative” vote on the company itself. As I said then—and repeat now—there is still GREAT potential here even as there are some risks still. And though there have been a few negative comments from Yours truly where I thought they were justified, I still am more broadly an energetic “water carrier” for this disruptive company/story. And I have not changed that. That said, I have necessarily spoken with several key people and major shareholders in recent days. A few things worry me. More remain encouraging, especially if we do get needed new people on the board. I’ll first comment on Sernova’s response of late last week to the “dissident shareholders” in a press release entitled, “Sernova Responds to Dissident Shareholders’ Misleading Statements and Provides Corporate Updates.” To me, the board did not do itself much good in a lot of the tone of this. It came across as defensive; and in my view—and in getting to better understand the “agenda” of the so-called “dissident” group– unnecessarily and even misleadingly so. The two added board nominees and the significant number of shares/shareholders they represent want Sernova to succeed. I don’t think very many others that know all of what’s going on agree with the term “dissident.” Indeed–apart from that written press release from the present board–NOBODY I have talked with along the way agrees with the use of that term. While the board in its response did lay out some accomplishments, they are not coming quickly enough in some shareholders’ views. That difference of opinion—which, as I have explored them further in recent days—is legitimate in some respects. Again, this does not make these shareholders enemies of some kind looking to harm Sernova. Quite the contrary, actually. It needs to be remembered here that some existing board members of Sernova have little to no stock in the company paid for out of their own pockets. Where the three proposed new board members are concerned—Brett Whalen, Dr. Steve Sangha and Bertram von Plettenberg—each owns a considerable number of shares. Further, where Whalen and Sangha are concerned, at least (I have not spoken with nor do I know Plettenberg) they have stepped up more than once to both participate in and assist prior financings. Both of them have far more at stake here than some of the long-serving board members. And in that regard—and again, in contrast with the tone and some of the content of SVA’s April 6 release– I have more time for their views and those of others more involved and dedicated than I do a board at least some of whose members by appearances are simply concerned with protecting their turf/keeping their jobs no matter what that means for the future of the company. That a substantial board shakeup, new eyes, ears, minds, strategies and perspectives is needed is beyond question as I see things. Frankly, my optimism for the future of Sernova will be negatively impacted if much of the present board remains and at least two of the new nominees are not voted in. As I expressed following the Evotec deal announcement mid-2022, between needing to pivot somewhat with that collaboration in using EVO’s islet cells and the concurrent decision to enlarge the cell pouch, the company’s timetable was actually lengthened/extended. Last month, C.E.O. Dr. Philip Toleikis made a presentation to a Roth conference (you can access a recording at https://sernova.com/investor/?disclaimer=1#News_Releases ; scroll down to the March 2 release and click on the link) where he—when asked about the company’s cash position, which stood at $45 million or so at the end of last year—suggested SVA has two years of cash. But long before the last penny of that is gone in two years or so, plans need to be made for the next significant cash injection. That will be an acute issue by the beginning of next year; so we’re really talking months here. And this is where the broad lethargy and seeming detachment of the present board, a horrid capital markets presence and all of the rest could come back to bite the company hard. Yes, there are times when even I will advocate averaging down on a good story/stock. But with Sernova, a lot of bridges have been burned over the last few years. So without markets generally and new/previous investors particularly being convinced that new blood and energy are going to give Sernova a re-energized game plan and run toward the finish line, I shudder to think of what coming financings will look like. Operationally and science-wise, I have always admired Philip and loved the core story here, as you all should remember/know. In all honesty, and despite some occasional aggravations and butting heads, I have sympathized with him more than even he understands. I have been on both ends of companies/causes that are the “baby” of one person. So driven and dedicated is the “father” to his creation that at some point emotions and the desire to stay fully in control override the ability to gather and depend on other legitimate talents that you NEED to complete the whole picture. As Detective Harry Callahan famously said in one of his cinematic appearances, “A man has got to know his limitations.” I say in a positive and constructive sense that Philip himself might belatedly be starting to understand some of this. And I hope that a new board will provide some of the added puzzle pieces needed here which are presently lacking. No matter who’s “fault,” I daresay that Philip has not had enough positive input/talents from a board composed largely of disengaged and passive placeholders in the first place. Finally, (and I have come to an evolved understanding and opinion of this) I have to say that that press release from December suggesting a new CEO search was on was idiotic. Maybe worse. By appearances— and in a lame and amateurish “response” to what were already growing calls for a shakeup back then—all the board could muster was to effectively say, “All right, we’ll move Philip to the science department and bring in a better C.E.O. to run the company.” But nothing ensued. Some have claimed that no serious search has even commenced; and that the board simply threw that news item out there to buy itself and its positions some time. Aside from the fact that Philip does need a few more NEW, capable people around him with skin in the game themselves, he needs to stay on as C.E.O. until 1. A capable replacement agreeable to him and a NEW board is actually hired and/or 2. Philip has delivered on the next major initiative(s) of the company. He is the face of Sernova especially to various groups and companies he has visited with and is having various discussions with. Continuity is needed here. What would especially raise eyebrows here is if—in advance of the annual meeting—the board suddenly did spring a “new C.E.O.” on us all as an eleventh hour attempt to show they “really are” engaged/doing something. Especially if this served to keep most/all of the present board in place and especially shut out one or more of the new board nominees, I fear it would be the beginning of the end. BUT–Happily, my sense after several conversations in recent days is that the majority of shareholders of Sernova know the score at least loosely; and I have some optimism that the realignment of the board so desperately needed will come about at month’s end. Some dead wood needs to go for the better prospects of the company. Again, the goal everyone should have in mind here is to reinvigorate the company…monetize what accomplishments can be now…and have an effort that complements Philip’s time and effort. I believe he would warm to that if he had a better group of people behind/with him. _____________________________________ If you have some added/different insights and don’t share the below views, fine…or maybe you should be enlightening me. But given my own work, research, conversations, observations and opinions, I would chiefly be voting FOR: Dr. Philip Toleikis (current C.E.O.) Brett Whalen Dr. Steven Sangha Dr. Daniel Mahony (Evotec’s rep on Sernova’s board). I generally throw in with the rest of the choices urged as well in the “Gold Proxy” circular which can be found at https://carsonproxy.com/shareholdersforsernova/ That includes the two they suggest voting AGAINST. (NOTE: Keep in mind that if you “abstain” it’s actually a likely vote FOR a director; so those you do not feel strongly about you need to vote AGAINST.) Aside from that, I do not have an opinion formed at present on the rest, nor know them/enough about them. Following the outcome, I’ll report/opine as I see fit. | 
