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Mithril Capital’s Ajay Royan Sends Letter Thanking Adagio Therapeutics Shareholders for Support of Successful Proxy Campaign

Adagio Shareholders Overwhelmingly Elected Mithril’s Three High-Quality Director Candidates To the Adagio Board

Board Transformation will Advance Company’s Mission to Prevent and Treat COVID19 and Other Infectious Diseases

Mithril Capital Management LLC (“Mithril”), a founding investor in and the leader of a consortium of investors that represented approximately 49% of the outstanding shares of Adagio Therapeutics, Inc. (Nasdaq: ADGI) (“Adagio”), today issued a letter to fellow Adagio shareholders thanking them for helping to ensure Adagio is best-positioned to advance its public health mission and build on the outstanding technology that underpins its platform.

The letter follows the success of the Mithril-led group’s proxy campaign, which resulted in three new high-quality industry experts being elected to the Adagio’s Board of Directors after receiving more than 90% of the shareholder votes cast at Adagio’s Annual Meeting of Stockholders.

The full text of the letter can be found below.

Dear Fellow Shareholders,

Earlier this year, the major founding investors of Adagio Therapeutics (Nasdaq:ADGI) recognized the importance of renewed focus on Adagio’s original mission, and of its execution with an alacrity, adaptability, and capital efficiency that honors the technical talent embedded in Adagio’s team, the unmet ongoing need for durable solutions to the scourge of COVID19, and the faith placed in the company by its investors. We joined together to nominate three high-quality candidates to the Board of Directors, who we believe will help advance the mission in creative and impactful ways that build on the outstanding technology underlying the Adagio platform, and who can help the company move quickly to execute on its core mission. We also proposed measures to additionally align Adagio with shareholder interests.

We thank you, our fellow shareholders, for the overwhelming support you gave these proposals. You have given this company and its talented team an unimpeachable and energizing mandate to execute.

Almost two years ago Adagio Therapeutics launched with a clear mission: deploy the world’s most advanced biological discovery technology to make drugs against important viral targets, including SARS-CoV-2. The belief then, as it remains now, was that this severe respiratory coronavirus would pose an untenable challenge to the human immune system, and hence the entire human species, until tools unlimited by the immune system could be brought to bear. To do so, Adagio aimed to create the leading infectious diseases platform equipped with the world’s best antibody discovery technology.

The last two years have also witnessed the impressive effort to develop and deploy COVID19 vaccines, and we have seen relatively broad vaccine uptake. But we have also noted the immunologic limitations of vaccination as SARS-CoV-2 continues to mutate. A vaccine that is required two or three times a year, however effective, starts to seem like a suboptimal therapeutic; but a high-quality therapeutic given prophylactically once a year starts to seem like a better vaccine.

At this writing, in the United States our society is presented with the potential for a fourth or fifth booster dose in the face of rapidly waning antibody titers and waning interest in further boosting. While the abatement of COVID19-related public health measures represents a long-awaited restoration of our economic and civic life, we are reminded of our duty to redouble efforts to protect those who cannot access the benefits of even the available vaccines. These diverse, vulnerable populations include immunocompromised patients, very young children, and those who cannot receive vaccination for medical reasons.

Vaccines and naturally created antibodies against SARS-CoV-2 face limitations intrinsic to human immune biology, as well as human psychology. While developing vital but imperfect resilience via a combination of vaccination and naturally acquired immunity, we continue to face an unacceptable ongoing rate of severe disease, death, and multisystem manifestations of long COVID19. For example, recent studies suggest that even mild COVID19 is a risk factor for life-changing complications such as deep vein thromboses, pulmonary emboli, and bleeding. Meanwhile, immune imprinting (or “original antigenic sin”) means that after two years of COVID19 we, as a population, have developed a complex, heterogeneous immunity to which new variants can be much less susceptible.

Here’s the bottom line: To be truly free, to return to a state of epidemiological equilibrium that more resembles our pre-2020 lives we must create a standing repository of safe, effective, off-the-shelf prophylactics and therapies that are broadly protective, more convenient, more durable, and more accessible for a larger population than afforded by currently available solutions. This expanded set of choices would represent a necessary, positive sum outcome wholly compatible with existing tools. And such a standing repository would ideally anticipate and address not just novel SARS-CoV-2 variants, but also other respiratory viruses that operate at lower social burden but share similar features, including RSV and influenza.

To that end, Adagio represents the “adaptive durable response” platform the world needed at the outset of this pandemic and, in fact, has never needed more than now. Adagio’s technology platform is equipped with unique rapid-discovery and superior engineering capabilities, and can therefore generate a suite of durable solutions to protect against rapidly mutating viral threats such as COVID19. This mission is bold and it is broad, and the competitive position of Adagio technology is unique in the biopharmaceutical industry. The recently disclosed pivotal data for adintrevimab has given us a glimpse of the power of just a single engineering campaign.

As humanists, technologists, and venture capital investors, we believe that patient, mission-driven capital is best directed to solve the hardest problems; to support the best technologies and scientific genius to create more, and better, choices. Going forward, Adagio Therapeutics must grow into a strategic and operational posture that matches the scope of the opportunity and the power of its platform. Patients in need everywhere, and the company’s shareholders, deserve no less. Our successful proxy effort was intended to help advance this mission, and we will continue to monitor developments at Adagio with a view to supporting brisk progress.

We could not be more enthusiastic about the extraordinary opportunity that Adagio is presented with.

With best regards,

Ajay Royan

Managing General Partner and Founder

Mithril Capital Management LLC

Further Reading

June 29, 2022 PNAS A broad and potent neutralization epitope in SARS-related coronaviruses

June 27, 2022 Dr. Eric Topol’s Ground Truths The BA.5 Story

June 27, 2022 Nature Fast-evolving COVID variants complicate vaccine updates

June 23, 2022 Nature What Omicron’s BA.4 and BA.5 variants mean for the pandemic

April 6, 2022 BMJ Risks of deep vein thrombosis, pulmonary embolism, and bleeding after covid-19: nationwide self-controlled cases series and matched cohort study

About Mithril Capital

Mithril Capital is a family of long-term venture capital funds agnostic to sector and geography. We invest and partner with teams who use technology to build valuable and lasting businesses, often in industries long overdue for change. Founded in 2012 by Ajay Royan with Peter Thiel, Mithril is headquartered in Austin, Texas.

The statements made and opinions expressed herein solely reflect the personal views of the author and do not reflect the opinions, views and beliefs of Adagio or any other person. This is not a recommendation or solicitation to buy or sell any securities of Adagio. None of the author, Mithril or any of their respective affiliates make any representations regarding the accuracy or completeness of any of the information included herein, or any other representations. Individuals should consult with their own professional advisors prior to making any investment decisions with respect to Adagio. This is being provided to you for informational purposes only and does not constitute legal or other advice and may not be relied on for any purposes whatsoever.

The statements made and opinions expressed herein contain “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and can be identified by the use of, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “would,” “could” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe any objectives, plans or goals are forward-looking. The forward-looking statements are based on current intent, belief, expectations, estimates and projections regarding Adagio and projections regarding the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained herein.


Jonathan Gasthalter/Amanda Shpiner/Mark Semer

Gasthalter & Co.


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