Shareholder Update December 2025

Shareholder Update β€” Q4 2025

OptiRTP Limited | Prepared for Shareholders | December 2025 | CONFIDENTIAL

$236B
Patent Cliff Exposure
Facing Our Target Partners
$12.7B
Total OBST
Deal Opportunity
23
Target Drugs
Across 5 Partners

⚑ Key Takeaways (60-Second Summary)

πŸ’Š
The Opportunity: 5 pharma companies face $236B in patent cliffs by 2030. They need solutions now.
βœ…
Our Solution: OBST makes drugs more tolerable, enabling new patents that extend protection 3-5 years.
πŸ’°
The Value: $9.69B in potential deal value across 7 payment streams β€” not just royalties.
πŸš€
The Status: Two introductions in progress through professional intermediaries. More discussions scheduled for Q1 2026.
πŸ“Š Understanding Our Deal Value Figures

$9.69B represents deal value across 23 drugs currently in our target portfolio.

$12.7B includes ~15 additional drugs identified for potential expansion with the same five partners (see GTM Strategy Document, Table 19).

Letter from the Founder

Dear Shareholders,

Between 2025 and 2030, five pharmaceutical companies face $236 billion in patent cliff exposure β€” and they're looking for solutions.

In our last update, we shared that early discussions had begun with pharmaceutical companies exploring combination-therapy opportunities. Since then, those conversations have continued to develop β€” and we wanted to give you a clearer picture of exactly what's at stake and why the timing is so significant.

Several years ago, we began exploring the potential for Optimum Bio Sound Therapy (OBST) as a complementary therapy to support individuals undergoing chemotherapy. Feedback from users suggested that OBST was helping them manage aspects of recovery and wellbeing during treatment. While the technology wasn't yet ready to scale, we knew this area held immense promise.

That foundation is now paying off.

We've recently received interest from pharmaceutical companies exploring combination-therapy opportunities that could leverage our medical device platform to enhance therapeutic efficacy and improve patient tolerability. Two introductions are in progress through professional intermediaries, with further discussions scheduled for Q1 2026.

I appreciate that some investors may have concerns about supporting pharmaceutical companies, when our focus has been β€” in some ways β€” around producing an alternative. However, while our technology has helped many people, we have not always done it alone. When working alongside OBST subscribers, their progress has often been in combination with healthcare professionals, pharmacology, and support from OBST. We have always been complementary to care, not a replacement for it. Our technology works best in collaboration with healthcare professionals, pharmacology, and structured treatment pathways.

We also remain extremely focused on the larger, affordable global population market. This has always been our mission β€” delivering clinical-grade outcomes direct to households at accessible price points. The pharmaceutical partnerships we are pursuing will help accelerate this goal.

Revenue from pharma deals will fund our expansion and support developing our own Android OS and OEM Earbud manufacturing ability and the development of our own broadcast model hardware β€” i.e. 1 device to many users. This in turn will allow us to make the system more affordable where it is desperately needed. In this way, partnering with pharma doesn't take us away from our mission β€” it helps us achieve it faster and at greater scale.

These are not speculative conversations. The pharmaceutical industry faces non-negotiable patent expiry deadlines. Companies must act now to initiate clinical trials and secure new intellectual property before their windows close.

In this update, we'll explain:

  • The $236 billion problem facing our target partners
  • How OBST provides a solution worth $12.7 billion in deal value
  • Our five priority pharmaceutical partners and 23 target drugs
  • The current status of our discussions
  • Our US expansion plans for Q1 2026

When we started OptiRTP, we focused on helping individuals manage pain, recovery, and sleep. That work β€” and the FDA Class I registration it achieved β€” has positioned us for something far larger.

Thank you for your continued support.

🎯
We remain firmly committed to our core priorities:
VA clinical trials for veterans with phantom limb pain and PTSD β€’ US Resonote launch β€’ Our path toward IPO (subject to market conditions and achieving key milestones) β€’ Building direct sales channels in the US market
🀝
Want to be part of this? We are offering a referral fee for introductions to senior decision-makers at our five target pharmaceutical partners. β€” See details at the end of this update.

Bogdan Anich

Founder / Director / Chief Technical Officer

OptiRTP Limited

bogdan.anich@optirtp.com

WE ASPIRE TO BECOME THE DOLBY OF DRUG TOLERABILITY

Dolby doesn't make movies β€” Dolby makes movies sound better.

OBST doesn't make drugs β€” OBST makes drugs tolerable.

⚠️ IMPORTANT NOTICE β€” FORWARD-LOOKING STATEMENTS: This document contains forward-looking statements regarding potential pharmaceutical partnerships, deal values, and strategic opportunities. These figures represent illustrative projections based on publicly available market data and internal modelling β€” they do not represent secured agreements, binding commitments, or guaranteed outcomes. No deals have been finalised. We have received initial expressions of interest and are engaged in preliminary discussions with potential partners. All negotiations are subject to due diligence, regulatory approval, board approval, and definitive agreement execution. Actual results may differ materially from those projected. OptiRTP Limited is being advised by Dentons, a leading global law firm, which currently advises founder Bogdan Anich on patent strategy and intellectual property matters. For New Zealand corporate counsel, OptiRTP Limited engages Buddle Findlay to handle commercial agreements, corporate governance, and regulatory compliance. Specialist partnership structuring and international deal documentation will be supported by appropriate counsel as negotiations progress. Shareholders should not rely on forward-looking statements as predictions of future performance. Past performance is not indicative of future results. This document does not constitute an offer to sell or a solicitation of an offer to buy any securities.

Section 1: The $236 Billion Problem

What is a Patent Cliff?

Pharmaceutical companies invest billions of dollars and 10-15 years to develop new drugs. In exchange, they receive patent protection β€” typically 20 years from filing β€” during which they have exclusive rights to sell the drug at premium prices.

When patents expire, generic manufacturers can enter the market with equivalent drugs at a fraction of the price. This is called the "patent cliff" β€” and when a drug falls off the cliff, revenues can collapse by 70-90% within months.

Between 2025 and 2030, our five target pharmaceutical partners face $236 billion in total patent cliff exposure.

$236B
Total Exposure
(2025-2030)
$111B
Drug Sales
At Risk
70-90%
Revenue Loss
Post-Patent
23+
Blockbuster
Drugs at Risk

Key Drugs Facing Patent Cliffs

Drug Company 2024 Sales US Patent Expiry
Keytruda Merck $29.50B 2028
Eliquis BMS $13.30B April 2028
Opdivo BMS $9.30B 2028
Ocrevus Roche $8.50B 2027-2028
Tecentriq Roche $4.00B ~2030
Enbrel Amgen $3.80B 2028
Pomalyst BMS $3.55B 2024-2027
Jakafi Incyte $2.80B Dec 2028

Section 2: The OBST Solution

What is OBST?

OBST (Optimum Bio Sound Therapy) is an FDA Class I registered medical device that delivers therapy through sound frequencies via the eardrum. The platform measures recovery through HRV (heart rate variability), sleep architecture, and autonomic stability β€” providing measurable, data-driven outcomes for regulatory and payer validation.

How OBST Extends Patents

When a pharmaceutical company runs clinical trials combining their drug with OBST, they can demonstrate improvements in patient tolerability β€” specifically in areas such as nausea, mucositis, fatigue, and sleep disruption.

These clinical results enable the company to file for new method-of-use patents on the combination therapy (Drug + OBST). This creates new intellectual property that can extend patent protection by 3-5 years beyond the original expiry date.

OBST is designed as a complementary therapy β€” it enhances the effectiveness of existing treatments rather than replacing them. This collaborative approach aligns with how pharmaceutical companies already think about combination therapies and supportive care.

1
Drug Nearing Patent Cliff
Original patent protection ending within 3-5 years
2
OBST Integration
Device protocol designed to reduce specific side effects
3
Clinical Validation
Trials demonstrate improved tolerability outcomes
4
New Patent Filed
Combination therapy receives new patent protection
5
Extended Protection
3-5+ additional years of market exclusivity

The Value Proposition

For a drug like Keytruda generating $29.5 billion annually, even preserving 15% of revenue for an additional 5 years represents billions in protected sales. The investment required for OBST clinical trials is a fraction of the protected value β€” creating compelling ROI for pharmaceutical partners.

πŸ“Š
Source: OBST Extension Economics Model. Parameters based on BiopharmaVantage 2025 Valuation Guide (8% WACC) and KPMG IP licensing benchmarks.
🏒
Corporate Structure: All transactional deals relating to patent extensions will be handled via OptiRTP Limited and, once established, managed and operated via Resonote BioTech Inc. (DE) USA. The majority of each contract will be paid to OptiRTP as the holder of the IP, with a portion (still to be calculated) allocated to Resonote BioTech. Ongoing revenue from the subscription base will continue as outlined in the NZ-US Financials (November 2025).

Section 3: Our Five Target Partners

We have identified five pharmaceutical companies as priority partners for OBST combination therapy discussions. These companies were selected because they face significant, quantifiable patent cliffs within the next five to seven years and are not yet in a pure run-off phase.

Merck (MSD)
1
Key Asset: Keytruda (pembrolizumab) β€” $29.50B in 2024 sales
Patent Status: US patent expiry 2028
Why They Need OBST: Keytruda is Merck's flagship asset and the world's best-selling drug. Fully patented with no biosimilars on market β€” ideal timing for OBST combination strategy.
OBST Opportunity ~$1.12B incremental NPV; Total deal value ~$1.39B
Bristol Myers Squibb
2
Key Assets: Opdivo ($9.30B), Eliquis ($13.30B), Pomalyst ($3.55B)
Patent Status: Opdivo EU LOE ~2026, US LOE 2028; Eliquis US expiry April 2028
Why They Need OBST: BMS has the highest exposure (64% of 2025 revenue at risk). Multiple drugs facing cliffs create urgency for portfolio-wide solutions.
OBST Opportunity Combined ~$0.51B NPV; Total deal value ~$2.21B across 4 drugs
Roche / Genentech
3
Key Assets: Tecentriq ($4.00B), Kadcyla ($2.20B), Ocrevus ($8.50B)
Patent Status: Tecentriq key IV patent ~2028, broader US LOE ~2030; Ocrevus patent expiry 2027-2028
Why They Need OBST: Roche is developing SC Tecentriq to extend protection β€” OBST offers additional IP pathway. Ocrevus treats MS with direct neuromodulation alignment.
OBST Opportunity Combined ~$0.21B NPV; Total deal value ~$2.18B across 5 drugs
Amgen
4
Key Assets: Blincyto ($1.22B), Enbrel ($3.80B), Otezla ($2.50B)
Patent Status: Blincyto US method patents expiring 2027; Enbrel and Otezla patent expiry 2028
Why They Need OBST: 42% exposure across bone health and autoimmune portfolio. Enbrel and Otezla patients experience chronic pain and inflammation where OBST symptom management may differentiate combo therapy.
OBST Opportunity Combined ~$0.06B NPV; Total deal value ~$1.74B across 6 drugs
Incyte / Novartis
5
Key Asset: Jakafi/Jakavi (ruxolitinib) β€” $2.80B in 2024 sales
Patent Status: Earliest estimated US generic entry: 12 December 2028
Why They Need OBST: Precisely defined LOE timing creates clear window for OBST strategy. Dual-company dynamic (Incyte US, Novartis EU) may accelerate decisions.
OBST Opportunity ~$0.11B NPV; Total deal value ~$268M

Section 4: The Numbers

It's Not Just Royalties β€” 7 Payment Streams

Pharmaceutical partnership deals generate revenue through seven distinct payment areas β€” not just royalties on drug sales. Based on recent deal benchmarks (Merck-Eisai Lenvima, Otsuka-Click, Rani-Chugai 2025), the payment structure typically breaks down as follows:

1
Signing/Upfront Payment (~5%)
Cash on contract execution β€” immediate revenue
2
Pre-Clinical Milestone
Protocol accepted, pre-IND meeting cleared
3
Proof-of-Concept Milestones
First patient dosed + primary endpoint met
4
Pivotal Trial Milestones
Pivotal dosing + positive results (submission-ready)
5
Regulatory Approval
FDA + EMA (Europe) + PMDA (Japan) approvals
6
Commercial/Sales Milestones
Payments at $2B, $4B, $6B sales thresholds
7
Royalty/Profit-Share
20-25% of incremental operating profit during extension
πŸ’‘
Example β€” Keytruda (Merck):
$50-60M signing + $15-25M pre-clinical + $85-130M PoC + $120-180M pivotal + $120-180M regulatory + $200-275M sales milestones = $590-850M in milestones before royalties even begin.

This 7-area payment structure applies across all 23 target drugs with our five priority partners.

This means OptiRTP receives substantial cash payments throughout the development process β€” not just when drugs reach the market. Signing a single anchor partnership (e.g., Merck) could generate $50-60M in immediate revenue upon contract execution.

7-Area Payment Model β€” Grand Total

Payment Area Amount
1. Upfront Technology Access Fees $520.0M
2. RBT Development Budget (Ring-fenced) $564.0M
3. Clinical & Regulatory Milestones $3.93B
4. Sales / Extension Milestones $596.6M
5. Portfolio Expansion / Option Fees $599.0M
6. Strategic Equity Investment $807.5M
Subtotal (Non-Royalty) $7.02B
7. Running Royalties (Tiered 3%/5%/7%) $2.67B
GRAND TOTAL $9.69B
πŸ“Š
Note: OBST captures 11.64% of total extension value created β€” aligned with the 10-15% "platform premium" seen in comparable pharma deals.1

1 Platform premium benchmarks derived from: Merck-Eisai Lenvima collaboration ($300M upfront, up to $5.76B milestones); Otsuka-Click Therapeutics partnership ($10M upfront, $272M commercial milestones). Source: Blue Matter Consulting, "Deals Analysis: Biopharma 1H 2025".

Section 5: Current Status

Pharma Discussions

βœ…
Two introductions are in progress through professional intermediaries, with further discussions scheduled for Q1 2026.

These are not speculative conversations. The pharmaceutical industry faces non-negotiable patent expiry deadlines. Companies must act now to initiate OBST trials and secure new intellectual property before their windows close.

Priority Sequencing

Our go-to-market approach prioritizes discussions based on urgency and deal size:

  1. Merck (Keytruda) β€” Highest absolute value; 2028 US cliff creates urgency; anchor partnership
  2. Bristol Myers Squibb (Opdivo) β€” Second-largest opportunity; EU cliff in 2026 creates immediate timeline
  3. Amgen (Blincyto) β€” Method patents expiring 2027; most immediate IP window
  4. Incyte/Novartis (Jakafi) β€” Clear December 2028 date; dual-company dynamic may accelerate
  5. Roche (Tecentriq, Kadcyla) β€” Later cliffs (~2029-2030) allow longer development runway

US Expansion

As we secure additional funding from our current capital raise, we are finalising our Q1 2026 US trip. We will meet with economic development teams in Utah, Colorado, Virginia, and North Carolina to select our operational headquarters location.

We were honoured to be among a small group of companies invited to a private networking event for incoming New Zealand Ambassador Chris Seed, who will take up his post in the U.S. early next year. The Ambassador offered his full support β€” "anything I can do to help" β€” as OptiRTP enters the U.S. market.

We also recently met with the Economic Development Office of the State of Virginia, who have expressed strong interest in hosting our U.S. operational headquarters.

Section 6: What This Means For Shareholders

When we started OptiRTP, we focused on helping individuals manage pain, recovery, and sleep. That work β€” and the FDA Class I registration it achieved β€” has positioned us for something far larger.

From
Digital health company
helping individuals
β†’
To
Patent protection infrastructure
for the pharmaceutical industry

The Bottom Line

With $236 billion at risk across our five target partners, we believe the market dynamics create compelling reasons for partnership discussions.

Section 7: Mirrored Share Issue β€” Update

We want to reassure all shareholders that we are still progressing with the mirrored share issue into our US Delaware company, Resonote BioTech Inc.

We will be reaching out to you in the week of January 20, 2026 with details of the shareholder vote.

The slight delay has been due to the significant momentum we're experiencing across three key fronts:

  • Pharmaceutical Partnerships β€” Active discussions with two introductions in progress
  • VA Clinical Trials β€” Planning a randomized controlled trial with 180 veterans experiencing chronic phantom limb pain at the Charlie Norwood VA Medical Center in Augusta, Georgia. The study will include 120 active and 60 control participants over a 15-month period.
  • US Sports Market β€” Emerging opportunities in athletic recovery, leveraging our established relationships with elite New Zealand athletes including Olympic medallists, national team captains, and professional sports coaches

This momentum is exactly why the US entity structure matters β€” and we want to ensure the mirrored share arrangement is positioned to capture the full value of these opportunities for all shareholders.

πŸ“…
Expect shareholder vote details the week of January 20, 2026

Section 8: Shareholder Spotlight

Be Recognised: Shareholder Spotlight Page

We're adding a Shareholders' Page to the website β€” a simple but powerful way to show visitors who is behind OptiRTP and why they chose to invest.

We'd love to feature you too!

What we need:

  • A short quote on why you invested

There's absolutely no obligation, but this is a great chance to:

  • Show that you're part of a movement, not just a company
  • Help build trust and credibility for future investors
  • Be recognised as one of the people helping take this NZ innovation global
πŸ“§
Please send a short quote to Amber Kuys-Clarke β€” she'll get everything uploaded: amber.kuys-clarke@optirtp.com

Thank you for your continued support. The foundation we've built over years of careful, credible development is now opening doors we couldn't have imagined.

We'll keep you updated as discussions progress.

Bogdan Anich

Founder / Director / Chief Technical Officer

OptiRTP Limited

bogdan.anich@optirtp.com

Referral Programme

Want to be part of this? We are offering a referral fee for introductions to senior decision-makers at our five target pharmaceutical partners. This programme supplements our direct business development efforts and leverages our shareholders' professional networks.

Eligibility

The introduction must be to a senior decision-maker β€” specifically a Chief Executive, Board Member, or Executive Director β€” at the head office of Merck, Bristol Myers Squibb, Roche, Amgen, or Incyte/Novartis. We are not seeking introductions to regional offices or mid-level contacts.

Referrers must not be:

  • Current employees, contractors, or agents of the target pharmaceutical company
  • Government officials or employees of any government health agency
  • Persons with any undisclosed conflict of interest relating to the target company

Process

Before any introduction is made, we will assess the connection and execute a formal referral agreement documenting the terms and conditions. The referrer must:

  • Disclose their relationship to the target company and any potential conflicts of interest
  • Confirm they are not acting in violation of any employment, confidentiality, or non-compete obligations
  • Warrant that their participation does not violate any applicable anti-bribery or anti-corruption laws, including the US Foreign Corrupt Practices Act and UK Bribery Act

Payment

For any introduction that results in a signed partnership agreement, we will pay a referral fee of 2% of the upfront signing payment received by OptiRTP, up to a maximum of $1,200,000 per introduction. This payment is made after the pharmaceutical company has deposited funds into OptiRTP's account β€” you are paid from actual received capital, not projected figures. The upfront signing payment (Payment Stream #1 of our 7-area deal structure) is cash paid upon contract execution. Based on our modelling, upfront payments range from $5M–$60M, meaning referral fees could range from $100,000 to $1,200,000 per successful introduction. Referral fees are subject to applicable taxes; referrers are responsible for their own tax obligations.

No Guarantee

OptiRTP makes no guarantee that any introduction will result in a signed agreement. Referral fees are payable only upon successful contract execution and receipt of funds.

If you have a direct connection to C-suite or board-level executives at any of our target partners, please reach out.

Legal Notices

Governing Law: All referral arrangements are governed by New Zealand law. Any disputes arising from or relating to the referral programme shall be subject to the exclusive jurisdiction of the courts of New Zealand.

Anti-Bribery Compliance: OptiRTP Limited is committed to conducting business ethically and in compliance with all applicable anti-bribery and anti-corruption laws, including the US Foreign Corrupt Practices Act (FCPA), UK Bribery Act 2010, and New Zealand's Secret Commissions Act 1910 and Crimes Act 1961. Referrers must not offer, promise, or give any financial or other advantage to any person with the intention of inducing improper conduct. Any referral arrangement that could constitute or facilitate bribery or corruption is strictly prohibited and will result in immediate termination of the referral agreement without payment.

Conflicts of Interest: Referrers must disclose any actual or potential conflicts of interest, including but not limited to: financial interests in the target company, family or close personal relationships with target company executives, current or recent employment relationships, or any other circumstances that could influence the referrer's objectivity or create a perception of impropriety.

Confidentiality: All discussions regarding potential introductions and the terms of any referral agreement are confidential. Referrers must not disclose the existence or terms of any referral arrangement to the target pharmaceutical company or any third party without prior written consent from OptiRTP Limited.

No Agency: Referrers are independent parties and are not employees, agents, or representatives of OptiRTP Limited. Referrers have no authority to bind OptiRTP Limited to any agreement or obligation.

Formal Agreement: This summary is for informational purposes only and does not constitute a binding offer. The final referral agreement will include additional terms and conditions, including but not limited to: effective dates and expiration periods, introduction validity windows, exclusivity provisions, payment timelines, termination clauses, indemnification requirements, and other legal matters as determined by OptiRTP's legal counsel. All terms are subject to final contract execution.

Key Risks

Shareholders should be aware of the following risks associated with the pharmaceutical partnership strategy:

  • No partnership agreements have been signed. All figures are projections.
  • Pharmaceutical companies may choose alternative strategies to address patent cliffs.
  • Clinical trials required for combination therapy patents may not achieve desired endpoints.
  • Regulatory approval for method-of-use patents is not guaranteed.
  • Timeline for any potential deal is uncertain and may extend beyond projections.

Appendix: Sources & References

All data in this shareholder update has been verified against the following sources:

Patent Cliff and Market Data

  • Financial Times β€” "Big pharma's scramble over patent cliff will be costly" (Oct 29, 2025)
  • Financial Times β€” "The looming 'patent cliff' facing Big Pharma" (Jul 9, 2025)
  • GlobeNewswire β€” "Keytruda Market to Reach $26.6 Billion by 2030" (Apr 14, 2025)
  • Pharmaceutical Technology β€” "Keytruda remains Merck's biggest 2023 success story" (Feb 1, 2024)
  • MedicinMan β€” "Biologics Patent Cliff 2025-2029" (Jun 2025)

Patent Expiry Databases

  • DrugPatentWatch (drugpatentwatch.com)
  • GreyB Patent Analysis (greyb.com)
  • Synapse PatSnap

Pharma Deal Benchmarks

  • Merck-Eisai Lenvima collaboration β€” $300M upfront, up to $5.76B milestones
  • Rani-Chugai deal (Oct 2025) β€” $10M upfront, $75M dev milestones, $100M sales milestones
  • Otsuka-Click Therapeutics β€” $10M upfront, $272M commercial milestones
  • Blue Matter Consulting β€” "Deals Analysis: Biopharma 1H 2025"

Company Financial Reports

  • Bristol Myers Squibb FY 2024 Financial Results
  • Roche Annual Report 2024
  • Amgen Investor Relations β€” 2024 Results
  • Incyte Corporation Investor Relations β€” 2024 Results
  • BiopharmaVantage β€” 2025 Ultimate Pharma & Biotech Valuation Guide
πŸ“‹
Source: GTM Strategy Document, December 2025. Based on company financial reports, DrugPatentWatch, and patent expiry databases.