Adherium Limited (ASX: ADR) Announces Advisory Agreement with Stralis Capital Partners

Adherium Limited (ASX: ADR), a digital health company, has entered into an advisory agreement with Stralis Capital Partners. This represents an important step in the company’s capital management initiatives. The Adherium Stralis Capital equity raising partnership is intended to position the company for improved access to institutional investors and professional execution of funding activities within the digital health sector.

This appointment grants Stralis Capital exclusive lead manager rights for any equity capital raising over the forthcoming six months, providing Adherium with specialist expertise. This support aims to facilitate both early option exercises and the broader capital markets approach. The agreement became effective on 17 November 2025, noting that advisory services had commenced on 24 October 2025.

What Are the Implications of the Adherium Advisory Agreement for Investors?

The engagement of Stralis Capital Partners represents an important milestone for Adherium shareholders. It demonstrates the company’s commitment to optimising its capital structure and accessing growth funding through professional advisory services. This ASX announcement provides investors with an investor update on the company’s efforts. Under the detailed agreement, Stralis Capital will provide ongoing capital markets advice to the Board, assist with market and investor communications, support register transition activities, and advise on the structure and execution of potential equity capital raisings.

Key Benefits include:

• Board Consultation: Ongoing consultation on Adherium capital management initiatives.
• Capital Markets Expertise: Professional guidance on equity raising structures and execution.
• Investor Relations: Improved market and investor communication support.
• Register Management: Assistance with shareholder transition activities.
• Lead Manager Rights: Six-month exclusivity for equity capital raising activities.

The engagement is intended to provide Adherium with access to specialist advice and execution capability. This aims to ensure professional standards, as expected by institutional investors, while maintaining flexibility for future corporate actions.

How Will Adherium’s Share-Based Advisory Fee Structure Operate?

As consideration for the services provided, Adherium intends to issue Stralis Capital 15 million fully paid ordinary shares, representing an agreed value of $75,000, with a deemed issue price of $0.005 per share. This share-based compensation structure reflects financial management priorities observed among growth-stage digital health companies.

The company proposes to issue the Advisory Fee Shares under its Listing Rule 7.1 placement capacity, unless shareholder approval is required or elected to be sought. If shareholder approval is required for the share issue and is not obtained, the company will instead pay a cash fee of $75,000.

Rationale for Share-Based Compensation:

• Cash preservation for core operational activities and research development.
• Alignment advantages through a shared success model and long-term partnership incentives.
• An approach increasingly common in the digital health sector funding landscape.
• Conservative equity valuation reflecting current market conditions.

The Advisory Fee Shares will rank equally with all existing fully paid ordinary shares on issue. Furthermore, a cleansing notice under section 708A(5) of the Corporations Act will be released if the Advisory Fee Shares are issued without shareholder approval.

What Are the Implications of Adherium’s Capital Management Initiatives for the Digital Health Sector?

Capital management in the digital health sector involves optimising a company’s funding structure. This supports technological development, market expansion, and regulatory compliance requirements. For companies such as Adherium, effective capital management is critical due to the distinct characteristics of the medical technology sector.

Industry-Specific Capital Requirements include:

• Technology Development Costs: Continuous innovation necessitates sustained investment in research and development.
• Regulatory Pathways: Medical device approvals require notable capital reserves for clinical trials and compliance.
• Market Expansion: Global rollout of digital health solutions requires substantial funding for international operations.
• Competitive Positioning: Companies with strong capitalisation can pursue market opportunities and partnerships efficiently.

The Adherium Stralis Capital equity raising initiative provides the company with professional expertise to navigate these intricate capital management requirements. It aims to enhance shareholder value and reduce dilution through effective transaction structuring.

What Are the Terms and Conditions of the Advisory Agreement?

The engagement agreement establishes a detailed framework for ongoing capital markets advisory services with clearly defined terms and conditions. The agreement is set to continue until the issuance of shares in connection with the completion of the early option exercise, providing flexibility for both parties while aiming to ensure service continuity.

Agreement Structure includes:

• Effective Date: 17 November 2025 (services commenced 24 October 2025).
• Duration: Until completion of early option exercise activities.
• Termination Rights: Either party may terminate at any time.
• Fee Protection: Stralis Capital is entitled to accrued fees and expense reimbursement upon termination.
• Lead Manager Exclusivity: A six-month period for any equity capital raising activities.

Regulatory Compliance:

The Advisory Fee Shares will rank equally with all existing fully paid ordinary shares on issue. Stralis Capital Partners is not a related party of the company for the purposes of the Corporations Act or the ASX Listing Rules, ensuring adherence to regulatory requirements. Additionally, the company intends to update the market once the Advisory Fee Share issue date is finalised, maintaining transparency in the execution of the advisory arrangement.

How Does Adherium’s Market Position Support Future Capital Raising Activities?

Adherium’s established market position in connected respiratory medical devices provides a robust foundation for capital raising activities under Stralis Capital’s guidance. The company reports over 180,000 Hailie® devices sold globally, indicating market adoption and commercial traction.

Market Position includes:

• Global Device Deployment: Over 180,000 units sold worldwide, establishing market presence and validation.
• Integrated Platform Solution: A digital health ecosystem with scalable technology infrastructure.
• Healthcare Provider Access: Remote monitoring and adherence solutions supporting reimbursement-backed revenue streams.
• Technology Development: Advanced sensor and API integration capabilities that contribute to barrier to entry protection.

Hailie® Platform Capabilities:

The Hailie® solution includes a suite of integration tools designed to enable the capture and sharing of health data via mobile and desktop apps. This comprises Software Development Kit (SDK) and Application Programming Interface (API) integration tools, alongside Adherium’s own range of sensors connected to respiratory medications. This platform approach aims to provide multiple revenue streams and partnership opportunities, supporting the rationale for the Adherium Stralis Capital equity raising partnership.

What is the Expected Timeline for Adherium Capital Raising Activities?

The six-month exclusivity period for Stralis Capital’s lead manager rights establishes a clear structure for upcoming capital management activities. This aims to provide investors with visibility into potential corporate actions and funding initiatives.

Expected Activity Timeline:

• Immediate (November-December 2025): Early option exercise execution with professional oversight.
• Short-term (January-February 2026): Market communication improvement and register transition support.
• Medium-term (March-May 2026): Equity raising preparation and institutional investor engagement.
• Ongoing (Six-month period): Continuous advisory and capital optimisation services.

Market Communication:

Stralis Capital’s expertise in market and investor communications is expected to improve Adherium’s engagement with institutional investors. This approach to investor relations supports effective capital raising outcomes and potentially improved share price dynamics. The company maintains a current market capitalisation of approximately $9.69 million with 2.42 billion shares on issue and a cash position of $52,000 as at 31 October 2025. These figures underscore the importance of successful Adherium capital management initiatives.

How Does This Partnership Position Adherium for Growth?

The partnership with Stralis Capital is intended to position Adherium to capitalise on notable growth opportunities within the global digital health market. This applies particularly to connected respiratory medical devices and remote patient monitoring solutions.

Growth Factors include:

• Professional Capital Management: Improved capability to execute complex financial transactions and optimise funding structures.
• Institutional Investor Access: Enhanced positioning for engagement with sophisticated investors and healthcare-focused funds.
• Advisory Support: Board-level consultation on capital allocation and expansion opportunities.
• Market Communication: Professional investor relations support to improve market awareness and valuation recognition.

Digital Health Market Landscape:

The global digital health market continues to expand, driven by increasing healthcare costs, aging populations, and technology adoption by healthcare providers. Adherium’s established position with over 180,000 connected devices provides a robust foundation to capture additional market share through expansion initiatives. The Hailie® solution’s design aims to provide visibility to healthcare providers of medication use history. This enables a better understanding of patterns in patient respiratory disease, potentially creating value-added services that support premium pricing and recurring revenue models.

What Regulatory Considerations Apply to the Adherium Stralis Capital Equity Raising?

The Adherium Stralis Capital equity raising initiative operates within a detailed regulatory framework. This aims to ensure compliance with Australian corporations law and ASX listing requirements. The company has structured the arrangement to meet all necessary regulatory obligations while aiming to provide flexibility for execution.

Regulatory Compliance Elements include:

• Listing Rule 7.1 Placement Capacity: Proposed issue structure under existing capacity provisions.
• Corporations Act Compliance: Section 708A(5) cleansing notice if required for share issue without approval.
• Related Party Assessment: Confirmation that Stralis Capital is not a related party under relevant legislation.
• Market Disclosure: Transparent communication of all material terms and conditions.

However, if shareholder approval becomes necessary and is not obtained, the company maintains the option to pay the cash fee of $75,000.

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