FSD Pharma Commences Proceedings Against Dissident Shareholders
March 31 2021 - 5:00PM
Business Wire
- Proceedings intended to appeal elements of
Ontario Commercial List decision and challenge dissidents over
material conflicts of interest and disclosure deficiencies
-
FSD Pharma Inc. (Nasdaq: HUGE) (CSE: HUGE) (“FSD Pharma” or the
“Company”) today announced that it has commenced an application in
the Ontario Superior Court seeking orders from the Court about the
conduct of FSD’s annual general and special meeting of shareholders
currently scheduled for May 14, 2021 (the "Annual Meeting").
The Notice of Application arises from a proxy solicitation that
a group led by Mr. Zeeshan Saeed (a former director) and Mr.
Anthony Durkacz (a current director) have initiated with the intent
of removing the current board of directors (the “Board”) and
replacing the Board with a new slate of directors. In particular,
the Notice of Application asserts that the purpose behind the proxy
solicitation is to gain control of the Board in order to have FSD
acquire a start-up notionally in the psychedelics sector but with
no apparent track record (the “Start-Up”). The Notice of
Application asserts that Mr. Durkacz and other dissident
shareholders have substantial interests in the Start-Up which they
have not disclosed adequately or at all to FSD's shareholders or to
the Board, in contravention of applicable law.
The application seeks to ensure that Mr. Durkacz and the
dissident shareholder group are transparent about their interests
in the Start-Up and asks the Court to order them to correct any
misleading disclosure in that regard. The application also seeks to
restrain Mr. Durkacz and Mr. Saeed from voting at the Annual
General Meeting as a result of their conflict of interest.
FSD is also appealing the decision of Justice McEwen dated March
5, 2021. The decision, among other things, (i) set the Annual
General Meeting of FSD for May 14, 2021 and (ii) restricted the
voting of certain shares at the Annual General Meeting. FSD Pharma
is appealing both aspects of the decision and has asked the Court
to hear the appeal on an expedited basis.
At present, the record date for the Annual Meeting is April 14,
2021, the Annual Meeting date is May 14, 2021, and the Company's
proxy materials are expected to be mailed to shareholders on or
before April 23, 2021. The Company will keep shareholders informed
of any changes to the foregoing dates, including as a result of the
above-referenced court proceedings.
About FSD Pharma
FSD Pharma Inc. (www.fsdpharma.com) is a publicly-traded holding
company.
FSD BioSciences, Inc., a wholly-owned subsidiary, is a specialty
biotech pharmaceutical R&D company focused on developing over
time multiple applications of its lead compound, ultramicro PEA by
down-regulating the cytokines to effectuate an anti-inflammatory
response.
The Company filed an IND with the FDA on August 28, 2020 and was
approved on September 25, 2020 to initiate a phase 2 clinical trial
for the use of FSD201 to treat COVID-19, the disease caused by the
SARS-CoV-2 virus. The trial is currently underway and is expected
to randomize 352 patients in a controlled, double-blind multicenter
study.
Severe COVID-19 is characterized by an over-exuberant
inflammatory response that may lead to a cytokine storm and
ultimately death. The Company is focused on developing ultra-micro
PEA for its anti-inflammatory properties to avoid the cytokine
storm associated with acute lung injury in hospitalized COVID-19
patients.
The Company is not making any express or implied claim that its
product has the ability to eliminate, cure or contain the COVID-19
(or SARS-2 Coronavirus) infection at this time.
Forward-Looking Statements
Neither the Canadian Securities Exchange nor its regulation
services provider accept responsibility for the adequacy or
accuracy of this press release.
Certain statements contained in this press release constitute
“forward-looking information” and “forward-looking statements”
within the meaning of applicable Canadian and U.S. securities laws
(collectively, “Forward-Looking Information”). Forward-Looking
Information includes, but is not limited to, information with
respect to FSD Pharma’s strategy, plans or future financial or
operating performance, receipt of any FDA or other regulatory
approvals, the completion of any trials regarding the use of FSD201
to treat COVID-19 or to treat canine and feline gastrointestinal
diseases, the safety of FSD201 or whether FSD201 may be effective
in treating COVID-19 or to treat canine and feline
gastro-intestinal diseases, the costs associated with such planned
trials and our belief that we have sufficient cash to complete any
clinical trials or studies with respect to the foregoing, our
ability to obtain required funding and the terms and timing
thereof. The use of words such as “budget”, “intend”, “anticipate”,
“believe”, “expect”, “plan”, “forecast”, “future”, “target”,
“project”, “capacity”, “could”, “should”, “focus”, “proposed”,
“scheduled”, “outlook”, “potential”, “estimate” and other similar
words, and similar expressions and statements relating to matters
that are not historical facts, or statements that certain events or
conditions “may” or “will” occur, are intended to identify
Forward-Looking Information and are based on FSD Pharma’s current
beliefs or assumptions as to the outcome and timing of such future
events. Such beliefs or assumptions necessarily involve known and
unknown risks and uncertainties, including relating to the outcome
of the above-referenced legal proceedings, that could cause actual
results to differ materially from those expressed or implied in
such Forward-Looking Information. Certain of these risks and
uncertainties are described in the Company’s continuous disclosure
filings available under the Company’s SEDAR profile at
www.sedar.com and under the Company’s EDGAR profile at www.sec.gov.
Forward-Looking Information is not a guarantee of performance. The
Forward-Looking Information contained in this press release is made
as of the date hereof, and FSD Pharma is not obligated to update or
revise any Forward- Looking Information, whether as a result of new
information, future events or otherwise, except as required by law.
Because of the risks, uncertainties and assumptions contained
herein, investors should not place undue reliance on Forward
Looking-Information. The foregoing statements expressly qualify any
Forward-Looking Information contained herein.
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version on businesswire.com: https://www.businesswire.com/news/home/20210331005992/en/
Donal Carroll, Chief Financial Officer, FSD Pharma Inc.
Dcarroll@fsdpharma.com
Investor Relations IR@fsdpharma.com
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