Item 8.01. Other Events
As previously disclosed, on July 9, 2019, Hedgepath, LLC
(“HPLLC”), a significant minority stockholder of Inhibitor
Therapeutics, Inc. (the “Company”) and an investment vehicle
associated with the Company’s former Executive Chairman, filed a
civil action captioned Hedgepath, LLC v. Magrab, et al.,
Civil Action Number 2019-0529-JTL, in the
Delaware Court of Chancery (the “Action”) against certain of the
Company’s current directors, its President and Chief Executive
Officer, and a former director (collectively the “Individual
Defendants”), as well as the Company’s majority stockholder, Mayne
Pharma Ventures Pty Ltd. (“Mayne Pharma”). On September 27,
2019, the Individual Defendants and Mayne Pharma each filed a
motion to dismiss the Action.
On December 3, 2019, HPLLC filed the Verified Amended and
Supplemental Complaint (the “Complaint”). As previously disclosed,
the Complaint asserts various claims, either directly on behalf of
HPLLC or derivatively on behalf of the Company, for alleged
breaches of fiduciary duty, violation of Delaware statute, waste,
fraudulent misrepresentation, declaratory judgment, and dilution of
stockholder equity, arising from or related to certain transactions
previously entered into between the Company and Mayne Pharma and
the Company’s statements related thereto. The Complaint seeks
unspecified damages, equitable and other relief.
On June 4, 2020, the Delaware Court of Chancery held a hearing
at which the separate motions of the Individual Defendants and
Mayne Pharma to dismiss the Complaint were presented. At the
conclusion of the hearing, the Court issued an oral ruling in which
it denied the motions and declined to dismiss all counts alleged in
the Complaint. Accordingly, the Action is anticipated to proceed in
the course typical for such litigation.
The Company continues to believe the Action is legally and
factually baseless, and the Individual Defendants intend to defend
themselves vigorously.
Cautionary Note on Forward-Looking Statements
This Current Report and any related statements of representatives
and partners of the Company contain, or may contain, among other
things, certain “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve significant risks and
uncertainties. Such statements may include, without limitation,
statements with respect to the Company’s plans, objectives,
projections, expectations and intentions and other statements
identified by words such as “projects,” “may,” “will,” “could,”
“would,” “should,” “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” or similar expressions. These
statements are based upon the current beliefs and expectations of
the Company’s management and are subject to significant risks and
uncertainties, including those detailed in the Company’s filings
with the Securities and Exchange Commission. Actual results
(including the results of the Action) may differ significantly from
those set forth in the forward-looking statements. These
forward-looking statements involve certain risks and uncertainties
that are subject to change based on various factors (many of which
are beyond the Company’s control). The Company undertakes no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
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