Asserts That Mr. Hammann — the Owner of Only
1,000 Shares — is Threatening the Company’s Strategic
Progress
Notes the Delaware Court of Chancery Denied
Mr. Hammann’s Effort to Stop the Company From Sending Stockholders
Proxy Materials and Holding its Annual Meeting as Scheduled
Urges Stockholders to Elect the Company’s
Highly-Qualified Directors on the WHITE Proxy Card at the July 16th Annual
Meeting
Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) today issued
the below letter to stockholders.
***
July 1, 2021
Dear Stockholders,
The Board of Directors (the "Board") appreciates your continued
investment in Adamis Pharmaceuticals Corporation ("Adamis" or the
"Company" or “we”). The Board also appreciates the feedback that
many stockholders have provided in recent weeks. As we work to
position Adamis for long-term success, please trust that this input
will be carefully assessed and factored into our go-forward
plans.
We are writing to you today to once again urge you to vote to
re-elect all five members of the Board at the Company’s upcoming
Annual Meeting of Stockholders (the “Annual Meeting”) on July 16,
2021. In our view, maintaining boardroom continuity can help the
Company achieve the following:
- Support the ongoing Food and Drug Administration (“FDA”) review
of our ZIMHI™ New Drug Application.
- Advance our Phase 2/3 trial for examining the effects of Tempol
on COVID-19.
- Support ongoing efforts to obtain government funding for
Tempol.
- Advance the Investigational New Drug for Tempol’s use in
radiation dermatitis.
- Demonstrate a further increase in SYMJEPI® sales.
- Maintain a strong capital position and healthy balance
sheet.
- Prioritize progress across our entire product pipeline.
Based on our decades of collective
experience in the biotechnology and pharmaceutical sectors, we
firmly believe that Adamis is nearing a promising inflection
point. We contend it is not the time to deviate from
these priorities. The progress we are beginning to catalyze for
SYMJEPI®, ZIMHI™ and now Tempol stems from months and years of
planning and work. This is the time to remain focused on – not pull
back from – the efforts we are undertaking.
Unfortunately, Jerald A. Hammann – a
holder of 1,000 shares with no industry expertise, no public
company experience and no articulated plan – is trying to remove
and replace 80% of your Board. We believe a more
effective way for stockholders to communicate concerns is to write
to the Company directly instead of seemingly throwing away a vote
on Mr. Hammann’s misguided effort.
We urge stockholders not to be misled for a number of reasons,
including:
- Mr. Hammann initially demanded a lucrative and unjusitified
paid consulting agreement – which would have been paid for with
stockholders’ capital – before he was even a stockholder of the
Company.
- Mr. Hammann threatened to make books and records demands and to
run a campaign against the Board if we did not quickly agree to
award him the demanded consulting agreement.
- Mr. Hammann has no operating experience in the biotechnology or
pharmaceutical sector.
- Mr. Hammann has no experience as a director or executive of a
public company.
- Mr. Hammann has a history of filing serial lawsuits and being a
vexatious litigator.
- Mr. Hammann submitted an untimely and invalid notice of
director nominations. His nominations will not be accepted at the
Annual Meeting.
- Mr. Hammann unsuccessfully sued the Company in an attempt to
delay the Annual Meeting and forced us to expend precious
stockholder capital on fending off litigation.
- Mr. Hammann has no plan for the Company.
We hope stockholders recognize that supporting Mr. Hammann’s
misguided campaign would be akin to taking what we believe is a
major risk. Rather than support a litigious stockholder that is
waging a costly and distracting battle with the Company, we urge
you to reject his efforts by voting to re-elect your current
Board.
Once again, we thank you for your investment in Adamis. We
firmly believe that the Company is on the right path now that we
have tangible pipeline momentum. Vote on the WHITE proxy card to elect our full
five-member slate and help us sustain the Company’s progress.
Sincerely,
The Adamis Board of Directors
***
PROTECT YOUR INVESTMENT IN ADAMIS – PLEASE
SIGN, DATE AND PROMPTLY RETURN THE WHITE PROXY CARD.
The Board urges you to carefully consider
the information contained in the Company’s proxy materials and cast
your vote on the WHITE proxy card.
- DO NOT download any blue proxy card provided by Jerald A.
Hammann.
- DO NOT return any blue proxy card to Jerald A. Hammann even as
a protest vote against his campaign.
- DO NOT respond to any email or phone solicitations from Jerald
A. Hammann.
CONTACT THE COMPANY’S PROXY SOLICITOR AT
INFO@SARATOGAPROXY.COM OR (888) 368-0379 IF YOU HAVE ANY
QUESTIONS REGARDING THE ANNUAL MEETING OR HOW TO VOTE.
***
About Adamis
Pharmaceuticals
Adamis Pharmaceuticals Corporation is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
allergy, opioid overdose, respiratory and inflammatory disease. The
Company’s SYMJEPI (epinephrine) Injection products are approved by
the FDA for use in the emergency treatment of acute allergic
reactions, including anaphylaxis. Adamis’ naloxone injection
product candidate, ZIMHI, for the treatment of opioid overdose is
currently under FDA review. Adamis is developing additional
products, including treatments for acute respiratory diseases, such
as COVID-19, influenza, asthma, and COPD. The company’s subsidiary,
US Compounding Inc. (“USC”), compounds sterile prescription drugs,
and certain nonsterile drugs for human and veterinary use by
hospitals, clinics, surgery centers, and vet clinics throughout
most of the United States. For additional information about Adamis
Pharmaceuticals, please visit www.adamispharmaceuticals.com.
Forward Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements include those that express
plans, anticipation, intent, contingencies, goals, targets or
future development and/or otherwise are not statements of
historical fact. These statements relate to future events or future
results of operations, including, but not limited to the following
statements: the Company’s beliefs concerning the safety and
effectiveness of Tempol and the Company’s other product candidates;
the timing of commencement or completion of any studies or trials
relating to Tempol and the availability of funding for studies or
trials; the results of any studies or trials that the Company may
conduct relating to Tempol; the Company’s ability to successfully
commercialize the products and product candidates described in this
press release, itself or through commercialization partners, and
the Company’s beliefs concerning the commercial success of its
products; future regulatory actions relating to the Company’s New
Drug Application (“NDA”) relating to its ZIMHI product; the
Company’s beliefs concerning the benefits, enforceability, and
extent of intellectual property protection afforded by patents and
patent applications that it owns or has licensed and its rights
under applicable license agreements, and its ability to enforce its
patents and other intellectual property rights against third
parties; the Company’s expectations concerning future growth;
expectations and statements about the Company’s strategies,
objectives, future goals and achievements; and other statements
concerning our future operations, activities and financial results.
These statements are only predictions and involve known and unknown
risks, uncertainties, and other factors, which may cause Adamis’
actual results to be materially different from the results
anticipated by such forward-looking statements. There can be no
assurances regarding the outcome of trials or studies relating to
Tempol or that Tempol will be found to be safe and effective in the
treatment of COVID-19 or any other indication. There can be no
assurances that future sales of SYMJEPI will meet our expectations.
There can be no assurances regarding the timing or outcome of the
FDA’s review of our resubmitted NDA relating to ZIMHI, or that the
Company will be able to successfully take any actions or develop
any additional information that the FDA may require in connection
with its review of the resubmitted NDA for ZIMHI. There can be no
assurances that the FDA will consider the Company’s responses
included in the resubmitted NDA relating to ZIMHI as satisfactory,
or that the product will be able to compete successfully in the
market if approved and launched. The Company may not achieve one or
more of the future goals described in the press release either
within the anticipated time periods or at all. In addition, as
previously disclosed, each of the Company and USC previously
received a subpoena from the U.S. Attorney’s Office for the
Southern District of New York issued in connection with a criminal
investigation. Accordingly, all forward-looking statements are
subject to the outcome of this investigation, as well as the
related investigation being conducted by the Company’s Audit
Committee. We cannot assess the impact of each factor on our
business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements. You should not place
undue reliance on any forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which it is
made, and except as may be required by applicable law, we undertake
no obligation to update or release publicly the results of any
revisions to these forward-looking statements or to reflect events
or circumstances arising after the date of this press release.
Certain of these risks and additional risks, uncertainties, and
other factors are described in greater detail in Adamis’ filings
from time to time with the SEC, including its annual report on Form
10-K for the year ended December 31, 2020 and subsequent filings
with the SEC, which Adamis strongly urges you to read and consider,
all of which are available free of charge on the SEC's web site at
http://www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210701005491/en/
Saratoga Proxy Consulting John Ferguson / Ann Marie Mellone,
212-257-1311 jferguson@saratogaproxy.com /
amellone@saratogaproxy.com MKA Charlotte Kiaie, 646-386-0091
ckiaie@mkacomms.com
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