Leading Independent Proxy Advisory Firm ISS Recommends Adamis Pharmaceuticals’ Stockholders Vote FOR Critical Proposals at Upcoming Annual Meeting
July 29 2022 - 08:00AM
GlobeNewswire Inc.
Adamis Pharmaceuticals Corporation (Nasdaq: ADMP) today
announced that Institutional Shareholder Services Inc. ("ISS"), a
leading independent proxy advisory firm, has recommended the
Company’s stockholders vote
FOR Proposal #2 and
Proposal #3 on the agenda at the upcoming Annual Meeting of
Stockholders (the “Annual Meeting”) on August 12, 2022. As a
reminder:
- Proposal #2 is a Proposal
to Authorize a Reverse Stock Split. Approval of this
proposal would grant the new Board of Directors (the “Board”)
discretion to determine whether to implement a Reverse Stock Split
and determine the appropriate timing and ratio. The primary reason
for this proposal is to ensure that the Company can meet Nasdaq’s
minimum $1.00 price requirement. In June, in response to the
Company’s commitment to take actions to cure a listing deficiency,
Nasdaq agreed to extend our period to regain compliance. Absent the
ability and discretion to implement a reverse stock split, there is
no assurance that our stock price will exceed the required Nasdaq
minimum, even if there are positive future developments. We believe
a delisting from the Nasdaq would undermine stockholders’ best
interests and be very detrimental to the Company’s future
prospects. WE URGE ALL STOCKHOLDERS TO VOTE FOR THIS
PROPOSAL!
- Proposal #3 is a Proposed
Amendment to Our Equity Incentive Plan. The availability
of employee equity plans is necessary to attract, motivate and
retain top talent. The proposal would remove the $3.00 minimum
share price from our existing 2020 equity incentive plan, which has
restricted the Company’s ability to issue new equity incentives as
part of total compensation. This proposal does not
propose any amendments or modifications to the Company’s prior 2009
equity incentive plan, which has terminated, or to any outstanding
options or other awards under that prior plan; it only proposes an
amendment to our current plan. In the current ultra-competitive job
market, the Company cannot compete for highly qualified personnel
without the ability to offer stock options or other equity
incentives. Management believes that stockholder support for this
proposal is necessary for the future success of the Company.
WE URGE ALL STOCKHOLDERS TO VOTE FOR THIS
PROPOSAL!
David J. Marguglio, Chief Executive Officer and Director,
commented:
“We are pleased that ISS, a leading independent
proxy advisory firm, has recommended stockholders vote for these
two critical proposals at our upcoming annual meeting. Our
refreshed Board and rebuilt management team believe that
stockholders need to support these critical proposals at the Annual
Meeting in order to give the Company a chance to survive and
ultimately pursue long-term value creation. We fully appreciate
stockholders’ concerns about future dilution, and are committed to
acting judiciously to preserve value. It is not our intention to
effect a reverse split immediately after the Annual Meeting even if
the reverse split proposal is approved; instead, we intend to
evaluate the share price relative to and in light of potential
future developments or events and to only take actions that we
believe are in stockholders’ best interests.”
The deadline for stockholders to vote (or change their vote) is
11:59 p.m. PT on August 11, 2022.
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. The
Company’s ZIMHI™ (naloxone) Injection product is approved
for the treatment of opioid overdose. Tempol is in development for
the treatment of patients with COVID-19 and a Phase 2/3 clinical
trial is underway. For additional information about Adamis
Pharmaceuticals, please visit our website and follow us
on Twitter and LinkedIn.
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 statements
concerning the Company’s future operations and activities. 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. In addition,
forward-looking statements concerning our anticipated future
activities assume that we have sufficient funding to support such
activities and continue our operations and planned activities. 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, 2021, 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.
Additional Information and Where to Find It
In connection with the Company’s 2022 annual meeting of
stockholders described above (the “Annual Meeting”), the Company
filed a definitive proxy statement (the “Proxy Statement”) with the
Securities and Exchange Commission (the “Commission”) on July 7,
2022. This press release does not contain all the information that
should be considered concerning the matters to be considered at the
Annual Meeting, including the reverse stock split proposal, and is
not intended to form the basis of any investment decision or any
other decision in respect of such matters. The Company’s
stockholders and other interested persons are advised to read the
Proxy Statement and other documents filed in connection with the
Annual Meeting, as these materials contain important information
about the Company and the proposals to be considered at the Annual
Meeting. The Company’s stockholders may also obtain copies of the
Proxy Statement and other documents filed with the Commission,
without charge, at the Commission’s website
at www.sec.gov, or by directing a request to the Company’s
corporate secretary c/o Adamis Pharmaceuticals Corporation, 11682
El Camino Real, Suite 300, San Diego, CA 92130.
Participants in Solicitation
The Company and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
Company’s stockholders with respect to the proposals to be
considered at the Annual Meeting. A list of the names of those
directors and executive officers and a description of their
interests in the Company is contained in the Company’s definitive
Proxy Statement for the Annual Meeting, which was filed with
the Commission and is available free of charge at
the Commission’s web site at www.sec.gov, as well as any
proxy supplement or amendments thereto. To the extent such holdings
of the Company’s securities may have changed since that time, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the Commission, to the extent
required by applicable laws.
Contacts
If you have any questions or need assistance voting your shares,
please call:
Saratoga Proxy Consulting LLC212.257.1311888.368.0379
Adamis Pharmaceuticals (NASDAQ:ADMP)
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