NEW
YORK, July 5, 2022 /PRNewswire/ -- Iroquois
Capital Management, LLC (together with its affiliates, "Iroquois"),
one of the largest stockholders of PharmaCyte Biotech, Inc.
("PharmaCyte", "PMCB" or the "Company") (NASDAQ:PMCB) with
beneficial ownership of approximately 6.3% of the outstanding
common stock of the Company, today provided the following statement
in response to certain actions recently taken by the Company, which
Iroquois believes are a thinly-veiled attempt to entrench the
incumbent directors on the Company's Board of Directors (the
"Board") ahead of an upcoming election contest for control of the
Board at the 2022 annual meeting of stockholders (the "2022 Annual
Meeting").
"Iroquois has been consistent in its view that change is needed
at PharmaCyte to ensure improved accountability from what, in our
opinion, is its dysfunctional Board and management that we believe
is beholden to Kenneth L. Waggoner,
the Company's Chairman of the Board, President, Chief Executive
Officer and General Counsel. We believe that Mr. Waggoner has
surrounded himself in the boardroom with his hand-picked appointees
who clearly lack credible capital markets and public company
directorship experience and who have failed to ever purchase a
single share of the Company's stock in the open market, unlike
Iroquois and certain of our independent nominees, some of whom have
now individually purchased more stock in the Company than the
current Board and management ever have during their entire
collective tenure. We believe this Board's dysfunction is directly
responsible for the Company's severe stock price underperformance,
constantly changing timelines and missed milestones with respect to
its Phase 2b clinical trial, dismal
corporate governance and investor communication practices and
misaligned executive compensation structure.
We are disappointed, but unfortunately not surprised, by the
Company's recent efforts through its counsel to block Iroquois'
access to customary stockholder list materials requested in
accordance with Nevada law, and to
which Iroquois is entitled to under Nevada law, which are needed to communicate
with fellow stockholders regarding our slate of highly qualified
director candidates for election at the 2022 Annual Meeting. We
would note that when we have seen these kinds of desperate actions
in the past, this type of gamesmanship is typically driven by hired
advisors who are enabled by members of management or the Board to
take whatever obstructionist tactics, however maligned and clearly
in contravention to well-settled corporate law, are needed to delay
stockholders' collective voice from being heard at an upcoming
election contest. To be clear, we see such obstructionist efforts
as nothing more than a mere distraction from a Board that falsely
heralds itself as being focused on creating value for stockholders
while it appears to privately act out of desperation, and we
reiterate our commitment to ensuring that no such actions by the
Board will be allowed to stop stockholders from having their voice
heard at the 2022 Annual Meeting.
To add insult to injury, despite the Company's failure to ever
present a framework to Iroquois in which Mr. Waggoner and his
hand-picked appointees would finally relinquish control of the
Board to make room for fresh perspectives and a group of
professionals with the requisite skillsets, experience, drive,
sense of accountability and demonstrated skin in the game needed to
turn the Company around, today the Company through its counsel
invited Iroquois' nominees for interviews, each conditioned upon
such nominees' completing lengthy questionnaires – which we highly
doubt any of the incumbent directors have been asked to complete –
in advance of such interviews. This is despite the fact that
our nomination notice was fully compliant with the Company's
governing documents and contained all of the information regarding
such nominees that will ultimately be required to be set forth in a
definitive proxy statement which we plan to file with the
Securities and Exchange Commission.
This unfortunate sequence of events is not lost on us and we
want to make perfectly clear to the Company, its advisors and any
interconnected parties friendly to the Board with whom it may seek
to conspire against the best interests of the Company's
stockholders, that we are closely monitoring the developments of
the Company and have a capable litigation team standing ready to
challenge any transaction, or series of transactions, approved by
the Board, who we believe have not earned the right to conduct any
M&A, especially in furtherance of what appears to us to be a
failed business strategy, that may be designed with no legitimate
business purpose other than to further entrench the incumbent
directors ahead of the potential election contest at the 2022
Annual Meeting.
We maintain that any such transaction, if effectuated by the
issuance of stock of the Company rather than cash when its shares
are traded below 50% of their book value, would mark nothing more
than an egregious attempt to put shares in hands friendly to the
dysfunctional Board on the eve of the incumbent directors'
potential ouster at the 2022 Annual Meeting. We understand that
given the Company's August 2021
capital raise, it is not in a position to authorize any further
issuances of the Company's shares of Common Stock, and we seriously
caution the Company, and any potential counterparty, from
effectuating an end-run to such clear constraints simply to
maintain the status quo in the boardroom, which we will not
hesitate to challenge as being an entrenchment effort made in bad
faith and in breach of the incumbent directors' fiduciary duties to
the Company's stockholders, the real owners of
PharmaCyte.
We look forward to continuing our engagement efforts with fellow
PharmaCyte stockholders who we believe have been treated manifestly
unfairly under this Board's oversight and will not hesitate to do
whatever it takes to ensure stockholder voices are heard and
accountability returns to the boardroom in connection with the 2022
Annual Meeting. We encourage our fellow stockholders to make clear
to Mr. Waggoner and other members of the Company's dysfunctional
Board to stop squandering the Company's resources on such misguided
and self-serving efforts and to enter into meaningful discussions
with Iroquois to timely and expeditiously address management's
shortcomings in the best interests of the Company and its
stockholders."
About Iroquois Capital Management, LLC
Iroquois
Capital Management, LLC is a New
York-based investment adviser that provides investment
advisory services to Iroquois Master Fund Ltd., a privately pooled
investment vehicle.
Certain Information Concerning the Participants
Iroquois Master Fund Ltd., a Cayman Island exempted limited
company ("Iroquois Master"), together with the other participants
named herein (collectively, "Iroquois"), intends to file a
preliminary proxy statement and accompanying WHITE proxy card with
the Securities and Exchange Commission ("SEC") to be used to
solicit votes in connection with the 2022 annual meeting of
stockholders of PharmaCyte Biotech, Inc., a Nevada corporation (the "Company").
IROQUOIS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS
PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Iroquois Master, Iroquois Capital Management, LLC, a Delaware limited liability company ("Iroquois
Capital"), Iroquois Capital Investment Group LLC, a Delaware limited liability company ("ICIG"),
JNS Holdings Group LLC ("JNS"), a New
York limited liability company, Richard Abbe, Kimberly
Page, Stephen Friscia,
Charles S. Ryan, Jonathan L. Schechter, Joshua N. Silverman and Jude C. Uzonwanne.
As of the close of business on July 5,
2022, , Iroquois Master is the direct beneficial owner of
(i) 1,240,743 shares of common stock, par value $0.0001 per share (the "Common Stock") and (ii)
196,000 shares of Common Stock issuable upon the exercise of
certain warrants, all of which are subject to a 4.99% blocker
provision (the "Warrants"). As of the close of business on
July 5, 2022, ICIG is the direct
beneficial owner of (i) 68,370 shares of Common Stock and (ii)
84,000 shares of Common Stock issuable upon the exercise of
Warrants. Iroquois Capital, as the investment manager to Iroquois
Master, may be deemed the beneficial owner of the (i) 1,240,743
shares of Common Stock and (ii) 196,000 shares of Common Stock
issuable upon the exercise of the Warrants directly owned by
Iroquois Master. As of the close of business on July 5, 2022, Mr. Abbe does not directly
beneficially own any securities of the Company. Mr. Abbe, by virtue
of his position as the President of Iroquois Capital and as a
managing member of ICIG, may be deemed the beneficial owner of the
(i) 1,309,113 shares of Common Stock and (ii) 280,000 shares of
Common Stock issuable upon the exercise of the Warrants owned in
the aggregate by Iroquois Master and ICIG. As of the close of
business on July 5, 2022, Mrs. Page
does not directly beneficially own any securities of the Company.
Mrs. Page, by virtue of her position as a Director of Iroquois
Master, may be deemed the beneficial owner of the (i) 1,240,743
shares of Common Stock and (ii) 196,000 shares of Common Stock
issuable upon the exercise of the Warrants directly owned by
Iroquois Master. As of the close of business on July 5, 2022, Mr. Schechter is the direct
beneficial owner of 50,000 shares of Common Stock. As of the close
of business on July 5, 2022, Mr.
Silverman does not directly beneficially own any securities of the
Company. Mr. Silverman, by virtue of his position as a managing
member of JNS, may be deemed the beneficial owner of the 50,000
shares of Common Stock directly owned by JNS. As of the close of
business on July 5, 2022, Messrs.
Friscia, Ryan and Uzonwanne do not own beneficially or of record
any securities of the Company.
Investor Contacts
Richard
Abbe
Managing Member
Iroquois Capital Management, LLC
(212) 974-3070
Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
info@saratogaproxy.com
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SOURCE Iroquois Capital Management, LLC