NEW
YORK, July 11, 2022 /PRNewswire/ -- Iroquois
Capital Management, LLC (together with its affiliates, "Iroquois"),
announced that on Friday, July 8,
2022, that it had delivered a written consent to
PharmaCyte Biotech, Inc. ("PharmaCyte", "PMCB" or the
"Company") (NASDAQ: PMCB) seeking the consent of stockholders to
expand the size of PharmaCyte's Board of Directors by eight (8)
members and to elect Iroquois' slate of eight (8) highly qualified
director candidates in lieu of a stockholder meeting. Iroquois also
announced that it has publicly delivered to the Company's
stockholders a letter explaining Iroquois' rationale for
accelerating its campaign to materially reconstitute the Board
given its serious concerns with the Company's demonstrated efforts
to delay the holding of the 2022 annual meeting of stockholders and
frustrate the exercise of corporate democracy. Iroquois
intends to solicit written consents from other stockholders as soon
as permissible under the federal proxy rules. If successful,
Iroquois' consent solicitation would establish its candidates as a
majority of the Board. Iroquois is one of the largest stockholders
of PharmaCyte, with an aggregate beneficial ownership of
approximately 7.1% of the outstanding common stock of the Company
including the holdings of the other participants in its
solicitation.
The full text of the letter follows:
July 11, 2022
Dear Fellow PharmaCyte Biotech Stockholders:
Iroquois Capital Management, LLC (together with its affiliates,
"Iroquois"), together with the other participants in its
solicitation, collectively owns approximately 7.1% of the
outstanding shares of PharmaCyte Biotech, Inc. ("PharmaCyte" or the
"Company"), making us one of the Company's largest
stockholders.
As you may recall from our prior public correspondence with
PharmaCyte's Board of Directors (the "Board") and fellow
stockholders, we have previously nominated seven (7) highly
qualified individuals for election to the Board to change what we
believe is a widely shared sentiment of an untenable status quo in
the boardroom and at the Company. We believe this "business as
usual" is characterized by egregious corporate governance,
executive compensation and investor communication practices
overseen by a dysfunctional Board chaired by the Company's Chairman
of the Board, President, Chief Executive Officer and General
Counsel, Kenneth L. Waggoner, and
constituted by his hand-picked appointees, none of whom we believe
possess the requisite capital markets and public company
directorship experience to lead the Company now that it has been
uplisted to Nasdaq and has over $80
million in cash on its books, while its stock price is
trading under 50% of book value.
We previously described the efforts made by the Company, through
its counsel, to block our ability to communicate with fellow
stockholders in connection with the 2022 annual meeting of
stockholders (the "2022 Annual Meeting") by refusing to provide us
with a list of the non-objecting beneficial owners (NOBOs) of the
Company. Further, the Company has failed to announce a record date
for the 2022 Annual Meeting or to request the NOBO list on the
Company's own behalf. We are therefore deeply concerned that
the Board is delaying the holding of the 2022 Annual Meeting
in order to enter into one or more transactions designed to strip
the stockholders of their rights and place control in the hands of
management or their allies.
As a result, on July 8, 2022, we
delivered a written consent for proposals which, if consented to in
writing by the holders of a majority of the outstanding shares of
the Company as of July 8, 2022, would
have the effect of expanding the size of the Board by eight (8)
directors to fifteen (15) in total and electing our original (7)
nominees in connection with the 2022 Annual Meeting plus an eighth
nominee, Leo Abbe, a Partner at
Iroquois Capital Management, LLC, in an effort to reconstitute a
majority of the Board. Our intention remains to find a mutually
agreeable resolution with the Board that it is in the best
interests of all of the Company's stockholders, however, we are not
prepared to sit idly by and allow the management team and Board
destroy stockholder value by spending good money after bad in
pursuit of the lifting of the hold on the Phase 2b clinical trial, or worse, issuing stock to
further entrench the incumbent directors. Any such plan is made all
the more injurious because the Company's shares are trading at
depressed levels as a result of the incumbents' failure to manage
the Company well. Given that the Company has never publicized the
actual list of requirements from the U.S. Food and Drug
Administration (FDA) for the resubmission of the Company's
Investigational New Drug (IND) application to have the clinical
hold lifted, and its timeline for resubmitting the IND application
continues to be pushed out every quarter, we believe stockholders
have grown weary and skeptical of the Board's repeated assurances
that the Company is "one step closer" to lifting the hold.
Mr. Waggoner has already gone on the record and publicly
announced that "shareholder value is key to our success" in
connection with the Board's announcement of a $10 million buyback program. What the Board has
failed to concede is that all of its recent initiatives, the
commitment to hold quarterly earnings conference calls, the
concession that the Board lacks capital markets experience and is
in need of refreshment, the approval of executive compensation
arrangements which the Company wishes to bury in its upcoming 10-K
filing and which purport to align management incentives with
stockholders, and the return of stockholder capital through
buybacks, were all suggestions made by Iroquois over the past seven
months that only came to fruition when Iroquois made its concerns
and such recommendations public.
Therefore, our only way to ensure that immediate steps are taken
to restore a sense of urgency in the boardroom and enhance
stockholder value at PharmaCyte is to go directly to stockholders
without delay to seek their written consent to reconstitute a
majority of the Board with directors who have the requisite
skillsets, experience, drive and accountability needed to turn the
Company around.
We continue to believe that with the right Board leadership and
improved oversight that Company is poised to unlock substantial
value for long-suffering stockholders. Our commencement of this
consent solicitation process, which will be explained in further
detail in the consent solicitation materials we intend to file with
the SEC in the days and weeks to come, is the most direct and
immediate way for the collective voice of a majority of the
Company's unaffiliated stockholders to be heard, unobstructed by
potential manipulations of the Company's corporate machinery by the
Board.
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 consent statement and accompanying WHITE consent card
with the Securities and Exchange Commission ("SEC") to be used to
solicit consents from stockholders of PharmaCyte Biotech, Inc., a
Nevada corporation (the
"Company"), to, among other things, expand the size of the Board by
eight (8) members and elect Iroquois' eight (8) highly qualified
nominees to fill the resulting vacancies.
IROQUOIS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN
THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF THE CONSENT
STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS
FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' CONSENT
SOLICITOR.
The participants in the consent 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,
Leo Abbe, 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
8, 2022, Iroquois Master is the direct beneficial owner of
(i) 1,309,099 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 8, 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) 1,309,099
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 8, 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) 1,377,469 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 8, 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) 1,309,099
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 8, 2022, Mr. Schechter is the direct
beneficial owner of 50,000 shares of Common Stock. As of the close
of business on July 8, 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 8, 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