Full Press Release Details
PharmaCyte Biotech Rebukes Iroquois' Commencement
of Consent Solicitation
LAS VEGAS, NV, July 28, 2022, PharmaCyte Biotech, Inc.
(NASDAQ: PMCB), a biotechnology company focused on developing cellular therapies for cancer, diabetes, and malignant ascites using its
signature live-cell encapsulation technology, Cell-in-a-Box , today issued the following statement in response to Iroquois
Capital's filing of a preliminary consentstatement to commence a consent solicitation in lieu of a stockholder meeting. Iroquois
Capital is seeking the consent of the Company's shareholders to change various Company Bylaws, expand the size of the Company's
Board of Directors (Board) from 7 to 15, and elect Iroquois' entire slate of 8 directors to the Board. The Company has serious
concerns with this recent action taken by Iroquois and portends trouble ahead for the Company and its shareholders.
For the reasons set forth below, we implore our fellow
shareholders to rebuke the significant infringement to your shareholder rights represented by Iroquois' proposed changes to our
Bylaws. Please ignore any "WHITE" consent card you may receive from Iroquois. We are not responsible for the accuracy of
any information provided by or relating to Iroquois contained in any consent solicitation materials filed or disseminated by, or on behalf
of, Iroquois or any other statements that Iroquois or its representatives have made or may otherwise make. In fact, the Iroquois consent
solicitation is riddled with misstatements. Any Iroquois mailing or communication is not from PharmaCyte; instead, it is an attempt by
Iroquois, a hedge fund with only 7% ownership, to solicit consents that are designed to enable Iroquois to take over the entire Company
and its cash position of over $80 million. We are not a private company for the benefit of one shareholder. We are a public entity working
to build shareholder value and change the landscape of on how cancer, diabetes and malignant ascites are treated.
Hedge Fund With Just 7% Ownership Attempting Board Takeover
In Order to Seize Company's Cash Position of Over $80 million
Should the 8 Iroquois nominees be elected to the Board,
shareholders would effectively give Iroquois, a hedge fund which owns only 7% of our Company, full control of the Company and its resources
by providing disproportionate power to one questionable stakeholder with motives and interests that appear to conflict with the interests
of the broader shareholder base.
Iroquois would not be
paying a control premium to other shareholders; instead it intends to use the consent process and changes to the Company's
Bylaws to entrench itself and its nominees and to use the Company and its over $80 million in cash for its own benefit. The Iroquois
slate is dominated by current or former Iroquois employees, family members of Iroquois management, and individuals who have
partnered with Iroquois multiple times in the past resulting in the destruction of shareholder value in numerous documented
instances. In fact, in 7 identified instances where Iroquois added new board members to public companies, the stocks on average
decreased over 30% within the first year. Furthermore, the troubling web of interconnecting relationships - including familial
relationships - is in direct conflict with good corporate governance and fosters "groupthink" which will severely
hamper the Board's independence and performance.
Iroquois' slate of nominees has limited experience
operating a public company or a biopharma company but does, we believe, have an extensive track record of destructing value to the detriment
of shareholders. The slate of Iroquois' nominees has no substantive experience with, or knowledge of, PharmaCyte's business
or technology and is being nominated solely to advance Iroquois' short-term agenda - take control of the Company and its over
$80 million in cash.
The current Pharmacyte Board has extensive biopharma experience
and is able to guide the Company as it continues to advance its product development. We have stated numerous times that we recognize
the importance of heightening the Board's capital markets knowledge to match its scientific expertise, and we are in the process
of identifying and thoroughly vetting candidates to ensure that the best people are in place to help us seize the opportunities presented
by the strength of our technology, therapies, and cash position. As a matter of fact, we have identified, and our nominating committee
is in the process of interviewing, candidates that are well- respected on Wall Street, and who have incalculable amounts of experience
in capital markets and in the biopharma industry specifically that dramatically outweighs the experience of any candidate on Iroquois'
PharmaCyte Continues to Effectively Advance Its Strategy
Toward Lifting the FDA's Clinical Hold; Iroquois Has Not Provided A Strategy For The Business
The Company is nearing the
end of its process of fulfilling the FDA's requests to enable the clinical hold to be lifted, and to date has successfully completed
almost two dozen studies, 12 of which have been announced since the Company secured the necessary funding to complete the work required
to satisfy the FDA's requests through two public offerings in concert with the Company's uplist to Nasdaq. Approximately
90% of the FDA's requests have been completed or are in process with only a few remaining to be completed. Contrary to Iroquois'
claim that the Company "has never publicized the actual list of requirements from the U.S. Food and Drug Administration (FDA)",
the Company has provided a detailed synopsis of the requests and status in its SEC filings and most recently in the appendix of the Company's
slide presentation available on the Company's website. Moreover, the Company has already commenced its two-phase pig study, which
is the last major study requested by the FDA.
Our team, with the support of our experienced Board, has
made considerable progress during the past year, while controlling costs despite worldwide supply chain challenges that are affecting
FDA studies, processes and approvals across our industry. Our progress demonstrates the value of our experienced and proven team of scientific
and medical professionals who have played key roles in helping to get some of the world's most successful drugs through the clinic.
Iroquois' slate has no such scientific experience and their ongoing disruptive efforts jeopardize the progress we are making, and
may result in delays in the lifting of the FDA clinical hold and destroy shareholder value.
A 15-Person Board is Irrational for a Company of
PharmaCyte's Size, is Inefficient, Violates our Bylaws and Adds Unnecessary Expense and Logistics
Smaller Boards, particularly for smaller public companies
like PharmaCyte, have proven to be more impactful and effective in driving shareholder value. For us, an appropriately sized Board is
approximately 7, which provides for a diversity of skill sets while remaining small enough to run efficiently for the benefit of shareholders.
Adding Board members leads directly to increased expenses related to Board fees and director insurance and inefficiencies in taking actions.
Iroquois is suggesting we more than double the size of
our current Board. This will equate to a substantial increase in costs - money that could better be allocated to moving our therapies
through the clinic - the clearest path to sustained shareholder value.
Further, Iroquois' proposal to increase the size
of our Board by 8 candidates violates provisions of our Bylaws.
Iroquois is Trying to Dictate Who All Our Board Members
Should Be; Our Shareholders Should Beware
We have been engaged in
settlement discussions with Iroquois to refresh our Board with more directors with capital markets expertise. Iroquois holds just 7%
of our common stock, yet, despite this small ownership position, Iroquois is attempting to dictate our entire Board membership
including who our Board candidates should be. Having failed to offer a reasonable settlement, they now seek to expand the Board to
15 with 8 of their nominees, none of whom is familiar with or has any expertise regarding our technology and drug development
programs. Iroquois is attempting to acquire full control of the Company at little cost to itself for its own ends, at the cost of
Iroquois' Consent Solicitation Is Full of Factual
Inaccuracies And Misrepresentations; Their Intentions Should Not Be Trusted
For example, the statement "On August 9, 2021, Iroquois
made its initial investment of $2.5 million in the Company in connection with a private placement offering in which the Company raised
nearly $90 million" is misleading, and creates the false impression that Iroquois made a significant and lasting investment of $2.5
million in the Company at a high price per share.
In fact, Iroquois purchased shares
and warrants for approximately $300,000 on August 9, 2021 in a $15 million public offering by the Company, and Iroquois then sold all
of the purchased shares almost immediately.
On August 19, 2021, Iroquois purchased shares and
warrants for approximately $2.5 million in a $70 million registered direct offering by the Company, and Iroquois then sold all of
the purchased shares that very same day. Since that sale of its entire position on August 19, 2021, Iroquois has continued to
purchase and sell the Company's shares, with an average acquisition price per share which we believe to be similar to the
Company's current trading price on Nasdaq.
Iroquois has opportunistically acquired the Company's
stock at a low price, and seeks your consent to take control of the Company and its cash reserves at your expense and to your detriment.
Iroquois Is Proposing Bylaw Changes to Take Over The Company
And Promote It's Interests While Disenfranchising Other Shareholders
Our Bylaws were designed to help protect the rights of