Full Press Release Details
These materials are important and require your immediate attention. If you have any questions or require assistance in voting your shares, please contact the proxy solicitation agent, Gryphon Advisors Inc. by telephone at 1.833.292.5847 toll-free in North America (1.416.902.5565 by collect call) or by email at inquiries@gryphonadvisors.ca. For up-to-date information and convenience in voting, please visit www.fsdfuture.com.
NOTICE OF ANNUAL AND SPECIAL MEETING
MANAGEMENT INFORMATION CIRCULAR
DATED: APRIL 20, 2021
Dear fellow FSD Pharma Shareholder,
Your investment in FSD Pharma Inc. (the "Company") is at a crossroad. At the upcoming Annual and Special Meeting (the "Meeting") of the shareholders of the Company (the "Shareholders"), it will be up to you to determine the best path forward for the Company. Shareholders have two distinct options:
Choose a strategy that moves the Company forward with a continuing plan to create significant value and to "level the playing field" with respect to ALL Shareholders being treated equally. This will ultimately strengthen the voting power of all Shareholders and is being advocated by the director nominees proposed by management of the Company (the "Management Director Nominees");
Choose a self-serving plan that pulls the Company backwards by entering into speculative transactions with promises that are highly unlikely to materialize into actions or any real shareholder value and acquiring a start-up notionally in the psychedelics sector (the "Start-Up") that has no track record, cash, or research and development activities, as championed by Anthony Durkacz, Zeeshan Saeed and the other dissident shareholders' (collectively, the "Dissidents"). The Dissidents have put forward this plan despite Mr. Durkacz and certain other Dissidents failing to properly disclose their financial interests in the Start-Up.
After a review of the facts, it should be clear to Shareholders that the best - and only - way to protect Shareholder interests and to support value creation is to vote FOR all Management Director Nominees and resolutions using only the BLUE proxy.
Vote Using the BLUE Proxy FOR the Right Strategy, Stronger Shareholder Democracy and the Right Board of Directors
The current strategy continues to build positive momentum and offers a number of avenues to significant value creation for ALL Shareholders such as:
The Company is pursuing multiple applications of its lead compound, FSD-201 ultra-micronized palmitoylethanolamide ("PEA");
In June 2020, the United States Food and Drug Administration (the "FDA") approved the submission of an Investigational New Drug Application for the use of FSD-201 to treat COVID-19;
In September 2020, a randomized, controlled, double-blind, multicenter Phase 2 clinical study was approved by the FDA and is currently underway and expected to cover 352 hospitalized COVID-19 patients, with patient enrollment steadily increasing;
In March 2021, the Company announced a licensing agreement to develop FDA approved Veterinary drugs for the treatment of gastro-intestinal diseases in dogs and cats.
With more cash on its balance than in May 2018, when the Company commenced trading on CSE, management is actively exploring other merger and acquisition (M&A) and licensing opportunities that could expand the drug development pipeline and generate new opportunities to create significant value for Shareholders; and
The Company has a letter of intent in place to acquire a controlling interest in a late stage asset that is expected to receive approval for commercialization from the FDA either in Q4 2021 or Q1 2022. The Dissidents, led by Anthony Durkacz and Zeeshan Saeed, are blocking this potential transformational acquisition that has been in the works for several months.
While executing on the optimal strategy, the Management Director Nominees are also taking action to strengthen shareholder democracy. The first step in strengthening shareholder democracy is for management to collapse the Company's dual-share structure, comprising of class A multiple voting shares (the "Class A Shares") and class B subordinate voting shares (the "Class B Shares"). The Company's 72 Class A Shares are controlled by Mr. Anthony. Durkacz, Mr. Zeeshan Saeed and Dr. Raza Bokhari (the current Executive Chairman & CEO). These three individuals collectively exercise voting power of 19,919,520 Class B Shares, which offers a disproportionate advantage to such individuals in determining the future of the Company, over and above the holders of Class B Shares, who have invested money into the Company. The Management Director Nominees led by Dr. Raza Bokhari seeks your support to eliminate the Class A Shares, and in doing so, strengthen Shareholders' voting power at no cost to Shareholders. This would result in - among many other benefits - each Shareholder receiving a voting interest that is proportionate to their equity ownership interest. One share will equal one vote.
Finally, the Company has put forward five seasoned and two new Management Director Nominees for election to the Board who all have the requisite skills, experience and track records to represent the interests of ALL Shareholders.
PROTECT YOUR INVESTMENT
WITHHOLD FROM VOTING For Any of the Dissident Director Nominees
The Dissidents are led by a Dissident Director and former employees of the Company. The Dissidents are not being forthcoming as to why they have commenced this proxy fight. Mr. Durkacz, a Director of the Company, with the support of former President and Director Mr. Saeed, first proposed that the Company acquire the Start-Up in November 2020 (a proposal that runs 180 degrees counter to the Company's stated strategy of acquiring mature, clinical-stage assets like PEA). At that time, Mr. Durkacz did not properly disclose that he and certain other Dissidents and/or their affiliates had material financial interests in the Start-Up and stood to benefit from the Company acquiring the Start-Up. This is a clear conflict-of-interest, and efforts to conceal a conflict of interest are viewed as a serious transgression in the capital markets.
The Start-Up in question has no track record. It does not have access to any psychedelics or patents, nor does it have a record of spending on research and development or meaningful cash on its balance sheet. Even if it had some of the critical missing attributes noted above, the Start-Up does not fit with the Company's strategy of focusing on clinical stage, rather than exploratory, drug development assets.
None of this appears to concern the Dissidents who are seeking 100% control of your Board of Directors, while purporting to hold only 2.7% of the Class B Shares. Nor do they offer an alternative strategic plan, something a Shareholder should expect when someone asks you to take control of your investment. Also, undermining the Dissidents' fake concern for the Company, is the fact that the Dissidents' hand-picked director nominees (the "Dissident Director Nominees") have significant independence, conflict of interest and competency concerns, as set out in the accompanying Management Information Circular (the "Circular"). At the centre of these concerns is Mr. Durkacz, First Republic Capital Corporation ("FRCC") and pre-existing, interlocking and questionable relationships amongst the Dissident Director Nominees. One of the directors the Dissidents have put forward as "independent" is Lawrence Latowsky, current CEO of Canntab Therapeutics Ltd. ("Canntab"). He is not independent from Mr. Durkacz and may not be independent from the Company. Canntab had previously engaged and paid commission to Mr. Durkacz and his company FRCC. Mr. Durkacz and Mr. Saeed, along with Mr. Lotowsky, wish to control the majority vote of their reduced number of Dissident Director Nominees so that they become the controlling minds of the Company, without proper independent review. To the extent that there are fewer than three independent Dissident Director Nominees, the Company may be in violation of applicable securities laws, including the policies of NASDAQ and the CSE, which may place the Company's NASDAQ listing in jeopardy.
The Dissidents have also not presented any names or credentials of proposed Company management that they will put in place if the Dissident Director Nominees are elected. The Dissidents have also not offered a comprehensive strategic business plan that they will follow to create shareholder value. Their sole interest is to take control of your Company so that they can roll back the progress it has made and use the Company to advance their own financial interests by entering into speculative transactions with promises that are highly unlikely to materialize into actions or any real shareholder value.
Vote FOR the Management Director Nominees and Resolutions on the BLUE Proxy Today
As Shareholders you control the Company's future, so it is essential that you vote FOR all Management Director Nominees and all resolutions in the Circular, using only the BLUE proxy. Time is of the essence. To ensure that your vote is counted at the Meeting please vote immediately and no later than 9:00 a.m. (Toronto/New York time) on May 12, 2021. For questions or assistance in voting your proxy, please contact the Company's proxy solicitation agent, Gryphon Advisors Inc. by telephone at 1.833.292.5847 toll-free in North America (1.416.902.5565 by collect call) or by email at inquiries@gryphonadvisors.ca. For up to date information and convenience in voting please visit www.fsdfuture.com.
Pharmaceutical R&D require time, capital and qualified management. The Company is making progress and our better days are ahead of us.
I thank you for your continued support as we take the right path forward to value creation for ALL Shareholders.
(signed) "Raza Bokhari"
Chief Executive Officer & Executive Chairman
| VOTING METHOD | REGISTERED SHAREHOLDERS If your shares are held in your name and represented by a physical certificate | BENEFICIAL SHAREHOLDERS If your shares are held with a broker, bank or other intermediary |
| INTERNET | To Vote Your Proxy Online please visit: www.investorvote.com | Visit www.proxyvote.com and enter your 16-digit control number located on the enclosed voting instruction form. |
| TELEPHONE | Call the number listed BELOW from a touch tone telephone to vote your proxy North American Toll-Free Number: 1-866-732-VOTE (8683) | Canada: Call 1-800-474-7493 United States: Call 1-800-454-8683 and provide your 16-digit control number located on the enclosed voting instruction form. |
| FACSIMILE | Complete, sign and date your proxy. Forward it by fax to 1-866-249-7775 for calls within Canada and the U.S. There is NO CHARGE for this call. Forward it by fax to 416-263-9524 for calls outside Canada and the U.S. | Canada : Fax your voting instruction form to 905-507-7793 or toll free to 1-866-623-5305 in order to ensure that your vote is received before the deadline. United States: N/A |
| Mail your form of proxy in the reply envelope provided. | Mail your voting instruction form in the reply envelope provided. |
If you have any questions or require any
assistance in executing your proxy or
voting instruction form, please call Gryphon Advisors Inc. at:
North American Toll-Free Number: 1.833.292.5847
Outside North America, Banks, Brokers and Collect Calls: 416.902.5565
Email: inquiries@gryphonadvisors.ca
North American Toll-Free Facsimile: 1.877.218.5372
If you have any questions about the information contained in this document or require assistance in completing your BLUE proxy form, please contact our proxy solicitation Agent at:
North American Toll-Free Number: 1.833.292.5847
Outside North America, Banks, Brokers and Collect Calls: 416.902.5565
Email: inquiries@gryphonadvisors.ca
North American Toll-Free Facsimile: 1.877.218.5372
For up-to-date information and convenience in voting please visit www.fsdfuture.com.
There are a number of important matters that each shareholder should carefully consider in connection with the meeting:
The Board of Directors, with the exception of Anthony Durkacz, recommends that you vote using only your BLUE proxy for all proposed resolutions. The reasons for this recommendation are provided in the accompanying Management Information Circular.
Your vote is extremely important regardless of how many shares you own. Please take the time to cast your vote today.
TIME IS SHORT AND VOTING IS A VERY QUICK AND EASY PROCESS. To be effective, your BLUE proxy must be received no later than 9:00 a.m. (Toronto/New York time) May 12, 2021 (or 48 hours before, excluding Saturdays, Sundays and holidays, any adjournment of the meeting at which the BLUE proxy is to be used). Due to the limited time available, we recommend you consider voting by internet, telephone or facsimile.
REASONS TO SUPPORT MANAGEMENT'S POSITION
The future of your investment is at stake. Please vote only the BLUE proxy FOR all proposed resolutions contained in the management information circular (the "Circular") at the annual and special meeting of the shareholders (the "Shareholders") on May 14, 2021 (the "Meeting").
This proxy contest is about Anthony Durkacz, Zeeshan Saeed and the other dissident shareholders' (collectively, the "Dissidents") self-serving plan to have FSD Pharma Inc. (the "Company") acquire a start-up notionally in the psychedelics sector (the "Start-Up"), with no track record, cash, or research and development activities, and the failure of Mr. Durkacz and certain other Dissidents, to properly disclose their substantial interests in the Start-Up. The Dissidents in their information circular (the "Dissident Circular") have not shared a new, superior, detailed strategic or value creating plan for the Shareholders nor have they provided credentials of a qualified management team. That is because they do not have one. The directors proposed to be elected by the Dissidents (the "Dissident Director Nominees") do they have any drug development experience or meaningful public board experience. Instead, they plan to double-down on their failed strategy of acquiring the Start-Up so they can financially benefit at the expense of the interests of all Shareholders and by entering into speculative transactions with promises that are highly unlikely to materialize into actions or any real shareholder value. They intend to do this by seeking disproportionate, 100% control and representation of the Company's board of directors (the "Board") by installing hand-picked directors who will not oppose the lead Dissident, Mr. Durkacz.
II. REASONS TO VOTE FOR THE MANAGEMENT DIRECTOR NOMINEES
There are a number of compelling reasons why shareholders should vote FOR management's proposed director nominees (the "Management Director Nominees"). The Management Director Nominees support a strategy to create significant value for ALL Shareholders and a plan to strengthen the voting power of all Shareholders - at no cost to Shareholders. The seven Management Director Nominees bring superior experience and expertise and are best-positioned to ably represent ALL Shareholders interests.
This proxy contest offers a stark choice for Shareholders: risk further misadventure in the cannabis and psychedelics industry, or move forward as a specialty biotech pharmaceutical company that already has positive momentum. There are a number of avenues to significant Shareholder value creation under the current strategy.
The Company is pursuing multiple applications of its lead compound, FSD-201 ultra-micronized palmitoylethanolamide ("PEA"). Ultra-Micro PEA stabilizes mast cells and down-regulates the pro-inflammatory cytokines to effectuate an anti-inflammatory response; it is also known to target the CB2 receptors of the endocannabinoid system of the human body.
The Company has successfully completed Phase 1 first-in-human safety and tolerability study for FSD-201 and has found the compound to be safe with no serious adverse side effects. This study also validated considerable scientific literature already published in the European Union that claims safety and tolerability of micro-PEA. Since 2004, ultra-micro PEA has been dispensed in Italy and Spain as a prescription based medical food supplement.
In June 2020, the United States Food and Drug Administration (the "FDA") approved the submission of an Investigational New Drug Application ("IND") for the use of FSD-201 to treat COVID-19. In September 2020, a randomized, controlled, double-blind, multicenter Phase 2 clinical study was approved by the FDA and is currently underway and expected to cover 352 hospitalized COVID-19 patients, with patient enrollment steadily increasing.
In March 2021, the Company also announced that it had entered into a license agreement with Innovet Italia S.R.L. to use PEA to develop FDA approved veterinary drugs for the treatment of gastro-intestinal diseases in dogs and cats, a new and untapped market.
The Company has a letter of intent in place to acquire a controlling interest in a late stage asset that is expected to receive approval for commercialization from the FDA either in Q4 2021 or Q1 2022. The Dissidents, led by Mr. Durkacz and Mr. Saeed are blocking this potential transformational acquisition that has been in the works for several months.
The Company is also exploring a potential investment in a company with a demonstrated track record in the psychedelic space, unlike the Dissidents who want to force acquisition of the Start-Up that is notionally in the psychedelic space, with no demonstrated track record, and is laced with conflicts of interest.
With a strong balance sheet, the Company is actively exploring other mergers and acquisitions and licensing opportunities that could expand the drug development pipeline and create significant value for Shareholders.
The Company carefully evaluates all potential transactions against specific criteria, including:
advanced, clinical stage research and development ("R&D") assets that fill unmet or underserved medical needs;
assets with defined primary therapeutic targets, and the potential for secondary and tertiary targets; and
assets that are substantially de-risked, with a defined path and R&D spend to reach subsequent stages of drug development and commercialization.
A disciplined, methodical approach to drive value creation is what Shareholders expect, and what will be delivered. The unstructured and riskier approach to building the business - as championed by the Dissidents - is in the past, where it should stay.
A Proposal to Strengthen Shareholder Democracy by Eliminating Class A Shares
The Management Director Nominees believe that one share should equal one vote. As detailed in the Circular, the Company is seeking Shareholder approval to collapse the Company's dual-share structure and in doing so, strengthen Shareholders' voting power.
The Company proposes to reorganize its share capital (the "Share Reorganization") by amending its articles to provide that on July 1, 2021 (the "Sunset Date"), the 72 class A multiple voting shares (the "Class A Shares") which are issued and outstanding, will be converted into 72 class B subordinate voting shares (the "Class B Shares"), following which, no Class A Shares will be outstanding. As a result, the Company's outstanding capital would consist of a single class of voting equity securities, being the Class B Shares, which would continue to have one vote per share. The Share Reorganization does not modify in any way the substantive rights and privileges attached to the Class B Shares and does not provide any material consideration to the holders of the Class A Shares. The 72 outstanding Class A Shares would simply be converted, on a 1:1 basis, to a total of 72 Class B Shares.
The dual-class share structure has been in place since the Company completed its reverse-takeover in May 2018. The Class A Shares carry 276,660 votes per Class A Share and the Class B Shares carry one vote per Class B Share. As of April 14, 2021, being the record date for Shareholders entitled to vote at the Meeting, there are 35,991,846 Class B Shares issued and outstanding and 72 Class A Shares issued and outstanding. The Class A Shares are not presently subject to a sunset based on time, retained equity interests, or any other trigger common to dual-class voting structures.
Dr. Bokhari controls 2,428,386 Class B Shares and 24 Class A Shares, which together represents 16.2% of the aggregate votes attached to all issued and outstanding shares of the Company (the "Shares"). Dissident shareholder Mr. Saeed controls 504,476 Class B Shares and 24 Class A Shares, which together represents 12.8% of the aggregate votes attached to all outstanding Shares. Dissident shareholder and a current director of the Company, Mr. Durkacz, controls 450,058 Class B Shares and 24 Class A Shares, which together represents 12.7% of the aggregate votes attached to all outstanding Shares. As a result, Mr. Durkacz and Mr. Saeed collectively control 25.5% of the aggregate votes attached to all outstanding Shares. The number of Class B Shares held by the Dissidents represents 2.7% of the Class B Shares issued and outstanding. It is untenable that holders of such a small number of the publicly traded shares are attempting to hold the Company hostage over a self-serving transaction that does not benefit all Shareholders. This is one of the many reasons Management is proposing the elimination of the Class A Shares. It is time to put control of the Company where it belongs, in the hands of ALL Shareholders.
The Management Director Nominees recommend that Shareholders vote FOR the Share Reorganization for a number of reasons, including:
the Share Reorganization will allow each Shareholder to have a voting interest that is proportionate to their equity ownership interest. One share will equal one vote;
the elimination of the Class A Shares will result in control of the Company being "in the hands of the public" which may facilitate a third-party acquisition, or significant third-party investments, following the completion of the Share Reorganization;
a simplified capital structure could lead to enhanced market acceptance of the Class B Shares, which is expected to improve the Company's ability to take advantage of future corporate opportunities;
a simplified capital structure will make the Company more attractive to institutional investors;
the Share Reorganization is expected to enhance the liquidity and marketability of the Class B Shares as a result of the larger public float of a single class of shares; and
the Share Reorganization will result in a single class of shares, which will simplify the governance of the Company and align its capital structure with what is generally viewed as best practice.
The proxy contest offers Shareholders a choice between a professional slate of Management Director Nominees and a slate of Dissident Director Nominees with minimal experience and questionable interlocking relationships. The Company has put forward seven Management Director Nominees who all have the requisite skills, experience and track records to represent the interests of ALL Shareholders.
The incumbent Management Director Nominees are directly responsible for the Company's turnaround from a failed cannabis start-up to a well-capitalized, advanced drug development company. They have the skills and experience to advance the FDA trials and pursue further drug development opportunities. Until the recent events surrounding the rejection of the Start-Up transaction, their vision for the Company was supported by Mr. Durkacz and Mr. Saeed. The Management Director Nominees seek a democratization of the Company's share structure by way of their proposal to eliminate the Class A Shares.
Incumbent Management Director Nominees
| Dr. Raza Bokhari, MD, Executive Chairman of the Board and CEO | ||
| Dr. Bokhari joined the board of directors of the Company in August 2018 and was named Executive Co-Chairman of the Board in December, Interim CEO in February 2019 and Permanent CEO in June 2019. Dr. Bokhari has been responsible for developing and leading the Company's new strategy and exiting the cannabis industry. Dr. Bokhari is an effective "change agent," with several years of experience and expertise in start-up and turn-around businesses, he has a history of turning around financially struggling companies. For additional biographical information, see " Information Regarding the Management Director Nominees " in the Circular. |
| The Honourable Stephen Buyer, Director | ||
| Mr. Buyer was a member of the United States House of Representatives, serving nine consecutive terms from January 1993 to January 2011. He was the architect of TRICARE For Life and authored the U.S. military's pharmacy redesign and assisted in creating Medicare Part D. Prior to his tenure in the United States Congress, Mr. Buyer served as a Special Assistant United States Attorney and Indiana Deputy Attorney General. For additional biographical information, see " Information Regarding the Management Director Nominees " in the Circular. |
| Robert J. Ciaruffoli, CPA, Director | ||
| Mr. Ciaruffoli is a co-founder and vice-chairman of Broad Street Angels, a 100 member Philadelphia-based angel investor network which invests in start-up entrepreneurial businesses with high growth potential. Broad Street Angels is the largest angel investor network in the Philadelphia region. Mr. Ciaruffoli is a CPA and served as the chairman and CEO of the Parente Beard/Baker Tilly accounting and advisory firm. For additional biographical information, see " Information Regarding the Management Director Nominees " in the Circular. |
| Gerald (Gerry) Goldberg, CPA, CA, Director | ||
| Mr. Goldberg is a Chartered Professional Accountant and was a Senior Partner in the accounting firm of Schwartz Levitsky Feldman LLP, in Toronto, which has been ranked among the largest public accounting firms in Canada. Mr. Goldberg was also a Partner in Grant Thornton and its predecessor firm for over 15 years. Mr. Goldberg has over 40 years' experience and was the head of the U.S. Public company audit division of Schwartz Levitsky Feldman LLP and also has industry expertise in the service, distribution, retail, mining, natural resources and oil & gas, real estate, "not-for-profit" entities and manufacturing industries with a strong emphasis in taxation and business advisory services. Mr. Goldberg is also active in corporate finance and development and was involved in the structure and design of numerous innovative financing instruments, tax shelters and syndications, both in Canada and the U.S. For additional biographical information, see " Information Regarding the Management Director Nominees " in the Circular. |
| Dr. Larry Kaiser, MD, FACS, Director | ||
| Dr. Kaiser is currently Managing Director with the Healthcare Industry Group at Alvarez and Marsal, a leading global professional services firm. Dr. Kaiser held a variety of positions over his career, including chief of general thoracic surgery, founder and director of the Temple University's lung transplantation program, director of its Center for Lung Cancers and Related Disorders, and co-director of the Thoracic Oncology Laboratory. Dr. Kaiser is author or co-author of 17 books and more than 300 original papers. For additional biographical information, see " Information Regarding the Management Director Nominees " in the Circular. |
New Management Director Nominees
| Donal Carroll, CPA, Chief Financial Officer and Proposed Director | ||
| Mr. Carroll joined the Company as interim Chief Financial Officer in 2018 and was appointed to the position on a permanent basis in December 2019. An experienced business executive, Mr. Carroll has 20 years of corporate finance leadership and public company experience, as well as deep expertise in syndicate investing both in equity and debt securities. With a balance of prudent financing practices and business insights, Mr. Carroll has successfully guided companies through expansion and growth. For additional biographical information, see " Information Regarding the Management Director Nominees " in the Circular. |
| Frank Lavelle, Proposed Director | ||
| For the past 40 years, Mr. Lavelle has been a President and Chief Executive Officer of global and multinational organizations focused on high-value data, analytics, technology solutions, and actionable insights for healthcare and life sciences manufacturers, payers, and providers. Mr. Lavelle has also brought technology solutions to public health, education, and the public sector over his career. Mr. Lavelle is a past member of the Health Finance Management Association and the American Health Information Management Association. For additional biographical information, see " Information Regarding the Management Director Nominees " in the Circular. |
Adding to the strength of the Management Director Nominees are the senior executives of the Company who have the talent, qualifications and skills to execute on Right Strategy, including:
| Dr. Edward Brennan, Jr., MD, FACS, Chief Medical Officer | ||
| Dr. Brennan, has more than 25 years of experience in leadership roles at major pharmaceutical companies and clinical research organizations. Dr. Brennan is an accomplished biopharmaceutical executive with a proven track record in FDA submissions and drug development. Dr. Brennan has extensive experience in all phases of clinical development across multiple therapeutic areas. As a Medical Director with Wyeth-Ayerst Research and GlaxoSmithKline, he led teams through ten IND applications and advanced multiple compounds from pre-candidate selection (proof of concept) through clinical trial management and approval. For additional biographical information, see the " Executive Team " in the Circular. |
| Dr. Huma Qamar, MD, Senior Vice President, Head of R&D Program | ||
| Dr. Qamar has worked in the clinical research field for some of the most renowned Ivy League institutions such as Yale University, Harvard University and the University of Pennsylvania. She has robust experience in the Protocol development, Medical Affairs and Medical Monitoring including Phase I-IV global clinical trial operations, FDA inspections, billing and compliance audits, clinical trial launches, scientific review, Medical Affairs team management, scientific/medical writing, publications/abstracts, and education of clinical trial data to internal external partners and collaborating academic centers. She has expertise in the therapeutic areas of Oncology (Heme-Onc, CART, rare tumors, sarcoma, melanoma, Phase 1, Women's health, GU and GI), fetal oncology, rheumatology, dermatology, neurology, cardiology, hepatology and infectious diseases. For additional biographical information, see the " Executive Team " in the Circular. |
| Dr. Sara May, President, FV Pharma | ||
| Dr. Sara May is a Ph.D. graduate with a multidisciplinary background in plant breeding and crop genetics with over ten years' experience designing, implementing and managing large-scale projects in the field, lab and greenhouse. Dr. May has extensive work experience with all aspects of National, International, Provincial and Regional Legislative Acts and Regulations. Dr. May has deep domain expertise, which includes managing large scale operations, developing and implementing quality control and quality assurance methods and standard operating procedures and HACCP. For additional biographical information, see the " Executive Team " in the Circular. |
III. REASONS TO WITHHOLD FROM VOTING FOR ANY OF THE DISSIDENT DIRECTOR NOMINEES
Dissident Director Nominees' Hidden Ownership Position in the Start-Up
Mr. Durkacz, a director of the Company, with the support of former President and director Mr. Saeed, first brought a proposal for the Company to acquire the Start-Up in November 2020. At that time, Mr. Durkacz do not disclosed that he and/or his affiliates have a material financial interest in the Start-Up and stood to substantially benefit from the Company acquiring the Start-Up.
Putting aside the legal implications of this behaviour, Shareholders have a right to know if Mr. Durkacz as a Shareholder and director of the Company, and Mr. Saeed, as a Shareholder, former director and former officer of the Company, who purport to represent the interests of all Shareholders, stand to benefit from the transaction they demand - above and beyond the compensation they have received from the Company. The term for this is a conflict-of-interest and efforts to conceal a conflict of interest are a serious transgression in the capital markets.
Having been stopped by directors who take their duty to the Company and its Shareholders seriously, the Dissidents are now seeking to take control of the Company by way of a proxy contest. The Company and its leadership had hoped that the Dissidents would finally disclose their full interests in the Start-Up in the Dissident Circular, but when they failed to do so, the Company was left with no choice but to file a Notice of Application asserting that Mr. Durkacz and certain other Dissidents and their affiliates, have substantial interests in the Start-Up that they have not disclosed adequately, or at all, to Shareholders or to the Board, in contravention of applicable law.
Start-Up Psychedelic is the Wrong Investment at the Wrong Time