NEW YORK, July 5, 2022 /PRNewswire/ — Iroquois Capital Management, LLC (together with its affiliates, “Iroquois”), a principal shareholder of PharmaCyte Biotech, Inc. (“PharmaCyte”, “PMCB” or the “Company”) (NASDAQ: PMCB) with beneficial ownership of approximately 6.3% of the Company’s outstanding common stock, today provided the following statement in response to certain actions recently taken by the Company, which Iroquois believes constitute an attempt to veiled effort to entrench incumbent directors in the Company’s portfolio Board of Directors (the “Board”) ahead of an upcoming election campaign for control of the Board at the 2022 annual meeting of shareholders (the “Annual Meeting of 2022”).
“Iroquois has always believed that changes are needed at PharmaCyte to ensure better accountability of what we believe is its dysfunctional board and management which we believe are accountable. Kenneth L. Wagoner, chairman of the board, president, chief executive officer and general counsel of the company. We believe that Mr. Wagoner has surrounded himself in the boardroom with his hand-picked individuals who clearly lack credible experience in capital markets and public company administration and who have never purchased a single share of company stock on the open market, unlike Iroquois and some of our independent nominees, some of whom have now individually purchased more company stock than the current board and management have ever purchased throughout their collective tenure. We believe that the malfunctioning of this board is directly responsible for the company’s severe stock price underperformance, ever-changing timelines and missed milestones relative to its phase. 2b clinical trial, dismal corporate governance and investor communication practices, and a misaligned executive compensation structure.
We are disappointed, but sadly not surprised, by recent efforts by the company through its attorney to block Iroquois’ access to the usual shareholder list documents requested pursuant to Nevada law, and to which the Iroquois are entitled under Nevada law, which are necessary to communicate with other shareholders regarding our slate of highly qualified director nominees for election at the 2022 annual meeting. We note that where we have seen such desperate actions in the past, this type of game is generally conducted by hired advisers who are authorized by members of management or the board of directors to adopt any obstructive tactic, however maligned and clearly in contravention of well-known corporate law. established, are necessary to delay the collective voice of shareholders from being heard during an upcoming election campaign. To be clear, we view these obstructionist efforts as nothing more than a mere distraction from a board that misrepresents itself as focused on creating shareholder value when it appears to be acting privately by despair, and we reiterate our commitment to ensure that no such actions by the Board of Directors will be allowed to prevent shareholders from having their voices heard at the 2022 annual meeting.
To add insult to injury, despite the company’s failure to present a framework to Iroquois in which Mr. Wagoner and his hand-picked people would ultimately relinquish control of the board to make way for new perspectives and a group of professionals with the required skills. , the experience, dynamism, sense of responsibility and demonstrated skin of the game necessary to turn the company around, today the company, through its lawyer, has invited the candidates of Iroquois for interviews , each conditioned on these candidates filling out lengthy questionnaires — which we highly doubt any of the outgoing directors were asked to fill out — prior to such interviews. This is despite the fact that our notice of appointment fully complied with the company’s incorporation documents and contained all information regarding these nominees that will ultimately need to be set forth in a definitive proxy statement that we plan to file with the Securities and Exchange Commission.
We are mindful of this unfortunate sequence of events and want to make it clear to the Company, its advisors and any related parties and friends of the Board with whom it may seek to conspire against the best interests of the shareholders of the Company , that we are closely following developments in the Company and have a competent litigation team ready to challenge any transaction, or series of transactions, approved by the Board of Directors, which we believe has not merited the right to proceed with a merger and acquisition, particularly in pursuit of what appears to us to be a failed business strategy, which may be devised with no legitimate business purpose other than to further entrench incumbent directors prior to the potential election in of the 2022 annual meeting.
We argue that such a transaction, if effected through the issuance of company stock rather than cash when its stock is trading below 50% of book value, would mark no more than a blatant attempt to put stocks in the hands of the dysfunctional. Board of Directors on the eve of the potential ouster of outgoing directors at the 2022 annual meeting. We understand that given the August 2021 capital increase, it is not in a position to authorize further issues of ordinary shares of the Company, and we strongly advise the Company, and any potential counterparty, to carry out an end to the constraints clear simply to maintain the status quo in the boardroom, which we will not hesitate to challenge as an entrenchment effort made in bad faith and in violation of the fiduciary duties of the incumbent directors to the shareholders of the Company, the beneficial owners of PharmaCyte.
We look forward to continuing our engagement efforts with other PharmaCyte shareholders who we believe have been grossly unfairly treated under the watch of this board and will not hesitate to do whatever it takes to ensure that the voice of shareholders is heard and that the responsibility rests with the board of directors within the framework of the 2022 edition. Annual meeting. We encourage our fellow shareholders to make it clear to Mr. Wagoner and the other members of the company’s dysfunctional board of directors to stop wasting company resources on such misguided and selfish efforts and to enter into constructive discussions with Iroquois. to promptly and promptly address management’s shortcomings in the best interests of the Company and its shareholders.”
About Iroquois Capital Management, LLC
Iroquois Capital Management, LLC is a New YorkIroquois-based investment advisor who provides investment advisory services to Iroquois Master Fund Ltd., a private investment vehicle.
Certain Participant Information
Iroquois Master Fund Ltd., a Cayman Islands Exempt Limited Liability Company (“Iroquois Master”), together with the other participants named herein (collectively, “Iroquois”), intend to file a proxy statement preliminary and accompanying WHITE proxy card with securities and Exchange Commission (“SEC”) to be used to solicit votes in connection with the 2022 annual meeting of shareholders of PharmaCyte Biotech, Inc., a Nevada company (the “Company”).
IROQUOIS STRONGLY RECOMMENDS THAT ALL CORPORATE SHAREHOLDERS READ THE PROXY STATEMENT AND OTHER SOLICITATION MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THESE PROXY MATERIALS WILL BE AVAILABLE FREE OF CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT FREE OF CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY LAWYER.
Participants in the proxy solicitation should 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, Stephane Friscia, Charles S. Ryan, Jonathan L. Schechter, Joshua N. Silverman and Jude C. Uzonwanne.
As soon as the offices close on July 5, 2022Iroquois Master is the direct beneficial owner of (i) 1,240,743 common shares, nominal $0.0001 per share (the “Common Shares”) and (ii) 196,000 Common Shares issuable upon the exercise of certain warrants, all of which are subject to a 4.99% lock-up provision (the “Warrants”). subscription”). As soon as the offices close on July 5, 2022, ICIG is the direct beneficial owner of (i) 68,370 common shares and (ii) 84,000 common shares issuable upon the exercise of warrants. Iroquois Capital, as investment manager of Iroquois Master, can be considered the beneficial owner of (i) 1,240,743 common shares and (ii) 196,000 common shares issuable upon exercise of the warrants subscription rights held directly by Iroquois Master. As soon as the offices close on July 5, 2022, Mr. Abbe does not directly beneficially own any securities of the Company. Mr. Abbe, by virtue of his position as President of Iroquois Capital and Managing Member of ICIG, can be considered the beneficial owner of (i) 1,309,113 Common Shares and (ii) 280,000 Common Shares which may be issued upon the exercise of warrants held in aggregate by Iroquois Master and ICIG. As soon as the offices close on July 5, 2022, Ms. Page is not a direct beneficial owner of securities of the Company. Mrs. Page, by virtue of her position as a director of Iroquois Master, may be considered the beneficial owner of (i) 1,240,743 common shares and (ii) 196,000 common shares issuable upon exercise of the warrants held directly by the Iroquois master. As soon as the offices close on July 5, 2022, Mr. Schechter is the direct beneficial owner of 50,000 common shares. As soon as the offices close on July 5, 2022, Mr. Silverman does not directly beneficially own any securities of the Company. Mr. Silverman, by virtue of his position as an executive member of JNS, can be considered the beneficial owner of the 50,000 common shares held directly by JNS. As soon as the offices close on July 5, 2022MM. Friscia, Ryan and Uzonwanne are not beneficial or registered owners of any securities of the Company.
Iroquois Capital Management, LLC
Saratoga Proxy Consulting LLC
Jean Ferguson / Joe Mills212-257-1311
SOURCEIroquois Capital Management, LLC