Reiterates its Belief that the Root Cause
of the Company's Problems is an Insular and Dysfunctional Board
Comprised of Chairman and CEO Kenneth
Waggoner's Entrenched Management Team and Unqualified,
Hand-Picked Appointees
Expresses Disappointment in the Board's
Failure to Negotiate a Resolution to the Ongoing Proxy Fight in
Good Faith By Reneging on its Proposed Settlement Framework and
Continual Moving of Goalposts
Warns the Board Against Any Plans to Delay
the 2022 Annual Meeting to Use the Company's Stock Buyback Program
in a Self-Serving and Entrenching Manner
Believes Significant Value Can Be Unlocked
at the Company with a New Culture of Accountability Emanating from
the Boardroom
NEW
YORK, July 28, 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 an
aggregate ownership stake together with the other participants in
its solicitation of approximately 7.2% of the Company's outstanding
shares, today announced that it has filed preliminary consent
materials with the SEC regarding its solicitation of written
consents from stockholders in lieu of a stockholder meeting to
reconstitute a majority of the PharmaCyte Board of Directors (the
"Board") with its slate of highly qualified nominees.
In the preliminary consent materials, Iroquois detailed its
belief that PharmaCyte's insular and dysfunctional Board, comprised
entirely of the Company's failing management team and Chairman and
CEO Kenneth Waggoner's hand-picked
appointees lacking other public company directorship or capital
markets experience, is the root cause of the Company's severe
destruction of stockholder value and loss of credibility with
investors, continually shifting timelines and missed milestones
with respect to its clinical development efforts, erratic investor
communication practices, misaligned incentive structures and highly
irregular and problematic governance structure.
Richard Abbe, President of
Iroquois, stated, "As one of PharmaCyte's largest stockholders, our
sole focus since investing in the Company in August 2021 has been to help improve the
Company's performance and maximize value for stockholders. Although
limited progress has been made in areas where we have repeatedly
pushed the Company to improve, that progress came only after making
our concerns public. We are disappointed by the Board's failure to
negotiate in good faith to resolve the proxy contest and especially
disappointed by the Company's reneging on the initial
settlement framework that it had proposed to reconstitute a
majority of the Board with individuals representing stockholder
interests.
We believe stockholders have suffered long enough under this
Board and management team. We will not allow continued gamesmanship
by the Company or its advisors to either delay or dilute a
referendum on the existing Board and management team. That
referendum comes at the Company's 2022 annual meeting of
stockholders (the "2022 Annual Meeting"), for which the Board has
failed to set a record date for or otherwise make any progress
towards holding, or through the written consent of stockholders to
our proposals. Our ultimate goal is to install our slate of highly
qualified nominees as a majority of the Board, providing effective
representation of common stockholders. If the real motivation
behind the Board's delay with respect to the 2022 Annual Meeting is
to manipulate its recently announced stock buyback program to buy
time and buy votes ahead of a contested election, or to enter into
any other self-serving transaction designed to entrench this
dysfunctional Board, Iroquois wants to emphasize to the Board that
such tactics are made in vain. We strongly believe that
accountability will ultimately return to the boardroom.
We look forward to continuing to engage with our fellow
stockholders over the coming weeks and invite you to review our
preliminary consent statement, which explains why we believe our
slate of professionals has the requisite skillsets, experience,
drive, sense of accountability and demonstrated skin in the game
needed to turn the Company around and maximize value for
stockholders, PharmaCyte's key constituents."
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"), has filed 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 27,
2022, Iroquois Master is the direct beneficial owner of (i)
1,316,499 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 27, 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) 1,316,499
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 27, 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) 1,384,869 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 27, 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) 1,316,499
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 27, 2022, Mr. Schechter is the direct
beneficial owner of 50,000 shares of Common Stock. As of the close
of business on July 27, 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 27, 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