Believes Nymox Management and Board Must Be Held Accountable for Prolonged Underperformance and Egregious Governance Practices
Urges Shareholders to Vote on the WHITE Proxy Card to Install New Leadership and a New Board at Upcoming Special Meeting
CARSON CITY, Nev. & LONDON–(BUSINESS WIRE)–The Committee to Restore Nymox Shareholder Value, Inc. (“CRNSV”), with a goal to recover shareholder value in Nymox Pharmaceutical Corporation (NYMX-F) (the “Company” or “Nymox”), today announced that it has delivered a letter to Nymox shareholders and issued a proxy statement and accompanying WHITE proxy card (the “Special Meeting Proxy Materials”) in connection with the Special Meeting of shareholders scheduled to be held on November 8, 2023, which is being called by CRNSV pursuant to the Order of the Supreme Court, Commercial Division, of the Commonwealth of the Bahamas, dated October 3, 2023 and filed October 5, 2023.
The Committee to Restore Nymox Shareholder Value, Inc. (“CRNSV”) was formed by former executives and directors of Nymox Pharmaceutical Corporation (“Nymox” or the “Company”), who were improperly removed from their positions, with a goal to recover shareholder value in Nymox. Despite the Company’s repeated efforts to avoid accountability at all costs and its complete disregard for proper governance, our voices have finally been heard. In accordance with the Order of the Supreme Court, Commercial Division, of the Commonwealth of the Bahamas (the “Bahamian Supreme Court”), dated October 3, 2023 and filed October 5, 2023 (the “Bahamian Supreme Court Order”), CRNSV is calling a Special Meeting of shareholders of Nymox, which will be held at Margaritaville Beach Resort, 2 Bay St., Nassau, Bahamas, at 9 a.m. (EST) on November 8, 2023 (the “Special Meeting”).
Nymox management and its Board of Directors (the “Board”) can no longer ignore our demands for transparency and accountability. The Bahamian Supreme Court has presented us with a critical opportunity to right the ship at Nymox, but it is ultimately up to us, the shareholders, to take action and seize this vital opportunity. That is why we are asking for your vote at the Special Meeting to remove Nymox incumbent directors, Paul Averback, James G. Robinson, David Morse and Patrick Doody (without conceding that Mr. Doody was properly elected as a director) (the “Incumbent Directors”) and replace them with our five highly-qualified director Nominees, Chris Riley, Randall Lanham, M. Richard Cutler, Bill Oldham, and Mario Patone (collectively, the “Nominees”). Our Nominees have the experience and skill sets required to drive improved performance at Nymox and importantly, are dedicated to serving shareholders’ best interests at all times. Pursuant to the Bahamian Supreme Court Order, we are also asking shareholders to approve, among other things, the termination of Paul Averback (“Averback”) from all positions held at the Company, including as Chief Executive Officer, Chairman, President, and Chief Science Officer.
NYMOX MANAGEMENT AND BOARD HAVE FAILED TO PROVIDE EFFECTIVE OVERSIGHT AND INSTILL PROPER GOVERNANCE
Under the direction of the Board and management team, the Company’s stock price has plummeted from historical highs of over $9.00 in 2011 and $5.00 in 2017 to as low as $0.19 on June 30, 2023. At the same time, the Company has failed to file required filings with the Securities and Exchange Commission (“SEC”) to report Company operations and income, has issued false and materially misleading statements to shareholders in its press releases and SEC filings, and has failed to comply with NASDAQ continued listing requirements, causing Nymox to be delisted from NASDAQ and relegated to the OTC “pink” market. Despite this disastrous performance and complete disregard for properly running a public company, Averback has unilaterally operated the Company entirely for his own self-interest, receiving excessive executive compensation in the form of both annual cash payments and Nymox shares in violation of his prior written employment contract with Nymox. To further illustrate Averback’s self-dealings, in 2018, he sold for his own personal gain over $4,390,000 worth of Nymox common stock. Additionally, from just January 1, 2021 to December 31, 2022, he paid himself over $1,400,000 in Company cash.
Averback and the other Incumbent Directors’ inability to properly oversee the Company and their apparent disregard for proper governance and compliance with the law is further evidenced by the unlawful termination of various officers and directors, including three of our Nominees, Messrs. Riley, Lanham and Cutler. We are happy to present these Nominees on our slate at the upcoming Special Meeting, as they are uniquely positioned to help turn the Company around given their prior experience at Nymox.
Like many of you, we have had and continue to have major concerns regarding various aspects of Nymox’s operations, financial structure, governance and strategy, including a long history of underperformance and mismanagement – problems that have existed for many years with no signs of improvement. Many shareholders, large and small, have felt the same pain and frustration – describing themselves as “long-suffering” and “underwater.” Unfortunately, the troubling status quo has not changed and is only worsening as evidenced by the continued share price devaluation and the Company’s delisting from NASDAQ on July 7th.
Alongside many of our fellow shareholders, we made every effort to engage Averback in discussions to address these concerns and opportunities to drive shareholder value, including, but not limited to, changes to senior management and the Board, setting appropriate management compensation, and improving Nymox’s financial condition and operations (including financing, spending, business strategy, compensation, debt, and dilution of stock). As part of that process, we had hoped to resolve these issues collaboratively with management, but Averback rejected that approach.
With all other efforts exhausted, we were left with no alternative but to seek relief from the Bahamian Supreme Court. During this process, we discovered Nymox had failed to properly maintain its corporate existence in the Bahamas, its jurisdiction of organization, and as such had been “struck off” as being a corporation legally viable in the Bahamas. As a prerequisite for getting the Company back on the right path, our first action was to file appropriate papers with the Bahamian Supreme Court to reinstate Nymox. After a hearing on September 28, 2023, the court granted Nymox’s reinstatement.
We had simultaneously filed a complaint and motion for an injunction seeking to compel Nymox to hold a shareholder meeting so that shareholders would have the ability to choose the individuals they believe are most qualified to lead the Company forward. The motion also sought to remedy several other self-dealing and malfeasant actions taken by the Incumbent Directors and, in particular, Averback. After presenting the Bahamian Supreme Court with evidence sufficient to demonstrate the grave situation the Company faces under Averback’s control and leadership, the court ruled in our favor and granted our motion, filing the Bahamian Supreme Court Order on October 5, 2023, requiring the calling of a shareholder meeting.
More specifically, the Bahamian Supreme Court Order demanded that the Company, by 5:00pm Bahamas time on October 9, 2023, give notice of the 2023 Annual General Meeting or alternatively, a Special Meeting to be held on a date not more than 28 days from the date of such notice. The Bahamian Supreme Court Order further provided that if the Company failed to call a shareholder meeting, we would be permitted to do so and also restricts the Company from taking any significant actions with respect to the Company’s assets or from issuing any shares in the Company. Finally, the Bahamian Supreme Court Order restricts Averback and director James Robinson from voting a significant portion of their Nymox shares alleged to have been gained through self-dealing and/or breaches of fiduciary duties, at the Special Meeting and until trial or further order. Importantly, this process allows us, the disenfranchised minority, to control our own fate and remove those who have exploited and unlawfully taken Company resources for their own personal gain.
That brings us to today. While we are not surprised, we are again disappointed by the Company’s failure to heed the Bahamian Supreme Court Order to call a shareholder meeting, which is why we are now calling the Special Meeting ourselves. The Company’s decision to fight the Bahamian Supreme Court Order rather than call a shareholder meeting, underscores the Company’s continued disregard for standard corporate governance and further illustrates why change is urgently required at Nymox. Accordingly, we are seeking your support at the Special Meeting to install new leadership and a new Board at Nymox. Additional details regarding Averback’s concerning history at Nymox and the other Incumbent Directors’ failures as well as additional information regarding the proposals being presented at the Special Meeting can be found in our Proxy Statement, which is available for viewing at www.crnsv.com.
We cannot underscore the importance of taking this critical opportunity to turn a new leaf for Nymox at the upcoming Special Meeting. We, the shareholders, now have the power to dictate change – let’s make our voices heard loud and clear that the status quo will no longer be tolerated.
THERE IS A BETTER PATH FORWARD
There is no question that Nymox is at a crossroads in its corporate life and that we, as shareholders, must make a vital decision at the Special Meeting. Does the Company continue along the same path it has for the last 20 years, marred by consistent underperformance and egregious governance? One where Averback keeps you and other shareholders in the dark or worse yet, continues to mislead you, while personally profiteering off of your hard-earned investment? One full of more empty promises and dwindling value?
We think the answer is a clear no and that Nymox shareholders have suffered long enough. The only pathway we see to improving performance, operations, governance, transparency and accountability at Nymox is by installing new leadership and a new Board comprised of our highly-qualified Nominees, most of whom have experience directly with Nymox. Importantly, our Nominees are committed to protecting the interests of the Company and its shareholders at all times.
If we are successful in removing this underperforming and misaligned Board, our Nominees will take immediate steps to reinvigorate Nymox leadership and improve the Company’s revenues, operations, performance, governance and regulatory compliance. As a critical first step, the new Board will seek to terminate Averback from all positions of employment and immediately conduct an industry-wide search for a new Chief Executive Officer with strong pharmaceutical and bio-tech experience and a proven track record of accomplishments. We believe that it is critically important that the new Board select and appoint a chief executive with integrity who can begin to rebuild shareholder confidence in the Company and its management. During the interim period, we intend to appoint our Nominee Mr. Lanham as the interim CEO, who we believe is well suited to help lead the Company given his deep prior experience at Nymox. The new Board would also seek to identify and install other senior executives to join Nymox’s management team, including appointing our Nominee Mr. Riley as the Chief Financial Officer.
The new Board and management would need to work together to promptly establish a growing revenue stream, and then develop a strategy for differentiated, sustainable long-term growth. Due to the current financial state of the Company, we believe it will be necessary and time critical to raise some capital for the Company in order to get Nymox back on its feet and fund its drug applications. In addition, the new Board would act to install proper governance at Nymox, including by amending the outdated Bylaws to ensure compliance with the IBCA, ensuring transparency and improving shareholder engagement.
Our interests are directly aligned with yours. We look forward to sharing additional details regarding our turnaround plans for Nymox. One key component of our plan will be to continue to negotiate, enter into and facilitate the previously proposed deal with AscellaHealth LLC (“AscellaHealth”), which Averback rejected due to, we believe, self-serving reasons. AscellaHealth is a Global Specialty Pharmacy and Healthcare Services Organization, which through a wide range of available capabilities and services benefit all industry stakeholders; patients, life sciences manufacturers or intellectual property holders (Nymox) payers and providers.
As described in more detail in our Proxy Statement, we believe AscellaHealth is the right fit for the in-market pre-launch research and full commercials launch services. AscellaHealth previously offered to fund Nymox on a cashflow basis for 2 years with a $12 million non-recourse cash injection and buy treasury stock at $2.00 in an attempt to address the NASDAQ delisting challenge. The in-market launch of Nymox’s therapy would be funded by AscellaHealth, which would also cash flow the significant working capital required for manufacturing the Nymozarfex product on an ongoing basis.
CHANGE AT NYMOX IS URGENTLY NEEDED – IT IS TIME FOR ACCOUNTABILITY
We believe that with the right management team and Board in place, Nymox can implement measures to increase revenue and decrease expenses, eventually resulting in profitability and shareholder value creation. Accordingly, we urge you to support wholesale change at Nymox by voting in favor of new leadership and a new Board at the upcoming Special Meeting. Below are additional details on our highly-qualified Nominees.
- Christopher Riley is a forward-thinking, financially astute finance and operation’s executive with talent for re-engineering, building, and profitably growing businesses to achieve significant shareholder value in medical technology and consumer product markets for multinational & entrepreneurial organizations. Mr. Riley is skilled as a revenue generator, operational change agent, and entrepreneur; and has expertise taking demanding situations and producing a positive result. Mr. Riley is considered by his peers to be a game changer and is recognized as a fast-paced driver to produce results. He is consistently reviewed as the go to person in demanding situations. Mr. Riley became Chief Financial Officer of Nymox in January 2023 until his unjustified termination in July 2023. Mr. Riley has been Chief Operating Officer, Chief Executive Officer and Chairman of Mitochon systems, Inc. from 2006 to present, where he repositioned the startup business by transitioning from the SAAS or cloud-based physician communication service (PCS) solution to offshore service development and enabled targeted health care messaging to be delivered to physicians and patient audiences in the growing digital health care system. Mr. Riley was also CEO of Continuous Materials LLC from 2018 to 2020, a company at the forefront of waste-to-value creation.
- Randall Lanham, Esq. is an attorney and entrepreneur with extensive experience in start-ups, securities law and corporate finance. Mr. Lanham has vast experience in both domestic and international corporate matters. Mr. Lanham’s extensive business experience, coupled with his solid background in corporate and civil law, give him a unique effectiveness in coordinating corporate reorganizations as well as business operations. As an inventor and entrepreneur, Mr. Lanham holds two US Patents and has managed several of his own businesses while playing a pivotal role in start-up/turn-around operations, enhanced corporate image and customer satisfaction, increased revenues, and profit & loss responsibility. As an attorney, Mr. Lanham has negotiated contracts with major U.S. companies including Hasbro, Inc., Playskool, Inc., Philip Morris, USA, Inc., Major League Baseball (“MLB”), the National Football League (“NFL”) and USA Direct, Inc. and was a US Representative responsible for assisting the expansion of NASDAQ to Montreal in 1999.
- M. Richard Cutler, Esq. founded Cutler Law Group in 1996. Mr. Cutler has practiced in general corporate and securities law and international business transactions since his graduation from law school. Mr. Cutler is a graduate of Brigham Young University (B.A., magna cum laude, 1981) and Columbia University School of Law (J.D. 1984). Mr. Cutler was admitted to the State Bar of Texas in 1984 and the State Bar of California in 1990. After law school, Mr. Cutler joined Jones, Day, Reavis & Pogue where he practiced in the corporate, securities and mergers and acquisitions departments. Mr. Cutler subsequently spent five years in the corporate and securities department in the Dallas office of Akin, Gump, Strauss, Hauer & Feld. After moving to the west coast, Mr. Cutler joined the Los Angeles office of Kaye, Scholer, Fierman, Hayes & Handler, a New York based law firm, where he continued his corporate securities practice. In 1989, Mr. Cutler founded Horwitz, Cutler & Beam in Anaheim, California, where he managed the corporate and securities practice for five years. In 1996, Mr. Cutler formed Cutler Law Group, P.C. in Newport Beach, California, a firm which specializes in general business, corporate and securities law, as well as international business transactions. Cutler Law Group moved to Augusta, Georgia in September 2002, where he continued to practice law and owned and operated the Club at Raes Creek, a first class swim, tennis and fitness club. From 2008 until 2010, Mr. Cutler was President and Chief Executive Officer of Sustainable Power Corp., a company in Baytown, Texas specializing in green energy technologies. Cutler Law Group moved to Houston, Texas in 2009.
- Bill Oldham, MBA is a seasoned entrepreneur, investor and consultant who supports growth industries and high value clients across health, technology, and energy industries spanning both public and private sectors. Mr. Oldham supports numerous emerging companies, providing strategic business consulting and board level roles to drive market uptake and expansion, manage finance and generate favorable industry positioning, and is always seeking new partners across these designated markets and ready to continue building value. Mr. Oldham is currently Co-Founder, Chairman and Chief Financial Officer of AscellaHealth, a premier, tech-enabled specialty pharmacy and healthcare services organization serving patients, payers, life sciences companies and providers with innovative, cutting-edge clinical programs and services to improve health outcomes and enhance the patient journey. Mr. Oldham is also Founder of Oldham Global, which focuses on investment company building solutions in FinTech, health IT, and health services. Under his leadership, AscellaHealth has experienced astonishing revenue growth both organically and through acquisition, with strong profitability during every year of operation. Mr. Oldham was named 2022 CFO of the Year by the Philadelphia Business Journal and a 2023 Titan 100 Honoree.
- Mario Patone brings over 30 years of expertise to his role as Deputy Chief Financial Officer and Vice President of Corporate Development at AscellaHealth LLC. He joined AscellaHealth in that role in January 2022. From December 2020 through December 2021, Mr. Patone was a director for Cherry Bekeart LLP, an accounting firm. From May 2018 to December 2020, Mr. Patone was Chief Executive Officer of SolomonEdwards, a professional services firm, and was also Chief Financial Officer for Elwyn Pharmacy Group, a specialty pharmacy, from April 2016 through April 2018. Mr. Patone obtained a B.S. from Penn State University in 1987 and a B.S. from Goldey-Beacom College in 1992. Mr. Patone is a Certified Public Accountant (CPA).
