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Quote:The new filings raise further questions about the motivations and goals of the Rosenbaum/Patterson Group. For example, it is unclear what the relationship is between the backers of CCTV and the Group. The Group’s filings now state: “We cannot be certain that the other stockholders named in the Schedule 13D will support the Nominees,” yet the Group’s Schedule 13D filed on May 24, 2021 stated the Group “may seek stockholder representation on the Board, as appropriate, including but not limited to through the initiation of a proxy contest at the Issuer’s 2021 annual meeting of stockholders.”
The Group admits that its members engaged in a “shadow campaign” to solicit votes from shareholders without having made the required filings to do so. By issuing a corrective proxy filing on August 13, 2021, which included social media posts, the Group is implicitly acknowledging that these posts violated federal securities laws. As a legal matter, all of the Group’s written solicitation activity was required to be identified as such and publicly filed with the SEC the same day. The Group was also forced to admit that the Reddit user with the alias “/u/superchet,” which was used to moderate a forum regarding the Company and posted comments in favor of the hostile takeover, is in fact Group member Jeffrey P. Beaty. Thus, not only did Group members seek to illegally solicit votes, at least one of them hid behind an anonymous online alias in an attempt to do so without being identified. Lastly, concerned shareholders have made us aware that Paul Rosenbaum and Bruce Patterson conducted secret Zoom conference calls with potential investors to solicit their support to take over the Company’s Board – many weeks, or even months, before the Group filed its Schedule 13D on May 24, 2021.
The Group continues to blatantly mislead shareholders about the IncellDx proposal to be acquired by CytoDyn. They now claim that IncellDx’s $350 million proposal was solicited by the Company, which is completely misleading. Dr. Patterson approached the Company’s management team on several occasions to propose that IncellDx be acquired by CytoDyn, which is well documented. The management team, consistent with its fiduciary duties, told Dr. Patterson that IncellDX had to submit a formal proposal in order for the Board to consider such a transaction. Shareholders should be asking themselves why would CytoDyn want to acquire a private entity with under $4 million in revenues and uncertain EBITDA for $350 million?
The Group has yet to present a plan for the future of CytoDyn despite continuing its attempt to take control of the Board. In its filings last week, the Group merely said “We look forward to publicly releasing a comprehensive turnaround plan over the coming weeks and months.” The Group echoed this statement in its revised proxy statement filed yesterday. Shareholders must ask themselves why the Group has yet to disclose any of its mysterious plans – nearly three months after its initial Schedule 13D filing announcing its intent to run a proxy contest. If this Group has yet to put forth any business plan for consideration by the shareholders, how many years will be lost in the regulatory advancement of leronlimab?
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