chuckles: Indeed, the federal lawsuit appears to b
Post# of 154804
(Total Views: 843)
Posted On: 09/17/2021 11:52:46 PM
Re: chuckles759 #104412
chuckles: Indeed, the federal lawsuit appears to be settled. Thanks to your link to a form 14a SEC filing by the 13D group, I am able to report that a settlement has presumptively been reached between the parties in CYDY's lawsuit against 13d in the US District Court for the District of Delaware. According the SEC filing, a joint stipulation containing the terms of settlement will be filed on Monday. I can't imagine that Judge Noreika will reject the settlement.
The settlement requires 13D to make additional disclosures on its proxy statement, dealing mainly with the circumstances of the Incell DX buyout proposal and the status of Incell's 2 patent applications involving Covid treatments. In return, CYDY will dismiss its lawsuit, and withdraw its bar of the 13D nominees from the BOD ballot based on alleged SEC related violations.
The federal court settlement ends the SEC related portion of the dispute. As noted in previous posts, the 13 D lawsuit in the Delaware Chancery Court involves compliance by 13D with CYDY's by-laws relative to the BOD election. While CYDY could still keep 13D off the ballot if the state court refuses to enjoin CYDY from fulfilling its previous announcement barring the 13D nominees, I strongly suspect a similar settlement either has been reached or shortly will be.
As I noted in prior posts, 13D was likely going to have the time needed to substantially cure the myriad deficiencies in its initial notice of nominations. So to keep the 13D candidates off the ballot, CYDY's law firm, Sidley and Austin, were going to have to convince either the federal or state court judge to rule against the rights of shareholders to choose their board members due to 13D's inability to cure the initial deficiencies in its notice of nominations.
As the lawsuits played out, I suspect S&A advised CYDY that an Order keeping the 13D nominees off the ballot was unlikely and that negotiating the wording of the final curative disclosures was more prudent than rolling the dice on 2 adverse outcomes. As I also pointed out previously, 13D could have appealed any injunction granted in favor of CYDY, and any such appeal almost certainly would have required a postponement (perhaps lengthy postponement) of the Oct 28 shareholder meeting and board election. The settlement(s) obviously resolve that concern.
While CYDY only gained additional remedial disclosures from the litigation, my hunch is that many shareholders, though upset with past missteps by management, will nevertheless be unwilling to vote in a new board comprising individuals who sought to have CYDY shareholders pay an exorbitant price for a diagnostic company with little revenue and who are continuing, as per the stipulation, to prosecute a patent application for Intell DX that would diminish the value of CYDY's Leronlimab patent.
I can only hope that most shareholders will do their due diligence before voting. I suspect it would also help immensely if management has ready a stream of PRs announcing positive accomplishments in the lead up to Oct 28. GLTA.
The settlement requires 13D to make additional disclosures on its proxy statement, dealing mainly with the circumstances of the Incell DX buyout proposal and the status of Incell's 2 patent applications involving Covid treatments. In return, CYDY will dismiss its lawsuit, and withdraw its bar of the 13D nominees from the BOD ballot based on alleged SEC related violations.
The federal court settlement ends the SEC related portion of the dispute. As noted in previous posts, the 13 D lawsuit in the Delaware Chancery Court involves compliance by 13D with CYDY's by-laws relative to the BOD election. While CYDY could still keep 13D off the ballot if the state court refuses to enjoin CYDY from fulfilling its previous announcement barring the 13D nominees, I strongly suspect a similar settlement either has been reached or shortly will be.
As I noted in prior posts, 13D was likely going to have the time needed to substantially cure the myriad deficiencies in its initial notice of nominations. So to keep the 13D candidates off the ballot, CYDY's law firm, Sidley and Austin, were going to have to convince either the federal or state court judge to rule against the rights of shareholders to choose their board members due to 13D's inability to cure the initial deficiencies in its notice of nominations.
As the lawsuits played out, I suspect S&A advised CYDY that an Order keeping the 13D nominees off the ballot was unlikely and that negotiating the wording of the final curative disclosures was more prudent than rolling the dice on 2 adverse outcomes. As I also pointed out previously, 13D could have appealed any injunction granted in favor of CYDY, and any such appeal almost certainly would have required a postponement (perhaps lengthy postponement) of the Oct 28 shareholder meeting and board election. The settlement(s) obviously resolve that concern.
While CYDY only gained additional remedial disclosures from the litigation, my hunch is that many shareholders, though upset with past missteps by management, will nevertheless be unwilling to vote in a new board comprising individuals who sought to have CYDY shareholders pay an exorbitant price for a diagnostic company with little revenue and who are continuing, as per the stipulation, to prosecute a patent application for Intell DX that would diminish the value of CYDY's Leronlimab patent.
I can only hope that most shareholders will do their due diligence before voting. I suspect it would also help immensely if management has ready a stream of PRs announcing positive accomplishments in the lead up to Oct 28. GLTA.
(48)
(0)