Good summary from venus1, on IHub, last night:
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Posted On: 09/19/2021 8:02:37 AM
Good summary from venus1, on IHub, last night:
"TRIAL (POSSIBLY) DISMISSED ON MONDAY
Two SEC filings yesterday and a new Zoom scheduled for Tuesday.
Here is what appears to be going on.
As Sidley always stated the company (Cytodyn) was not trying to stop the 13D proxy vote but protect their shareholders as required by law. 13D had not disclosed properly many things which were required and were seeking an injunction until such time as the proxy group corrected the errors and omissions.
It appears as part of a settlement both sides has agreed to, these deficiencies will be corrected by the 13D group with amended filings which two have taken place. Perhaps there will be more.
The suit's settlement is dependent on these satisfactory filings being met so too early to say the case is definitively over but I expect it will be.
I know there will be lots of hollers from both sides claiming victory but if you go back to the initial complaint filed on August 5th, the goals were never to prohibit the 13D proxy vote (as many claimed) but to force their openness on matters important to Investors so they can make an informed decision. That is in the language of the initial complaint.
13D proxy group is now making those matters public. The initial wish of Cytodyn has been fulfilled. Everyone will be allowed to vote for who they support (contrary to accusations that NP is trying to block the vote) and based on court precedent cited by Sidley, NP had a legal duty to protect shareholders in the manner that occurred (filing suit).
In essence, the case was not frivolous, protected shareholders so they could vote with all information at their disposal and that information has now been adjusted in the two new SEC filings.
From what I have read so far the outstanding questions are thusly answered.
INCELLDX OFFER
The full disclosure of the amount has been placed into the SEC filing. The initial payment would have been $150 million followed by milestone payments that totalled $350 million.
We all knew that. Arguing it was only $150 million (Patterson) or $350 million (Cytodyn) were both technically misleading. The new SEC filing clears this up by giving the details of full arrangement.
PATENT ISSUES
Two patents are in question both rejected by the USPTO.
1) One patent was refiled after rejection with a narrower definition that makes it only valid with Maraviroc so as to not compete with the granted patent to Cytodyn.
2) a second patent has an open ended rejection which Incelldx is formulating a response to due in October. In essence, they need to figure out a means similar to the first patent to limit it's scope so it doesn't infringe on Cytodyn patent. This is their legal right if they can satisfactorily make it work.
BOD NOMINEES
From the SEC filing it appears there will be new nominations and some contributing members have decided to exit.
Due to the way it was written it's unclear who is exited and who is being newly nominated.
For certain, Rosenbaum, Beatty and Wilmes are staying. Bruce Patterson was not mentioned but is in the upcoming Zoom as well as Melissa Yeager.
It appears less a fracture of 13D but just some backers removing their support.
OTHER DISCLOSURES
Who is invested through ownership of shares is also discussed in the new filing including Pestell and Caracciolo prior connection to Cytodyn.
IN CONCLUSION
For everyone involved it looks like the court issues will be out behind us and everyone can make their informed decisions now on October 28th.
Let's consider that a win for all shareholders!"
"TRIAL (POSSIBLY) DISMISSED ON MONDAY
Two SEC filings yesterday and a new Zoom scheduled for Tuesday.
Here is what appears to be going on.
As Sidley always stated the company (Cytodyn) was not trying to stop the 13D proxy vote but protect their shareholders as required by law. 13D had not disclosed properly many things which were required and were seeking an injunction until such time as the proxy group corrected the errors and omissions.
It appears as part of a settlement both sides has agreed to, these deficiencies will be corrected by the 13D group with amended filings which two have taken place. Perhaps there will be more.
The suit's settlement is dependent on these satisfactory filings being met so too early to say the case is definitively over but I expect it will be.
I know there will be lots of hollers from both sides claiming victory but if you go back to the initial complaint filed on August 5th, the goals were never to prohibit the 13D proxy vote (as many claimed) but to force their openness on matters important to Investors so they can make an informed decision. That is in the language of the initial complaint.
13D proxy group is now making those matters public. The initial wish of Cytodyn has been fulfilled. Everyone will be allowed to vote for who they support (contrary to accusations that NP is trying to block the vote) and based on court precedent cited by Sidley, NP had a legal duty to protect shareholders in the manner that occurred (filing suit).
In essence, the case was not frivolous, protected shareholders so they could vote with all information at their disposal and that information has now been adjusted in the two new SEC filings.
From what I have read so far the outstanding questions are thusly answered.
INCELLDX OFFER
The full disclosure of the amount has been placed into the SEC filing. The initial payment would have been $150 million followed by milestone payments that totalled $350 million.
We all knew that. Arguing it was only $150 million (Patterson) or $350 million (Cytodyn) were both technically misleading. The new SEC filing clears this up by giving the details of full arrangement.
PATENT ISSUES
Two patents are in question both rejected by the USPTO.
1) One patent was refiled after rejection with a narrower definition that makes it only valid with Maraviroc so as to not compete with the granted patent to Cytodyn.
2) a second patent has an open ended rejection which Incelldx is formulating a response to due in October. In essence, they need to figure out a means similar to the first patent to limit it's scope so it doesn't infringe on Cytodyn patent. This is their legal right if they can satisfactorily make it work.
BOD NOMINEES
From the SEC filing it appears there will be new nominations and some contributing members have decided to exit.
Due to the way it was written it's unclear who is exited and who is being newly nominated.
For certain, Rosenbaum, Beatty and Wilmes are staying. Bruce Patterson was not mentioned but is in the upcoming Zoom as well as Melissa Yeager.
It appears less a fracture of 13D but just some backers removing their support.
OTHER DISCLOSURES
Who is invested through ownership of shares is also discussed in the new filing including Pestell and Caracciolo prior connection to Cytodyn.
IN CONCLUSION
For everyone involved it looks like the court issues will be out behind us and everyone can make their informed decisions now on October 28th.
Let's consider that a win for all shareholders!"
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