16/07/2023 — CARSON CITY, Nev. & LONDON — (BUSINESS WIRE)
The Committee to Restore Nymox Shareholder Value, LLC (CRNSV), with a goal to recover shareholder value in NYMOX PHARMACEUTICAL CORP (“NYMX-Q”) by reestablishing a proposed partnership with a highly respected, global specialty pharmacy and healthcare solutions company, today resolutely refutes all allegations made in a press release by current Nymox leadership.
Chris Riley, one of the founding members of CRNSV, says, “The fallacious statements in the media release distributed by Nymox are not only a misrepresentation of the facts, but also demonstrate actions that are contrary to the interests of shareholders. Our position and mission are designed to benefit all shareholders through commercial partnerships that raise the value of investment in Nymox by ensuring the success of a drug that impacts the prostate health of millions of men worldwide.”
In response to the malicious, defamatory and false claims made in the release, CRNSV clarifies the issues with these statements of fact:
- When the proposal is correctly and accurately presented to all Nymox long-suffering shareholders small and large, they will likely support changes in the board composition, leadership and the proposed partnership with a highly credible, global specialty pharmacy and healthcare services company as a partner. This proposed partnership would have saved Nymox from further decline and still has the potential to turnaround the organization.
- The Company’s action to remove two Board members claimed 51% of the vote, which is a legal requirement. The removal of Mr. Lanham and Mr. Cutler from the Board has been challenged to supply the shareholders who comprise the 51% with sign off from the Company auditors, TPS Thayer, to prove accuracy and integrity of the claimed 51% support. To date this has not been provided.
- The Board’s discussion of the proposed transaction could not be represented as “thorough” as only one board member was apprised of the deal, and we believe was not told the correct details as evidenced in the latest release regarding claims of debt structure which are not a true representation of the terms which offer non-recourse working capital funding. The potential partner has offered to present the deal to the Board and key shareholders to ensure their intentions and benefits or the proposed partnership are presented correctly, an offer which has been refused by Board members to date. The Committee challenges the Board to meet with the partner in the near future to discuss a positive way forward.
- Details of the common stock issuance as presented by the Company are totally incorrect. The partner involved in the proposed relationship observed a high degree of turnover among Nymox staff and executives. Given they were injecting USD $12.5 million of non-recourse funds, they wanted a stable, motivated and rational executive team and Board to partner with and create success.
- Lanham, who currently owns one million shares, was to receive an additional two million shares. However, he was promised 300,000 shares a year for nine years by Dr. Paul Averback (current Nymox CEO). Shares were issued during only two of the nine years.
- Riley was to receive 3 million shares.
- This would give Lanham and Riley between 2-3% of the equity. This is standard or boiler plate for executives who receive lower than market salaries in these early-stage companies and creates long-term stability while motivating the executive team to achieve key milestones and goals in commercializing the Company. In turn, this also rewards long-suffering shareholders with higher stock prices accompanied by dividend distributions once revenue is generated.
- For years and currently, Dr. Averback has been issuing 250,000 shares a month to himself (1% of the Company’s equity every quarter, or 4% annually as an anti-dilution play as well as USD $660,000 annual salary for many years.) All details are public information in the SEC filings and noted in the chat rooms with many comments on leadership that have alienated the rank-and-file shareholder, large and small.
- Partners who assist other companies with significant non-recourse capital and millions of dollars of services, which will be recouped on successful launches, usually request a Board seat, although this is negotiable. Board member Robinson invested a smaller amount, received stock and a Board seat
- Good corporate governance starts with professional board composition who carry out their fiduciary duties and show respect for shareholders.
- Dr. Averback demonstrated during meetings with the partner and as evidenced in the latest press release that he does not understand the difference between debt and working capital. The proposed partnership included $12.5 million of non-recourse funding. It would be booked as additional paid in capital as the refund received from the FDA after the failed USA market approval submission.
- Board member Robinson executed a deal for debt that was placed on the balance sheet at a 10% interest rate for a $1 million loan which is on the Nymox balance sheet. It is not clear if debt will be an ongoing funding mechanism for the Company, as Dr. Averback is not initially diluted by the debt transactions. No SEC filing or press release was made on Robinson’s debt facility.
- Will Robinson be offered stock as the Company cannot repay the debt or interest as it forecasts no revenue in the next year? Does Board member Robinson prefer his short-term high interest rate debt lines, versus a non-recourse working capital investment that not only will fund the Company for two years at current burn rate, but is also accompanied by service and expertise that will be committed and deployed to ensure market approvals and successful market launches for Nymox?
- Dr. Averback has not attended a Board meeting or Annual Shareholder meeting in over three years, despite being encouraged and requested on numerous occasions by executive management.
- Unfortunately, the current leadership of Nymox is not equipped to understand this deal and has continually misrepresented facts, as evidenced by the incorrect representations made by Dr. Averback in the recent press release.
- There is no place in the proposal that 18 million shares were to be issued to Lanham and Riley. This is an egregiously false statement and reflects how far the person making the claim is from commercial reality.
- The potential business partner did agree to buy 500,000 shares at USD $2 to try to assist in keeping Nymox stock listed on NASDAQ. The potential partner was acting in good faith and as a favor to Nymox and expressed they had no intention of owning stock or taking control. Dr. Averback was not aware treasury stock can be sold above market.
The Committee believes the key question is what relevance do these defamatory and slanderous misrepresentations regarding Nymox and contained in the recent press release have to the prospects of Nymox being enhanced by a very attractive shareholder value building proposition? This applies not simply to funding, but also for gaining the desperately required expertise to launch a healthcare Company and therapy in Europe, after failing in the FDA application.
About The Committee to Restore Nymox Shareholder Value, LLC (CRNSV)
CRNSV was formed by former executives of the NYMOX PHARMACEUTICAL CORP (“NYMX-Q”) with a goal to restore shareholder value in NYMOX (the Company). With a commitment to overcome the steep decline and volatility of the stock price following the catastrophic NASDAQ Delisting Decision, CRNSV has issued rebuttal letters to all Company shareholders and continues to emphasize lack of Company leadership, inability to realize the potential for valuable and promising results through a relationship with a highly respected global healthcare and specialty pharmacy solutions company; with expertise to help commercialize the Company’s benign prostatic hyperplasia (BPH) product, and Nymox’s lack of solution or plan for financial recovery of shareholder value. Headquartered in Carson City, Nevada with offices in London, CRNSV documents are available at https://www.crnsv.com/