An anonymous director reports
NYMOX'S 3-MONTH EX-CFO WAS AWARDED AN UNAUTHORIZED AND UNDISCLOSED
TREASURY DIRECTIVE FOR 100,000 SHARES OF NYMOX STOCK WITHOUT THE
KNOWLEDGE OR APPROVAL OF THE NYMOX BOARD OR NYMOX'S CEO
Chris Riley, who was terminated in June of this year after only three months as Nymox Pharmaceutical Corp.'s chief financial officer, was awarded on March 13,
2023, an unauthorized and undisclosed treasury issuance request for 100,000 shares of
Nymox stock, independently executed by the company's ex-legal counsel, Randall Lanham, without the knowledge,
disclosure or approval of the independent board members, or the company's chief executive officer.
Mr. Riley and his termination by Nymox
The treasury directive purported to award Mr. Riley 100,000 shares of stock on March 13, 2023, at a time before he
was named CFO of the company. This attempted stock award was concealed from the board of directors, was not
shown to the CEO, and was not approved by the independent board members, as required by the company's bylaws.
The company has taken all timely and requisite steps to protect its shareholders from
this unauthorized and undisclosed action involving the ex-CFO during his very brief time at Nymox before he was
swiftly and appropriately terminated.
Before being hired by Nymox, Mr. Riley provided a resume with an impressive but false claim of securing $62.5-million (U.S.) at another company, which was later discovered to be a company founded by ex-legal counsel Mr.
Lanham, for whom ex-board member Richard Cutler is general counsel and Mr. Riley is CEO. Nymox relied on this
resume to be truthful, and it relied on the recommendation of the company's ex-legal counsel when it made its
decision to hire Mr. Riley as its CFO, and entrusted him with Nymox confidential information. This deception was
subsequently questioned by the board and Nymox's CEO after Mr. Riley was hired, and the false nature of the claim on
the resume was later confirmed in writing by Nymox's legal counsel at the time, Mr. Lanham. Shortly after the
company became aware of the resume deception, Mr. Riley introduced Nymox to a Pennsylvania-based distributor with whom it was later revealed Mr. Riley has a prior and continuing business association. The distributor
subsequently presented a proposed transaction to Nymox that would have immediately
awarded Mr. Riley and Mr. Lanham each three million shares of stock, with six million additional shares to each to be awarded
upon the occurrence of future events. Nymox made the appropriately swift determination to terminate its
engagement with Mr. Riley to protect its shareholders and preserve the integrity of the company. The unauthorized,
undisclosed and concealed attempted award of 100,000 Nymox shares to Mr. Riley was discovered after his termination,
along with other breaches of confidentiality, loyalty and fiduciary duty.
Mr. Riley in the interval since he was terminated in June, 2023, has participated with others, including Mr. Lanham, in a campaign of disinformation and slander against the company. Mr. Riley has been duly
advised by the company's legal representatives that Nymox preserves its rights to seek appropriate remedies,
including legal actions.
The distributor and its offer
Mr.
Riley has claimed publicly that he is associated with, and has the support of, a third party distributor based in
Pennsylvania. This distributor met with Nymox on a few occasions, exchanged business information with Nymox
under a non-disclosure agreement, and made a preliminary offer (the proposed transaction mentioned herein) to
loan the company funds in return for benefits Nymox did not believe would benefit its shareholders. These benefits
included rights for the distribution company with regard to manufacturing control, with regard to worldwide market
rights and cash flow control, the outright change of control of the board of directors of Nymox, and the outright
awarding of up to 18 million shares in total to Mr. Riley and Mr. Lanham (three million each immediately, and six million each
upon the occurrence of future events), as previously reported by the company (6-K July 13, 2023).
The offer of a loan under such conditions was not in the best interests of Nymox shareholders, in the view of the
Nymox board of directors, which carefully examined the preliminary offer in June, 2023. To Nymox's knowledge,
the distributor has no well-known past accomplishments of any regulatory successes, nor has it invented or
developed any new treatments. Nymox has received far-better offers in the past that have always included real cash
investment offers (not loan offers) and real expertise in gaining approvals (with established pharmaceutical companies and
not with relatively recently founded distributors). Distribution (which involves supply chain steps such as storage,
shipping, inventories and similar activities) is a valid service but is not the same full service as what is generally
understood as pharmaceutical marketing in the pharmaceutical industry, which involves far more commitment of resources,
advertising budgets, expertise and added value. The attempt to have the company surrendering a long list of many
valuable rights to the company's property, changing control of the board of directors of the company, and to issue
massive dilutionary stock -- in return for just a loan and contracted low-value-add distribution services to be paid by
Nymox after approvals -- is amongst the very worst offers that Nymox and its advisers have seen in the past 10 years
or longer, in the view of Nymox management and board.
The distributor's preliminary offer in writing received by Nymox included the astounding proposed fee to Nymox of
$1,500 (U.S.) per unit of treatment for the distribution services it would provide after approval, in addition to the
rights, stock and other details mentioned herein. Comparable services normally cost a very small fraction of that amount, an
amount that Nymox shareholders would be losing in this one-sided offer.
It was a very unattractive offer to the company's shareholders, in the considered view of Nymox management and the
board of directors, which serve to make decisions in the best interest of its shareholders, such as the termination of
Mr. Riley and his collaborators. Nymox decided not to engage further with the distributor. The third party distributor,
according to Mr. Riley's written and public communications, supports Mr. Riley in his campaign against the company's
board and management; and according to information from Mr. Riley's communications, the distributor has participated
in and supported activities that are not in the best interests of shareholders, with the aim of trying to force what
Nymox management and board considers to be an offensive ill-advised "deal" on Nymox shareholders.
The distributor also has received communications from Nymox's legal representatives that it is in breach of the
non-disclosure agreement, and that Nymox will hold it responsible for any damages that may ensue from its co-operation with Mr. Riley
to harm the relations between Nymox and its shareholders.
About Nymox Pharmaceutical Corp.
Nymox is in the process of submitting applications for the approval to market the company's first-in-class drug,
Nymozarfex, to treat the symptoms of benign prostatic hyperplasia (BPH). BPH is one of the most common
conditions affecting middle-aged and elderly men throughout the world. BPH can be devastating to men who suffer
from the condition. Current treatments are associated with numerous intolerable side effects, including sexual
problems, such as impotence and retrograde ejaculation. Medications for BPH have been associated with prostate
cancer, depression, gynecomastia and other adverse effects. The majority of men stop taking the available
medications due to these and other problems. Surgery is often needed for advanced BPH. Surgery is usually
effective, but it is not without risks and the discomforts of surgery, and BPH surgery has side effects, such as permanent
retrograde ejaculation, for many patients.
Nymox recently reported 10-year follow-up data on all available patients from its United States clinical trial of
Nymozarfex for the treatment of low-grade localized prostate cancer. The available long-term data newly
assessed confirmed that all available data show that the Nymozarfex treatment had an important
and statistically significant benefit for reducing the long-term progression of these prostate cancers.
We seek Safe Harbor.
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