00:21:09 EDT Tue 14 May 2024
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Nymox urges holders not to attend "improper" meeting

2023-10-27 16:57 ET - News Release

Mr. Paul Averback reports

NYMOX INFORMS ITS SHAREHOLDERS NOT TO TAKE CALLS OR PARTICIPATE IN AN UNAUTHORIZED AND IMPROPER SHAREHOLDER MEETING

The following is Nymox Pharmaceutical Corp.'s response to an unauthorized shareholder meeting.

Nymox warns its shareholders that false and manipulative behaviour is involved in attempts to hold an unlawful, unauthorized and improper shareholders meeting that does not have the support of the company or anyone currently associated with the company. A shareholders meeting requires at least a quorum of duly registered shareholders, and the small group of individuals requesting the meeting represents about 1.6 per cent of the legitimate shares of the company. Do not be misled by their improper, unauthorized and misleading acts.

Long before this group brought their highly suspicious claim in a Bahamian court to secure an order, with no participation by the company, Nymox had filed detailed criminal complaints with various law enforcement agencies at both the state and federal level, and has carried out appropriate actions to protect the shareholders. Actions have also been filed in civil court, with legal associations and with other relevant government agencies, and extra precautions have been taken to ensure the security of the company's property from this group.

The Nymox board has been fully supported by the vast majority of voting shareholders of Nymox, who have legally provided the company with their full support. You, the shareholders, have told the company this in writing.

Former general counsel Mr. Lanham leaves a trail of embezzlement, forgeries, fraudulent and negligent actions, including his current refusal to return to the company its corporate documents and records, and his unauthorized and unlawful use of the company property to support this group's actions. Some of you may have received highly sensitive and confidential property of Nymox in flagrant violations of Mr. Lanham's confidentiality agreement with the company, and in violation of his continuing duty owed to Nymox and its shareholders. In blatant disregard to his sworn under oath certificate with the Supreme Court of California filed to avoid a lengthy suspension from the California bar, Mr. Lanham continued to practise law, failed to inform Nymox of his suspensions and invoiced Nymox for legal services (despite being compensated as a full-time general counsel) during the three-month period in which he swore under oath to the Supreme Court of California he would not practise law.

Former chief financial officer for three months Mr. Riley, with Mr. Lanham and former board member and lawyer Mr. Cutler, have been executives of a separate entity for many years. None of them ever disclosed their relationship in this entity to Nymox, which is a serious breach of their duties and obligations to Nymox shareholders. This separate company's address is the very same address of Mr. Lanham's office where he invoices Nymox for legal services, all unknown to Nymox, while they were associated with the company. Nymox has been informed by more than one individual that Mr. Lanham and Mr. Riley have approached Nymox shareholders in the past seeking investment in their separate company, not Nymox. At the time, Mr. Lanham introduced Mr. Cutler to Nymox and recommended him to serve on the company's board. Mr. Cutler had filed for bankruptcy in Texas and entered into bankruptcy in early 2016, rendering him unauthorized to be a member of the board. Neither Mr. Lanham, nor Mr. Cutler ever informed Nymox of this.

Mr. Lanham and Mr. Riley highly encouraged Nymox's chief executive officer to sign an agreement with a distributor (Ascella), informing him the agreement was mostly boilerplate, in which both Mr. Lanham and Mr. Riley could have received huge amounts of Nymox stock. In addition, Ascella's CEO Mr. Oldham would have been awarded a seat on the board, as well as Mr. Riley, which would have dramatically changed control of Nymox.

Neither one informed Nymox's CEO or other board members of their financial interest in that agreement, the result of which would have invalidated that agreement if signed as they so highly desired. Entering into that agreement could have exposed Nymox to liabilities and would have dramatically harmed Nymox shareholders. As any responsible company would do after uncovering this obvious kickback scheme, Mr. Lanham and Mr. Riley were immediately terminated.

Since their justified termination, Mr. Riley, Mr. Lanham and Mr. Cutler have retaliated against Nymox management, spreading rumours and mistruths and trying but failing miserably to fool shareholders. After more than three months of constant communication with shareholders, they have managed to garner the support of only a very tiny fraction of shareholders. With the full backing and financing by Ascella, they sought recourse in an underhanded legal proceeding in the Bahamas that resulted with the issuance of an order that the company is confident will be set aside. Nymox has requested a stay of the order pending a full hearing on the claims, which Nymox will oppose and is confident it will succeed on the merits, effectively erasing all of this group's actions to date, including improperly calling an unauthorized shareholder meeting and contacting Nymox shareholders without authorization.

Some but not all relevant information about these terminated individuals and former board members and their malfeasances is summarized below:

  1. Mr. Riley lied on his resume about securing $62.5-million for another company to gain his position as company CFO; lied about his business relations with the other persons mentioned here; and attempted to steal 100,000 shares from Nymox treasury before he was fired after three months as CFO, amongst many other malfeasances. Mr. Riley also has used stolen company property to launch his campaign for the past several months attempting to damage the company.
  2. Mr. Lanham, former general counsel, concealed a career-long history of infractions, extended suspension of law licence, all concealed during the same time while being paid by the company for legal work. Mr. Lanham has fraudulently billed the company, fraudulently attempted to steal stock from the Nymox treasury, has stolen cash from a company account after he was terminated, and has violated a long list of confidentiality and fiduciary obligations. Mr. Lanham has stolen company records.
  3. Mr. Cutler sat on the Nymox board and did legal work for Nymox but failed to inform the company at any time that during that time he was suspended from the California bar, that he had undergone bankruptcy and that he had failed to keep his court settlement conditions of his bankruptcy, all of which disqualify him from the company board. He should have immediately been removed from the board, but these infractions were concealed from the company by Mr. Cutler and Mr. Lanham.

The company trusts that its loyal and law-abiding shareholders will find this report (and other information when it is communicated) informative.

Final notes for this communication

Since the day the above individuals were terminated, the company stock price has improved by more than threefold.

More good milestones to follow for your company.

Paul Averback, MD, CEO of Nymox, said: "We are extremely pleased that the Nymozarfex MAA submission was accepted for review by the [United Kingdom] authorities. We again thank our long-term supporters and all team members and expert collaborators from many disciplines for their solid contributions and steady efforts involved in the ongoing process. There is a great need for men throughout the world to have access to this treatment technology, which is unique. We will continue to provide updates and communications to our valued supporters whenever appropriate."

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 such as the discomforts of surgery. BPH surgery has side effects such as permanent retrograde ejaculation for many patients.

Nymox recently reported 10-year follow-up new data on all available patients from its U.S. 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 important and statistically significant benefit for reducing the long-term progression of these prostate cancers.

We seek Safe Harbor.

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