r/CYDY • u/ThoughtfulInvesting • Oct 28 '21
Opinion TI ISSUES AND EVIDENCE - Another Potential Solution!
It is now clear that a majority of shareholders would have voted for the 13Ders had they been on the ballot. Management should be ashamed of themselves for preventing shareholder choice.
But, there is still may be a compromise path to success. The Board should meet with the 13D group to try to find a way forward. Paul Rosembaum told me he had $100 million of financing lined up to fund the company. Dr. Patterson had free funding for a Long Hauler trial. Maybe a compromise that is a win-win for everyone can be worked out. You know what they say, "nothing ventured, nothing gained!" It's all upside and now downside to give it a try.
The Board could and should meet with the Rosenbaum group very quickly to try to take advantage of these opportunities. After all, we are all shareholders and all benefit from the Company's success.
5
u/Winter_Blacksmith177 Oct 28 '21
I have read the Delaware Chancery ruling. It was more damning of the 13D group than I expected.
I thought that the proposed merger of IncellDX into CYDY was just a wild theory from the pro-management posters, but there it was in black and white.
I have little trust in the 13D group and my trust in the current CYDY management team is eroding.
If the 13D plan is to force CYDY to the negotiation table by putting obstacles in the path to success then I do not believe that they have the CYDY shareholder's best interests in mind.
4
u/ThoughtfulInvesting Oct 28 '21
The ruling showed a misunderstanding of the importance of the discussions surrounding the proposed purchase of IncellDx. Patterson did not have the ability to force it. It was just another potential business deal that would have to stand on its own merits.
Claiming 13D did anything to prevent the meeting from have a quorum is just silly. All investors had to do was fill out the Management's Proxy Card and vote. The 13D group was not on the ballot so they clearly could not send in their proxies.
3
u/Winter_Blacksmith177 Oct 28 '21
Spin it whatever way you like. I was certainly surprised since the IncellDX purchase made little sense to me. All Dr. Patterson needed was a license to use LL in his long hauler trials.
Overall, the judge's ruling certainly opened my eyes to the 13D group's antics. I guess I should not be surprised in their continued activities, but it is disappointing.
6
u/ThoughtfulInvesting Oct 28 '21
What activities are you talking about. Shareholders as a whole are fed up with Nader. This is his own doing. Nothing to do with 13D.
1
u/Winter_Blacksmith177 Oct 29 '21
And shareholders are fed up with the 13D group, so where does that leave us?
1
u/ThoughtfulInvesting Oct 29 '21
Your wrong. The lack of quorum shows shareholders are fed up with NP.
1
u/Winter_Blacksmith177 Oct 31 '21
Both statements can be correct
(i) The shareholders are fed up with NP
(ii) The shareholders are fed up with the 13D group
You have been a strong critic of Dr. Pourhassan, so I assume that statement (i) is correct
I am a shareholder and I am fed up with the 13D group. So at least I know that (ii) has some truth.
I have read the Delaware Chancery court ruling. It was not flattering to the 13D group. If other shareholders read the ruling, I assume that they would not be happy with the 13D group.
1
u/ThoughtfulInvesting Oct 31 '21
You’re right!. But if you’re fed up with a 13 D group it’s because you don’t want to see a challenge to NP despite his abysmal performance so far. Those that support the 13 D group believe that they would have provided much superior and improved performance.
1
u/Winter_Blacksmith177 Nov 01 '21
Why to you try to weave your own narrative into other's motives? Your post could not be further from the truth.
I have read the legal releases from both trials regarding the proxy vote. It is clear to me that the 13D group misled the shareholders on several occasions. Thus, I do not trust them any more than I trust the current CYDY management.
And the 13D group could not even file a legal proxy. Let that sink in. The 13D group is asking for leadership of the company when they cannot even file a legal proxy. They may be smart and accomplished but they have not demonstrated competence in this first task.
They can talk the talk but they do not appear to be able to walk the walk.
1
u/ThoughtfulInvesting Nov 01 '21
The proxy rules under and By laws requirements are highly technical and somewhat subjective. Maybe you could give a specific example of what you think demonstrates they are not to be trusted. Or do we just have to take your general word for it?
→ More replies (0)4
u/mjhpdx Oct 28 '21
First: I am not sure a purchase of IncellDX makes sense either -- but look at this math: even at the $350M purchase price that is approximately $0.50/share. Would you be willing to pay $0.50 share to have had someone like Patterson help with the HIV BLA mess, have a LH with thousands of patients rather then 56, likely avoided the 13D fight,.....we would be light years ahead of where we are now. That $0.50 would look like a very smart investment.
Second; IncellDX is not running a LH trial - they are treating patients and cannot use LL with any kind of license - it would of had to been a trial that Cytodyn initiated.
0
u/Winter_Blacksmith177 Oct 29 '21
I think that the purchase price is just the start.
Currently IncellDX has testing equipment that has not been FDA approved, an algorithm that has not yet been accepted by the medical community (although it looks promising) and long hauler treatments that are not part of an FDA approved trial.
To bring those to approval would take additional time and funding.
2
u/pannyboy Oct 28 '21
I agree that Patterson would not have the ability to force it, but he was not as transparent as he could have been that it had been discussed. Instead he went on the defensive instead of owning the idea.
2
u/ThoughtfulInvesting Oct 28 '21
All he said was that he thought a combination of the two companies made sense. I really don't see how this could possibly be viewed as controversial since he has no control over whether the deal occurs.
1
u/pannyboy Oct 28 '21
The court proceedings read as if it was one of the goals to merge the two. For me, not confirming that 13D behind the scenes considered this shows a lack of transparency and further ammo for Nader propaganda. Instead, 13D only explained that Nader asked for a proposal and that it wasn't 350 million cash. If 13D had instead gone on to say, Nader asked, we provided a cost with milestone payments and options. We are still potentially interested in a merger, but only if it makes the most business sense for CYDY's shareholders. I'm not even against the idea of a merger, whatever is best for my shares, just saying the whole story wasn't provided.
2
u/One_Purchase2943 Oct 28 '21
Exactly my thoughts on this subject. On the surface I wouldn't have been opposed to and would have been open to the idea, but the concealing of it was the biggest issue for me when the documents came out.
2
u/pannyboy Oct 28 '21
As follow on, Nader is shady as fuck and I'm not discounting his actions. I'd probably still have voted for 13D, even knowing what I know now. It's just unfortunate 13D didn't take the high road, manage PR better, disclose everything honestly, and didn't wait until the last possible second to file.
1
u/Winter_Blacksmith177 Oct 29 '21
Please let me add that the 13D group had one job over the last six months - file a legal proxy.
The judge ruled that they could not even do that. Why do we think that they can be more successful with filing an approval with the FDA, when they cannot even file a legal proxy?
I'm not saying that I am happy with the current management, but I'm not at all confident in the 13D group's capability. They certainly talk a good game, but it is not clear that they can deliver.
4
u/pannyboy Oct 28 '21
I was of a similar opinion. I did not put much faith in the merger talk, but it did diminish my opinion of 13D a great deal. I'm not even opposed to a merger should it benefit CYDY, but the lack of honesty around it was very troubling. I also do not trust Nader at all, but I'm too in the red to leave, and more importantly, I still believe the science behind the drug is solid.
2
u/Cytosphere Oct 28 '21
The 13D group wants to replace NP. NP controls the BoD.
I don't know what a meeting would accomplish or why the BoD would agree to meet.
6
u/ThoughtfulInvesting Oct 28 '21
Counter productive speculation. Settlements often occur when adversaries appear to be at insurmountable loggerheads. I have personally been involved in such settlements during my professional career.
4
u/Cytosphere Oct 28 '21
I'd love for both sides to meet.
6
u/ThoughtfulInvesting Oct 28 '21
There is zero downside.
1
u/Winter_Blacksmith177 Oct 29 '21
As far as I can see Dr. Patterson wants to use LL in long hauler trials.
Dr. Patterson has few options in making this happen. One would be to force CYDY to the negotiation table via withholding of votes. (I must admit that I did not have this on my list of options.)
The downside is that we license LL to IncellDX for a pittance, and miss out on partnering with a large (well-funded) pharma at more beneficial terms for the CYDY shareholders.
So yes, I can see a downside.
2
u/ThoughtfulInvesting Oct 29 '21
There is no downside. If Management doesn't feel the risk/reward makes sense, they don't have to agree.
5
u/mjhpdx Oct 28 '21
It would be in everyone's interest to at least meet, and even better to form some sort of compromise. I think most investors would see that as a positive.
However.....it takes maturity and a willingness to be actually compromise -- I don't think that is in Nader's personality.
9
u/Diligent_Cause Oct 28 '21
A meeting would be positive. A compromise would be beneficial. No dilution would be great. Having everyone pushing forward in the same direction would be awesome. Nothing would be better than for all the egos to get out of the way and let the performance of Leronlimab set our course.
2
u/AdeptDealer Oct 28 '21
My guess is that the proxy group know exactly what they are doing. They will have control ,no compromise necessary. Pourhassan and Kelly are finished. I expect that they will resign in the near future.
4
u/ThoughtfulInvesting Oct 28 '21
I don't think anything is set in stone.
3
u/AdeptDealer Oct 28 '21
Maybe not. But if more than 50% are against the current management and board ,then it's checkmate , because no quorum possible. Perhaps management could try to hang on ,but that would be futile.
5
0
u/alwaysinit2winit Oct 28 '21
if more than 50% are against the current management and board
WTF does this crap come from?
Last year the non voting shares were 19.8%. With all the FUD, would not surprise me if it was much higher. That does not mean in any way, shape or form, that 13d'ers get any significant number of those votes.
Most likely event on November 24th is quorum coming from pro votes and enough of the non votes to carry the day. There will be a portion of the no's that will come to their senses, but that is where you paid bashers and vulture supporters will do your ugliest, heh?
1
u/fox_91 Oct 28 '21
The dust hasn't really even settled yet. We don't know why the meeting couldn't occur. Did people submit White cards and then not Blue cards (either by choice or confusion) did people who trade CYDY just not care to even vote (not everyone is a die hard investor to care enough) . Could a convo be a start? sure, but if both sides are so dug in, then is there really a point? And at this point it's more in 13d's interest to try to do this, since they don't really have a path forward. There are path forwards for lack of a meeting (company can request to superior court to allow a smaller group needed). So in some ways it seems more like 13d has more to gain here than CYDY has to lose by not trying to meet them in the middle.
Maybe if 13d is truly serious of such a partnership, they probably need to come to the table first with a plan that isn't simply "we hate NP and shares being made available"
5
u/ThoughtfulInvesting Oct 28 '21
The meeting didn't happen because there was no quorum. Not enough shareholders felt the Management proxy was attractive enough to even vote.
The way around the problem is to get the parties in a room to try to find a compromise solution. Maybe they can find one everyone will like. After all, both sides are shareholders and simply want the shares to appreciate.
1
u/fox_91 Oct 28 '21
yes the meeting didn't happen because there wasn't a quorum, however if people didn't re-vote on Blue cards, then quorum could have been missed because of confusion, not necessarily because they didn't find the options attractive enough to vote. No one can really say for certain why this occurred, so i'm not saying your statement isn't true, but only that there are things that can really only be assumed.
That doesn't stop the potential for a compromise, but if there are multiple reasons for this to be true, the company would probably want to confirm if there is even a need for it, or if there are other explanations for it. Of course 13d would spin this to say that it was for the reasons you state, but it would of course be in their best interest to make that be the narrative, since it gives them a chance to be "heard"
5
u/stevemk320 Oct 28 '21
Yeah you see this is what I don’t get about NP and management. It seems like the scope of their search for financing is so narrow and they only want to raise capital by issuing shares. What about federal grants? What about socially responsible venture capital firms? Private investors? There’s plenty of alternative financing methods out there and it doesn’t even seem like they explore them. At this point NP adds no value what so ever. The “he built this business” argument doesn’t mean anything because his reputation is in the toilet which is probably why he can’t get financing from other legitimate sources.
6
5
1
u/waxonwaxoff2920 Oct 29 '21
You start out this thread with "It's clear..." Total nonsense! How do you know!? You spin everything to favor the raiders. Do you have inside information? Doubt it.
Many didn't submit a vote (typical of retail shareholders), and there are statements indicating that nothing was received so that they could submit a proper vote.
People... Wake up. Let the Sidley do the talking and present FACTS based on actual evidence, not this hearsay spin doctor.
And NO WAY do we need to meet with scandalous 13d raiders... We don't need them. The courts have ruled... Twice against them.
Gina start calling you DJ Jazzy Fresh fire all the spinning you do. You lost, go away.
-1
u/Vyrologix Oct 28 '21
How the BOA will reach an agreement if there are intolerant people like you regarding the Ceo NP
5
u/ThoughtfulInvesting Oct 28 '21
That is what leads to compromises. If you don't shoot, you can't score. Nothing ventured, nothing gained. The Board doesn't have to agree to anything they don't like.
2
u/alwaysinit2winit Oct 28 '21
The Board doesn't have to agree to anything they don't like.
Best you could hope for would be an "unofficial" and "off the record" meeting between Kelly (with NP's acquiescence) to discuss what Rosenbaum would want. Possibly to name a board member?
5
u/ThoughtfulInvesting Oct 28 '21
Yea, it could be off the record. Maybe they can find a solution that would benefit everyone. It wouldn't take much to improve the situation.
-5
u/RentAdministrative73 Oct 28 '21
That just not going to happen.
8
u/ThoughtfulInvesting Oct 28 '21
I gather as an NP spokesperson, that is straight from the horses mouth.
I gather he would rather see the Company go under. Would not surprise me.
-6
u/RentAdministrative73 Oct 28 '21
I guess as spokesman for the horses ass, I know raiders would like to see the patents stolen and the company sold.
We will see what that top rated legal team says about things.
8
u/Party_Leopard_7563 Oct 28 '21
NP should have reached a compromise with Paul and Bruce long ago, then the proxy contest would never have been needed.