March 30, 2021, Anthony Durkacz, a founding director and member of the group of concerned shareholders, which also includes founding shareholder Zeeshan Saeed, of FSD Pharma Inc.received a Notice of Appeal from FSD (the “Appeal“) of the March 5, 2021 decision (the “Decision“) of the Ontario Superior Court of Justice (Commercial List) (the “Court“). The Decision, which resulted from an application to the Court brought by Mr. Durkacz on behalf of the Concerned Shareholders, ordered the Company to accelerate the date of its previously called annual shareholders’ meeting (the “Meeting“) from June 29, 2021 to May 14, 2021, retain an independent chair to preside over the Meeting and prevent Dr. Raza Bokhari and other directors from voting recently issued shares (the “Order“).
Among other things, FSD’s Appeal is seeking to delay the date of the Meeting to June 29, 2021 and remove voting restrictions that the Order attached to shares issued since January 4, 2021 to Dr. Raza Bokhari, Stephen Buyer, Robert Ciaruffoli, James Datin, Gerald Goldberg and Larry Kaiser and any entities related to any of them.
“This is an entirely unjustified waste of FSD’s money,” said Anthony Durkacz, one of the Concerned Shareholders. “FSD management resisted our proposed shareholder meeting date of March 31, 2021 on the basis that the company needed to receive its audited financial statements for the 2020 financial year and wanted to avoid the expense of holding two meetings. These concerns have been fully-accommodated – FSD’s auditors have already delivered the audited financial statements and a single meeting is being held on May 14, 2021. This appeal is a waste of money and another attempt by FSD management to delay being held accountable to FSD’s shareholders.”
The absurdity of this legal maneuver is evident in the fact that the appeal is scheduled to be held on May 3, 2021 – only 11 days before the Meeting and at least 10 days after FSD will have been required by securities and corporate laws to prepare and mail a circular for the Meeting to shareholders. Delaying the Meeting would require FSD to prepare and mail a second circular – causing it to unnecessarily incur the duplicate meeting expenses it previously sought to avoid by accepting a meeting date in May rather than the earlier date requested by the Concerned Shareholders. This is a clear case of Raza Bokhari and the directors who support him inflicting unnecessary expense on the Company for their personal benefit.
Mr. Durkacz added, “In February 2021, Raza Bokhari and the other directors awarded themselves inflated compensation of approximately C$6.7 million for services not yet provided. The longer they delay the meeting, the more they earn. This appeal only serves the interests of Raza Bokhari and the directors who support him and has no value for other shareholders.”
On May 14, 2021, shareholders will have the opportunity to put FSD back on the path to success. Mr. Durkacz encourages shareholders to stay informed and exercise their rights at the Meeting, saying, “Shareholders have a right to determine the future of our company and these outrageous efforts by Dr. Raza Bokhari and other directors to frustrate that only reinforces the urgent need for change.”
Further details regarding the Concerned Shareholders’ nominees and the reasons that the Concerned Shareholders want to reconstitute FSD’s board are contained in the information circular available on the Company’s SEDAR profile at www.sedar.com and at the website established by the Concerned Shareholders: www.RestoreFSD.com. Stay up-to-date by following us at: www.RestoreFSD.com; Facebook: RestoreFSD; and Twitter: @RestoreFSD.