BOOOOO
Conclusion
The Management Circular describes the Concerned Shareholders, on the one hand, and Dr. Bokhari and the Collaborating Directors, on the other hand, as having dramatically different visions for the Company’s future.
That is perhaps the one matter on which all parties can agree. The Concerned Shareholders believe that Dr. Bokhari and the Collaborating Directors are destroying Shareholder value. Since early 2019, Dr. Bokhari has attempted to refocus the Company as an early-stage pharmaceutical and biotechnology venture. Not only has he failed to achieve any of the stated goals, he has
aggressively rejected any questioning of his performance. In fact, that is at the core of the issues raised by the Concerned Shareholders in this circular.
Messrs. Durkacz and Saeed challenged Dr. Bokhari’s judgment on a possible transaction. Given the Company’s dire circumstances and need for change, they felt the opportunity merited more consideration. This could have been easily addressed through an ordinary, objective evaluation process. Instead, their concerns were rejected by Dr. Bokhari and their efforts to seek broader engagement on the matter by the Board were frustrated.
In this context, it was clear to the Concerned Shareholders that, while Dr. Bokhari and the Collaborating Directors were happy to continue extracting exorbitant sums from the Company as personal compensation, the will and means for implementing the actions needed to turn FSD around were lacking.
The Concerned Shareholders have sought to hold a long-overdue shareholder meeting to allow the shareholders to determine the Company’s future path. Over the past few months, Dr. Bokhari and the Collaborating Directors have made extraordinary efforts to delay and manipulate the outcome of the Meeting. They have issued an extraordinary number of Shares and have awarded themselves excessive and unearned compensation.
To bolster their claims of success in advancing the Company’s strategy, they have attempted to hastily undertake illconceived transactions in which at least one member of senior management involved in the evaluation process has a personal economic interest.
The Management Circular provides disingenuous explanations of the Board’s actions and strategically omits facts that are inconsistent with these tales.
This misleading disclosure is coupled with the Company’s failure todisclose many material matters to Shareholders in the ordinary course, such as the fact that a judge issued an
order to prevent Dr. Bokhari and the Collaborating Directors from undertaking any transactions prior to the
Meeting.
In reading this Circular and the Management Circular, Shareholders will perceive two different characterizations
of events and, rightly, may wonder which description should guide their decisions on how to vote their Shares.
What is incontrovertible is that not once but twice since the Concerned Shareholders commenced this process,
at their personal expense, courts have intervened to support their requests. Such intervention happens only where
there is a perception that to not take such action might harm the interests of Shareholders. Shareholders should
consider this as well as the lack of disclosure around material events that has been used to obscure the conduct
of Dr. Bokhari and the Collaborating Directors, as well as the consequences of their actions.
At their own expense, the Concerned Shareholders have taken the actions needed to compel the Company to
hold the Meeting in a fair and timely fashion. In the ordinary course, such actions should not be necessary. But
in this case, the Concerned Shareholders have also been required to act to prevent actions that would have
irreparably harmed FSD prior to the Meeting. If the Management Nominees are elected, it should be anticipated
that such conduct will continue unchecked