December 19, 2012
Mrs. Brenda Leong
Chair and Chief Executive Officer
British Columbia Securities Commission
PO Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC V7Y 1L2
Mrs Leong:
RE: ENQUIRY LOG 37976
I acknowledge receipt of an "unidentified" (no person name) e-mail dated December 14, 2012 from the British Columbia Securities Commission (BCSC) pertaining to Akela Pharma Inc.
I find it unethical for a government-related body such as the BCSC to remain anonymous in its correspondences with public companies shareholders.
On December 11, 2012, I have asked the BCSC (on recommendation of the TMX Group and the Ontario Securities Commission "OSC") to inform me, as a company shareholder, on how to proceed to bring Akela Pharma Inc. management accountable on issues of irregularities/breach of trust towards its shareholders, since the company refused to answer the said issues.
The BCSC, December 14, 2012 anonymous e-mail to my attention is not telling me what definite course of action I should be taking in conformity with the said irregularities/breach of trust issues that I have expressed in my December 11, 2012 e-mail. Moreover, the BCSC December 14, 2012 e-mail is alleging some disturbing points.
The BCSC states that it welcomes shareholders concerns to be transmitted, but that it investigates such concerns, if need be, only if they become a matter of public record.
The BCSC is therefore "discriminatory" as it denies shareholders of low-profile public companies. It doesn't as well say what benchmarks/premises it considers for an investigation to be of public record.
Any public company that is being subject of irregularities, breach of trust, etc... must and deserve to be investigated fairly and properly, notwithstanding its corporate status, otherwise this means that shareholders of such public companies can be manipulated to any extent.
The BCSC states that it keeps information confidential to protect the integrity of investigation.
Obviously, any investigation must meet the criteria of integrity, otherwise it would result in a flawed process between the parties involved. The BCSC is wrongfully saying that it must keep information confidential to protect the integrity of an investigation as it knows full well that all parties to an investigation have to be made openly and mutually aware of the issues investigated.
The BCSC states that it keeps information confidential to ensure the complaint process is not used to affect the market.
Akela Pharma Inc. shares have been halted from trading and are now delisted, which gives the above statement nullity.
The BCSC states that it keeps information confidential to maintain fairness to those who may be the subject of a complaint that does not result in an investigation or sanction".
This is "double language". There is no fairness to a complainant if an investigation is not taking place and there is no subject to fairness if the party aimed at being investigated is not being made aware of a complaint.
The BCSC goes further in its December 14, 2012 e-mail by informing me that as Akela Pharma Inc. is a federally registered company, that my shareholder rights and remedies flow from the provisions of the Canada Business Corporations Act.
The BCSC conclude its e-mail by saying "We wil contact you again if further information is required", which demonstrates that it treats shareholders like foolish people?
The BCSC it telling me, "bottom-line", we can't/we won't do anything to assist shareholders of Akela Pharma Inc.
Why if the BCSC, TMX Group, the OSC and other financial markets authorities are unable/unwilling to provide assistance to shareholders of Akela Pharma Inc. or to any other public company shareholders, as it may be the case, that they dont simply and honestly inform shareholders accordingly. They are misleading shareholders and wasting their time, under the umbrella of confidentiality/secrecy tactics.
_______________________________________________________________________________________
December 1, 2012
Registered Office and Head Office of TMX Group
The Exchange Tower
130 King Street West
Toronto, ON
M5X 1J2
RE: AKELA PHARMA INC. (AKL-Toronto Stock Exchange)
___________________________________________________________
To Whom it may Concern:
I am noticing that the above-noted company has been halted from trading as of November 23, 2012, without notification to its shareholders.
I have attempted on November 30, 2012 to contact management for a follow-up on this matter, having yet received no reply.
The company is also reported having moved its headquarters from the State of Texas to the State of California, again without updating its shareholders.
The company's stock has traded on relatively high volumes in the past three months, in a downward trend, to close at $0.01 on the day prior to its halting.
It is obviously clear that the company is neglectful to its shareholders by "running away and hiding".
I would therefore like to know from the TMX Group the reason(s) that prompted the stock to be halted on November 23, 2012 and what recourse(s) is/are available to shareholders.
Does the TMX Group or perhaps the Ontario Securities Commission or IIROC (Investment Industry Regulatory Organization of Canada) have any input/scope of intervention to bring the company to explain itself as to why it behaved inappropriately and take punitive actions against the company?
I am forwarding herebelow my e-mail sent to Akela Pharma Inc. President and CEO on November 30, 2012.
Luc Proulx
Akela Pharma Inc. shareholder
______________________________________________________________________________
Why, on November 3, 2012, did I received the following nonsense e-mail from Mrs. Livia Legault, TMX Group. What is this scheme about keeping an investigation confidential?
From: livia.legault@tmx.com
To: lproexp@hotmail.com
Subject: RE: AKELA PHARMA INC.
Date: Mon, 3 Dec 2012 15:45:46 +0000
Hello Mr. Proulx,
Thank you for your email. TSX relies upon interested parties to bring to our attention, concerns that might well be concerns to all shareholders of a listed issuer.
Please note, that the results of an investigation, if any is undertaken, must and do remain confidential and will be discussed in confidence with the Issuer, if necessary.
The halt notice discloses that the stock was halted due to a Cease Trade Order (CTO). You can contact the Company or its principal regulator, British Columbia Securities Commission, for details on the CTO.
If you have any questions, feel free to contact me.
Regards,
Livia Legault, CA
416-947-4250
_______________________________________________________________________________________
Why, on November 9, 2012, did I have to reply to Mrs. Livia Legault, TMX Group, asking her to smarten up, with a copy of my e-mail forwarded to Mr. Thomas A. Kloet, Chief Executive Officer, TMX Group, who has yet not replied to me?
December 9, 2012
Mrs. Livia Legault CA
Registered Office and Head Office of TMX Group
The Exchange Tower
130 King Street West
Toronto, ON
M5X 1J2
Madam,
I regret to inform you that your December 3, 2012 reply concerning Akela Pharma Inc. is sheer nonsense.
You are invoking on the one hand, that TSX relies upon interested parties to bring to our attention, concerns that might well be concerns to all shareholders of a listed issuer and, on the other hand, that the results of an investigation, if any is undertaken, must and do remain confidential and will be discussed in confidence with the issuer. How cynical and irrespectful are you of shareholders to say these stupid remarks. How can you pretend the TSX to be at help to shareholders when you shut them the door under the shield of confidentiality with the listed issuer. It is absurd.
You should at least be logical with yourself, on behalf of the TSX, and say frankly and openly that the TSX is unable to provide any assistance to shareholders beyond any issue related, for instance, to stock trading regulations instead of treating Akela Pharma Inc. shareholders hypocritically.
Akela Pharma Inc. shareholders are currently subject to a situation of
"breach of trust" from management, in the sense that they are unaware of what lies ahead for them following their shares delisting. The company has not duly informed them, via an appropriate channel, which is the company's website
WWW.AKELAPHARMA.COM. of the said shares delisting, the moving of headquarters from the State of Texas to the State of California, at what address the company is moving to in the State of California, why does it still uses contact phone numbers in the State of Texas if it pretends having moved to the State of California and other issues of consideration. Mr. Rudy J. Emmelot, President and Chief Executive of Akela Pharma Inc. is unwilling to answer shareholders' concerns addressed in my November 30, 2012 e-mail herebelow. All this, demonstrating that management of Akela Pharma Inc. is not fulfilling its obligations of accountability with shareholders of a public company. And this is clearly a matter of
BREACH OF TRUST.
If you can't be alerted and understanding of such important shareholders' concerns, then you have a severe problem of integrity within your occupational role at the TSX, which requires an investigation.
Luc Proulx
Akela Pharma Inc. shareholder
c.c. Thomas A. Kloet, Chief Executive Officer, TMX Group
_______________________________________________________________________________________
Why, on December 10, 2012, Mrs. Livia Legault, TMX Group, has not replied seemingly to my December 9, 2012 e-mail, instead of basically re-hashing her December 3, 2012 e-mail?
From: livia.legault@tmx.com
To: lproexp@hotmail.com
Subject: RE: AKELA PHARMA INC.
Date: Mon, 10 Dec 2012 21:42:15 +0000
Hello Mr. Proulx,
I am including for your reference copies of the press releases issued by Akela Pharma Inc. ("Akela") on Nov 30 and Dec 7, 2012 regarding the delisting.
After the delisting from TSX effective Dec 7, 2012, Akela remains a reporting issuer. Akela's principal securities regulator is the British Columbia Securities Commission (the "BCSC"). As your concerns relate more to securities law than TSX regulation, with your permission we can forward your concerns to the BCSC.
Sincerely,
Livia Legault, CA
416-947-4250
_______________________________________________________________________________________
Why, on December 3, 2012 have I been advised by Mr. Jonathan Van Weert, OSC, to contact the British Columbia Securities Commission (BCSC), when the BCSC is useless/worthless in assisting Akela Pharma Inc. shareholders?
File #20121203-28064
| From: |
inquiries@osc.gov.on.ca |
| Sent: |
December-03-12 3:27:05 PM |
| To: |
lproexp@hotmail.com |
Thank you for your inquiry to the Ontario Securities Commission (OSC) concerning Akela Pharma Inc.
On November 26, 2012 the OSC placed a Cease Trade Order (CTO) on Akela Pharma Inc. for failure to file Management Discussion and Analysis (MD&A), Annual Financial Statements, Interim Financial Statements and failure to certify the financial statements.
As the British Columbia Securities Commission (BCSC) is the Principal Regulator of Akela Pharma Inc., for further inquiries, concerning disclosure by this company, you may wish to contact the BCSC at inquires@bcsc.bc.ca or (604) 889 6854.
Sincerely,
Jonathan Van Weert
Lead Inquiries Officer
Ontario Securities Commission
inquiries@osc.gov.on.ca
416-593-8314
1-877-785-1555
_______________________________________________________________________________________
Why, on December 1, 2012, Mr. Rudy J. Emmelot, President and Chief Executive Officer of Akela Pharma Inc. refused to answer the issues stated in my November 30, 2012 e-mail to his attention?
Hello Luc,
Thank you for your inquiry. Please reference Akela’s official filings and notices at
www.SEDAR.com.
Also for your reference, I have included several public and official press releases from the Company and various regulatory agencies for your reference.
_________________________________________________________________________________________________
November 30, 2012
Mr. Rudy J. Emmelot
President and Chief Executive Officer
Akela Pharma Inc.
Mr. Emmelot:
While doing my year-end 2012 financial review this morning, I am noticing that the stock (
AKL-Toronto) has been halted from trading as of November 23, 2012, without notice to shareholders.
The company's website
WWW.AKELAPHARMA.COM does not display any business address and only refers to the following
contact information:
For Formulation Development, Manufacturing & Analytical solutions:
Toll Free 866-977-7771
For General Inquiries:
Main 512-834-0449
Fax 512-339-3050
A separate verification brought me to find out that Corporate Headquarters have moved from 11501 Domain Drive, Austin, Texas - 78758, United States, Phone: 512-531-6202 - Fax: 512-339-3050 to the State of California, at no specified address.
Contract manufacturer PharmaForm, a subsidiary of Akela Pharma, has announced plans to move from Austin, TX to the San Diego, CA area. The company offers formulation and manufacturing services for numerous dosage forms, including nasal sprays and inhalation powders.
PharmaForm President and CEO Rudy J. Emmelot commented, “We are excited about our move to San Diego and becoming part of the San Diego and California pharmaceutical and biotechnology centers. The Torreyana facility allows PharmaForm to expand beyond its current expertise of formulation development and solubility solutions for the pharmaceutical and biotechnology industries.”
The company’s corporate headquarters will be located at the new site in Torrey Pines, along with R&D, formulation, and manufacturing units.
I am questioning WHY:
The company's stock was halted on November 23, 2012?
The company did not issued a News Release about the stock halted on November 23, 2012?
The company has relocated without updating its website accordingly?
The company's telephone number indicated above (512-834-0449) refers to a telephone number in the State of Texas and the company is now in the State of California, which area code is 619?
Awaiting your reply.
Luc Proulx
Akela Pharma Inc. shareholder
________________________________________________________________________________________________________________
From: INQUIRIES@BCSC.BC.CA
To: lproexp@hotmail.com
Date: Fri, 14 Dec 2012 14:13:44 -0800
Subject: RE: AKELA PHARMA INC.
Thank you for contacting the British Columbia Securities Commission regarding Akela Pharma Inc.
Complaints such as yours are important to us. They can be the first indicator of a scam or other wrongdoing. We carefully consider each complaint.
As you may know, the BCSC issued a cease trade order against Akela Pharma Inc. on November 22, 2012, for failure to file its financial statements. You can read the terms of the order on our web site, URL: https://www.bcsc.bc.ca/comdoc.nsf/allbyunid/97353ee5f6e3ba3b88257abf00024dc5?opendocument.
You can review the statutory required filings by Akela Pharma Inc. on the SEDAR web site, URL: https://www.sedar.com/issuers/company_issuers_a_en.htm>.
As Akela Pharma Inc. is a federally registered company, your shareholder rights and remedies flow from the provisions of the Canada Business Corporations Act, URL: https://laws-lois.justice.gc.ca/eng/acts/C-44/index.html.
We investigate complaints to enforce compliance with the Securities Act and to sanction securities market misconduct. We also refer complaints to other regulatory jurisdictions or self-regulatory bodies when appropriate. Not all complaints result in an investigation or a public sanction.
Staff cannot comment on an investigation unless it becomes a matter of public record. By keeping information confidential, we protect the integrity of investigations, ensure the complaint process is not used to affect the market, and maintain fairness to those who may be the subject of a complaint that does not result in an investigation or sanction.
We appreciate that you made the effort to send us this information. We will contact you again if further information is required.
In the meantime, if you have any comments or questions, contact our Inquiries Group in Vancouver at (604) 899-6854 or toll free 1-800-373-6393 or email: Inquiries@bcsc.bc.ca. Please refer to your Enquiry Log number listed below. Thank you again for taking the time to contact us.
Enquiry Log: 37976
British Columbia Securities Commission
PO Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC V7Y 1L2
Inquiries@bcsc.bc.ca
604 899-6500 - Main switchboard
604 899-6854 - Inquiries or Complaints
1 800 373-6393 - Toll Free in Canada
604 899-6506 - Fax
_______________________________________________________________________________________
From: luc proulx
Sent: Tuesday, December 11, 2012 3:41 PM
To: Inquiries
Subject: AKELA PHARMA INC.
December 11, 2012
British Columbia Securities Commission
701 West Georgia Street
P.O. Box 10142, Pacific Centre
Vancouver, B.C. V7Y 1L2
To Whom it may Concern:
The Ontario Securities Commission has informed me on December 1, 2012 to contact the British Columbia Securities Commission as it is the Principal Regulator of AKELA PHARMA INC.
Akela Pharma Inc. management has neglected:
1
To duly inform its shareholders via its website WWW.AKELAPHARMA.COM of its headquarters moving from the State of Texas to the State of California in October 2012 and at what address/telephone number(s) the said new headquarters are located in the State of California.
2
To duly inform its shareholders via its website WWW.AKELAPHARMA.COM of its shares delisting from the Toronto Stock Exchange in November 2012 and the outcome of the company shares.
3
To duly inform its shareholders via its website WWW.AKELAPHARMA.COM in November 2012 of what lies ahead for the company, subsequent to its shares delisting?
You will understand that as a company minority shareholder, alike others, I dont appreciate at all the disgraceful behaviour of BREACH OF TRUST undertaken by management of Akela Pharma Inc. in this messy case.
I want to know officially from the British Columbia Securities Commission what recourses are available to bring Akela Pharma Inc.'s management to accountability.
Thank you.
Luc Proulx
LPROEXP@HOTMAIL.COM
Akela Pharma Inc. shareholder
_______________________________________________________________________________________
In light of the controversial/negative correspondences received from the TMX Group, the Ontario Securities Commission and the BCSC, Akela Pharma Inc. shareholders are left with barely no option but to go to the Police.
This avenue could be a nasty process for the TMX Group, the OSC and the BCSC as the potential arrest/charging of Mr. Rudy J. Emmelot, President and Chief Executive Officer of Akela Pharma Inc. (and other individuals, if applicable) would result as a direct consequence of their faulty behaviour and would therefore have an impact on some of their officials.
Mr. Emmelot is an american citizen, which arrest/charging on U.S. territority could require canadian diplomatic intervention. There is also, at least to my knowledge, no current address (whether business or residential) where to locate Mr. Emmelot (and other individuals, if applicable) either in the United States or elsewhere worldwide.
I would think advisable that prior to undertaking any Police initiative, that Mr. Emmelot be notified to come up clean by answering the following questions to Akela Pharma Inc. shareholders.
1- Why did Akela Pharma Inc. has not taken appropriate action of remedy when it was notified in August 2012 by the Ontario Securities Commission (OSC) of its shares delisting review, resulting from the failure to file financial statements, especially given that it has been in default already several times in the past few years?
2- Why did Akela Pharma Inc. did not duly informed its shareholders in October 2012 of the moving of its headquarters from the State of Texas to the State of California, furthermore, without disclosing the civic address/telephone number of its new headquarters?
3- Why did Akela Pharma Inc. did not duly informed its shareholders in November 2012 of its common shares being halted from trading on the Toronto Stock Exchange?
4- Why did Akela Pharma Inc. closed down/removed its website
WWW.AKELAPHARMA.COM, it appears in November 2012, without duly informing its shareholders on how they could keep in touch with their company?
5- Why did Akela Pharma Inc. did not, in November 2012 or shortly after, outlined to its shareholders a "buisness plan" for the company going forward?
6- Why are Akela Pharma Inc. shareholders kept in the dark, mischievously?
If you could please let me know at your earliest convenience of your approach to this matter.
Thank you.
Luc Proulx
Akela Pharma Inc. shareholder
_______________________________________________________________________________________
Rudy J. Emmelot
Mr. Rudy J. Emmelot is President, CEO, Secretary & Director at Akela Pharma, Inc. and Chief Financial Officer at PharmaForm LLC. He is on the Board of Directors at Akela Pharma, Inc.
Mr. Emmelot has over two decades of experience as an executive in biotech, high-tech, financial and healthcare companies. Mr. Emmelot served as Chief Financial Officer of PharmaForm from 2009 until his appointment as President & CEO in March of 2012. Prior to joining PharmaForm in 2009, Mr. Emmelot served as an Executive Consultant to Akela and PharmaForm. Mr. Emmelot also served as a Senior Financial Consultant for Nventa Biopharmaceuticals Corporation. His previous experience includes work as Corporate Controller for Allergy Free, LLC, a manufacturer and distributor of allergy preventative products. In 2001 Mr. Emmelot founded Bodhi, LLC, a San Diego based company in the health and wellness industry. From 1998 to 2001, Mr. Emmelot served as Vice President, Finance for Xencor, Inc., focused on the development of enhanced antibody therapeutics through protein design. Prior to joining Xencor Mr. Emmelot served as Director of Operations at Clinical Micro Sensors, Inc. a biotech DNA diagnostic company in the bio-electric DNA detection field. From 1991 to 1997, Mr. Emmelot served in several management positions with Stafford Trading (Ronin Capital) in Chicago, Frankfurt, Amsterdam and Los Angeles. Mr. Emmelot began his career at Stafford Trading, a privately held Market Maker firm based at the Chicago Board of Options Exchange. Mr. Emmelot graduated with a B.S. degree in Finance from the University of Illinois-Urbana-Champaign.
Seth E. Lemler
Mr. Seth E. Lemler is Chairman at Akela Pharma, Inc.
Mr. Lemler was previously employed as a Managing Director by Ladenburg Thalmann & Co., Inc., a Managing Director by Morgan Joseph TriArtisan LLC, Operating Principal by Versa Capital Management, Inc., and Senior Manager by Deloitte & Touche LLP.
He received his undergraduate degree from the Massachusetts Institute of Technology and an MBA from the University of Chicago Booth School of Business.
Berenice Brownlee
Ms. Berenice Brownlee is Chief Financial Officer at Akela Pharma, Inc.
W. Blair West
Dr. W. B. West is Chief Scientific Officer at Akela Pharma, Inc.
_______________________________________________________________________________________
512-531-6676 Rudy J. Emmelot