Tampa, FL, July 23, 2019 --(PR.com
)-- Hedgepath, LLC (HPLLC), a development and financing company for disruptive healthcare technologies, announced today that it has filed a lawsuit against the Board of Directors of HedgePath Pharmaceuticals, Inc., (publicly traded on OTCQB exchange) its Chief Executive Officer, and Mayne Pharma Ventures Pty Ltd. (Mayne) (publicly traded Australian company on ASX exchange), which, allegedly, is HPPI’s majority stockholder and a wholly-owned indirect subsidiary of Mayne Pharma Group Limited. The lawsuit alleges that Mayne engaged in self-dealing by using its control to acquire substantially all of the assets of HPPI for little or no consideration. HPLLC alleges that damages exceed an estimated $800,000,000. The lawsuit, captioned Hedgepath, LLC v. Magrab et al., C.A. No. 2019-0529-JTL, was filed in the Delaware Court of Chancery on July 9, 2019. A public version of the Complaint, which redacts information designated as confidential by HPPI, has also been filed with the Court.
Allegedly: HPLLC is the founder of HPPI and its largest minority stockholder, with beneficial ownership of approximately 23.6% of HPPI’s common stock; and HPLLC served as HPPI’s sole initial investor, a contributor of key intellectual property, the architect of the initial orphan cancer indication, and a provider of expertise for the abbreviated 505(b)(2) regulatory pathway.
HPLLC alleges the lawsuit was filed after an inspection of corporate books and records pursuant to 8 Del. C. § 220. The lawsuit alleges, among other things, a December 2018 agreement between HPPI and Mayne, pursuant to which HPPI purported to transfer substantially all of its assets to Mayne for little or no consideration; and without the requisite vote of stockholders and HPPI’s Board of Directors. Allegedly, the assets purportedly transferred to Mayne include HPPI’s Investigational New Drug Application, clinical data on the completed registration trial, and New Drug Application with the U.S. Food and Drug Administration for an orphan hereditary cancer indication for which there is no approved pharmaceutical, and the licensed intellectual property rights in the U.S. to approximately 98% of all cancer indications. The lawsuit alleges that, by agreeing to the purported transfer, Mayne, HPPI’s Board of Directors, and HPPI’s Chief Executive Officer breached their fiduciary duties to HPPI and its minority stockholders and committed waste of corporate assets. The lawsuit also seeks a declaratory judgment that the transactions contemplated by the alleged December 2018 agreement are void and unenforceable, and asserts direct claims for breach of the duty of candor, fraudulent misrepresentations, and improper dilution of stockholder equity associated with an alleged financing agreement between HPPI and Mayne.