- HLS Directors J. Spencer
Lanthier and Don DeGolyer
will not be standing for re-election at the 2023 AGM
- Director Greg Gubitz to
retire following 2023 AGM and Polar nominee to be appointed to the
Board
TORONTO, June 8, 2023
/CNW/ - HLS Therapeutics Inc. ("HLS" or the "Company") (TSX: HLS)
announces today that J. Spencer
Lanthier and Don DeGolyer
will not be standing for re-election to the HLS board of directors
(the "Board") at HLS' upcoming annual meeting of shareholders to be
held on June 16, 2023 (the
"AGM"). Mr. Lanthier's and Mr. DeGolyer's terms as
directors will expire at the conclusion of the AGM. The
number of directors to be elected at the AGM will be reduced from
ten to eight.
"Spencer and Don have been key contributors to the Board of
Directors and my fellow directors and I thank them both for their
years of dedicated service to the Board," said Greg Gubitz, Chair of the Board.
The withdrawal of Mr. Lanthier and Mr. DeGolyer will not affect
the validity of the proxy form attached to the Notice of Annual
Meeting of Shareholders and Management Information Circular dated
May 18, 2023, in respect of the AGM
distributed to shareholders (the "Circular"), nor any proxy votes
already submitted in respect of the other director nominees or in
respect of the remaining resolutions to be put to shareholders for
approval at the AGM. HLS will disregard any votes cast for
the election of Mr. Lanthier or Mr. DeGolyer as directors of HLS at
the AGM.
In connection with the retirement of Mr. Lanthier and Mr.
DeGolyer from the Board, HLS entered into an agreement with Polar
Asset Management Partners Inc. ("Polar"), a shareholder of HLS (the
"Agreement"), pursuant to which HLS and Polar have agreed that
Polar will propose a director candidate for consideration by the
Compensation and Governance Committee of the Board, who, if meeting
the Board's requirements, will be appointed to the Board
concurrently with the retirement from the Board following the 2023
AGM of Greg Gubitz, the Chair of the
Board and Co-Founder and founding CEO of HLS. Pursuant
to the Agreement, Polar has agreed to support the election of all
remaining director nominees at the AGM and to vote in favour of the
resolution to approve certain amendments to HLS's stock option
plan, the ratification of certain grants thereunder and the
approval of the unallocated options thereunder (the "Option Plan
Resolution"). Additional information regarding the Option
Plan Resolution can be found in the Circular, which is available on
SEDAR at www.sedar.com.
ABOUT HLS THERAPEUTICS
INC.
Formed in 2015, HLS is a pharmaceutical company focused on the
acquisition and commercialization of late-stage development,
commercial stage promoted and established branded pharmaceutical
products in the North American markets. HLS's focus is on products
targeting the central nervous system and cardiovascular therapeutic
areas. HLS's management team is composed of seasoned pharmaceutical
executives with a strong track record of success in these
therapeutic areas and at managing products in each of these
lifecycle stages. For more information visit:
www.hlstherapeutics.com
ABOUT POLAR ASSET MANAGEMENT
PARTNERS
Founded in 1991, Polar is a Toronto-based Multi-Strategy hedge fund
manager. Polar's arbitrage oriented approach includes
Convertible Arbitrage, Fixed Income Arbitrage, Equity Arbitrage,
Equity Long/Short, Credit Long/Short, Event Driven, among others.
Polar's investor base includes institutions, wealth managers and
individual investors. For more information visit:
www.polaramp.com
FORWARD LOOKING
INFORMATION
This release includes forward-looking statements regarding
HLS and its business. Such statements are based on the current
expectations and views of future events of HLS's management. In
some cases, the forward-looking statements can be identified by
words or phrases such as "may", "will", "expect", "plan",
"anticipate", "intend", "potential", "estimate", "believe" or the
negative of these terms, or other similar expressions intended to
identify forward-looking statements, including, among others,
statements with respect to the composition of HLS's board of
directors. The forward-looking events and circumstances discussed
in this release may not occur and could differ materially as a
result of known and unknown risk factors and uncertainties
affecting HLS, including risks relating to the specialty
pharmaceutical industry, risks related to the regulatory approval
process, economic factors and many other factors beyond the control
of HLS. Forward-looking statements and information by their nature
are based on assumptions and involve known and unknown risks,
uncertainties and other factors which may cause HLS's actual
results, performance or achievements, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statement
or information. Accordingly, readers should not place undue
reliance on any forward-looking statements or information. A
discussion of the material risks and assumptions associated with
this release can be found in the Company's Annual Information Form
dated March 15, 2023, and
Management's Discussion and Analysis dated March 15, 2023, both of which have been filed on
SEDAR and can be accessed at www.sedar.com. Accordingly, readers
should not place undue reliance on any forward-looking statements
or information. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they
are made and HLS undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
SOURCE HLS Therapeutics Inc.