TORONTO--(BUSINESS WIRE)--Certain directors and officers of AnalytixInsight Inc. (AnalytixInsight, or the Company) (TSX-V: ALY) today provide an additional update on ongoing corporate matters. For more information, please see the news releases disseminated by the Company and certain of the Company's directors and officers on April 11, 2024 and April 7, 2024 (the April 7 Release), respectively, each of which are available under the Company's SEDAR+ profile at www.sedarplus.ca. Please note that this press release has not been approved by all members of the board of directors of the Company (the Board).
As set out in the Company's April 7 Press Release, on April 5, 2024, certain members of the Company's Board, namely Mr. Hariharan, Mr. Kondragunta and Mr. Veeravalli, claimed to have taken certain actions, including forming a Special Committee to investigate governance concerns and elect Mr. Kondragunta as Chair of the Board. Today, Mr. Hariharan, Mr. Kondragunta and Mr. Veeravalli claim to have held another Board Meeting of the Company (referred to below as the Disputed Meeting) and have now purported to, among other things, put Ms. Hirsch, the Company's interim President and Chief Executive Officer, on administrative leave, and have demanded that ALY's counsel, Groia & Company, stand down. As described below, Messrs. Kadar and Gardner, Ms. Hirsch and Mr. Atin, dispute that any of the recent actions taken by the purported Special Committee are valid or of any legal force or effect.
On the morning of April 8, 2024, Aaron Atin and Chaith Kondragunta each circulated two separate invitations to the Board for a meeting to be held on April 11, 2024, at 12:00 pm (Toronto time) (the April 11 Meeting). Mr. Atin sent a Zoom (NASDAQ:ZM) link for the April 11 Meeting upon instructions from Vince Kadar, in their respective capacities as Corporate Secretary and Chairman. Mr. Kondragunta sent a Teams link. As set out in the April 7 Release, Directors Chaith Kondragunta, Prakash Hariharan, and Jith Veeravalli claim to have appointed Mr. Kondragunta as new Board Chair. Mr. Kondragunta has also subsequently claimed to have been appointed by Messrs. Hariharan, and Veeravalli as Corporate Secretary. As set out in the April 7 Release, these claims are disputed by Directors Vince Kadar and Scott Gardner, Chief Executive Officer Ms. Hirsch, and Mr. Atin.
Messrs. Kadar and Gardner joined the April 11 Meeting using Mr. Atin's Zoom link at the scheduled time. Messrs. Kadar and Gardner sent several reminders by text and email to Messrs. Kondragunta, Hariharan, and Veeravalli both before and after the schedule time, however, none attended. At 12:06 pm (Toronto time), Messrs. Kadar and Gardner received an email from Mike Woollcombe of Voorheis & Co. LLP (Voorheis) purporting to have just been appointed by the board as special independent counsel to assist the board in addressing the various current issues in front of the company, and noting that [w]e have paused the board meeting [the Disputed Meeting] for 5 mins. In addition, Mr. Woollcombe invited Messrs. Kadar and Gardner to join the Disputed Meeting using the Teams link, noting that the Disputed Meeting would continue shortly. Mr. Woollcombe sent a second email to Messrs. Kadar and Gardner at 12:12 pm (Toronto time) suggesting again that they ought to join the Disputed Meeting. Eight minutes later, at 12:20 pm (Toronto time), in light of the urgent and critical business of the Company requiring the Board's attention, Messrs. Kadar and Gardner sought unsuccessfully to join the Disputed Meeting under protest. Despite accessing the Teams link circulated by Mr. Kondragunta, they were not granted entry to the Disputed Meeting. At 12:33 pm (Toronto time), Messrs. Kadar and Gardner were advised by Mr. Woollcombe by email that the Disputed Meeting had completed and was terminated before they had sought to join.
At approximately 4:43pm, Groia & Company, counsel for ALY, advising, among other things, that at the Disputed Meeting, the Board resolved unanimously to ratify the decisions taken by the Board at its April 5, 2024 meeting, including the decision to direct your firm to stand down¦"
At approximately 4:44pm, Ms. Hirsch received a letter directly from Voorheis purporting to, among other things, confirm the decision of the Board to place you on a paid administrative leave pending completion of a review into the allegations that you have engaged in conduct inconsistent with your responsibilities as Interim President and CEO. This decision was purportedly taken at the Disputed Meeting which was only attended by board members Mr. Kondragunta, Mr. Hariharan and Mr. Veeravalli.
At approximately 4:45pm, Mr. Atin received a letter directly from Voorheis purporting to, among other things formally advise you of the decision of the Board to terminate your employment with ALY for cause, and to terminate your appointment as Secretary of ALY, in each case effective immediately. This decision was purportedly taken at the Disputed Meeting which was only attended by board members Mr. Kondragunta, Mr. Hariharan and Mr. Veeravalli.
Messrs. Kadar and Gardner, Ms. Hirsch and Mr. Atin dispute that any decisions taken or resolutions passed at the Disputed Meeting are valid. They have serious concerns that these actions constitute further violations of Ontario Securities laws, including constituting a reprisal against a specified individual under section 121.6 of the Ontario Securities Act.
Messrs. Kadar and Gardner, Ms. Hirsch and Mr. Atin had hoped that the April 11 Meeting would convene so that the urgent and critical business of the Company could be discussed by the Board, particularly in respect of the serious issues raised in the derivative action letter referenced in the April 7 Release, as well as the report on historical expenses of approximately $544,269 that was requested by the Company's auditors. These issues have now been presented or attempted to be presented to the entire Board, including Messrs. Kondragunta, Hariharan, and Veeravalli on several occasions, including March 22 (to Mr. Kondragunta and Mr. Veeravalli), March 28, April 5 and April 11. To date, Messrs. Kondragunta, Hariharan, and Veeravalli have refused to meet with the entire Board and management to address these pressing issues. Management, Mr. Kadar, and Mr. Gardner remain committed to addressing these issues and keeping the Company's shareholders informed, in accordance with their duties and the best interests of the Company.
It is the position of Mr. Kadar, Mr. Gardner, Ms. Hirsch, and Mr. Atin that the purported special committee struck by Messrs. Kondragunta, Veeravalli, and Hariharan on April 5, 2024 is invalid and of no force and effect and that they do not have the authority to appoint Voorheis on behalf of the Company or the Board, particularly given the Company's ongoing investigation into serious issues of corporate governance as set out in the April 7 Release.
Further to the TSX Venture Exchange bulletin dated April 8, 2024, and AnalytixInsight's news release dated April 11, 2024, effective at the open on Monday, April 15, 2024, the shares of the Company will resume trading.
About AnalytixInsight Inc.
AnalytixInsight is a data analytics and enterprise software solutions provider. AnalytixInsight develops and markets cloud-based platforms providing financial content, company analysis and stock research solutions to the financial services industry. AnalytixInsight holds a 49% interest in MarketWall S.R.L., a developer of fintech solutions for financial institutions in Italy.
Regulatory Statements
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View source version on businesswire.com: https://www.businesswire.com/news/home/20240411034495/en/
Natalie Hirsch
Interim CEO
(647) 955-2933
natalie.hirsch@analytixinsight.com
Source: AnalytixInsight Inc.