Gatemore Capital has accused PolarityTE of maintaining a host of “completely unnecessary defensive entrenchment provisions” in its bylaws and suggested it may challenge the company’s top echelon if governance practices are not improved.
In its second letter to PolarityTE in a little over a month, Gatemore said the compnay is plagued by a “stunning lack of transparency” that it believes is “part of a broader pattern of poor corporate governance.”
Gatemore reiterated its demands for a declassified board and access to the company’s books and records relating to last year’s equity financings, while calling for measures to curb the board’s ability to decide on equity issuances on its own.
Gatemore‘s two requests were first voiced by the activist in a December 28 letter that contained a third demand, the creation of a strategic alternatives committee to evaluate new financing and other strategic opportunities, which the biotechnology company satisfied in mid-January.
Gatemore also said the board is suppressing “basic” shareholder rights by not allowing the act by written consent, keeping a relatively high 25% ownership threshold to call a special meeting and a 67% supermajority requirement for any bylaw amendment, among other provisions the activist sees as “significant flaws” in PolarityTE’s governing documents.
“But perhaps the most egregious corporate governance issue is the seeming free pass that the board has granted to the Chief Executive Officer of the company, who has overseen the protracted and precipitous decline of stockholder value,” Gatemore Managing Partner Liad Meidar wrote.
The activist said CEO David Seaburg has “no experience whatsoever” in running a healthcare enterprise and suggested he is kept at the helm thanks to the “close” relationship with Chairman Peter Cohen.
Gatemore claimed a “significant number” of other large shareholders are “similarly appalled” by the corporate governance practices at PolarityTE and warned it might “take further action” if the company does not change its governance.
Shares in PolarityTE rose 3.8% on Monday to $0.964 and were up another 1% in pre-market trading on Tuesday.