The Ontario Superior Court of Justice has dismissed an application by dissident shareholder Apollo Technology Capital Corporation against MediPharm Labs.
Apollo had been seeking an order from the Court to appoint a third-party independent chair to preside over the Annual and Special Meeting of Shareholders of the Company on June 16, 2025.
They had argued that MediPharm had a “design or plan to invalidate proxies” and that the company had acted improperly, warranting the appointment of a third-party independent chair.
The court rejected these arguments, saying a third-party independent chair was not required in the circumstances as there was no evidence or indication that MediPharm’s proposed meeting chair would act unfairly.
Apollo had argued that MediPharm desired to “run a corrupt election process to ensure their victory so that they can continue to siphon the remainder of MediPharm’s cash reserves into their own pockets until the company runs out of money in November.”
Apollo also issued a presentation to set forth their plan to take over MediPharm.
According to MediPharm, the Ontario court found that evidence shows that Apollo’s principal, Regan McGee, had threatened to release a draft press release which, among other things, compared MediPharm CEO David Pidduck “to known serial killers.”
The court also noted that Apollo had issued press releases that accused MediPharm and the Board of securities fraud, breach of fiduciary duty, and running a corrupt election process to entrench themselves.
“Mr. McGee has threatened to sue the Board by way of a derivative action for breach of fiduciary duty and associated damages because of the rejection of the $3.4 million offer and has commenced a lawsuit against MediPharm,” said two of its senior officers and directors, as well as the Company’s external litigation firm (Tyr LLP) and counsel (James Bunting) which claimed $50 million in damages.
“Mr. McGee, repeated the allegations set out in the lawsuit in the Dissident Circular and then abandoned and withdrew the claim against Tyr LLP and Mr. Bunting, and agreed to terms of settlement that included a declaration by Mr. McGee that Tyr LLP and Mr. Bunting are not in a conflict of interest in acting for MediPharm, that they had not misused confidential information, that Mr. McGee would not disparage Mr. Bunting or Tyr LLP and provided a full release to Tyr LLP and Mr. Bunting.”
The back-and-forth between the cannabis company and the investment firm has continued to intensify in advance of an upcoming shareholder meeting on June 16.
Apollo Technology Capital Corporation has been raising concerns with management decisions made by MediPharm Lab Corp’s board of directors, first filing a dissident proxy circular in May, outlining a goal to nominate six individuals for election to MediPharm’s board of directors at MediPharm’s upcoming annual and special meeting of shareholders.
Apollo Capital is one of the largest shareholders in MediPharm Labs, with about 3% of the company’s common stock. MediPharm, which owns VIVO Cannabis Inc. and ABcann, has urged its shareholders to take no action at this time.
In a letter to shareholders in May, Apollo alleged that its aggressive move to replace the board is needed to hold MediPharm’s leadership accountable “for overseeing years of underperformance, failed operational strategies, outrageous compensation packages, and a lack of transparency, among many other failures.”
In response, MediPharm Labs Corp. alerted its shareholders to publicly available information about Regan McGee, the controlling shareholder, director, Chairman and CEO of Apollo Technology Capital Corporation.
Apollo filed an amended and restated dissident proxy circular on May 20, 2025, seeking to elect McGee and five other directors to the MediPharm board of directors at the company’s Annual and Special Meeting of Shareholders scheduled for June 16, 2025.
Then, on May 23, Apollo also said that MediPharm Labs’ Board of Directors did not respond to Apollo Capital’s “With Prejudice” offer to the Board.
In a press release dated June 2, MediPharm Labs announced that Institutional Shareholder Services published a report on May 30, 2025, arguing that MediPharm shareholders should not vote on the dissident proxy card, as it alleges that Apollo did not provide a compelling case for change.
Then, in a press release on June 3, Apollo’s leadership alleged that MediPharm CEO David Pidduck is looking to sell the company to cash out his shares.
Apollo also appears to have run ads to promote their efforts, directing people to a website called Cure MediPharm Now.
All votes must be received no later than 3:00 p.m. (Eastern time) on Friday, June 13, 2025.
You can read more about this ongoing conflict here.
