AnalytixInsight Inc. (“AnalytixInsight”, or the “Company”) (TSX-V: ALY) announced today that, further to its press release dated April 23, 2024 (the “Default Announcement”), the Company failed to file its audited financial statements for the year ended December 31, 2023 and the related Management’s Discussion and Analysis and the certifications related to such filings required from the Company’s chief executive officer and chief financial officer (collectively, the “Required Filings”) by the filing deadline of April 29, 2024 (the “Default”).
The Company also announced today that, in connection with recently disclosed legal proceedings filed in the Ontario Superior Court of Justice (Commercial List) (the “Proceedings”), the Court released an endorsement on May 1, 2024 setting forth various intended interim orders (the “Interim Orders”) following an expedited hearing held on April 26, 2024. The Court stated that it made the Interim Orders in light of its findings that two directors of the Company, namely Prakash Hariharan and Chaith Kondragunta, had conducted themselves in a fashion that appeared oppressive to the interests of the Company and certain of its directors and officers, and to preclude Messrs. Hariharan and Kondragunta from participating in the activities of the Company’s board of directors (the “Board”) until there has been a further investigation and determination of their alleged misconduct.
The Interim Orders provide, among other things, that:
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a Court-ordered inspector (the “Inspector”) be appointed immediately to investigate allegations against Mr. Hariharan, including with respect to alleged insider trading, tipping, self-dealing, and lack of disclosure of material information to the Company and its shareholders, and against Mr. Kondragunta relative to his alleged assistance to Mr. Hariharan by approving the Company paying for Mr. Hariharan’s personal expenses; |
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the Inspector is to be chosen by way of Messrs. Hariharan, Kondragunta and Jith Veeravalli selecting from one of three candidates to be proposed by the applicants; |
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the Inspector have broad powers to investigate the allegations, with the Company being obliged to fund the cost of such investigation up to an initial maximum of $100,000, and the Inspector being obliged to prepare a report of his or her findings by a date to be agreed or ordered by the Court; |
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pending further order of the Court: (i) Messrs. Hariharan and Kondragunta are not to participate in meetings or activities of the Board, with the incumbent members of the Board, pending further order of the Court, to be Vincent Kadar, Scott Gardner and Mr. Veeravalli, and (ii) the Board is to conduct only such business as is necessary for the ongoing operation of the Company and its management, and if the Board proposes to authorize any business activity out of the ordinary course of business, it is to seek the Court’s approval for any such activity; and |
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once the report of the Inspector has been delivered, the Court will reconvene to consider next steps, including a potential schedule for a trial of an issue or issues. |
The Court stated in its reasons that, while it had made preliminary observations with respect to certain matters insofar as those preliminary observations were necessary preconditions to the Interim Orders, the Court had not yet made final determinations on many matters.
The Court also ordered that the applicants were entitled to their costs related to the April 26, 2024 hearing. For clarity, the applicants in the Proceedings are the Company, Vince Kadar (independent director), Scott Gardner (independent director), Natalie Hirsch (interim CEO), and Aaron Atin (corporate secretary), and the respondents are Prakash Hariharan (director), Chaith Kondragunta (director), and Jith Veeravalli (independent director).
As disclosed by the Company in the Default Announcement, in anticipation of the Default, the Company previously applied to the Ontario Securities Commission (the “OSC”), as principal regulator, to approve a temporary management cease trade order (“MCTO”) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”). As stated in the Default Announcement, pending the disposition of the Proceedings, there was uncertainty regarding the Company’s decision-making, and such uncertainty had rendered the Company and its Board unable to make the determinations necessary to complete the preparation of its financial statements for the year ended December 31, 2023, including in relation to certain disputed expense items, and to take the other actions necessary to finalize, approve and file the Required Filings by the filing deadline of April 29, 2024. The MCTO was granted by the OSC on May 1, 2024, and is expected to remain in effect until two business days after the Default is remedied. The MCTO prohibits trading in securities of the Company, whether direct or indirect, by certain specified parties including each of the Company’s directors and officers. The issuance of the MCTO does not generally affect the ability of persons who are not directors, officers or other insiders of AnalytixInsight to trade in securities of the Company.
The Company intends to make every effort to complete the Required Filings as soon as possible. In that regard, a meeting of the Board has been scheduled for May 7, 2024. Subject to the work of the Inspector and any further determinations of the Court, the Company anticipates that it will be in a position to make the Required Filings on or prior to June 28, 2024.
Other than as set out herein, the Company confirms that (a) there have been no changes to the information contained in the Default Announcement that would reasonably be expected to be material to an investor, (b) there has been no failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines under NP 12-203, (c) there is no anticipated specified default (as such term is defined in NP 12-203) subsequent to the Default, and (d) there is no other material information concerning the affairs of the Company that has not been generally disclosed.
Should the Company fail to make its Required Filings on or before June 28, 2024, the OSC may impose a cease trade order that all trading in securities of the Company cease for such period of time as the OSC may deem appropriate.
The Company intends to continue to comply with the alternative information guidelines set out in NP 12‑203 until the Required Filings are made, including by issuing bi-weekly default status reports in the form of further news releases.
The issuance of this news release has been approved by the Board, and more specifically Messrs. Veeravalli (independent), Kadar (independent), and Gardner (independent) (collectively, the “Incumbent Directors”). A majority of the Incumbent Directors have determined that the officers of the Company are Natalie Hirsch (interim president and chief executive officer), Jonathan Dwek (chief financial officer), and Aaron Atin (corporate secretary). This news release and the Default Announcement are available under the Company’s SEDAR+ profile at www.sedarplus.ca.
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.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release constitute “forward-looking information” within the meaning of applicable securities laws and the respective policies, regulations and rules under such laws (“forward-looking statements”). These forward-looking statements generally are identified by words such as “anticipate”, “expect”, “intend”, “will” and similar expressions, although not all forward-looking statements contain these identifying words. Specific forward-looking statements in this news release include, but are not limited to, statements regarding (a) the completion and filing of the Required Filings and the expected timeframe for doing so, (b) the Interim Orders and the anticipated consequences thereof, and (c) the timeframe for the completion of the audit of the Company’s annual financial statements for the year ended December 31, 2023. Although the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this news release including, without limitation, the risk that the issues to be addressed by the Interim Orders and the Inspector are not resolved in a timely manner or at all, the risk that the Company may not be able to make the Required Filings within the anticipated timeframe or at all, the risk that the Inspector, or the audit of the Company’s 2023 financial statements, may uncover additional issues and/or may not be completed in a timely manner or at all, and the risk of further Court proceedings and the impact thereof. Additionally, there are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary note. The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable laws.
Regulatory Statements
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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