On Tuesday, Richard Lawrence filed a complaint in the District of Delaware against Tyme Technologies, Inc. and its corporate directors alleging securities violations in connection with an attempted merger with Syros Pharmaceuticals, Inc.
According to the complaint, Tyme is a Delaware corporation traded on the Nasdaq and a biotechnology company focused on developing cancer metabolism-based therapies. Further, Richard Lawrence is and has been an owner of Tyme common stock at all times relevant to the complaint.
The complaint states that on July 3, 2022, Tyme entered into an agreement and plan of merger with Syros in which the two companies would combine with Tyme stockholders receiving 0.4312 shares of Syros common stock for each share of Tyme common stock. Under the merger agreement, Tyme would issue shares of its Class C common stock increasing its outstanding stock by 94%.
The plaintiff purports that under Nasdaq listing rules, Tyme would have to obtain stockholder approval for such stock issuance, therefore making the merger contingent on such approval. The complaint further states that on August 9, 2022, Tyme’s corporate directors approved and filed a SEC required Definitive Proxy Statement which recommends that Tyme stockholders vote in favor of the merger.
However, the plaintiff argues that the Proxy Statement omits and misrepresents material information necessary for stockholders to make a decision about the merger. Particularly, the complaint states that the proxy statement omits and misrepresents financial projections for Tyme, Syros and combined company, the background of the proposed transaction and any potential conflicts of interest with the financial advisor to the transaction.
The plaintiff argues that the omitted information is imperative to the stockholders ability to vote on the proposed merger between Tyme and Syros. Therefore, he filed the present lawsuit seeking to enjoin the defendants from taking any steps to consummate the merger until the information is disclosed to the company’s stockholders.
Further, the complaint seeks damages, attorney’s fees, costs and a declaration that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act in the event that the merger occurs without disclosure of the omitted information. The plaintiff is represented by Long Law, LLC.
