Update on Ongoing Matters at AnalytixInsight

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from Business Wire

Published on April 11, 2024 • 6 minute read

TORONTO – Certain directors and officers of AnalytixInsight Inc. (“AnalytixInsight“, or the “Pursue) (TSX-V: ALY) today provided an additional update on ongoing corporate matters. For further information, please see press releases issued by the Company and certain of the Company’s directors and officers on April 11, 2024 and April 7, 2024 (the “Released April 7th“), each of which is 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 Company’s Board of Directors (“plank“).

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As set forth in the Company’s April 7 press release, on April 5, 2024, certain members of the Company’s Board of Directors, namely Mr. Hariharan, Mr. Kondragunta and Mr. Veeravalli, stated that they had taken certain actions, including the formation of a “Special Committee” . ” to “investigate governance concerns” and elect Mr. Kondragunta as chief executive. Today, Mr. Hariharan, Mr. Kondragunta and Mr. Veeravalli claim to have held another board meeting of the Company (hereinafter referred to as the “disputed meeting”) and now, among others, Ms. Hirsch, the interim President and Chief Executive Officer of the Company, is on administrative leave and has asked ALY’s attorney, Groia & Company, to “resign.” As described below, Messrs. Kadar and Gardner, Ms. Hirsch and Mr. Atin dispute that the purported Select Committee’s recent actions are valid or have any legal force or effect.

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On the morning of April 8, 2024, Aaron Atin and Chaith Kondragunta each distributed two separate notices to the Board of Directors for a meeting on April 11, 2024 at 12:00 p.m. (Toronto time) (the “Meeting on April 11th“). Mr Atin sent a Zoom link for the April 11 meeting on the instructions of Vince Kadar in their respective capacities as Company Secretary and Chairman. Mr. Kondragunta sent a Teams link. As stated in the April 7 press release, directors Chaith Kondragunta, Prakash Hariharan and Jith Veeravalli claim to have appointed Mr. Kondragunta as the new CEO. Mr. Kondragunta also later claimed that he was appointed company secretary by Messrs. Hariharan and Veeravalli. As stated in the April 7 press release, these allegations are disputed by Directors Vince Kadar and Scott Gardner, Executive Director Ms. Hirsch and Mr. Atin.

Messrs. Kadar and Gardner joined the April 11 meeting at the scheduled time via Mr. Atin’s Zoom link. Messrs. Kadar and Gardner sent several SMS and email reminders to Messrs. Kondragunta, Hariharan and Veeravalli both before and after the scheduled time, but none appeared. At 12:06 p.m. (Toronto time), Messrs. Kadar and Gardner received an email from Mike Woollcombe of Voorheis & Co. LLP (“Voorheis“) and stated that it had “just been appointed by the Board as an independent special advisor to assist the Board in resolving the Company’s various current issues,” noting that “[w]We interrupted the board meeting [the “Disputed Meeting”] for 5 minutes”. In addition, Mr Woollcombe invited Messrs Kadar and Gardner to join the controversial meeting via the team link and indicated that the controversial meeting would “continue shortly”. Mr. Woollcombe sent a second email to Messrs. Kadar and Gardner at 12:12 p.m. (Toronto time) again suggesting they attend the controversial meeting. Eight minutes later, at 12:20 p.m. (Toronto time), Messrs. Kadar and Gardner unsuccessfully attempted to attend the contentious meeting in protest, given the company’s urgent and critical business requiring the board’s attention. Despite accessing the Teams link distributed by Mr Kondragunta, they were not granted access to the controversial meeting. At 12:33 p.m. (Toronto time), Messrs. Kadar and Gardner were informed by email by Mr. Woollcombe that the disputed meeting had closed and ended before they attempted to join.

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At around 4:43 p.m., Groia & Company, ALY’s attorney, said, among other things, that at the contentious meeting, the board “unanimously decided to ratify the decisions made by the board at its meeting on April 5, 2024, including the decision .” to instruct your company to resign…”

At approximately 4:44 p.m., Ms. Hirsch received a letter directly from Voorheis that, among other things, “confirmed the Board’s decision to place you on paid administrative leave pending the completion of the investigation into the allegations you have made.” Conduct inconsistent with your responsibilities as Interim President and CEO.” This decision was allegedly made at the controversial meeting, which was attended only by board members Mr. Kondragunta, Mr. Hariharan and Mr. Veeravalli.

At approximately 4:45 p.m., Mr. Atin received a letter directly from Voorheis that, among other things, “informed you officially of the Board of Directors’ decision to terminate your employment with ALY for cause and to accept your appointment as Secretary of ALY.” “each with immediate effect.” This decision was allegedly taken at the controversial meeting, which was attended only by board members Mr. Kondragunta, Mr. Hariharan and Mr. Veeravalli.

Messrs. Kadar and Gardner, Ms. Hirsch and Mr. Atin dispute the validity of any decisions or resolutions made at the disputed meeting. They have serious concerns that these actions constitute a further violation of Ontario’s securities laws, including “retaliation against a particular person” under Section 121.6 of the Ontario Code Securities Act.

Messrs. Kadar and Gardner, Ms. Hirsch and Mr. Atin had hoped that the meeting would be held on April 11 to allow the board to discuss the company’s urgent and critical business, particularly in light of the serious issues raised in the derivative Action Letter referenced in the April 7 press release and the report of historical expenses of approximately $544,269 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 on March 22nd (to Mr. Kondragunta and Mr. Veeravalli), on March 28th, on April 5th and on April 5, 11. So far, Messrs. Kondragunta, Hariharan and Veeravalli have refused to meet with the entire board and management to discuss these pressing issues. Management, Mr. Kadar and Mr. Gardner remain committed to addressing these issues and keeping the Company’s shareholders informed consistent with their duties and in the best interests of the Company.

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It is the position of Mr. Kadar, Mr. Gardner, Ms. Hirsch and Mr. Atin that the purported “Special Committee” set up by Messrs. Kondragunta, Veeravalli and Hariharan on April 5, 2024 is invalid and of no effect and that they do not have the authority to appoint Voorheis on behalf of the Company or the Board of Directors, particularly in light of the Company’s ongoing investigation into serious corporate governance issues, as outlined in the April 7 press release.

Pursuant to the TSX Venture Exchange bulletin dated April 8, 2024 and the AnalytixInsight press release dated April 11, 2024, effective as of the open on Monday, April 15, 2024, the Company’s shares will resume trading.

About AnalytixInsight Inc.

AnalytixInsight is a provider of data analytics and enterprise software solutions. AnalytixInsight develops and markets cloud-based platforms that provide financial content, business analysis and equity research solutions to the financial services industry. AnalytixInsight holds a 49% stake in MarketWall SRL, a developer of fintech solutions for financial institutions in Italy.

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