| Item 7.01 | Regulation FD Disclosure |
On July 9, 2019, Hedgepath, LLC (“HPPLC”), a stockholder of HedgePath Pharmaceuticals, Inc. (the “Company”), filed a civil action captionedHedgepath, LLC v. Magrab, et al., Civil Action Number2019-0529-JTL, in the Delaware Court of Chancery (the “Action”). The complaint in the Action, purportedly brought directly and derivatively on behalf of the Company, alleges claims for breach of fiduciary duty, declaratory judgement and dilution of stockholder equity against the Company’s directors and President and Chief Executive Officer, a former director of the Company and Mayne Pharma Ventures Pty Ltd., the Company’s majority stockholder (“Mayne Pharma”). The Action relates to certain of the Company’s previously announced transactions with Mayne Pharma as well as purportedly fraudulent misrepresentation in connection with allegedly false and misleading statements included in Company press releases and filings with the Securities and Exchange Commission. The complaint seeks unspecified damages, equitable and other relief from the defendants.
The Company believes the Action is legally and factually baseless, and the named director and officer defendants intend to defend themselves vigorously.
Cautionary Note on Forward-Looking Statements
This Current Report and any related statements of representatives and partners of the Company contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including with respect to the litigation matter described herein) may differ significantly from those set forth or implied in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publiclyupdate any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
