Fresh Tracks Therapeutics Announces Delaware Petition Filed Seeking Appointment of Custodian for Eventual Dissolution of Company
Company filed an answer in overall agreement with petition on June 14, 2024 and awaits a hearing date from the Delaware Chancery Court
BOULDER, Colo., June 17, 2024 (GLOBE NEWSWIRE) -- Fresh Tracks Therapeutics, Inc. (OTC: FRTX) (“Fresh Tracks” or the “Company”) announced today that it has filed an Answer (the “Answer”) to a Verified Petition for Appointment of a Custodian Pursuant to 8 Del. C. § 226 (the "Delaware Petition") that was filed with the Court of Chancery of the State of Delaware (the “Court”) on May 17, 2024 by a stockholder and former General Counsel, Chief Compliance Officer, and Secretary of the Company, David R. McAvoy (the “Petitioner”).
The Delaware Petition, to which the Answer outlines the Company is in overall agreement with, specifically requests that the Court issue an order appointing Albert N. Marchio, II, the Company’s Chief Executive Officer, Chief Financial Officer and sole director, to serve as custodian of Fresh Tracks and authorizing Mr. Marchio to, among other actions:
- Dissolve Fresh Tracks by filing a certificate of dissolution for Fresh Tracks with the Delaware Secretary of State;
- Wind down Fresh Tracks’ affairs by marshalling assets and paying liabilities;
- Implement a plan of dissolution for Fresh Tracks pursuant to 8 Del. C.§ 281(b) that reserves an amount for claims that are not known to Fresh Tracks or that have not arisen but that, based on facts known to Fresh Tracks, are likely to arise or become known to Fresh Tracks within 10 years after the date of dissolution;
- Distribute the non-reserved portion of Fresh Tracks’ cash to its stockholders of record at the time of distribution in a pro rata manner;
- Make payments from the retained cash to consultants and claimants who present valid invoices to, and claims against, Fresh Tracks during the 10-year post-dissolution period; and
- At the end of the 10-year post-dissolution period, distribute any portion of the retained cash or cash arising from future assets dispositions that has not been paid to consultants and claimants to Fresh Tracks’ stockholders of record at that future time and do so pro rata.
The Court has not yet set a hearing date with respect to the Delaware Petition. The Company intends to keep investors updated on the Delaware Petition process through future press releases.
Cautionary Note Regarding Forward-Looking Statements
Any statements made in this press release relating to future financial, conditions, plans, prospects, impacts, shifts, trends, progress, or strategies and other such matters, including without limitation, the timing and outcome of the Delaware Petition filed by Petitioner, the appointment of a custodian for Fresh Tracks, the potential dissolution of Fresh Tracks, and any assets that might be available for distribution to stockholders, and similar statements, are forward-looking statements. In addition, when or if used in this press release, the words “may,” “could,” “should,” “might,” “seek,” “distribute,” “dissolve,” “announce,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “potential,” and similar expressions and their variants, as they relate to Fresh Tracks, may identify forward-looking statements. Fresh Tracks cautions that these forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time, often quickly, and in unanticipated ways. Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include any delays in the resolution of the Delaware Petition; any disagreement by the Court with the actions proposed in the Delaware Petition and the Answer; the availability, timing and amount of any distributions being different than expected; the amounts that will need to be set aside as reserves by Fresh Tracks being higher than anticipated; the possible inadequacy of such reserves to satisfy Fresh Tracks’ obligations; potential unknown contingencies or liabilities, and Fresh Tracks’ potential inability to favorably resolve them or at all; the amount of proceeds that might be realized from the sale or other disposition of any remaining Fresh Tracks assets; the application of, and any changes in, applicable tax and other laws, regulations, administrative practices, principles and interpretations; the incurrence by Fresh Tracks of expenses relating to its dissolution being different than estimated; the Company’s ability to settle, make reasonable provision for or otherwise resolve its liabilities and obligations, including the establishment of an adequate contingency reserve; and the uncertain macroeconomic and political environment. Further information on the factors and risks that could cause actual results to differ from any forward-looking statements are contained in Fresh Tracks’ prior filings with the SEC, which are available at (or at ). The forward-looking statements represent the estimates of Fresh Tracks as of the date hereof only. Fresh Tracks specifically disclaims any duty or obligation to update forward-looking statements.
Fresh Tracks Therapeutics, Inc.
Investor Contact:
Dan Ferry
LifeSci Advisors
(617) 430-7576
