HEDGEPATH PHARMACEUTICALS, INC.
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
December 5, 2016
We are furnishing the attached Information Statement to the holders of common stock, par value $0.0001 per share (the “Common Stock”), of HedgePath Pharmaceuticals, Inc., a Delaware corporation (the “Company,” “we,” “us,” “our” or similar terminology). The purpose of the Information Statement is to notify the Company’s stockholders that, in lieu of a meeting of the Company’s stockholders pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), and further pursuant to that certain Amended and Restated Equity Holders Agreement, dated May 15, 2015 (the “EHA”), between Mayne Pharma Ventures Pty Ltd (the “Voting Stockholder” or “Mayne Pharma”), the Company and the other parties thereto, the Voting Stockholder, as the holder of approximately 55.9% of our outstanding Common Stock as of November 22, 2016 and November 30, 2016, has taken and approved, by two written consents, actions to (i) remove Frank E. O’Donnell, Jr, M.D. as Executive Chairman of the Board of Directors and as a director of the Company, (ii) remove Samuel P. Sears, Jr. as a director of the Company, (iii) elect E. Brendan Magrab as Chairman of the Board of Directors and as a director of the Company and (iv) elect Robert D. Martin as a director of the Company (the “Actions”).
On or about November 22, 2016 and November 30, 2016, we received the two separate written consents, each in lieu of a meeting of stockholders, from the Voting Stockholder to approve the Actions. No other votes were required to adopt the Actions and none are being solicited hereunder. This Notice of Stockholder Action by Written Consent shall constitute notice to you of the Voting Stockholder taking action by written consent under Section 228 of the DGCL. The accompanying Information Statement is being provided to you for your information to comply with the requirements of Regulation 14C of the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Information Statement constitutes further notice to you of the Actions taken without a meeting, by less than unanimous consent of our stockholders, pursuant to Section 228 of the DGCL. You are urged to read the Information Statement carefully in its entirety. However, no action is required on your part in connection with the Information Statement or the actions taken by the Voting Stockholder. No meeting of our stockholders will be held or proxies requested because we have received written consent to these matters from the Voting Stockholder, who holds a majority of the aggregate issued and outstanding shares of our voting stock.
Under Section 228 of the DGCL and the EHA, the Actions became legally effective under Delaware law at such time as we received from the Voting Stockholder the written consents taking the Actions. Under Rule 14c-2(b) of the Exchange Act, the Actions described in this Information Statement may constitute a “corporate action” under such Rule and therefore may not be effective until 20 calendar days after we have sent or given the Information Statement to our stockholders. To fulfill the requirements of Regulation 14C, we intend to distribute this Notice and Information Statement to our stockholders. The record dates for purposes of determining the number of issued and outstanding shares of voting stock, and thus voting power, were November 22, 2016 and November 30, 2016. THIS IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS INFORMATION STATEMENT. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.