Ademi LLP is investigating Cyclo Therapeutics (Nasdaq: CYTH) for possible breaches of fiduciary duty and other violations of law in its transaction with Rafael Holdings.
Cyclo Therapeutics stockholders will receive only a certain number of shares of Class B common stock of Rafael Holdings, based on an exchange ratio valuing Cyclo Therapeutics shares at $.95 per share and Rafael Holdings at its cash value combined with the value of its marketable securities and certain other investments less certain current liabilities. The transaction agreement unreasonably limits competing transactions for Cyclo Therapeutics by imposing a significant penalty if Cyclo Therapeutics accepts a competing bid. Cyclo Therapeutics insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Cyclo Therapeutics’ board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.