Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022
Exhibit LL
Minutes Of The Meetings Of Fiorello’s Board Of Directors Held On May 8,
2018, May 13, 2018, And May 23, 2018, Respectively
Index No. 652343/2018 Motion Seq. No. 11
FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022
FIORELLO
PHARJVIACEUTICALS
12 East 49 th
Street, 11 th Floor I New York, NY 10017
MINUTES
Fiorello Pharmaceuticals, Inc.
Board of Directors Meeting
May 8, 2018
9:00AM
A meeting of the board of directors (the "Board") of Fiorello Pharmaceuticals, Inc.
("Fiorello") was held on Tuesday, May 8, 2018, at 9:00 a.m. (EDT) by means of a
telephone conference call in which each of the participants could hear, and could be
heard by, each of the other participants.
The following persons attended the meeting: Ms. Susan Yoss, Mr. Eric Sirota, and Dr.
Daniel Siegel. Also in attendance, at the invitation of the Board, were Mr. Ron Lefton
of Izower Feldman, Mr. Michael Helsel of Greenberg Trauig, and Mr. Jon Canarick
and Mr. Andrew Stone, Co-Managers of NYS Pharmaceuticals Investors LLC, the
majority holder of Fiorello's outstanding Series A preferred stock.
Mr. Sirota called the meeting to order at 9:00 a.m. (EDT) and noted that a quorum
was present. He also noted that the meeting, having been duly convened, was ready
to proceed. Ms. Yoss recorded the minutes.
Ms. Yoss and Mr. Sirota introduced the outside participants to the Board call.
Mr. Lefton and Mr. Helsel described to Mr. Canarick and Mr. Stone the two
transaction counter proposals proffered by Cresco Labs New York LLC on April 26,
2018 ("Option 1" and "Option 2", respectively). After extensive discussions on the
counterproposals, Mr. Canarick and Mr. Stone indicated that they would reject both
Option 1 and Option 2, and recommended that the Board continue to negotiate
Option 2.
There being no further business to come before the Board, the meeting was
adjourned at approximately 10:00 a.m. (EDT).
NY 247549047v1
CONFIDENTIAL D027131
FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022
FIORELLO
PHARJVIACEUTICALS
12 East 49 th
Street, 11 th Floor I New York, NY 10017
MINUTES
Fiorello Pharmaceuticals, Inc.
Board of Directors Meeting
May 13, 2018
11:00AM
A meeting of the board of directors (the "Board") of Fiorello Pharmaceuticals, Inc.
("Fiorello") was held on Sunday, May 13, 2018, at 11:00 a.m. (EDT) by means of a
telephone conference call in which each of the participants could hear, and could be
heard by, each of the other participants.
The following persons attended the meeting: Ms. Susan Yoss, Mr. Eric Sirota, and Dr.
Daniel Siegel. Also in attendance, at the invitation of the Board, were Mr. Jon
Canarick and Mr. Andrew Stone, Co-Managers of NYS Pharmaceuticals Investors
LLC, the majority holder of Fiorello's outstanding Series A preferred stock.
Mr. Sirota called the meeting to order at 11:00 a.m. (EDT) and noted that a quorum
was present and that the meeting, having been duly convened, was ready to
proceed. Ms. Yoss recorded the minutes.
Ms. Yoss and Mr. Sirota discussed with Mr. Canarick and Mr. Stone the current status
of the most recent acquisition proposals made by Cresco Labs New York, LLC
("Cresco") and GTI Core, LLC ("GTI").
Mr. Canarick indicated a lack of comfort with Cresco as a potential business partner
and concern regarding Cresco's creditworthiness with respect to the second and
third payments that would be due to Fiorello by Cresco based on Cresco's most
recent acquisition proposal. Mr. Canarick indicated a strong preference to the most
recent GTI proposal, emphasizing the higher consideration offer by GTI and GTI's
access to capital given its current plans to undertake an initial public offering.
Mr. Stone agreed with Mr. Canarick's assertion that the GTI offer was superior to the
Cresco offer, further emphasizing the benefits of the indemnification cap included in
GTI's offer but missing from Cresco's offer.
NY 247549164v1
CONFIDENTIAL D031574
FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022
Ms. Yoss discussed that, in light of Cresco's having provided diligence materials so
that Fiorello could explore alternative forms of collateral, Fiorello was working with
Ms. Sylvie Durham, an attorney at Greenberg Traurig, LLP who specializes in
securitization. Mr. Sirota and Ms. Yoss indicated the possibility that Cresco may
increase its offer and the need for Fiorello to continue to explore security options.
Ms. Yoss and Mr. Sirota indicated that they would continue to provide updates to the
Board as the negotiations with both GTI and Cresco progressed.
There being no further business to come before the Board, the meeting was
adjourned at approximately 12:30 p.m. (EDT) .
NY 247549164v1
CONFIDENTIAL D031575
FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022
FIORELLO
PHARJVIACEUTICALS
12 East 49 th
Street, 11 th Floor I New York, NY 10017
MINUTES
Fiorello Pharmaceuticals, Inc.
Board of Directors Meeting
May 23, 2018
3:30 PM
A meeting of the board of directors (the "Board") of Fiorello Pharmaceuticals, Inc.
("Fiorello") was held on Wednesday, May 23, 2018, at 3:30 p.m. (EDT) by means of a
telephone conference call in which each of the participants could hear, and could be
heard by, each of the other participants.
The following persons attended the meeting: Ms. Susan Yoss, Mr. Eric Sirota, and Dr.
Daniel Siegel. Also in attendance, at the invitation of the Board, were Mr. Jon
Canarick and Mr. Andrew Stone, Co-Managers of NYS Pharmaceuticals Investors
LLC, the majority holder of Fiorello's outstanding Series A preferred stock.
Mr. Sirota called the meeting to order at 3:30 p.m. (EDT) and noted that a quorum
was present. He also noted that the meeting, having been duly convened, was ready
to proceed. Ms. Yoss recorded the minutes.
Ms. Yoss provided an update on the ongoing negotiations with GTI Core, LLC ("GTI"),
including that Fiorello was expecting a response to the draft documents sent to GTI
late the previous week, and that the parties had a productive conversation on May
21, 2018 regarding some deal points. The Board discussed and agreed that the
transaction appeared to be progressing well.
Ms. Yoss and Mr. Sirota provided an update to the Board on the situation with
Cresco Labs New York LLC ("Cresco"), including further discussion of Cresco's
rejection of Fiorello's most recent counterproposal proffered on May 21. 2018. and
REDACTED
i REDACTED ~heBoMd
considered the collateral issue and the higher offer from GTI in determining the
appropriate Cresco counteroffer.
NY 247549398v1
CONFIDENTIAL - ATTORNEYS' EYES ONLY D031576
FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022
The Board further informed Mr. Canarick and Mr. Stone that Cresco had asked for a
court hearing on whether a complaint could be filed under seal and had been
denied, thereby authorizing the parties to redact confidential information from the
complaint filed by Cresco. Mr. Canarick indicated his concern with Cresco as a
partner to Fiorello and supported the actions of the Board. Mr. Stone agreed with
Mr. Canarick and indicated that he viewed the GTI offer as superior to the Cresco
offer, including the limitation of Fiorello's exposure with the $4,000,000
indemnification cap.
Dr. Siegel further discussed with the Board the implications of the current status of
the Cresco litigation proceedings.
The Board indicated that it would continue to provide updates to Mr. Canarick and
Mr. Stone with regards to the litigation and pressing transaction matters.
There being no further business to come before the Board, the meeting was
adjourned at approximately 4:30 p.m. (EDT).
NY 247549398v1
CONFIDENTIAL - ATTORNEYS' EYES ONLY D031577
Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022 Exhibit LL Minutes Of The Meetings Of Fiorello’s Board Of Directors Held On May 8, 2018, May 13, 2018, And May 23, 2018, Respectively Index No. 652343/2018 Motion Seq. No. 11 FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022 FIORELLO PHARJVIACEUTICALS 12 East 49 th Street, 11 th Floor I New York, NY 10017 MINUTES Fiorello Pharmaceuticals, Inc. Board of Directors Meeting May 8, 2018 9:00AM A meeting of the board of directors (the "Board") of Fiorello Pharmaceuticals, Inc. ("Fiorello") was held on Tuesday, May 8, 2018, at 9:00 a.m. (EDT) by means of a telephone conference call in which each of the participants could hear, and could be heard by, each of the other participants. The following persons attended the meeting: Ms. Susan Yoss, Mr. Eric Sirota, and Dr. Daniel Siegel. Also in attendance, at the invitation of the Board, were Mr. Ron Lefton of Izower Feldman, Mr. Michael Helsel of Greenberg Trauig, and Mr. Jon Canarick and Mr. Andrew Stone, Co-Managers of NYS Pharmaceuticals Investors LLC, the majority holder of Fiorello's outstanding Series A preferred stock. Mr. Sirota called the meeting to order at 9:00 a.m. (EDT) and noted that a quorum was present. He also noted that the meeting, having been duly convened, was ready to proceed. Ms. Yoss recorded the minutes. Ms. Yoss and Mr. Sirota introduced the outside participants to the Board call. Mr. Lefton and Mr. Helsel described to Mr. Canarick and Mr. Stone the two transaction counter proposals proffered by Cresco Labs New York LLC on April 26, 2018 ("Option 1" and "Option 2", respectively). After extensive discussions on the counterproposals, Mr. Canarick and Mr. Stone indicated that they would reject both Option 1 and Option 2, and recommended that the Board continue to negotiate Option 2. There being no further business to come before the Board, the meeting was adjourned at approximately 10:00 a.m. (EDT). NY 247549047v1 CONFIDENTIAL D027131 FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022 FIORELLO PHARJVIACEUTICALS 12 East 49 th Street, 11 th Floor I New York, NY 10017 MINUTES Fiorello Pharmaceuticals, Inc. Board of Directors Meeting May 13, 2018 11:00AM A meeting of the board of directors (the "Board") of Fiorello Pharmaceuticals, Inc. ("Fiorello") was held on Sunday, May 13, 2018, at 11:00 a.m. (EDT) by means of a telephone conference call in which each of the participants could hear, and could be heard by, each of the other participants. The following persons attended the meeting: Ms. Susan Yoss, Mr. Eric Sirota, and Dr. Daniel Siegel. Also in attendance, at the invitation of the Board, were Mr. Jon Canarick and Mr. Andrew Stone, Co-Managers of NYS Pharmaceuticals Investors LLC, the majority holder of Fiorello's outstanding Series A preferred stock. Mr. Sirota called the meeting to order at 11:00 a.m. (EDT) and noted that a quorum was present and that the meeting, having been duly convened, was ready to proceed. Ms. Yoss recorded the minutes. Ms. Yoss and Mr. Sirota discussed with Mr. Canarick and Mr. Stone the current status of the most recent acquisition proposals made by Cresco Labs New York, LLC ("Cresco") and GTI Core, LLC ("GTI"). Mr. Canarick indicated a lack of comfort with Cresco as a potential business partner and concern regarding Cresco's creditworthiness with respect to the second and third payments that would be due to Fiorello by Cresco based on Cresco's most recent acquisition proposal. Mr. Canarick indicated a strong preference to the most recent GTI proposal, emphasizing the higher consideration offer by GTI and GTI's access to capital given its current plans to undertake an initial public offering. Mr. Stone agreed with Mr. Canarick's assertion that the GTI offer was superior to the Cresco offer, further emphasizing the benefits of the indemnification cap included in GTI's offer but missing from Cresco's offer. NY 247549164v1 CONFIDENTIAL D031574 FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022 Ms. Yoss discussed that, in light of Cresco's having provided diligence materials so that Fiorello could explore alternative forms of collateral, Fiorello was working with Ms. Sylvie Durham, an attorney at Greenberg Traurig, LLP who specializes in securitization. Mr. Sirota and Ms. Yoss indicated the possibility that Cresco may increase its offer and the need for Fiorello to continue to explore security options. Ms. Yoss and Mr. Sirota indicated that they would continue to provide updates to the Board as the negotiations with both GTI and Cresco progressed. There being no further business to come before the Board, the meeting was adjourned at approximately 12:30 p.m. (EDT) . NY 247549164v1 CONFIDENTIAL D031575 FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022 FIORELLO PHARJVIACEUTICALS 12 East 49 th Street, 11 th Floor I New York, NY 10017 MINUTES Fiorello Pharmaceuticals, Inc. Board of Directors Meeting May 23, 2018 3:30 PM A meeting of the board of directors (the "Board") of Fiorello Pharmaceuticals, Inc. ("Fiorello") was held on Wednesday, May 23, 2018, at 3:30 p.m. (EDT) by means of a telephone conference call in which each of the participants could hear, and could be heard by, each of the other participants. The following persons attended the meeting: Ms. Susan Yoss, Mr. Eric Sirota, and Dr. Daniel Siegel. Also in attendance, at the invitation of the Board, were Mr. Jon Canarick and Mr. Andrew Stone, Co-Managers of NYS Pharmaceuticals Investors LLC, the majority holder of Fiorello's outstanding Series A preferred stock. Mr. Sirota called the meeting to order at 3:30 p.m. (EDT) and noted that a quorum was present. He also noted that the meeting, having been duly convened, was ready to proceed. Ms. Yoss recorded the minutes. Ms. Yoss provided an update on the ongoing negotiations with GTI Core, LLC ("GTI"), including that Fiorello was expecting a response to the draft documents sent to GTI late the previous week, and that the parties had a productive conversation on May 21, 2018 regarding some deal points. The Board discussed and agreed that the transaction appeared to be progressing well. Ms. Yoss and Mr. Sirota provided an update to the Board on the situation with Cresco Labs New York LLC ("Cresco"), including further discussion of Cresco's rejection of Fiorello's most recent counterproposal proffered on May 21. 2018. and REDACTED i REDACTED ~heBoMd considered the collateral issue and the higher offer from GTI in determining the appropriate Cresco counteroffer. NY 247549398v1 CONFIDENTIAL - ATTORNEYS' EYES ONLY D031576 FILED: NEW YORK COUNTY CLERK 01/06/2022 06:12 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 334 RECEIVED NYSCEF: 01/06/2022 The Board further informed Mr. Canarick and Mr. Stone that Cresco had asked for a court hearing on whether a complaint could be filed under seal and had been denied, thereby authorizing the parties to redact confidential information from the complaint filed by Cresco. Mr. Canarick indicated his concern with Cresco as a partner to Fiorello and supported the actions of the Board. Mr. Stone agreed with Mr. Canarick and indicated that he viewed the GTI offer as superior to the Cresco offer, including the limitation of Fiorello's exposure with the $4,000,000 indemnification cap. Dr. Siegel further discussed with the Board the implications of the current status of the Cresco litigation proceedings. The Board indicated that it would continue to provide updates to Mr. Canarick and Mr. Stone with regards to the litigation and pressing transaction matters. There being no further business to come before the Board, the meeting was adjourned at approximately 4:30 p.m. (EDT). NY 247549398v1 CONFIDENTIAL - ATTORNEYS' EYES ONLY D031577