Latest news with #Gad
Associated Press
2 days ago
- Business
- Associated Press
Paragon Technologies Board Nominates Ronell Rivera and Elodie Leoni Without Their Consent
NEW YORK, NY / ACCESS Newswire / May 30, 2025 / Today, Ronell Rivera and Elodie Leoni issued a joint statement in response to their unauthorized inclusion on the management slate proposed by the current Board of Paragon Technologies, Inc. (OTC PINK:PGNT) ('Paragon' or the 'Company'). Despite having previously and explicitly declined to be nominated by the Board's Nominating Committee, both individuals were named as part of the company's formal proxy materials released this week. 'I clearly and respectfully informed Mr. Tim Eriksen that I did not wish to be included on the management slate,' said Mr. Rivera. 'To be listed against my will - after making my position unmistakably clear - creates a false impression to shareholders during a highly sensitive process. I remain fully committed to the Gad shareholder-aligned slate and to transparent, ethical governance.' Ms. Leoni added: 'I made it unequivocally clear to Mr. Eriksen that I did not consent to being nominated on his slate. Including my name without permission is a disservice to shareholders. I remain fully committed to the Gad shareholder-aligned slate and to transparent, ethical governance.' Despite their clear instructions, Mr. Rivera and Ms. Leoni's names were included without their consent - an act that misleads shareholders and a potential violation of Delaware law. CONTACT: [email protected] SOURCE: Sham Gad press release
Associated Press
20-05-2025
- Business
- Associated Press
Paragon Board Responds to Gad's Latest Misleading Statements - Shareholders Deserve the Truth
Gad Continues Pattern of Lying to Shareholders and Misrepresenting the Facts EASTON, PA / ACCESS Newswire / May 20, 2025 / Paragon Technologies' (OTCPK:PGNT) ('Paragon' or the 'Company') today responded to former Chairman and CEO Hesham 'Sham' Gad's latest attempt to rewrite history, calling out his deliberate misinformation and ongoing efforts to mislead shareholders. There's a reason Mr. Gad is no longer Chairman or CEO of the Company: his actions made him unfit to lead. Gad's assertion regarding 'false, damaging, and despicable statements' concerning the hiring of unauthorized workers is a blatant misrepresentation. The singular instance of an unauthorized hire involved Mr. Gad himself, who knowingly resided and worked illegally in the United States for over two decades. His failure to disclose this critical information not only betrayed Paragon's trust - it exposed the Company to significant legal and reputational risk. Gad's baseless accusations against Directors Eriksen, Brownstein, Lontini, and Weiser are directly contradicted by the facts. The legal counterclaim against Gad, accessible at link to counterclaim, provides a comprehensive account of Mr. Gad's extensive history of dishonesty, alleged theft, and repeated breaches of fiduciary duty. Additionally, Mr. Gad prolonged the litigation long after the bylaws he sought to have repealed were, in fact, repealed, potentially costing shareholders millions. His ongoing litigation included accusations against the new independent directors related to their adoption of the shareholder's rights plan. The independent directors believe they were adhering to their fiduciary duties in adopting the rights plan and were advised that Delaware case law suggests that it could be a breach of fiduciary duty for them NOT to adopt the plan in light of the threat of creeping control posed by the 40 percent plus shareholder group. Yet Gad sued, derived no benefit other than for himself at shareholder expense. Gad's allegations of concealment regarding the recent litigation are even more unfounded. Gad was involved in the board discussions including the reasons for filing under seal. The current board has nothing to hide from shareholders. Shareholders wishing to obtain a copy of the complaint filed against the company's former corporate counsel can do so by making the request at [email protected]. What Mr. Gad fails to disclose to shareholders is that the litigation demolishes his contrived entrenchment theory against Mr. Weiser and the Board. In fact, in the board's discussions, Gad's only objection was that the facts made him look bad. If the facts make him look bad, so be it. The Board urges all shareholders to see through Mr. Gad's self-serving rhetoric for what it is: a transparent attempt to divert attention from his own actions and obstruct the current leadership's commitment to transparency and accountability. We encourage shareholders to rely on factual information, including the detailed legal filings that expose Mr. Gad's long-standing pattern of deceit and mismanagement, rather than his continued distortions. The Board remains focused on transparency, accountability, and protecting the long-term interest of Paragon's shareholders. About Paragon Technologies Paragon Technologies, Inc. is a holding company owning subsidiaries that engage in diverse business activities, including material handling, distribution, real estate, and investments. For additional information please visit: Investor Relations Contact: Alliance Advisors IR [email protected] SOURCE: Paragon Technologies Inc. press release
Yahoo
20-05-2025
- Business
- Yahoo
Paragon Board Responds to Gad's Latest Misleading Statements - Shareholders Deserve the Truth
Gad Continues Pattern of Lying to Shareholders and Misrepresenting the Facts EASTON, PA / / May 20, 2025 / Paragon Technologies' (OTCPK:PGNT) ("Paragon" or the "Company") today responded to former Chairman and CEO Hesham "Sham" Gad's latest attempt to rewrite history, calling out his deliberate misinformation and ongoing efforts to mislead shareholders. There's a reason Mr. Gad is no longer Chairman or CEO of the Company: his actions made him unfit to lead. Gad's assertion regarding "false, damaging, and despicable statements" concerning the hiring of unauthorized workers is a blatant misrepresentation. The singular instance of an unauthorized hire involved Mr. Gad himself, who knowingly resided and worked illegally in the United States for over two decades. His failure to disclose this critical information not only betrayed Paragon's trust - it exposed the Company to significant legal and reputational risk. Gad's baseless accusations against Directors Eriksen, Brownstein, Lontini, and Weiser are directly contradicted by the facts. The legal counterclaim against Gad, accessible at link to counterclaim, provides a comprehensive account of Mr. Gad's extensive history of dishonesty, alleged theft, and repeated breaches of fiduciary duty. Additionally, Mr. Gad prolonged the litigation long after the bylaws he sought to have repealed were, in fact, repealed, potentially costing shareholders millions. His ongoing litigation included accusations against the new independent directors related to their adoption of the shareholder's rights plan. The independent directors believe they were adhering to their fiduciary duties in adopting the rights plan and were advised that Delaware case law suggests that it could be a breach of fiduciary duty for them NOT to adopt the plan in light of the threat of creeping control posed by the 40 percent plus shareholder group. Yet Gad sued, derived no benefit other than for himself at shareholder expense. Gad's allegations of concealment regarding the recent litigation are even more unfounded. Gad was involved in the board discussions including the reasons for filing under seal. The current board has nothing to hide from shareholders. Shareholders wishing to obtain a copy of the complaint filed against the company's former corporate counsel can do so by making the request at info@ What Mr. Gad fails to disclose to shareholders is that the litigation demolishes his contrived entrenchment theory against Mr. Weiser and the Board. In fact, in the board's discussions, Gad's only objection was that the facts made him look bad. If the facts make him look bad, so be it. The Board urges all shareholders to see through Mr. Gad's self-serving rhetoric for what it is: a transparent attempt to divert attention from his own actions and obstruct the current leadership's commitment to transparency and accountability. We encourage shareholders to rely on factual information, including the detailed legal filings that expose Mr. Gad's long-standing pattern of deceit and mismanagement, rather than his continued distortions. The Board remains focused on transparency, accountability, and protecting the long-term interest of Paragon's shareholders. About Paragon Technologies Paragon Technologies, Inc. is a holding company owning subsidiaries that engage in diverse business activities, including material handling, distribution, real estate, and investments. For additional information please visit: Investor Relations Contact: Alliance Advisors IRParagonIR@ SOURCE: Paragon Technologies Inc. View the original press release on ACCESS Newswire Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
14-05-2025
- Business
- Yahoo
Former CEO Gad's Litigation and Mismanagement Continue to Cost Shareholders
EASTON, PA / / May 14, 2025 / Paragon Technologies' (OTC PINK:PGNT) is responding to former CEO Hesham "Sham" Gad's recent press release, which attempts to shift blame for the Company's first quarter 2025 results onto the current board. This claim misrepresents the facts and overlooks that Gad himself was the root cause of the Company's recent expenses. Mr. Gad's release continues a pattern where he deflects responsibility rather than accepting it - choosing instead to blame the board that is now working to address the issues he left behind. The Company's first quarter net loss was entirely due to legal and compliance costs attributable to Mr. Gad's own decisions. Operating expenses increased from $1.9 million to $3.2 million, all due to Gad related legal costs. Absent those costs, results were largely in line with the prior year. Shareholders should be aware of the following: Gad initiated and prolonged the litigation that has cost shareholders millions. Gad refused to engage in meaningful settlement discussions for months and obstructed discovery efforts, compounding legal expenses. Gad used corporate resources to support activist campaigns that clearly were intended to serve his personal interests. Gad misappropriated corporate resources for non-business purposes, including personal entertainment. Gad misclassified his own employment status, exposing the Company to federal scrutiny and penalties. Gad hired an individual without proper work authorization and failed to disclose it. Gad managed the underperforming investment portfolio - built during a historic bull market. Gad recommended the acquisition of the Las Vegas real estate portfolio which delivered poor returns and raises serious questions about motive. SI Systems, despite the hard work of its team members, was left to deteriorate under Gad's leadership, starved of investment and strategic direction. Gad's legal challenges appear to have been aimed at regaining influence at Paragon, rather than advancing shareholder interests as he claims. Mr. Gad filed his lawsuit to repeal bylaws he claimed were invalid under Delaware law - bylaws that were later rescinded. Rather than withdrawing the suit once the bylaws were rescinded, he continued to pursue litigation. The lawsuit was later expanded to include new directors, challenging their adoption of a shareholder rights plan when, in fact, the board acted in accordance with its fiduciary duties to protect shareholders from a potential creeping takeover. The result - $3 million in additional legal costs without Mr. Gad delivering any value to shareholders. The board is also pursuing recovery of legal costs from prior counsel - a step it believes is in the best interest of shareholders as their actions resulted in the bylaw litigation. Mr. Gad's objections to this effort are unfounded and do not reflect the facts presented. Ultimately, Mr. Gad's track record - including stalled acquisitions, lack of progress at SI Systems, and discretionary spending - speaks for itself. Paragon shareholders deserve leadership committed to accountability, governance, and long-term value creation - not continued deflection and litigation. About Paragon TechnologiesParagon Technologies, Inc. is a holding company owning subsidiaries that engage in diverse business activities, including material handling, distribution, real estate, and investments. For additional information please visit: Investor Relations Contact:Alliance Advisors IRParagonIR@ SOURCE: Paragon Technologies Inc. View the original press release on ACCESS Newswire Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
13-05-2025
- Business
- Yahoo
Mr. Gad Comments on Paragon's First Quarter Earnings Results, Citing Poor Financial Performance and Significant Waste of Stockholder Capital Under Current Unelected Directors
Highlights Alarming Increase in Expenses and Legal Spending with No Strategic Justification Notes that Wasteful Spending is Not Over Because of Continued Legal Liability Highlights the New Directors' Decision to Expose the Paragon to More Potential Litigation Risk and Expense by Pursuing Legal Action against Paragon's Former Counsel and Filing Such Litigation Under Seal to Keep Important Information from Shareholders Reaffirms that Gad Never Misclassified His Compensation, Which was Clearly Documented by the Company and its Auditors Reaffirms His Unwavering Commitment to Restoring Accountability and Delivering a Bright Future for Paragon and Stockholders NEW YORK, NY / / May 13, 2025 / Hesham "Sham" Gad, the largest stockholder of Paragon Technologies, Inc. (OTC PINK:PGNT) ("Paragon" or the "Company"), owning approximately 28.4% of the Company's outstanding shares, today issued the following statement to fellow stockholders in response to the Company's first quarter 2025 financial results: Dear Fellow Stockholders: The results are in, and the numbers don't lie. For months, I have voiced serious concerns about the direction of the Company under the control of Samuel Weiser and the directors he installed, Howard Brownstein, Timothy Eriksen, and David Lontini. I have also warned that their actions were leading to value destruction, eroding Paragon's financial health, and draining stockholder capital through costly and unnecessary litigation. Unfortunately, Paragon's quarterly results have confirmed my warnings. During the period ended March 31, 2025, a period when Weiser's hand-picked directors held full control over key decision-making under their "stewardship," the Company suffered substantial losses, spiraling expenses, and further alienated its stockholders. Under their "stewardship" the Company's has achieved the following: A net loss of $790,000 for the quarter, wiping out prior gains and what I believe to be the largest quarterly loss reported by Paragon since I assumed management of SI Systems in 2017 A 67% increase in operating expenses year-over-year, from $1.9 million in Q1 2024 to over $3.2 million in Q1 2025; A 39% increase in operating expenses quarter-over-quarter, rising from $2.3 million in Q4 2024; and An increase in shares outstanding by 25,000 via director compensation rewards, including the 5,000 gifted to Weiser on April 1, 2025, despite the Company's poor performance. Company has stated it will likely incur over $3 million in legal costs in 6 months In addition to results highlighted above, the "gain" of $450,000 on the sale of a fixed asset is principally due to the sale of one of our real estate assets, assets that were opportunistically acquired and which I have consistently expressed would be monetized for the benefit of the Company's stockholders. Under this Board, the assets are likely being monetized to pay for the legal fees incurred in the by the Board's self-serving entrenchment actions. In other words -assets are seemingly being liquidated to pay for costly entrenchment decisions, including illegal by law amendments and a poison pill, initiated by Weiser and perpetuated by Eriksen, Brownstein, and Lontini. I have been sounding the alarm bells for months about the risks to the Company's financial strength and performance that the Weiser-led Board's conduct presented - and the risks are now becoming evident. The entrenchment actions implemented by these directors have exposed Paragon to a significant legal liability that has yet to be absorbed. And the biggest portion of that legal liability is almost certainly due to the poison pill that was passed by Eriksen, Brownstein, and Lontini and signed off by Weiser as the Company's earnings release indicated an expectation of $2 million more in legal spend during the second quarter In December 2024, new directors were appointed by Weiser- who we now know was fabricating documents - and rather than address that concrete violation of fiduciary duty to the Company and its stockholders, Eriksen, Brownstein, and Lontini instead implemented a poison pill, claiming it served stockholder interests. In reality, the pill has done nothing but stifle open stockholder communication and expose the Company to further legal liability. I have previously stated, I raised my concerns about Weiser's conduct with Eriksen in December. He and the other directors could have taken immediate action to look into Weiser, remove him from his position, and put an end to the self-serving entrenchment efforts. Had they done so, Paragon and its stockholders could have been spared from significant and unnecessary expenses. Yet they chose not to intervene. Weiser's directors allowed him to remain in control, even as he fabricated internal records, undermined the confidence of key executives, and set the Board on a path toward adopting a poison pill designed to preserve his grip on power. What the directors ARE choosing to do, as noted in their press release, is expose the Company to even more potential litigation risk and expense by pursuing legal action against Paragon's former counsel. This is more disheartening and alarming news, and this new litigation is only possible with the approval of the new directors, who also chose to file the litigation under seal to keep important information hidden from stockholders. I urge all stockholders to carefully consider the facts to see what is going on here: a manufactured scheme by Weiser to seize power for his financial benefit. Now his three chosen directors are continuing the scheme of additional litigation while keeping relevant information away from stockholders. So, who is truly exposing Paragon to financial risk? While these directors continue blasting press releases with bold headlines citing "potential" risks that I have caused Paragon or other risks caused by our subsidiaries and their management teams, they offer no substantive evidence to support those claims. In contrast, Paragon's own quarterly results present clear, tangible proof of the financial damage caused by their self-serving conduct. I trust that my fellow stockholders can now see plainly that it is this Board that has placed your Company at risk, and the financial results make that reality undeniable. In just three months, under these current directors, Paragon has wasted $1.1 million in legal fees and expects to incur another $2 million in three months. Finally, I have never misclassified my compensation, and during all my years as CEO of Paragon, my compensation was known by the Company and to our auditors, who never raised any issues. Again, the Weiser hand-picked directors are seemingly seeking to create risk for Paragon that could be avoided. Furthermore, Weiser and the directors conveniently fail to tell you that Weiser - and other key executives - are classifying their compensation structure the exact same way I had. In light of the facts, I believe it is clear that the Weiser-picked directors are not acting in the best interests of stockholders and should not be trusted with the stewardship of the Company. I remain unwavering in my commitment to the Company and firmly believe that the continuance of the plan I pursued while I was CEO alongside our key executives and managers will continue to deliver real, meaningful results for stockholders and position Paragon for sustained growth. I believe my slate of five uniquely qualified candidates with significant stockholder alignment, product innovation, business turnaround, capital allocation and extensive industry experience, if elected, will work to ensure Paragon is governed with the focus and accountability its stockholders deserve. We urgently need directors who will restore a strategic vision centered on creating long-term value for stockholders. Thank you for your support. I look forward to Paragon's stockholders having the opportunity to decide the future of our Company. Sincerely, Sham Gad CONTACT: hmgad78@ SOURCE: Sham Gad View the original press release on ACCESS Newswire Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
