Latest news with #ParagonTechnologies
Associated Press
4 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
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
Associated Press
17-03-2025
- Business
- Associated Press
Paragon Technologies Adopts Limited Duration Stockholder Rights Plan
Stockholders to Vote on Rights Plan at 2025 Annual Meeting EASTON, PA / ACCESS Newswire / March 17, 2025 / Paragon Technologies, Inc. (OTC Pink:PGNT) ('Paragon Technologies' or the 'Company') today announced that its Board of Directors (the 'Board') adopted a limited duration stockholder rights plan (the 'Rights Plan'). The Rights Plan is intended to protect Paragon Technologies and its stockholders from efforts by a single stockholder or group of stockholders to obtain control of Paragon Technologies without paying a control premium. The Rights Plan is similar to other rights plans adopted by publicly held companies and is intended to promote the fair and equal treatment of all stockholders and to allow stockholders to realize the long-term value of their investment. The Rights Plan provides several recognized stockholder protections, including the following: • The rights plan will automatically expire on the day after the Company's 2025 Annual Meeting of Stockholders ('2025 Annual Meeting'), unless approved by stockholders at the 2025 Annual Meeting, in which case it will expire in one year, on March 16, 2026; • The Rights will be exercisable only if any person (or any persons acting as a group) acquires 10% (or, in the case of a person or group qualifying as a passive investor, 20%) or more of the Common Stock in a transaction not approved or exempted by the Board; • The Rights Plan has an exception for non-coercive offers made for all shares of the Company that treat all stockholders equally; • The Rights Plan does not contain any dead-hand, slow-hand, no-hand or similar features that would limit the ability of a future board of directors to redeem the Rights; and • The Rights Plan does not preclude the Board from considering an offer that recognizes the full value of the Company. Additional Information on Stockholder Rights Plan Pursuant to the Rights Plan, Paragon Technologies will issue, by means of a dividend, one right ('Right') to purchase one Reference Security (as defined in the Rights Plan), subject to adjustment for each outstanding share of Paragon Technologies' common stock, par value $1.00 per share ('Common Stock'), to stockholders of record on the close of business on March 31, 2025. The Rights generally become exercisable only if a person or group (each, an 'acquiring person') acquires beneficial ownership of 10% (or, in the case of a person or group qualifying as a passive investor, 20%) or more of the outstanding shares of the Common Stock in a transaction not approved or exempted by the Board. In that situation, each holder of the Right (other than the acquiring person, whose Rights will become void and will not be exercisable) will be entitled to purchase, at the exercise price, shares of the Common Stock at a 50% discount to the then-current market price. In addition, if Paragon Technologies is acquired in a merger or other business combination after an unapproved party acquires more than 20% of the outstanding shares of the Common Stock, each holder of the Right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company's stock at a 50% discount. The Board may, at its option, exchange each Right (other than Rights owned by the acquiring person that have become void) in whole or in part, at an exchange ratio of one share of the Common Stock per outstanding Right, subject to adjustment. The Rights Plan contains an exception for non-coercive offers made for all shares of the Company that treat all stockholders equally. Except as provided in the Rights Plan, the Board is entitled to redeem the Rights at $0.001 per Right. If a person or group beneficially owns 10% (or, in the case of a person or group qualifying as a passive investor, 20%) or more of the outstanding shares of the Common Stock prior to Paragon Technologies' announcement of its adoption of the Rights Plan, then that person's or group's existing ownership percentage will be grandfathered, although, with certain exceptions, the Rights will become exercisable if at any time after the announcement of the adoption of the Rights Plan, such person or group increases its ownership of the Common Stock by more than 0.0001% of outstanding Common Stock. Advisors Paul Hastings LLP is serving as legal counsel to Paragon Technologies. 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: Cautionary Statement Regarding Forward-Looking Statements Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the anticipated benefits and expected consequences of the Rights Plan that Paragon Technologies has adopted. Such statements are identified by use of the words 'anticipates,' 'believes,' 'estimates,' 'expects,' 'intends,' 'plans,' 'predicts,' 'projects,' 'should,' and similar expressions. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, the effectiveness of the Rights Plan in providing the Board with time to make informed decisions that are in the best long-term interests of Paragon Technologies and its stockholders and the Board's belief that the Rights Plan provides recognized stockholder protections. All statements in this press release other than statements that are purely historical are forward-looking statements. The Company does not intend and assumes no obligation, to update any forward-looking statements made in this press release. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. For further information, please contact the Company at [email protected].
