AnalytixInsight Corporate Update

By Globe Newswire Published on April 13, 2024, 08:05 IST

TORONTO, April 12, 2024 (GLOBE NEWSWIRE) — AnalytixInsight Inc. (“AnalytixInsight”, or the “Company”) (TSX-V: ALY) updates the market that recent disclosures of the Company have not been authorized by the Board of Directors of the Company (the “Board”). This press release was unanimously approved by a majority of the Board at a duly called and conducted meeting of the Board. As further described below, such Board meeting was attended by three of five directors, constituting a quorum of the Board.

The Board has given express directions in an effort to prevent further unauthorized communications from being made. The Board would also like to reassure stakeholders that the Company is committed to pursuing the interests of all stakeholders and that the performance of the Company is the Board’s clearly identified focus at this time. To this end, the Board has, effective April 11, 2024, taken the following interim actions:

The Board has ratified and confirmed the appointment of Chaith Kondragunta as Chair of the Board.
The Secretary of the Company, Aaron Atin, is no longer employed by the Company, effective immediately.
The Interim President and Chief Executive Officer of the Company, Natalie Hirsch, has been placed on paid administrative leave, effective immediately, with such leave to continue for the duration of a Board-led investigation into recent management issues.
Special independent counsel to the Board has been appointed to assist the Board in addressing current governance issues and regularizing the affairs of the Company in the interests of all stakeholders.
Two Board Committees have been mandated to investigate the management and governance issues alleged or identified through recent activities at the Company. In order to ensure that any potentially conflicted directors are excluded from specific investigations, the first committee consists of Chaith Kondragunta, Jith Veeravalli and Prakash Hariharan, while the second committee consists of Chaith Kondragunta and Jith Veeravalli.

The Board is not aware of any of other undisclosed material information. The Company will update stakeholders as appropriate.

As stated above, this press release was unanimously approved by the majority of the Board at a duly called and conducted meeting of the Board attended by three of five directors, constituting a quorum of the Board. The directors in attendance, who approved this release, were Chaith Kondragunta, Jith Veeravalli and Prakash Hariharan. The same directors unanimously approved the actions described above under items 1-5. Pursuant to Board policy, disclosure approval is the responsibility of the Board, not management.

The Board consists of the following directors Chaith Kondragunta (Chair of Board), Jith Veeravalli (Independent), Prakash Hariharan (Non-Independent), Vincent Kadar (Independent) and Scott Gardner (Independent). The Audit Committee continues to consist of Chaith Kondragunta (Chair of Board), Jith Veeravalli (Independent), and Vincent Kadar (Independent). Determinations of independence are made from time to time by the Board pursuant to National Instrument 52-110 – Audit Committees.

The Board confirms, to its knowledge, the Company is in compliance with the management, Board and Audit Committee requirements of TSX-V Policy 3.1. While the Board has taken clear steps to try to ensure proper disclosure policies are implemented during this period of transition, the first Special Committee anticipates investigating, among other things, whether press releases purported to have been authorized by management and the two minority directors since April 5, 2024, have breached Section 9.3 of TSX-V Policy 3.1. Subject to the findings of that investigation, reports to regulatory authorities may become necessary.

Management of the Company currently consists of Chaith Kondragunta (Chair of the Board and Secretary) and Jonathan Dwek (Chief Financial Officer), together with Natalie Hirsch (Interim President and Chief Executive Officer) who, as described above, has been placed on paid administrative leave.