HOUSTON / Mar 26, 2025 / Business Wire / Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group”), who collectively own approximately 5.4% of the outstanding stock of Atea Pharmaceuticals, Inc. (NASDAQ: AVIR) (“Atea” or the “Company”), today announced that they have nominated three highly qualified director candidates – Howard H. Berman, James Flynn and Mr. Torok – for election to the Company’s Board of Directors (the “Board”) at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). In connection with its nomination, the Radoff-JEC Group issued the following open letter to stockholders outlining the urgent need for boardroom change:
Fellow Stockholders,
Over the past four months, we have expressed concerns to Atea’s Board about the Company’s stock price performance, strategy, capital allocation and governance practices. Specifically, we have highlighted several key facts:
In addition to highlighting the above fundamental issues, we have also made suggestions to the Board that we believe would ensure proper governance and management of the business while resulting in significant and immediate value for stockholders. The Board has ignored or rejected our ideas.
Accordingly, and with all stockholders’ interests in mind, we have nominated three highly qualified director candidates – Howard H. Berman, James Flynn and Michael Torok – for election to the Board at the Annual Meeting. Our nominees collectively possess corporate governance expertise, an ownership mindset and biotechnology backgrounds. We believe they have the right skillsets and experience to address the issues plaguing Atea today.
With a refreshed Board that is committed to objectively overseeing management and focused on creating stockholder value, we believe Atea can immediately return up to $250 million in cash to stockholders while it continues to evaluate strategic alternatives for its only asset. We look forward to providing stockholders with the opportunity to add fresh perspectives and relevant expertise to the Board at this critical time for the Company. We’ll be in touch over the coming weeks with more details on how to vote for change.
Sincerely,
Bradley L. Radoff and Michael Torok
DIRECTOR NOMINEE BIOGRAPHIES
Howard H. Berman, Ph.D.
Dr. Berman brings a unique combination of business acumen and scientific credibility with successful company exits coupled with his experience as Co-Founder, CEO and Chairman of a public biotechnology company.
James Flynn
Mr. Flynn possesses extensive public board service experience at several biopharmaceutical companies, alongside deep business development and financial expertise.
Michael Torok
Mr. Torok is a stockholder of the Company with significant financial, accounting and capital markets expertise, as well as experience as a c-suite executive and as a director of publicly traded companies in the biopharmaceutical industry.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Bradley L. Radoff and Michael Torok, together with the other participants named herein (collectively, the “Radoff-JEC Group”), intends to file a preliminary proxy statement and accompanying BLUE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2025 annual meeting of stockholders of Atea Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
THE RADOFF-JEC GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the anticipated proxy solicitation are expected to be The Radoff Family Foundation (“Radoff Foundation”), Bradley L. Radoff, JEC II Associates, LLC (“JEC II”), The MOS Trust (“MOS Trust”), MOS PTC, LLC (“MOS PTC”), Michael Torok, Nerium Partners LP (“Nerium Partners”), Nerium Capital LLC (“Nerium Capital”), James Flynn and Howard H. Berman.
As of the date hereof, Radoff Foundation directly beneficially owns 175,000 shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”). As of the date hereof, Mr. Radoff directly beneficially owns 2,900,100 shares of Common Stock. As of the date hereof, 30,000 shares of Common Stock are held in a certain donor advised charitable account advised by Mr. Radoff (the “Charitable Account”). Mr. Radoff, as a director of Radoff Foundation, may be deemed to beneficially own the 175,000 shares of Common Stock directly beneficially owned by Radoff Foundation, and as an advisor to the Charitable Account, may be deemed to beneficially own the 30,000 shares of Common Stock held in the Charitable Account, which, together with the 2,900,100 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 3,105,100 shares of Common Stock beneficially owned by Mr. Radoff. As of the date hereof, JEC II directly beneficially owns 1,300,000 shares of Common Stock. As of the date hereof, MOS Trust directly beneficially owns 100,000 shares of Common Stock. MOS PTC, as the trustee of MOS Trust, may be deemed to beneficially own the 100,000 shares of Common Stock directly beneficially owned by MOS Trust. As of the date hereof, Mr. Torok directly beneficially owns 100,000 shares of Common Stock. Mr. Torok, as the Manager of JEC II and a Manager of MOS PTC, may be deemed to beneficially own the 1,400,000 shares of Common Stock directly beneficially owned in the aggregate by JEC II and MOS Trust, which, together with the 100,000 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 1,500,000 shares of Common Stock beneficially owned by Mr. Torok. As of the date hereof, Nerium Partners directly beneficially owns 54,000 shares of Common Stock. Nerium Capital, as the general partner of and investment advisor to Nerium Partners, may be deemed to beneficially own the 54,000 shares of Common Stock directly beneficially owned by Nerium Partners. Mr. Flynn, as the Chief Investment Officer of Nerium Partners and the Managing Member of Nerium Capital, may be deemed to beneficially own the 54,000 shares of Common Stock directly beneficially owned by Nerium Partners. As of the date hereof, Mr. Berman does not beneficially own any shares of Common Stock.
1 Company press release dated May 30, 2023 (link). | |
2 Company’s cash burn for the six reported quarters since it rejected Tang Capital’s bid (beginning July 1, 2023 through December 31, 2024). | |
3 Form 4 filed by Mr. Berger, dated December 12, 2024 (link). Company press release dated December 16, 2024 (link). |
Last Trade: | US$2.94 |
Daily Change: | 0.23 8.49 |
Daily Volume: | 375,057 |
Market Cap: | US$248.310M |
March 06, 2025 February 24, 2025 January 13, 2025 |
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