Additional Proxy Soliciting Materials (definitive) (defa14a)
June 08 2020 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐ Preliminary
Proxy Statement
☐ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive
Proxy Statement
☒ Definitive
Additional Materials
☐ Soliciting
Material Pursuant to Rule §240.14a-12
DELMAR
PHARMACEUTICALS, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒
|
No
fee required.
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☐
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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☐
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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DelMar
Pharmaceuticals, Inc.
12707
High Bluff Dr., Suite 200
San
Diego, California 92130
(858)
350-4364
PROXY
STATEMENT SUPPLEMENT
Annual
Meeting of Stockholders
June
5, 2020
This
proxy statement supplement is being mailed to the stockholders of DelMar Pharmaceuticals, Inc. (“DelMar”) on or
about June 8, 2020. The following information supplements and should be read in conjunction with the original proxy statement
dated June 2, 2020 of DelMar, which is being mailed to stockholders on or about June 8, 2020. Terms defined in the original
proxy statement have the same meaning herein, unless the context otherwise requires.
DelMar
is providing this supplement to reflect the following updates to the disclosure in the original proxy statement:
On
July 31, 2019, DelMar received notification from Ernst & Young LLP (“E&Y”), DelMar’s independent registered
public accounting firm, that, as a result of the relocation of DelMar’s headquarters from Vancouver, British Columbia, Canada
to San Diego, California, E&Y has declined to stand for re-appointment as DelMar’s independent registered public accounting
firm with respect to the audit of DelMar’s consolidated financial statements as of and for the year ending June 30, 2020.
The decision not to stand for re-appointment was not the result of any disagreements between DelMar and E&Y on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedures. Accordingly, on September 30, 2019 E&Y resigned as DelMar’s independent registered public accounting firm.
Upon
approval of the board of directors of DelMar (the “Board”) and the audit committee of the Board, Marcum LLP
(“Marcum”) was engaged, effective September 30, 2019, to serve as DelMar’s independent registered public
accounting firm for the fiscal year ending June 30, 2020.
During
the fiscal years ended June 30, 2019 and June 30, 2018, and the subsequent period through September 30, 2019, (i) there were no
disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedures, which disagreement, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference
thereto in its reports on the financial statements for such years, and (ii) there were no reportable events as described in paragraph
(a)(1)(v) of Item 304 of Regulation S-K, except as described below.
During
the audit for the year ended June 30, 2019, a material weakness in the design and operating effectiveness of our internal controls
over financial reporting was identified relating to inadequate segregation of duties over authorization, review and recording
of transactions, as well as the financial reporting of such transactions. During the audit for the year ended June 30, 2018, a
material weakness in internal control over financial reporting was identified relating to inadequate segregation of duties over
authorization, review and recording of transactions, as well as the financial reporting of such transactions.
During
DelMar’s two most recent fiscal years, which ended June 30, 2019 and June 30, 2018, and the subsequent interim period through
September 30, 2019, neither DelMar nor any person on its behalf has consulted Marcum with respect to either (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be
rendered on DelMar’s consolidated financial statements, and neither a written report was provided to DelMar nor oral advice
was provided that Marcum concluded was an important factor considered by DelMar in reaching a decision as to the accounting, auditing
or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a reportable event (as defined in Item 304(a)(1)(v)
of Regulation S-K).
DelMar
has provided E&Y with a copy of the above disclosures.
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