Avoiding Governance Pitfalls: Why MediPharm Shareholders Must Reject Apollo's Nominees

The stakes for MediPharm Labs Corp. (NASDAQ: MPH) shareholders have never been higher. As the company prepares for its upcoming board election, a stark warning emerges from the governance failures at Check-Cap Ltd. (NASDAQ: CHEK), where Apollo Technology Capital Corporation's nominees contributed to a catastrophic 65% share price decline, regulatory penalties, and operational chaos. This article dissects the red flags raised by the Check-Cap case and urges shareholders to reject Apollo's nominees to prevent a similar collapse at MediPharm.

The Check-Cap Disaster: A Blueprint for Governance Failure
At its peak in March 2024, Check-Cap's shares traded at $2.47. By May 2025, its stock had plummeted to $0.85—reflecting a 65% loss in shareholder value. The root cause? A toxic mix of poor governance, opaque financial decisions, and leadership instability tied to Apollo's nominees.

Key Red Flags from the Check-Cap Case:

1. Unauthorized Cash Transfers:
2. Over $17 million was transferred to Nobul AI Corp., a firm led by Apollo's Regan McGee, without shareholder approval. The $11 million “segregated fund” for “growth initiatives” lacked transparency, with no disclosed return to shareholders.

3. Impact: These moves drained cash reserves, leaving Check-Cap with a $6.8 million operating loss by mid-2024 and insufficient funds to file required financial reports.

4. Leadership Chaos:

5. A revolving door of directors and executives: 8 directors resigned or were removed by mid-2024, while the CEO and CFO roles saw at least 3 and 4 changes, respectively, in 18 months.

6. Result: A governance vacuum that fueled instability, poor decision-making, and regulatory scrutiny.

7. Regulatory and Legal Fallout:

8. A derivative lawsuit in October .24 alleged self-dealing, improper board appointments, and financial misconduct.
9. Check-Cap's auditors resigned in February 2024, citing “control concerns,” and the company now faces potential Nasdaq delisting due to delayed filings.

The Nominees' Track Record: A Threat to MediPharm's Future

Three Apollo-linked nominees—David Lontini, Alan D. Lewis II, and Regan McGee—were central to Check-Cap's decline:

• David Lontini: As Check-Cap's “Active Chairman,” he oversaw the Nobul cash transfers while failing to stabilize leadership.
• Alan D. Lewis II: As CFO, he approved the $11 million Nobul fund transfer and presided over Check-Cap's financial reporting failures.
• Regan McGee: As Nobul's CEO and Apollo's leader, he orchestrated the uncompleted merger and diverted funds to his own firm, raising clear conflicts of interest.

The SEC's 2024 enforcement actions—highlighted by a record $8.2 billion in penalties—underscore regulators' intolerance for such misconduct. Penalties against Morgan Stanley, SAP, and others for governance failures should serve as a warning: boards that prioritize self-interest over shareholder value face severe consequences.

Why MediPharm Shareholders Must Act Now

1. Avoiding Financial Erosion:

2. Check-Cap's cash reserves dropped from $37.4 million (2023) to near depletion by mid-2024 due to opaque transfers. MediPharm's strategic cannabinoid projects require disciplined capital allocation—something Apollo's nominees have proven incapable of delivering.

3. Preventing Regulatory Exposure:

4. Check-Cap's delisting risk and derivative lawsuits highlight the reputational and financial harm of poor governance. MediPharm's Nasdaq listing and regulatory compliance are critical to its growth—risks Apollo's nominees would jeopardize.

5. Protecting Leadership Stability:

6. Check-Cap's director turnover and executive chaos cost investors dearly. MediPharm needs a board focused on long-term value creation, not short-term deals benefiting Apollo's network.

The Call to Action: Vote GREEN for MediPharm's Future

The stakes are clear: Apollo's nominees represent a governance time bomb. Their record at Check-Cap—marked by self-dealing, financial mismanagement, and regulatory failures—poses an existential threat to MediPharm's prospects.

Shareholders must vote via the GREEN proxy to elect directors who prioritize transparency, accountability, and strategic execution. Failure to act could lead to:
- Irreversible damage to shareholder value,
- Regulatory penalties crippling growth, and
- A repeat of Check-Cap's 65% stock collapse.

Final Warning: Governance is Non-Negotiable

The SEC's 2024 penalties—$19.3 billion globally, including record fines for FTX and TD Bank—send a clear message: regulators are cracking down on governance failures. Shareholders cannot afford to gamble with MediPharm's future by trusting the same nominees who wrecked Check-Cap.

The choice is simple: Vote GREEN to protect your investment—or risk becoming another cautionary tale of governance gone wrong.

This analysis incorporates publicly available data as of May 23, 2025. Past performance is not indicative of future results.