Mr. Gad Forced to Once Again Set the Record Straight at Paragon – Hopefully For the Last Time

Rhea-AI Summary

Hesham "Sham" Gad, Paragon Technologies' (OTC PINK:PGNT) largest stockholder with a 28.2% stake, has issued a statement criticizing the incumbent board's last-minute decision to spend over $500,000 on director insurance just before the 2025 Annual Meeting.

Gad argues this move follows a concerning pattern of self-serving actions by the current board, including implementing a poison pill and issuing stock grants. He emphasizes that while he supports reasonable D&O insurance, the company has operated without any D&O claims for over a decade under his leadership.

The statement urges shareholders to vote using the BLUE proxy card for new directors focused on transparency, fiscal responsibility, and long-term value creation.

Positive

• Largest stockholder owns significant 28.2% stake, demonstrating strong alignment with shareholder interests
• Company has maintained clean D&O claim record for over a decade under Gad's leadership

Negative

• Board's decision to spend over $500,000 on last-minute insurance policy
• Implementation of poison pill and stock grants potentially diluting shareholder value
• Apparent corporate governance issues and potential violations of company's governing documents

Encourages All Stockholders to Vote on the BLUE Proxy Card Ahead of the Company's Annual Meeting

NEW YORK, NY / ACCESS Newswire / June 27, 2025 / Hesham "Sham" Gad, who beneficially owns approximately 28.2% of the outstanding shares of common stock of Paragon Technologies, Inc. ("Paragon" or the "Company") (OTC PINK:PGNT) and is Paragon's largest stockholder, today issued a statement regarding the incumbent directors' latest, desperate attempt to avoid accountability and mislead stockholders ahead of the Company's upcoming 2025 Annual Meeting:

"This morning, less than one business day before the Company's Annual Meeting, I was informed that the incumbent directors wanted to immediately dispense with over $500,000 of the Company's cash to purchase insurance. The urgency and timing of this decision raise serious concerns. Think about this: why would directors - who own little equity and may not be elected at the Annual Meeting on Monday - call an immediate board meeting to cause Paragon to spend this much shareholder money? This latest move appears to follow a troubling pattern. From implementing a poison pill and issuing stock grants, to now spending hundreds of thousands of shareholder dollars on a last-minute policy, the actions of this Board increasingly seem aimed at shielding themselves rather than serving the long-term interests of Paragon and its owners.

Our shareholders know better - this is not about them, but simply another effort, to benefit these directors at shareholder expense. It is disappointing, though not surprising, to see the current Board of Paragon once again resort to misinformation and personal attacks to avoid accountability. To be clear, I have never objected to the Company having reasonable D&O insurance policies, and in fact, we have had sufficient coverage for years evidenced by the simple fact that for over a decade Paragon has NEVER had single D&O claim under my leadership. What has changed is not the Company's exposure, but the risks introduced by the behavior of this Board. On the other hand, as a significant stockholder, I care very deeply about protecting the Company from BOTH risk and wasteful spending - two elements this Board has exposed the Company to in spades.

The Board in hastily approving this self-serving purchase disregarded the Company's own governing documents, our settlement agreement, and potentially their fiduciary duties. In doing so, they continue to validate why they are so out of touch with Paragon shareholders. As such, it was vital I advised them of their violations and potential liability exposure.

This Board has used substantial Company resources first to entrench themselves, then to defend that entrenchment, and now, just days before the Annual Meeting, to attempt to insulate themselves from the consequences of their poor leadership. As we approach the Annual Meeting, this episode highlights exactly why change is needed. We need leadership that focuses on transparency, fiscal responsibility, and long-term value - not self-preservation.

We encourage our fellow stockholders to continue voting on the BLUE card for a slate of directors that values transparency, progress and fulfilling its obligation to act in the best interest of stockholders.

We thank you for your consideration and support to date. Let's work together to build something stronger - for today and for the future."

PLEASE VOTE YOUR BLUE PROXY CARD TODAY.
Further information and resources in connection with Mr. Gad's campaign for change, accountability and a stockholder-first culture at Paragon are available at www.saratogaproxy.com/PGNT.

For inquiries, please reach out to the address below: hmgad78@gmail.com

Saratoga Proxy Consulting LLC
John Ferguson
(212) 257-1311/(888) 368-0379
info@saratogaproxy.com

SOURCE: Sham Gad

View the original press release on ACCESS Newswire

FAQ

What is the controversy at Paragon Technologies (PGNT) regarding the D&O insurance?

The incumbent board made a last-minute decision to spend over $500,000 on director insurance just before the Annual Meeting, which largest shareholder Sham Gad criticizes as unnecessary and self-serving.

How much of Paragon Technologies (PGNT) does Hesham Gad own?

Hesham 'Sham' Gad beneficially owns 28.2% of the outstanding shares of Paragon Technologies, making him the company's largest stockholder.

What actions are being contested at Paragon Technologies (PGNT)?

The contested actions include the board's implementation of a poison pill, issuance of stock grants, and a last-minute $500,000 insurance policy purchase, which Gad argues are self-serving rather than benefiting shareholders.

How can shareholders vote in the Paragon Technologies (PGNT) proxy contest?

Shareholders are encouraged to vote using the BLUE proxy card ahead of the company's 2025 Annual Meeting to support Gad's slate of directors focused on transparency and stockholder interests.

What is Paragon Technologies' (PGNT) track record with D&O claims?

According to Gad, Paragon has never had a single D&O claim under his leadership for over a decade.