Cogentix Boardroom Fight!

Please see the stock price for a reality check. One quarter of profit, achieved through cutting head count, is not exactly 'hand over fist'.

 

This is dead on! FACTS hurt don't they?!!! Making money hand over fist? C'mon! We make very average money and below average for med device, nothing to pound your chest over.

 

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So if Kill is so smart how come the stock price is down about 85% from when he took over?

I trust the collective judgment of the shareholders better that a dbag like you.

 

The company is making money because it has nothing in the development pipeline (not even a new indication or significant extension), no new clinical studies, high turnover of individuals who have not been replaced. And, the company is certainly not making money hand over fist. It will be one quarter and counting. Get back to us when it is 3 or 4 quarters in a row.

 

Those of you who say that the Company made money do not know how to read financial statements, are really dumb, or are trying to mislead the rest of us. My guess is that people making such false claims have something other than "grey matter" inside their skull.

In the last reported quarter ended December 31, 2015, the Company had a NET LOSS of $1,090,077 on sales of $13,637,956. How a NET LOSS of over $1 million is counted as having "made money" is a mystery to me. But then people lacking "grey matter" tend to be alternating their thumb between their a** hole and their mouth, so what would you expect of them.

If you do not believe me, check out the Company's SEC filing here:

http://www.sec.gov/Archives/edgar/data/894237/000114036116056298/ex99_1.htm

 

Director Lewis C. Pell Files Definitive Proxy Statement and Lays Out Case for Change at Cogentix Annual Meeting

Urges Stockholders to Vote the GREEN Proxy Card Today to Protect the Value of Their Investment

Raises Objections to Lavish Employment Package of the Chief Executive Officer and Chairman of the Board, Robert Kill, approved by Board Allies

ORANGEBURG, N.Y. and MINNEAPOLIS, April 27, 2016 /PRNewswire/ -- Lewis C. Pell, one of the largest stockholders, sitting director, and largest debt holder of Cogentix Medical, Inc. ("Cogentix" or the "Company") (NASDAQ: CGNT) has commenced a proxy campaign nominating two incumbent directors (including himself) and one independent director for election to the Company's board at the 2016 Annual Meeting. Mr. Pell has sole voting power over 1,849,115 shares of Cogentix common stock, representing approximately 7 percent of outstanding shares. He holds more shares of Cogentix common stock than all other members of the board combined. In contrast to others in leadership, this fact unites Mr. Pell's interests with those of the broader shareholder base.

Mr. Pell issued an open letter to Cogentix stockholders addressing the Company's poor performance, misguided actions and empty vision from the Company's leadership as well as the overall need for experienced leaders unaligned with the CEO to have a voice in the boardroom.

See the full text of the letter sent by Mr. Pell to the Shareholders here, which in full details lays out the indictments against Robert Kill. This is very shocking and disgusting: http://www.prnewswire.com/news-releases/director-lewis-c-pell-files-definitive-proxy-statement-and-lays-out-case-for-change-at-cogentix-annual-meeting-300258350.html

 

I susfpect Pell will get what he waunts, Kill will leave the ccompany with a big packkage, and then whomever replaces hiim will further drive the companny into the ditch. CGGNT stock will be delissted before we khnow it! Good luck iinvesttors and employees!

 

So Kill was paid $1.7 million in compensation last year according to this letter by Pell, one of the company's Board members who thinks this is an obscene amount. The company claims this compensation is fair market pay because it was pegged to a peer group of companies, until of course you read the fine print. The companies against which Kill's compensation is pegged are 27 times bigger than our company. Nice job Kill of finding a way to screw the company.

Kill, how much did you have to pay in bribes to the group of Board members who are beholden to you to get them to vote this kind of a pay package for you? And how did you manage to get them to do this even though the shareholders voted against granting you such a compensation packet? If what Pell says in his letter is true, he has every right to throw out you and the "establishment" board members. But I will withdraw my ire and be your supporter if you peg my compensation to a territory that sells 27 times more than I do. Fair is fair, right?

 

There is more about RKs obscene compensation package. The Minneapolis/St. Paul Business Journal recently ranked Kill as one of the most overpaid CEO. How would Kills fans, boosters and supporters on the Board refute such an independent assessment? I am beginning to believe that there is good reason to support Pells crusade against the Board and Kill. Anybody who thinks otherwise should lay out a logical case for his support.

 

Here is Pell's latest salvo against the Company (http://www.sec.gov/Archives/edgar/data/894237/000119312516590059/d169331ddfan14a.htm)

May 13, 2016

Dear Stockholders of Cogentix:

As one of the largest stockholders of Cogentix, with over $40 million invested in the company, I am writing again to express my deep concern over the future of our investment.

Let me be clear, the promise of the merger between Vision Sciences and Uroplasty – which created Cogentix – was to create shareholder value through complementary platforms. In the past few weeks, a lot of noise has been made about different ways to analyze where the company stands. I see a few unequivocal facts that should concern shareholders about the future of this company:

• The share price has fallen 43%.

• In March 2016, the CEO decided not to provide any revenue guidance for 2016, raising significant uncertainty and doubt about the future of the Company.

• The rationale for this change was a competitor entering the market that was known BEFORE the transaction was completed.

• The total amount of cash (and short term investments) has declined from $9 million at the time of merger to $2.2 as of 31 March 2016.

• Cogentix reported approx. $1 million in losses in the first quarter 2016.

• The recent earnings announcement highlights Cogentix’s deteriorating financial position. During the first quarter of 2016, revenue is down 10.5% sequentially and 3.7% year over year.

• Quarterly revenue run-rate since the merger for Vision Sciences products is down double-digits – Urology (-11.6%) and Airway/Industrial (-13.6%).

Looking ahead, shareholders are now faced with only uncertainty. Despite the fact that the competitive threat to Urgent PC was known even prior to the merger and shareholders approved the merger based on short and long-term guidance provided only recently did Mr. Kill eliminate guidance. The company now hides behind the “advice of investor relations professionals” to justify this action. One independent analyst stated it was “stepping to the sidelines” now because it lacked clarity on the outlook of this key business segment for Cogentix.

Having known about this competition prior to the merger, shareholders should question what has truly changed for the company to now be uncertain about this competition and its outlook. Why has management been unable to craft a competitive strategy to address this competition?

While shareholders have suffered, former Uroplasty directors who now represent a majority on the Cogentix board have ignored Mr. Kill’s (CEO) poor performance while rewarding him with grossly outsized compensation packages.

• During the nine months ending December 31, 2015, Mr. Kill earned $1.2 million in total compensation. This includes $742,000 in salary and bonus payments.

• Equity awards made to Mr. Kill were not performance based but time vested.

• The Minneapolis/St. Paul Business Journal identified Mr. Kill as one of the most overpaid executives in the Minneapolis area.

• Mr. Kill’s allies approved his excessive compensation when the funds could have been put to R&D and other productive business purposes to define a competitive strategy going forward.

• Despite my opposition, the Compensation Committee comprising of former Uroplasty directors, approved the CEO’s pay using a compensation peer group that includes companies with market capitalization that are approximately 27X greater than Cogentix and with revenue as high as $250 million.

The independent proxy advisory firm, ISS, stated: “Shareholders should continue to monitor compensation practices, and would expect executive compensation to be more strongly performance-based going forward.”

We can no longer wait on the sidelines. The company is in desperate need of highly qualified, proven directors that can work to guide the company to unlock shareholder value.

 

Pell...Go away, you're whining again. Give it up dude. Kill is killing it and you know it. Don't let it bother you just because you disagree with Rob the Man!!! Love you Bro

 

Damage control?

Cogentix Medical Postpones May 20, 2016 Annual Meeting in Response to Court Ruling; New Meeting Date Set for May 24, 2016 at 12:00 P.M. Central Daylight Time


MINNEAPOLIS, May 20, 2016 /PRNewswire/ -- Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company with innovative and proprietary products serving urology and airway management markets, announced today that its board of directors has postponed the 2016 Annual Meeting of Stockholders previously scheduled for May 20, 2016 in light of the Chancery Court in the State of Delaware granting a Preliminary Injunction Motion brought by a director on the Board of Cogentix Medical. The Court ruled that the Cogentix Board of Directors may not take steps to implement the previously disclosed Board Reduction Plan to the extent it would reduce the number of Board seats to five or the number of Class I seats to one. The new Annual Meeting date will be Tuesday, May 24, 2016 at 12:00 P.M. Central Daylight Time. The meeting location will be announced on Monday, May 23, 2016.

 

This is just the start, and Lew Pell is not yet done kicking RK's butt.....just watch. Thanks Lew, you are doing all of us a favor.

 

This must be hard on RK. This narcissist person is not used to being challenged by anybody.

RK, looks like Lew Pell is smacking you left and right, and we, your so-called team members, do not feel sorry for you. Does your team members' reaction surprise you RK?

I will let you in a secret, RK: A vast majority for your so-called team members is secretly cheering for Pell. What does that tell you about your leadership? I think you need to see a shrink to help you deal with your deep-seated insecurities. Leader you are not, and how you stumbled in this position is a mystery to many of us. Step aside and let DH take the helm.

 

This SOB RK had it coming, as some of you on this cafepharma board were predicting. So you all RK's ass kissers, what do you have to say about this. Maybe you should wait to answer that question after the effects are washed of all the kool aid that RK had pumped up your ass.

Cogentix Medical Announces Settlement Agreement in Connection with Proxy Contest and Related Litigation and Leadership Changes; Annual Meeting To Be Held May 24, 2016 at 12:00 P.M. Central Daylight Time

MINNEAPOLIS, May 24, 2016 /PRNewswire/ -- Cogentix Medical, Inc. (CGNT), a global medical device company with innovative and proprietary products serving urology and airway management markets, has entered into a settlement agreement which will be attached to a Form 8-K to be filed by Cogentix.

Pursuant to the settlement agreement, Cogentix and its Board of Directors have agreed to support the proposals set forth in the definitive proxy statement filed by Lewis C. Pell in connection with the Annual Meeting, including the nomination for election at the Annual Meeting of Mr. Pell, Howard I. Zauberman and James D'Orta. Also pursuant to the settlement agreement, Robert C. Kill, Chairman of the Board and CEO, will resign as a director and officer of Cogentix and Darin Hammers, the current Chief Operating Officer, will be named as the interim CEO. Directors Kevin Roche and Ken Paulus will also depart Cogentix pursuant to the settlement agreement.

The Company's Annual Meeting of stockholders will be held Tuesday, May 24, 2016 at 12:00 P.M. Central Daylight Time at the Minneapolis Marriott Southwest.

"The Company is grateful for the service and efforts of Mr. Kill, Mr. Roche and Mr. Paulus," commented Dr. Cheryl Pegus. As part of the settlement agreement, it is intended that the Board will use best efforts to nominate and elect two new outside, independent directors who meet the qualifications of the Company's certificate of incorporation, bylaws, Governance and Nominating Committee Charter and Nominating Policy. The settlement agreement will be attached to a Form 8-K to be filed by Cogentix.

 

Justice prevails. Unfortunately only after millions of dollars. Nervous yet TC?

 

Wow, RK and DH got exactly what they wanted!!! RK will undoubtedly be given a major severance, more than enough to keep him happy for a long while. DH climbs the corporate ladder and takes the reins in his first ever CEO role. Are you kidding me? Really??? Laughable how this played out