Witmer v. Armistice Capital, LLC

5/19/2026 pdw

Armistice Capital owned 41% of Aytu Biopharma, Inc. Aytu did a few deals with Armistice.

This made Paul Witmer mad because he also owned some stock in Aytu, and he thought these deals were designed to benefit Armistice. So he sued, alleging that Armistice breached its fiduciary duties as a controlling stockholder.

The court lays out the rules to determine when someoe with less than 50% of the shares owes fiduciary duties, then finds Armistice did not owe fiduciary duties.

This case was summarily affirmed by the Delaware Supreme Court after the § 144 amendments, so it gives us some glimpse of what survives.

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