Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 1 of 64
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`Whitney E. Street (SBN 223870)
`Block & Leviton LLP
`100 Pine Street, Suite 1250
`San Francisco, CA 94111
`(415) 968-8999 phone
`whitney@blockesq.com
`
` Jeffrey C. Block, pro hac vice
`Jacob A. Walker (SBN 271217)
`Block & Leviton LLP
`260 Franklin Street, Suite 1860
`Boston, MA 02110
`(617) 398-5600 phone
`jeff@blockesq.com
`jake@blockesq.com
`
`Attorneys for
`Lead Plaintiff Rick Keiner and the Class
`
`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
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`
`Lead Case No. 4:19-cv-02690-HSG
`
`Consolidated Amended
`Class Action Complaint for
`Violations of Federal Securities Laws
`
`Demand for Jury Trial
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`
`
`In re Lyft, Inc. Securities Litigation
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`
`This document relates to:
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`All Actions
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 2 of 64
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`Lead Plaintiff Rick Keiner (“Lead Plaintiff” or “Plaintiff”), individually and on
`1.
`behalf of all others similarly situated, alleges the following based upon the investigation of
`plaintiff’s counsel, which included a review of: U.S. Securities and Exchange Commission
`(“SEC”) filings by Lyft Inc. (“Lyft” or “the Company”) and other of Lyft’s competitors;
`securities analysts’ reports and advisories about the Company; press releases and other public
`statements issued by the Company; and media reports about the Company. Plaintiff believes that
`substantial additional evidentiary support will exist for the allegations set forth herein after a
`reasonable opportunity for discovery.
`
`Introduction
`Plaintiff, on behalf of the Class, brings claims against all Defendants for
`2.
`violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”).
`3.
`The issuance of Lyft common stock in connection with the initial public offering
`(“IPO” or “Offering”) was registered under the Securities Act of 1933, as amended, pursuant to
`Lyft’s registration statement on Form S-1 (File No. 333-229996) declared effective on March 28,
`2019 (the “Registration Statement”). This case arises from untrue statements of material fact
`made in those offering documents, the omission of material facts necessary in order to make the
`statements contained in the Registration Statement not materially false or misleading, as well as
`the omission of material facts required to be stated therein.
`4.
`Lyft is a ridesharing company. Beginning in 2012, Lyft sought to revolutionize
`transportation by launching its peer-to-peer marketplace for on-demand ridesharing.
`5.
`On March 28, 2019, Lyft offered 32.5 million shares to the public through an IPO
`at a price of $72.00 per share for total proceeds of $2.34 billion.
`6.
`Unbeknownst to investors, however, certain of the Registration Statement’s
`representations were materially misleading, omitted information necessary in order to make the
`statements not misleading, and omitted material facts required to be stated therein. Specifically,
`the Registration Statement misled investors with respect to: (1) the potential for severe
`reputational damage and legal liability due to rampant sexual assaults committed by Lyft drivers;
`(2) the Company’s actual national market share; (3) the key metrics promoted by the Company
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 3 of 64
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`to investors as important measurements of the Company’s financial performance and growth
`were about to be abandoned; (4) the Company was days away from closing its first quarter with a
`massive loss; (5) safety issues regarding the Company’s bike sharing business jeopardized the
`Company’s growth plans; and (6) labor conflicts with the Company’s drivers, all of which were
`known to, but concealed by Defendants at the time of the IPO.
`7.
`The Securities Act provides for strict liability for untrue and misleading
`statements and omissions of material facts made in connection with public securities offerings, in
`order to protect investors and maintain confidence in the public markets.
`8.
`Lyft is strictly liable for any and all material untrue statements or omissions
`contained in the Registration Statement. Furthermore, because this case involves a Registration
`Statement, Defendants also had an independent, affirmative duty, which they failed to fulfill: (1)
`to provide adequate disclosures about “any known trends or uncertainties that have had or that
`the registrant reasonably expects will have a material favorable or unfavorable impact on net
`sales or revenues or income from continuing operations,” (Item 303 of SEC Reg. S-K, 17 C.F.R.
`§ 229.303(a)(3)(ii)); and (2) to disclose a “discussion of the most significant factors that make
`the offering speculative or risky,” (Item 105 of SEC Reg. S-K, 17 C.F.R. § 229.105).
`9.
`The Registration Statement failed to adhere to the requirements of the Securities
`Act and disclosure requirements provided by SEC regulations.
`10.
`First, Lyft and its rival, Uber, dominate the rideshare market, with the two
`comprising roughly 98% of the total market. Lyft has always held a smaller share of that market
`than Uber and has sought to differentiate itself by cultivating a reputation as a “safe, progressive
`alternative.” To that end, Lyft built a reputation as a company that cares about women, safety,
`and social issues.
`11.
`Lyft’s focus on the strength of its reputation was a key selling point to IPO
`investors.
`Contrary to the public image that Lyft had created and touted in the Registration
`12.
`Statement, news articles and class action complaints would later reveal that Lyft had a pervasive
`problem with sexual assaults committed by its drivers dating back several years and that
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 4 of 64
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`continued in the months immediately preceding the IPO. Lyft avoided taking the necessary steps
`to curb the sexual assault problem out of fear that doing so would result in its drivers being
`classified as employees rather than independent contractors, which would trigger certain legal
`and financial obligations. Additionally, at the time of the IPO, Lyft lacked basic safety features
`such as a “panic button” or a “continuous background check” policy to screen out problematic
`drivers.
`Lyft failed to disclose these pervasive sexual assault and safety issues in the
`13.
`Registration Statement. Indeed, the Registration Statement makes no reference to sexual assault
`at all.
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`Almost immediately after the IPO, Lyft faced an avalanche of negative press and
`14.
`lawsuits that revealed just how serious Lyft’s problems were. Far from being the safe, socially
`conscious alternative to Uber, attorneys litigating sexual assault cases against both Uber and Lyft
`reported seeing a disproportionate number of cases against Lyft. Similarly, a September 2019
`lawsuit alleges that Lyft “stone-wall[ed]” law enforcement and that “many of the assault victims
`have been told by detectives handling their case that Lyft’s Trust and Safety team are often
`unresponsive to the detectives’ requests.” These cases involve sexual assaults that occurred
`before the IPO.
`15.
`Second, according to the Registration Statement and Prospectus filed in
`connection with the IPO, Lyft estimated that its ridesharing marketplace “is available to over
`95% of the U.S. population, as well as in select cities in Canada.” Lyft represented that its “U.S.
`ridesharing market share was 39% in December 2018, up from 22% in December 2016.”
`16.
`In the immediate wake of the IPO, investors and analysts raised concerns that
`Lyft’s reported market share over 39% may have been overstated and that Lyft’s true market
`share was likely only 24% to 28%.
`17.
`These concerns were exacerbated on April 11, 2019, when Uber filed its Form S-
`1 with the SEC in anticipation of its IPO. Uber’s Form S-1 claimed a market share greater than
`65%, casting further doubt on Lyft’s claim of 39% market share.
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 5 of 64
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`Third, the Registration Statement repeatedly emphasized Lyft’s continuous
`18.
`increases in “Bookings” and “Revenue as a Percentage of Bookings” as key metrics of
`performance and growth.
`19.
`These key metrics were important. In the lead up to the IPO, a major question for
`investors was whether Lyft would ever become profitable.
`20.
`The Registration Statement failed to disclose, however, that despite highlighting
`the importance of these key metrics, the Company planned to, and did abandon them when it
`reported its first earnings as a public company just weeks after the IPO.
`21.
`Lyft’s sudden removal of these metrics was ill-received. One article criticized the
`Company’s decision, writing “Lyft had highlighted gross bookings in its IPO filing and in
`particular its take rate, . . . . For the company to suddenly stop sharing those figures in its first
`quarterly earnings report is a surprise.”
`22.
`Fourth, the Registration Statement made no mention of the fact that at the time of
`the IPO, Lyft was just three days away from closing out the first quarter of 2019 with a record
`$1.14 billion loss.
`23.
`Lyft attempted to downplay the significance of the loss by attributing it to
`compensation charges related to the IPO. However, Lyft’s adjusted loss, which excluded roughly
`$894 million in stock-based compensation and other adjustments, came in at $211 million or
`approximately $9 per share. Even the adjusted loss, which many analysts criticized for its use
`unconventional accounting methods, came in at nearly three times analysts’ expected losses of
`$3.77 per share.
`24.
`Fifth, in November 2018, Lyft acquired Bikeshare Holdings LLC’s (“Motivate”)
`technology and corporate functions for $251 million. In 2017, Motivate was the largest bikeshare
`operator in North America with revenue of approximately $100 million. This acquisition enabled
`Lyft to add bikes to its suite of services. According to its Form S-1, Lyft acquired Motivate to
`“establish a solid foothold in the bikeshare market and offer access to new transportation options
`on the Lyft Platform.”
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 6 of 64
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`The Registration Statement devoted significant focus to the key role that the
`25.
`expansion of Lyft’s bikesharing business would play in the Company’s future growth.
`26.
`Lyft failed to disclose, however, that these growth plans were in jeopardy because
`thousands of Lyft’s bikes were plagued with dangerous defects and because the Company had
`been unable to keep up with maintenance requirements to ensure availability to riders.
`27.
`Shortly after the IPO, news articles revealed that in the months leading up to the
`Offering, dozens of riders had suffered serious injuries as result of a defective braking system
`utilized on Lyft’s electric bikes. Just two weeks after going public, Lyft announced that it was
`pulling thousands of its electric bike fleet in its largest markets. Shimano, the company whose
`brakes were used on the electric bikes issued a statement putting the blame on Lyft for failing to
`follow Shimano’s specifications which required use of a power modulator to ensure that the
`brakes worked as intended.
`28.
`Sixth, the Registration Statement also highlighted Lyft’s treatment of its drivers,
`portraying the Company as “Driver-Centric” and touting the benefits offered to drivers.
`29.
`Lyft failed to disclose that its strategy of treating drivers as independent
`contractors led to labor unrest which threatened the Company’s operations. In the lead-up to the
`IPO, the Company increasingly charged higher “surge pricing” which caused Lyft to retain a
`higher portion of the additional revenue without sharing a proportionate share with drivers. This
`led to decreased payments to drivers, disincentivizing them from driving for Lyft.
`30.
`Just days before the IPO, Lyft drivers in Los Angeles had gone on strike for 25
`hours. Lyft drivers went on strike again in major cities across the country on May 8, 2019.
`31.
`At the time of the IPO, Lyft was actively fighting efforts by the State of California
`to make it easier to classify Lyft drivers as employees.
`32.
`Lyft’s strategy of treating drivers as independent contractors caused harm beyond
`ill-will from drivers. This strategy also caused Lyft to avoid providing critical sexual assault
`training to drivers for fear that it could lead to drivers being classified as employees.
`33.
`Lyft’s focus on its reputation, market share gain and position, growth in key
`metrics, and expansion of its bikesharing platform were key selling points to IPO investors.
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 7 of 64
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`As the true facts emerged in the wake of the Offering, the Company’s shares fell
`34.
`sharply from $72.00 to under $54.00 on May 17, 2019.
`35.
`By this action, Plaintiff, on behalf of himself and other Class Members who also
`acquired the Company’s shares pursuant or traceable to the Offering, now seeks to obtain a
`recovery for the damages suffered as a result of Defendants’ violations of the Securities Act, as
`alleged herein.
`36.
`The claims asserted herein are purely strict liability and negligence claims.
`Plaintiff expressly eschews any allegation sounding in fraud.
`Jurisdiction and Venue
`The claims asserted herein arise under the Securities Act Section 11 (15 U.S.C.
`37.
`§77k), Section 12(a)(2) (15 U.S.C. §77l), and Section 15 (15 U.S.C. §77o).
`38.
`Jurisdiction is conferred by 28 U.S.C. § 1331 and Section 22 of the Securities Act
`(15 U.S.C. §77v).
`39.
`Venue is proper in this District pursuant to 28 U.S.C. §1391(b) and Section 22 of
`the Securities Act (15 U.S.C. §77v) as certain of the Defendants reside, are headquartered, and/or
`maintain operations, in this District. Defendants’ wrongful acts also arose in and emanated from,
`in part, this District, including the dissemination of materially misleading statements into this
`District and the purchase of the Company’s common stock by members of the Class (defined
`herein) who reside in this District.
`40.
`In connection with the acts, transactions, and conduct alleged in this Complaint,
`Defendants directly and indirectly used the means and instrumentalities of interstate commerce,
`including the United States mail, interstate telephone communications, and the facilities of a
`national securities exchange.
`
`Parties
`Plaintiff purchased shares of the Company's common stock as reflected in his
`41.
`certification (ECF No. 49-1). These shares were issued pursuant and traceable to the Registration
`Statement and Offering, and Plaintiff was damaged thereby.
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 8 of 64
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`Defendant Lyft is a transportation network company based in San Francisco,
`42.
`California. Lyft’s shares are listed and trade on the NASDAQ under the ticker symbol “LYFT.”
`Lyft operates a peer-to-peer marketplace for on-demand ridesharing, including access to motor
`vehicles, shared bikes, and shared scooters.
`43.
`At the time of the IPO, Defendant Green, who co-founded the Company with
`Defendant Zimmer, was serving as Chief Executive Officer and as a director on Lyft’s board of
`directors (the “Board”). Defendant Green participated in the preparation of, and signed, the
`Registration Statement.
`44.
`At the time of the IPO, Defendant Zimmer, who co-founded the Company with
`Defendant Green, was serving as President and Vice Chairman of the Board. Defendant Zimmer
`participated in the preparation of and signed the Registration Statement.
`45.
`At the time of the IPO, Defendant Brian Roberts (“Roberts”) was serving as Chief
`Financial Officer. Defendant Roberts participated in the preparation of and signed the
`Registration Statement.
`46.
`At the time of the IPO, Defendant Prashant (Sean) Aggarwal (“Aggarwal”) was
`serving as Chairman of the Lyft Board. Defendant Aggarwal participated in the preparation of
`and signed the Registration Statement.
`47.
`At the time of the IPO, Defendant Ben Horowitz (“Horowitz”) was a director on
`the Lyft Board. Defendant Horowitz participated in the preparation of and signed the
`Registration Statement.
`48.
`At the time of the IPO, Defendant Valerie Jarrett (“Jarrett”) was a director on the
`Lyft Board. Defendant Jarrett participated in the preparation of and signed the Registration
`Statement.
`At the time of the IPO, Defendant David Lawee (“Lawee”) was a director on the
`49.
`Lyft Board. Defendant Lawee participated in the preparation of and signed the Registration
`Statement.
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 9 of 64
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`At the time of the IPO, Defendant Hiroshi Mikitani (“Mikitani”) was a director on
`50.
`the Lyft Board. Defendant Mikitani participated in the preparation of and signed the Registration
`Statement.
`At the time of the IPO, Defendant Ann Miura-Ko (“Miura-Ko”) was a director on
`51.
`the Lyft Board. Defendant Miura-Ko participated in the preparation of and signed the
`Registration Statement.
`52.
`At the time of the IPO, Defendant Mary Agnes (Maggie) Wilderotter
`(“Wilderotter”) was a director on the Lyft Board. Defendant Wilderotter participated in the
`preparation of and signed the Registration Statement.
`53.
`Defendants Green, Zimmer, Roberts, Aggarwal, Christodoro, Horowitz, Jarrett,
`Lawee, Mikitani, Miura-Ko, and Wilderotter are collectively referred to herein as the “Individual
`Defendants.”
`The following underwriters were also instrumental in soliciting and making the
`54.
`stock offered in the IPO available to the investing public:
`
`
`Name
`JP Morgan Securities
`Credit Suisse Securities (USA) LLC
`Jefferies LLC
`UBS Securities LLC
`Stifel, Nicolaus & Company, Incorporated
`RBC Capital Markets, LLC
`KeyBanc Capital Markets, Inc.
`Cowen and Company, LLC
`Raymond James & Associates, Inc.
`Canaccord Genuity LLC
`Evercore Group, LLC
`Piper Jaffray & Co.
`
`Number of Shares
`10,400,00
`8,775,000
`4,387,500
`1,982,500
`1,300,000
`1,462,500
`1,462,500
`325,000
`325,000
`260,000
`260,000
`260,000
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 10 of 64
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`227,500
`JMP Securities LLC
`227,500
`Wells Fargo Securities
`81,250
`KKR Capital Markets, LLC
`65,000
`Academy Securities, Inc.
`65,000
`Blaylock Van, LLC
`65,000
`Penserra Securities LLC
`65,000
`Siebert Cisneros Shank & Co., LLC
`65,000
`The Williams Capital Group, LP
`48,750
`CastleOak Securities, LP
`48,750
`CL King & Associates, Inc.
`48,750
`Drexel Hamilton
`48,750
`Great Pacific Securities
`48,750
`Loop Capital Markets LLC
`48,750
`Mischler Financial Group, Inc.
`48,750
`Samuel A. Ramirez & Company, Inc.
`48,750
`R Seelaus & Co., LLC
`48,750
`Tigress Financial Partners, LLC
`55.
`Defendant J.P. Morgan Securities LLC (“J.P. Morgan”) was an underwriter of the
`Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
`J.P. Morgan acted as a representative of all the underwriters. J.P. Morgan also participated in
`conducting and promoting the roadshow for the Offering and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among
`other expenses. J.P. Morgan’s participation in the solicitation of the Offering was motivated by
`its financial interests. Defendant J.P. Morgan conducts business in the State of California.
`56.
`Defendant Credit Suisse Securities (USA) LLC (“Credit Suisse”) was an
`underwriter of the Company’s Offering, serving as a financial advisor for and assisting in the
`preparation and dissemination of the Company’s false and misleading Registration Statement
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 11 of 64
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`and Prospectus. Credit Suisse acted as a representative of all the underwriters. Credit Suisse also
`participated in conducting and promoting the roadshow for the Offering and paying for the
`expenses of the Individual Defendants who participated in the roadshow, including lodging and
`travel, among other expenses. Credit Suisse's participation in the solicitation of the Offering was
`motivated by its financial interests. Defendant Credit Suisse conducts business in the State of
`California.
`Defendant Jefferies LLC (“Jefferies”) was an underwriter of the Company’s
`57.
`Offering, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s false and misleading Registration Statement and Prospectus. Jefferies acted as a
`representative of all the underwriters. Jefferies also participated in conducting and promoting the
`roadshow for the Offering and paying for the expenses of the Individual Defendants who
`participated in the roadshow, including lodging and travel, among other expenses. Jefferies’
`participation in the solicitation of the Offering was motivated by its financial interests.
`Defendant Jefferies conducts business in the State of California.
`58.
`Defendant UBS Securities LLC (“UBS”) was an underwriter of the Company’s
`Offering, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s false and misleading Registration Statement and Prospectus. UBS also
`participated in conducting and promoting the roadshow for the Offering and paying for the
`expenses of the Individual Defendants who participated in the roadshow, including lodging and
`travel, among other expenses. UBS’s participation in the solicitation of the Offering was
`motivated by its financial interests. Defendant UBS conducts business in the State of California.
`59.
`Defendant Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) was an
`underwriter of the Company’s Offering, serving as a financial advisor for and assisting in the
`preparation and dissemination of the Company’s false and misleading Registration Statement
`and Prospectus. Stifel Nicolaus also participated in conducting and promoting the roadshow for
`the Offering and paying for the expenses of the Individual Defendants who participated in the
`roadshow, including lodging and travel, among other expenses. Stifel Nicolaus’ participation in
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 12 of 64
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`the solicitation of the Offering was motivated by its financial interests. Defendant Stifel Nicolaus
`conducts business in the State of California.
`60.
`Defendant RBS Capital Markets, LLC (“RBS”) was an underwriter of the
`Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
`RBS also participated in conducting and promoting the roadshow for the Offering and paying for
`the expenses of the Individual Defendants who participated in the roadshow, including lodging
`and travel, among other expenses. RBS’s participation in the solicitation of the Offering was
`motivated by its financial interests. Defendant RBS conducts business in the State of California.
`61.
`Defendant KeyBanc Capital Markets Inc. (“KeyBanc”) was an underwriter of the
`Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
`KeyBanc also participated in conducting and promoting the roadshow for the Offering and
`paying for the expenses of the Individual Defendants who participated in the roadshow,
`including lodging and travel, among other expenses. KeyBanc’s participation in the solicitation
`of the Offering was motivated by its financial interests. Defendant Key Banc conducts business
`in the State of California.
`62.
`Defendant Cowen and Company, LLC (“Cowen”) was an underwriter of the
`Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
`Cowen also participated in conducting and promoting the roadshow for the Offering and paying
`for the expenses of the Individual Defendants who participated in the roadshow, including
`lodging and travel, among other expenses. Cowen’s participation in the solicitation of the
`Offering was motivated by its financial interests. Defendant Cowen conducts business in the
`State of California.
`63.
`Defendant Raymond James & Associates, Inc. (“Raymond James”) was an
`underwriter of the Company’s Offering, serving as a financial advisor for and assisting in the
`preparation and dissemination of the Company’s false and misleading Registration Statement
`
`AMENDED COMPLAINT
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` 12
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` CASE NO. 4:19-CV-02690-HSG
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 13 of 64
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`and Prospectus. Raymond James also participated in conducting and promoting the roadshow
`for the Offering and paying for the expenses of the Individual Defendants who participated in the
`roadshow, including lodging and travel, among other expenses. Raymond James’s participation
`in the solicitation of the Offering was motivated by its financial interests. Defendant Raymond
`James conducts business in the State of California.
`64.
`Defendant Canaccord Genuity LLC (“Canaccord”) was an underwriter of the
`Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
`Canaccord also participated in conducting and promoting the roadshow for the Offering and
`paying for the expenses of the Individual Defendants who participated in the roadshow,
`including lodging and travel, among other expenses. Canaccord’s participation in the solicitation
`of the Offering was motivated by its financial interests. Defendant Canaccord conducts business
`in the State of California.
`65.
`Defendant Evercore Group L.L.C. (“Evercore”) was an underwriter of the
`Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
`Evercore also participated in conducting and promoting the roadshow for the Offering and
`paying for the expenses of the Individual Defendants who participated in the roadshow,
`including lodging and travel, among other expenses. Evercore’s participation in the solicitation
`of the Offering was motivated by its financial interests. Defendant Evercore conducts business in
`the State of California.
`66.
`Defendant Piper Jaffray & Co. (“Piper Jaffray”) was an underwriter of the
`Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
`Piper Jaffray also participated in conducting and promoting the roadshow for the Offering and
`paying for the expenses of the Individual Defendants who participated in the roadshow,
`including lodging and travel, among other expenses. Piper Jaffray’s participation in the
`
`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 14 of 64
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`solicitation of the Offering was motivated by its financial interests. Defendant Piper Jaffray
`conducts business in the State of California.
`67.
`Defendant JMP Securities LLC (“JMP”) was an underwriter of the Company’s
`Offering, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company's false and misleading Registration Statement and Prospectus. JMP also
`participated in conducting and promoting the roadshow for the Offering and paying for the
`expenses of the Individual Defendants who participated in the roadshow, including lodging and
`travel, among other expenses. JMP’s participation in the solicitation of the Offering was
`motivated by its financial interests. Defendant JMP conducts business in the State of California.
`68.
`Defendant Wells Fargo Securities, LLC (“Wells Fargo”) was an underwriter of
`the Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
`Wells Fargo also participated in conducting and promoting the roadshow for the Offering and
`paying for the expenses of the Individual Defendants who participated in the roadshow,
`including lodging and travel, among other expenses. Well Fargo’s participation in the
`solicitation of the Offering was motivated by its financial interests. Defendant Wells Fargo
`conducts business in the State of California.
`69.
`Defendant KKR Capital Markets LLC (“KKR”) was an underwriter of the
`Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
`KKR also participated in conducting and promoting the roadshow for the Offering and paying
`for the expenses of the Individual Defendants who participated in the roadshow, including
`lodging and travel, among other expenses. KKR’s participation in the solicitation of the Offering
`was motivated by its financial interests. Defendant KKR conducts business in the State of
`California.
`Defendant Academy Securities, Inc. (“Academy”) was an underwriter of the
`70.
`Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
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`AMENDED COMPLAINT
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`Case 4:19-cv-02690-HSG Document 74 Filed 04/16/20 Page 15 of 64
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`Academy also participated in conducting and promoting the roadshow for the Offering and
`paying for the expenses of the Individual Defendants who participated in the roadshow,
`including lodging and travel, among other expenses. Academy’s participation in the solicitation
`of the Offering was motivated by its financial interests. Defendant Academy conducts business
`in the State of California.
`71.
`Defendant Blaylock Van, LLC (“Blaylock”) was an underwriter of the
`Company’s Offering, serving as a financial advisor for and assisting in the preparation and
`dissemination of the Company’s false and misleading Registration Statement and Prospectus.
`Blaylock also participated in conducting and promoting the roadshow for the Offeri