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`Robert W. Ottinger (SBN 156825)
`THE OTTINGER FIRM, P.C.
`535 Mission Street
`San Francisco, CA 94105
`robert@ottingerlaw.com
`Tel: 415-262-0096
`Fax: 212-571-0505
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`Attorneys for Plaintiff
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`ELECTRONICALLY
`F I L E D
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`Superior Court of California,
`County of San Francisco
`12/09/2021
`Clerk of the Court
`BY: LAURA SIMMONS
`Deputy Clerk
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`IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
`CGC-21-597028
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`FOR THE COUNTY OF SAN FRANCISCO
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`Case Number:
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`COMPLAINT FOR DAMAGES
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`1
`COMPLAINT
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`HENRICUS DUCKERS, an individual,
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`Plaintiff,
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`13
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`BEREN THERAPEUTICS, P.B.C., a
`Delaware Public Benefit Corporation,
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`vs.
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`Defendant.
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`Plaintiff HENRICUS DUCKERS (“Plaintiff” or “Mr. Duckers”), by and through his attorneys, The
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`Ottinger Firm, P.C., brings this Complaint against Defendant, BEREN THERAPEUTICS, P.B.C.
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`(“Defendant”, “Beren” or “Company”). Plaintiff alleges upon knowledge as to himself and his own acts,
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`and otherwise upon information and belief as follows:
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`INTRODUCTION
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`1.
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`Billionaire investor and entrepreneur Peter Thiel operates a venture capital fund called Thiel
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`Capital in Los Angeles. The Defendant, Beren Therapeutics, P.B.C. is controlled and operated by Thiel
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`Capital. The CEO of Beren, Jason Camm, is also the Managing Director and Chief Medical Officer of
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`Thiel Capital. Peter Thiel serves on the board of directors of Beren.
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`2.
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`In a textbook bait and switch campaign, Jason Camm and Beren defrauded the Plaintiff,
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`Henricus Duckers, out of approximately 50,000 shares of Beren with an estimated value of $3,200,000.00.
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`Mr. Camm and Beren also caused Mr. Duckers to work for the company for six months without paying
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`him any compensation whatsoever in violation of California law.
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`THE PARTIES
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`3.
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`Beren Pharmaceuticals P.B.C. (“Defendant”, “Beren” or “Company”), is a Biotechnology
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`start up managed by Thiel Capital.
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`4.
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`Beren’s focus is developing treatments for Coronary Artery Disease/Atherosclerosis,
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`Tauopathies/Neurodegenerative Diseases (including Progressive Supranuclear Palsy and Alzheimer’s
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`Disease – MCI), Nieman Pick Syndrome Type C, Cholesterol Thromboembolic Disease, Diabetic
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`Nephropathy, and other diseases.
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`5.
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`Beren is a Public Benefit Corporation existing under the laws of the state of Delaware, with
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`its principal place of business in Los Angeles, California, and operating in the state of California and within
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`this County.
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`6.
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`Mr. Duckers is a medical doctor with a PhD in Molecular Cardiology. He was Head Docent
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`and Professor of Interventional Cardiology at the University Medical Center at Rotterdam for ten years
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`and served as Chief Medical Officer at Cardialysis, a leading Cardiovascular Research Organization, for
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`eight years and served as the Chief Medical Officer at BioCardia for five years.
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`2
`COMPLAINT
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`7.
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`In 2020, Mr. Duckers was serving as Chief Medical Officer for BioCardia in San Carlos,
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`California. In the spring of that year, Beren began recruiting him to serve as their Chief Medical Officer.
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`8.
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`Beren continued to discuss the CMO position with Mr. Duckers and in June 2020 Jason
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`Camm suggested that he start working for Beren as a consultant so they could get to know each other. Mr.
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`Duckers agreed and began working part-time for Beren and focused on building out Beren’s clinical
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`program. Mr. Duckers continued working for BioCardia while he worked part-time for Beren.
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`9.
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`In or about July of 2020, Mr. Camm asked Mr. Duckers to devote his efforts full-time,
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`which included working weekends in excess of forty-hours a week, at Beren to help the company prepare
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`or their first meeting with the FDA in September. Mr. Duckers agreed and gave 30 days' notice at BioCardia
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`in July.
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`10.
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`In order to induce Mr. Duckers to leave BioCardia and join Beren full-time, Mr. Camm
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`promised that the company would compensate him with a salary of $300,000 and an equity stake equal to
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`2.5% of the company. Mr. Camm stated that it would “kick in” or count immediately. Based on these
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`promises, Mr. Duckers began working for Beren full-time and expected to be compensated for his time by
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`being paid the agreed upon salary and provided with the 2.5% equity grant.
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`11.
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`Beren enticed Mr. Duckers into working for them part-time in June of 2020 and then,
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`through promises of equity and a six-figure salary, induced him into working full-time starting in July of
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`2020. But Beren, however, had no intention of providing Mr. Duckers with the promised compensation
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`then. Instead, Beren strung Mr. Duckers along for six months without providing any compensation at all
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`or crediting his time towards vesting the promised 2.5% equity.
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`12.
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`As a result of Beren’s false promises, Mr. Duckers worked for Beren for nearly six months
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`without any pay or vesting credit.
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`13.
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`Finally, on October 9, 2020, Beren presented Mr. Duckers with a bogus offer letter that
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`acted as if he was just about to start working for the company. The letter made no reference to the six
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`months of work that Mr. Duckers had already provided to the company. Instead, the letter stated, “we
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`would like your start date to be on or before 19th October 2020.” The terms, however, were in line with
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`what Mr. Camm had previously promised with an annual salary of $335,000 and an equity grant of 194,730
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`shares of the Company’s Class A Common Stock with a standard four-year vesting schedule.
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`3
`COMPLAINT
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`14.
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`Having already left his Chief Medical Officer role at BioCardia and invested six months of
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`work at Beren, Mr. Duckers felt duped by the fake offer letter and had no choice but to accept it.
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`15.
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`At a Board of Directors meeting attended by Directors Jason Camm, Peter Thiel, and Dr.
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`Eicke Latz, a false vesting commencement date of October 19, 2020, was assigned to Mr. Duckers’ stock
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`option grant. The true commencement date should have been in July of 2020 as promised by Beren.
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`16.
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`17.
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`18.
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`The first 25% of Mr. Duckers equity interest in Beren should have vested in July of 2021.
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`One month later, in August of 2020, another 1/48th of the shares should have vested.
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`On September 8, 2021, Beren terminated Mr. Duckers’ employment, and this caused Mr.
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`Duckers to forfeit the entirety of his equity interest in Beren because he did not meet the false vesting date
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`of October 19, 2021.
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`19.
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`As a result of Beren’s false statements, Mr. Duckers was induced to work for Beren on the
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`understanding that he would receive a 2.5% equity interest in Beren subject to the standard four-year
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`vesting schedule as well as payment for his time worked at the agreed upon salary.
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`20.
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`Plaintiff was employed in, and significant events material to this case occurred within San
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`JURISDICTION AND VENUE
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`Francisco County, California.
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`PROCEDURAL HISTORY
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`21.
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`Plaintiff’s employment agreement contains an arbitration clause requiring that all disputes
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`between the parties, including those based in contract, tort, statute, fraud, misrepresentation, or any other
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`legal theory, proceed to arbitration. Plaintiff’s claim herein, solely for relief under the Private Attorney’s
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`General Act, is not subject to arbitration.
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`STATEMENT OF LWDA NOTICE COMPLIANCE
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`22.
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`Plaintiff provided written notice by certified mail to the Labor and Workforce
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`Development Agency (LWDA) and to Defendant of the legal claims and theories of this case. Plaintiff
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`will amend his complaint to plead exhaustion of administrative remedies following the statutorily
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`prescribed sixty-five day waiting period in which no response was received from the LWDA. Labor
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`Code Section 2699.3.
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`4
`COMPLAINT
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff, prays for relief and judgment against Defendant as follows:
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`A.
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`A declaratory judgment that the practices complained of herein are unlawful under the
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`California Labor Code and a declaration that Defendant is found to have violated the Labor Code
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`provisions cited herein.
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`B.
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`For penalties as provided under the Private Attorneys General Act and distributed
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`according to the Act; and
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`C.
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`D.
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`Costs of the action incurred herein, including expert fees;
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`Attorney’s fees including fees pursuant to California Code of Civil Procedure section
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`1021.5 and California Labor Code section 2699; and
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`E.
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`For such other and further relief as the Court deems just and proper.
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`Dated: December 8, 2021
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`Respectfully submitted,
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`San Francisco, CA
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` .
`Robert W. Ottinger (SBN 156825)
`THE OTTINGER FIRM, P.C.
`535 Mission Street
`San Francisco, CA 94105
`robert@ottingerlaw.com
`Tel: 415-262-0096
`Fax: 212-571-0505
`
`5
`COMPLAINT
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