Case 6:21-cv-02036 Document 1 Filed 12/03/21 Page 1 of 187 PageID 1
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`UNITED STATES DISTRICT COURT
`MIDDLE DISTRICT OF FLORIDA
`ORLANDO DIVISION
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`HEMOSTEMIX INC.,
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`Case No.
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`JURY TRIAL
`DEMANDED
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`Plaintiff,
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`v.
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`KYLE MAKOFKA, an individual, JED M.
`WOOD, an individual, BLAKE WOOD, an
`individual, RANDI WOOD, an individual,
`ALAN JACOBS, MD, an individual,
`REGINALD COOPER, an individual,
`KINGSMAN SCIENTIFIC MANAGEMENT
`INC., an Alberta, Canada corporation, ASPIRE
`HEALTH SCIENCE, LLC, a Florida limited
`liability company, and AJIA GLOBAL
`SERVICES, LLC, a Delaware limited liability
`company,
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`Defendants.
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`/
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`COMPLAINT
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`Plaintiff HEMOSTEMIX INC. (“Hemostemix” or “the Company”), hereby
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`files this Complaint for damages and injunctive relief against Defendants KYLE
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`MAKOFKA, an individual (“Makofka”), JED M. WOOD, an individual (“Jed
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`Wood”), BLAKE WOOD, an individual (“Blake Wood”), RANDI WOOD, an
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`individual (“Randi Wood”), ALAN JACOBS, MD., an individual (“Jacobs”),
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`REGINALD COOPER, an individual (“Cooper”), KINGSMAN SCIENTIFIC
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`MANAGEMENT INC., an Alberta, Canada corporation (“KSM”), ASPIRE
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`1
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`UNITED STATES DISTRICT COURT
`MIDDLE DISTRICT OF FLORIDA
`ORLANDO DIVISION
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`
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`HEMOSTEMIX INC.,
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`Case No.
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`JURY TRIAL
`DEMANDED
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`Plaintiff,
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`v.
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`KYLE MAKOFKA, an individual, JED M.
`WOOD, an individual, BLAKE WOOD, an
`individual, RANDI WOOD, an individual,
`ALAN JACOBS, MD, an individual,
`REGINALD COOPER, an individual,
`KINGSMAN SCIENTIFIC MANAGEMENT
`INC., an Alberta, Canada corporation, ASPIRE
`HEALTH SCIENCE, LLC, a Florida limited
`liability company, and AJIA GLOBAL
`SERVICES, LLC, a Delaware limited liability
`company,
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`
`
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`
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`Defendants.
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`
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`/
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`COMPLAINT
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`Plaintiff HEMOSTEMIX INC. (“Hemostemix” or “the Company”), hereby
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`files this Complaint for damages and injunctive relief against Defendants KYLE
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`MAKOFKA, an individual (“Makofka”), JED M. WOOD, an individual (“Jed
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`Wood”), BLAKE WOOD, an individual (“Blake Wood”), RANDI WOOD, an
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`individual (“Randi Wood”), ALAN JACOBS, MD., an individual (“Jacobs”),
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`REGINALD COOPER, an individual (“Cooper”), KINGSMAN SCIENTIFIC
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`MANAGEMENT INC., an Alberta, Canada corporation (“KSM”), ASPIRE
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`1
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`Case 6:21-cv-02036 Document 1 Filed 12/03/21 Page 2 of 187 PageID 2
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`HEALTH SCIENCE, LLC, a Florida limited liability company (“Aspire”), and
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`AJIA GLOBAL SERVICES, LLC, a Delaware limited liability company (“AJIA”)
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`(collectively, “Defendants”) and, in support of same, Hemostemix alleges as
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`follows:
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`INTRODUCTION
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`Hemostemix, a biotechnology company, seeks redress for injuries and harm
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`sustained as a direct and proximate result of Makofka and Jed Wood attempting,
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`repeatedly and continuously, to gain control and ownership of Hemostemix and its
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`proprietary therapy and data. Makofka and Jed Wood executed a long-term, broad-
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`ranging scheme and conspiracy to steal Hemostemix’s valuable intellectual property.
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`As set forth herein, Makofka and Jed Wood had a long-standing business
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`relationship that constituted a Racketeer Influenced and Corrupt Organizations
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`Enterprise (a “RICO Enterprise”) by which they agreed to and did conduct and
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`participate in a pattern of racketeering activity for the unlawful common and similar
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`purpose of impairing Hemostemix financially, stealing Hemostemix’s valuable
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`intellectual property (as defined below) and other assets, and ultimately taking
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`control of Hemostemix and its operations through: (a) fraud; (b) predatory and
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`commercially unreasonable loans and other funding arrangements; (c) self-dealing
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`and related transactions; (d) wire fraud; (e) extortion; (f) theft and misappropriation
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`of assets; and (g) tortiously and unlawfully interfering with and misappropriating
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`contractual relationships. Makofka and Jed Wood employed this pattern of
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`racketeering activity to acquire and maintain interests in and control over
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`Hemostemix. Makofka and Jed Wood further formed a RICO conspiracy with each
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`other and Blake Wood, Randi Wood, Cooper and Jacobs, all of whom became
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`integral to successful execution of the conspiracy by carrying out acts, including the
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`pattern of racketeering activity, in furtherance of the RICO conspiracy in order to
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`fulfill the unlawful common and similar purpose of impairing Hemostemix
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`financially, stealing Hemostemix’s valuable IP and other assets, and ultimately
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`taking control of Hemostemix and its operations. As a result of the malfeasance of
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`all defendants, Hemostemix has sustained substantial monetary, reputational and
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`other harm for which Hemostemix seeks relief.
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`Since Fall 2016, when they first hatched the scheme to take ownership and
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`control of Hemostemix, Makofka and Jed Wood have used repressive and exploitive
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`financial pressure, abusive litigation, and self-dealing to ultimately weaken
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`Hemostemix and benefit Makofka, Jed Wood and Aspire. Makofka misused and
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`abused his positions of trust and confidence with Hemostemix to gain access to
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`Hemostemix’s operations, financial and accounting information, finances, network
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`and servers, valuable IP and other assets which he and Jed Wood eventually
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`misappropriated, and misused. Makofka and Jed Wood carried out the scheme
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`principally by impairing Hemostemix financially, impeding its ability to obtain
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`outside financing on commercially reasonable terms, and then providing secured
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`financing through related entities they own and control, including KSM, J.M. Wood
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`Investments, Ltd, and Aspire, with the intent of acquiring the rights to Hemostemix’s
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`IP related to ACP-01, a promising clinical stage cell-based, blood derived therapy
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`Hemostemix developed for thirteen (13) years prior to the involvement of Makofka
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`and Jed Wood. The scheme and conspiracy, including all acts in furtherance thereof,
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`were directed at and designed to benefit Makofka, Jed Wood and Aspire’s interests
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`in Florida.
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`After obtaining possession and control over Hemostemix’s intellectual
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`property (including critical clinical trial data), Makofka and Jed Wood have held it
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`hostage and extorted Hemostemix by threats to indefinitely withhold the data unless
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`Hemostemix pays an exorbitant ransom. Hemostemix is entitled the return of its IP
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`and other assets, actual damages, treble damages, injunctive relief, and attorneys’
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`fees and costs to make itself whole after being victimized by Makofka, Jed Wood
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`and the other individual and corporate defendants who targeted Hemostemix.
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`I. PLAINTIFF HEMOSTEMIX INC.
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`THE PARTIES
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`1.
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`Plaintiff Hemostemix Inc. is a Canadian clinical-stage biotechnology
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`company formed under the Business Corporations Act (Alberta). At all times during
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`the period covered by this Complaint, Hemostemix has conducted business from its
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`headquarters and principal place of business in Alberta, Canada.
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`2.
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`Hemostemix was targeted for takeover by Makofka and Jed Wood, was
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`subjected to repressive and exploitive financing arrangements, was defrauded, had
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`its assets and other property misappropriated by Defendants, had its contracts
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`breached and stolen, and its business relationships tortiously interfered with by
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`Defendants, all to ultimately benefit Makofka, Jed Wood and their business interests
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`in Aspire.
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`II. DEFENDANTS
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`A. Kyle Makofka
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`3.
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`Defendant Kyle Makofka is an individual residing in Blackfalds,
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`Alberta, Canada.
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`4. Makofka founded and wholly owns and controls Defendant KSM,
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`which provided contracted-for management services to Hemostemix during the
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`period covered by this Complaint.
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`5. Makofka served first as Chief Restructuring Officer (“CRO”), then as
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`President, and Chief Executive Officer (“CEO”) of Hemostemix during the period
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`covered by this Complaint. He failed in every position. Makofka also engaged in
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`self-dealing transactions in violation of his fiduciary and other duties to
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`Hemostemix.
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`6. Makofka served as President and CEO of Aspire during the same time
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`period that he served as President and CEO of Hemostemix. Makofka continues to
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`serve as President and CEO of Aspire. Makofka has held, and continues to hold,
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`himself out as a representative of Defendants KSM and Aspire for all purposes
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`including, but not limited to, litigation in Florida.
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`7.
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`During the period covered by this Complaint, Makofka was involved in
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`or orchestrated business ventures in Florida, executed or directed the execution of
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`contract obligations for Aspire in Florida, and committed or directed the commission
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`of tortious and illegal acts against Hemostemix in Florida. Along with and at the
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`direction of Jed Wood, Makofka was the ringleader of the vast conspiracy to impair
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`Hemostemix financially, steal Hemostemix’s IP and other assets, and ultimately take
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`control of Hemostemix and its operations.
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`B. Jed Wood
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`8.
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`Defendant Jed Wood is an individual who, upon information and
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`belief, resided during at least part of the period covered by this Complaint in Alberta,
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`Canada. Upon information and belief, Jed Wood is currently hiding out in a gated
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`compound in Los Cabos, Mexico.
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`9.
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`During the period covered by this Complaint, Jed Wood was a minority
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`shareholder of Hemostemix.
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`10.
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`Jed Wood formed Defendant Aspire and owns, controls, and/or
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`operates with significant influence over Aspire through one or more of his corporate
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`holdings under a family syndicate of affiliated entities which Jed Wood and other
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`members of his family control (“Wood Group Family Office”). Jed Wood has held,
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`and continues to hold, himself out as a corporate representative of Aspire in litigation
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`and other matters in Florida. Since Aspire’s formation, Jed Wood has provided
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`substantial funding and other material support and assistance to Aspire and its
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`operations in Florida as part of the overall conspiracy set forth herein.
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`11. During the period covered by this Complaint, Jed Wood was involved
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`in or orchestrated business ventures in Florida, executed or directed the execution of
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`contract obligations for Aspire in Florida, and committed or directed the commission
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`of tortious and illegal acts against Hemostemix in Florida and elsewhere. Along
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`with Makofka, Jed Wood was the ringleader of the vast conspiracy to impair
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`Hemostemix financially, steal Hemostemix’s IP and other assets, and ultimately take
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`control of Hemostemix and its operations.
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`C. Blake Wood
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`12. Defendant Blake Wood is an individual who is the adult son of
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`Defendant Jed Wood. During the period covered by this Complaint, Blake Wood
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`resided in, and continues to reside in Calgary, Alberta, Canada and Bridgetown, St.
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`Michael, Barbados.
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`13. Upon information and believe, Blake Wood is the principal of Wood
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`Capital Ltd., a Barbados-based private equity investment firm for which Blake
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`Wood is the titular owner but, upon information and belief, is ultimately owned and
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`controlled by his father Jed Wood through the Wood Group Family Office syndicate,
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`of which Blake Wood is a member.
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`14. During the period covered by this Complaint, Blake Wood was
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`involved in or orchestrated, committed or directed the commission of tortious and
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`illegal acts against Hemostemix in Florida and elsewhere, all or a substantial part of
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`which were in furtherance of a vast conspiracy with Makofka, Jed Wood and others
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`to impair Hemostemix financially, steal Hemostemix’s IP and other assets, and
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`ultimately take control of Hemostemix and its operations.
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`D. Randi Wood
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`15. Defendant Randi Wood is an individual who is the adult daughter of
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`Defendant Jed Wood. During the period covered by this Complaint, Randi Wood
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`resided in, and continues to reside in, Beverly Hills, California and Palm Desert,
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`California.
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`16. Upon information and belief, Randi Wood is the titular owner and
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`managing member of R.E.J. Investment Group, LLC (“REJ”), a California limited
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`liability company, a company which is ultimately owned and controlled by her father
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`Jed Wood through the Wood Group Family Office syndicate, of which Randi Wood
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`is a member. REJ wholly owns Drive Capital Holdings (USA), Inc., which, in turn,
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`wholly owns Aspire. Randi Wood is a Director of Aspire and is directly involved in
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`the conspiracy to have Aspire’s steal and misappropriate Hemostemix’s IP and other
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`assets in Florida.
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`17. During the period covered by this Complaint, Randi Wood was
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`involved in or orchestrated, committed or directed the commission of tortious and
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`illegal acts against Hemostemix in Florida and elsewhere, all or a substantial part of
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`which were in furtherance of a vast conspiracy with Makofka, Jed Wood and others
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`to impair Hemostemix financially, steal Hemostemix’s IP and other assets, and
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`ultimately take control of Hemostemix and its operations.
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`E. Alan Jacobs, MD
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`18. Defendant Alan Jacobs, MD is an individual who, during the period
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`covered by this Complaint, resided in or around Greenwood Village, Colorado.
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`Jacobs served as President and Chief Medical Officer (“CMO”) of Hemostemix
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`from on or about March 29, 2019 through on or about October 31, 2019, at which
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`time he resigned from both positions at Hemostemix and became employed by
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`Aspire in contravention of his agreement with Hemostemix.
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`19.
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`Jacobs owns Defendant AJIA through which Jacobs provided services
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`to Hemostemix.
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`20. During the period covered by this Complaint, Jacobs engaged in
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`business ventures for Hemostemix and Aspire in Florida, executed or directed the
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`execution of contract obligations for Aspire in Florida, and was involved in and/or
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`orchestrated, committed or directed the commission of tortious and illegal acts
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`against Hemostemix in Florida and elsewhere, all or a substantial part of which were
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`in furtherance of a vast conspiracy with Makofka, Jed Wood and others to impair
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`Hemostemix financially, steal Hemostemix’s IP and other assets, and ultimately take
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`control of Hemostemix and its operations.
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`F. Reginald Cooper
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`21. Defendant Reginald Cooper is an individual who is an employee of
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`Defendant KSM and has worked for Makofka for years. During the period covered
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`by this Complaint, Cooper resided in, and continues to reside in, Red Deer, Alberta,
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`Canada.
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`22. During the period covered by this Complaint, Cooper was involved in
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`or orchestrated, committed or directed the commission of tortious and illegal acts
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`against Hemostemix in Florida, as well as breached or caused the breach of one or
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`more contracts with Hemostemix in Florida and elsewhere, all or a substantial part
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`of which were in furtherance of a vast conspiracy with Makofka, Jed Wood and
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`others to impair Hemostemix financially, steal Hemostemix’s IP and other assets,
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`and ultimately take control of Hemostemix and its operations.
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`G. Kingsman Scientific Management Inc.
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`23. Defendant Kingsman Scientific Management Inc. is a corporation
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`formed under the laws of Alberta and has its principal place of business in Calgary,
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`Alberta, Canada. KSM was formed by, and is wholly owned and controlled by,
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`Defendant Makofka.
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`24. During the period covered by this Complaint, Makofka used KSM to
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`enter into contracts for or on behalf of Hemostemix that were intended to be, and
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`were, performed in Florida, executed acts in Florida in violation of the controlling
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`contract and/or omitted to do certain acts in Florida otherwise contractually required
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`of it for or on behalf of Hemostemix in Florida, and did so in ways that violated
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`Hemostemix’s contractual and other rights.
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`H. Aspire Health Science, LLC
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`25. Defendant Aspire Health Science, LLC is a Florida limited liability
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`company with its principal place of business in Orlando, Florida. Aspire was created
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`by Jed Wood, with the aid and assistance of Makofka, Randi Wood and Blake Wood,
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`in or about January 2017 as part of and in furtherance of the conspiracy to ultimately
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`take control of the Hemostemix IP and other assets.
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`26. Aspire is owned and controlled by Jed Wood through his various
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`corporate holdings under the Wood Group Family Office syndicate. Upon
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`information and belief, Aspire has been funded by Jed Wood through one or more
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`entities under the Wood Group Family Office syndicate.
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`27. Aspire is the principal corporate entity through which Makofka, Jed
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`Wood and other co-conspirators sought to perpetrate the conspiracy to impair
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`Hemostemix financially, steal Hemostemix’s IP and other assets, and ultimately take
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`control of Hemostemix and its operations. During the period covered by this
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`Complaint, Aspire carried out substantial business in Florida, brought legal action
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`in Florida, entered into contracts in Florida that were to be performed in Florida,
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`owns and/or leases property in Florida, and had during the relevant period its base
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`of operations in Florida. At Makofka’s and Jed Wood’s direction, Aspire has
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`unlawfully retained and misappropriated Hemostemix’s IP and other property
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`related to ACP-01 and the Clinical Trial, HS 12-01.
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`I. AJIA Global Services, LLC
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`28. Defendant AJIA Global Services, LLC is a Delaware limited liability
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`company registered as a foreign limited liability doing business in and having its
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`principal place of business at 4610 S. Ulster Street, Suite 150, Denver, Colorado
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`80237. AJIA is also believed to operate under the name, or is affiliated with, AJIA
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`Global, LLC, and, upon information and belief, is a trade name for Stemix Pharma,
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`LLC, also a Delaware limited liability company also having its principal place of
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`business at 4610 S. Ulster Street, Suite 150, Denver, Colorado 80237.
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`29. AJIA, a/k/a AJIA Global, LLC, a/k/a Stemix Pharma, LLC, was formed
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`by Defendant Jacobs on or about April 2, 2019, in Delaware and filed as a foreign
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`LLC to do business in Colorado on or about April 8, 2019.
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`30. Effective on or about February 1, 2019, two (2) months before its
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`proper formation or registration to do business in Colorado, AJIA purported to enter
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`into a contractor agreement to provide consulting services to Hemostemix. Pursuant
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`to that agreement, Jacobs was to serve as President and Chief Medical Officer for
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`Hemostemix.
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`31. During the period covered by this Complaint, Jacobs used AJIA to
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`provide services to Hemostemix related to the ACP-01 Clinical Trial based
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`principally in Florida, carried out substantial business in Florida, engaged in
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`business ventures for Hemostemix and Aspire in Florida, executed and/or directed
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`the execution of contract obligations in Florida, and was involved in and/or
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`orchestrated, committed or directed the commission of tortious and illegal acts
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`against Hemostemix in Florida and elsewhere, all or a substantial part of which were
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`in furtherance of a vast conspiracy with Makofka, Jed Wood and others to impair
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`Hemostemix financially, steal Hemostemix’s IP and other assets, and ultimately take
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`control of Hemostemix and its operations.
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`JURISDICTION & VENUE
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`32. This Court has subject matter jurisdiction over Plaintiff’s claims under
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`28 U.S.C. § 1331. There is federal question jurisdiction over one or more claims
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`asserted herein, including the Racketeer Influenced and Corrupt Organizations Act
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`(“RICO”), 18 U.S.C. § 1961, et seq, the Defend Trade Secrets Act, 18 U.S.C. §§
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`1831-39, and the Computer Fraud and Abuse Act, 18 U.S.C. § 1030. This Court
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`also has supplemental jurisdiction pursuant to 28 U.S.C. § 1367 to consider and
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`adjudicate all state law statutory and common law claims asserted herein.
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`Supplemental jurisdiction over the state law claims is appropriate because they arise
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`from the same common nucleus of operative facts from which the federal claims
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`arise.
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`33. This Court has personal jurisdiction over Defendants Makofka, Jed
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`Wood, Blake Wood, Randi Wood, Jacobs, AJIA, Cooper, KSM, and Aspire pursuant
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`to, among others, Fla. Stat. § 48.193(1)(a)(1) (operating, conducting, engaging in, or
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`carrying on a business or business venture in Florida), (a)(2) (committing a tortious
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`act in Florida), and (a)(7) (breaching a contract in Florida by failing to perform acts
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`required by the contract to be performed in Florida). Further, this Court has general
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`personal jurisdiction over Defendant Aspire, a limited liability company having its
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`principal place of business and “home” in the State of Florida.
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`34. Venue is proper in this Judicial District pursuant to 28 U.S.C. §
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`1391(b). Conduct giving rise to the claims occurred within or involved business
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`activities within the Middle District of Florida. Upon information and belief, IP and
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`other property at issue in this litigation is located within the Middle District of
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`Florida.
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`STATEMENT OF FACTS
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`I. HEMOSTEMIX’S FORMATION AND DEVELOPMENT OF ACP-01, ITS
`LIFE SAVING PROPRIETARY STEM CELL THERAPY
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`35. Hemostemix was co-founded as TheraVitae Inc. in 2006 by Thomas
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`Smeenk, its current CEO and President. TheraVitae, as licensee, amalgamated with
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`its licensor in 2008. Following a plan of arrangement, it amalgamated with
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`Technical Ventures RX Corp. in 2014 to become the public company, Hemostemix.
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`36. Hemostemix’s shares trade on the TSX Venture Exchange (“the
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`Exchange”) under the trading symbol “HEM.”
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`37. Hemostemix’s principal business is to develop, manufacture, and
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`commercialize blood-derived cell therapies to treat various diseases not addressed
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`by current therapies.
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`38. Hemostemix is the Food and Drug Administration (“FDA”) approved
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`Sponsor of the Clinical Trial # HS-1201 for ACP-01 (the “Clinical Trial”).
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`Hemostemix was the winner of the World Economic Forum Technology Pioneer
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`Award. Hemostemix has worked relentlessly to develop and commercialize its lead
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`product ACP-01 for the treatment of critical limb ischemia (“CLI”), peripheral artery
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`disease (“PAD”), angina, ischemic cardiomyopathy, dilated cardiomyopathy and
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`other conditions of ischemia.
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`39. ACP-01 is a therapeutic developed by Hemostemix for the treatment of
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`ischemic diseases such as CLI, angina and heart disease. ACP-01 has been used to
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`treat over 300 patients, and it is the subject of a randomized, placebo-controlled,
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`double blind trial of its safety and efficacy in patients with advanced critical limb
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`ischemia who have exhausted all other options to save their limb from amputation.
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`40. Hemostemix owns ninety-one (91) patents across five (5) patent
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`families titled: Regulating Stem Cells, In Vitro Techniques for use with Stem Cells,
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`Production from Blood of Cells of Neural Lineage, and Automated Cell Therapy.
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`Its IP is a highly valuable and coveted asset.
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`41. CLI is a severe form of PAD caused by reduced blood flow to the legs
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`which, if untreated, can result in complications such as nerve and tissue damage.
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`Without treatment, approximately 50% of all CLI patients either die or require
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`amputation of the affected limb within a year of diagnosis. Demand for treatment
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`of CLI has steadily increased over time. CLI predominantly affects diabetic
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`individuals over the age of 50.
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`16
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`Case 6:21-cv-02036 Document 1 Filed 12/03/21 Page 17 of 187 PageID 17
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`42. On or about August 21, 2015, the FDA cleared Hemostemix’s
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`Investigational New Drug (“IND”) application to expand the Clinical Trial for CLI.
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`The FDA’s approval of Hemostemix’s IND was a major milestone in the Clinical
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`Trial.
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`43. During the period covered by this Complaint, the Clinical Trial was in
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`Phase II. During that time, ACP-01 was being administered and tested at multiple
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`sites as part of a double-blinded, randomized, placebo-controlled trial to demonstrate
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`the safety and medical efficacy of ACP-01 as a treatment of CLI.
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`44. A double-blinded, randomized, placebo-controlled trial is widely
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`accepted as an objective scientific methodology that, when ideally performed,
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`produces knowledge and results untainted by bias. This is because a randomized
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`controlled trial is a prospective, comparative, quantitative study performed under
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`controlled conditions with random allocation of interventions to comparison groups.
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`45. The randomized controlled trial is considered the most rigorous and
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`robust research method of determining whether a causal relation exists between an
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`intervention and an outcome.
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`46. Hemostemix has served as the Phase II Clinical Trial Sponsor in the
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`approved application in order to enroll patients at clinical sites across the United
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`States. As the Sponsor, and since inception, Hemostemix has invested over $38
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`million to date in its efforts to bring ACP-01 to market.
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`17
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`Case 6:21-cv-02036 Document 1 Filed 12/03/21 Page 18 of 187 PageID 18
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`47. During the period covered by this Complaint, Hemostemix has been
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`and continues to be the owner of all IP related to ACP-01. This is true regardless of
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`any contracted-for management services, license agreement, or manufacturing
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`agreement granting limited rights to a third party.
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`48. Until in or about 2017, Kwalata Trading Limited (“Kwalata”), a Cyprus
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`entity and wholly-owned subsidiary of Hemostemix established to own IP, owned
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`the patents related to ACP-01 and the Clinical Trial. After a corporate reorganization
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`initiated and directed by Makofka, Makofka intimated a plan to wind up Kwalata
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`and transfer the IP ownership rights to Hemostemix to enable Jed Wood to perfect
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`his control over Hemostemix’s IP. Makofka never actually followed through on
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`winding up Kwalata, but did transfer from Hemostemix Ltd. (Israel) (“HEM-
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`Israel”) to Aspire possession and custody of all Hemostemix trade secrets—“know-
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`how,” “show-how,” confidential information, IP, data, batch records—related to
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`manufacturing of ACP-01. Hemostemix retained its title and ownership rights to the
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`IP related to ACP-01 and the Clinical Trial, but the move revealed his primary
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`objective, which was to give himself and Jed Wood direct day-to-day control over
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`and sole access to the IP at Hemostemix.
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`49. During the period covered by this Complaint, the IP owned by
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`Hemostemix has included, and continues to include: (a) intellectual property; (b)
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`industrial property; (c) proprietary rights and interests; (d) patents and patent
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`
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`18
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`Case 6:21-cv-02036 Document 1 Filed 12/03/21 Page 19 of 187 PageID 19
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`applications; (e) inventions; (f) improvements and developments on any of the
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`categories within this definition; (f) copyrights; (g) industrial designs; (h) integrated
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`circuit topographies; (i) math works; (j) design patents; (k) utility models; (l) trade
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`secrets; (m) confidential information; (n) “know how”; (o) “show how”; (p)
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`trademarks; (q) domain names; (r) business names; (s) goodwill; (t) all rights to
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`apply for and all applications and registrations for any of the foregoing categories,
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`as well as any and all continuations, substitutions, confirmations, divisions, reissues,
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`extensions and renewals thereof; and/or (u) all legal rights to bring actions or other
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`proceedings against third parties for infringement, misuse or misappropriation of any
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`of the foregoing categories (one, some or all collectively defined herein as
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`“Hemostemix’s IP” or the “Hemostemix IP”).
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`50.
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`“Confidential information” includes all of Hemostemix’s Clinical Trial
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`Data such as patient data, batch and manufacturing data, the randomization key or
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`table, as well as trade secrets, inventions, innovations, processes, information,
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`records and specifications owned or licensed by Hemostemix in connection with
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`ACP-01 and the Clinical Trial.
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`51. At all times, Hemostemix took careful, prudent, and reasonable steps to
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`secure the confidentiality of all the Hemostemix IP, including without limitation, the
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`Clinical Trial Data by, among other things, entering into agreements that contained
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`strict confidentiality provisions.
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`19
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`Case 6:21-cv-02036 Document 1 Filed 12/03/21 Page 20 of 187 PageID 20
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`52. Throughout the course of the Clinical Trial, more than seventeen (17)
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`clinical trial sites were established across North America, including Florida,
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`Pennsylvania, Texas, North Carolina, South Carolina, Colorado and California.
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`Each trial site has produced Clinical Trial Data and IP that is the property of
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`Hemostemix.
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`53. Moreover, as a testament to the safety and effectiveness of the therapy,
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`hundreds of patients have been safely treated with ACP-01 on a compassionate care
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`basis. On October 21, 2019, Hemostemix announced the results from its Phase II
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`CLI trial abstract presentation entitled “Autologous Stem Cell Treatment for CLI
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`Patients with No Revascularization Options: An Update of the Hemostemix ACP-
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`01 Trial With 4.5 Year Follow-up” which noted healing of ulcers and resolution of
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`ischemic rest pain occurred in 83% of patients, with outcomes maintained for up to
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`4.5 years.
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`54. A successful Phase II result in the Clinical Trial would conservatively
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`add at least $300 million of commercial value to Hemostemix. Efforts by Makofka
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`and Wood, as detailed in this Complaint, have caused the loss, disruption, and/or
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`diminution in value to Hemostemix of its ACP-01 therapy.
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`55. Unfortunately, Makofka, Jed Wood, and others have interfered with
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`and jeopardized Hemostemix’s ability to commercialize ACP-01 by intentionally
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`20
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`Case 6:21-cv-02036 Document 1 Filed 12/03/21 Page 21 of 187 PageID 21
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`and illegally committing fraud and tortious acts as part of a broad-ranging pattern of
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`racketeering activity and civil RICO conspiracy, causing direct loss to Hemostemix.
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`II. EARLY ASSAULTS ON HEMOSTEMIX AND ITS LEADERSHIP
`WEAKENED HEMOSTEMIX
`IN 2016 WHILE POSITIONING
`MAKOFKA AND JED WOOD TO SCHEME TO TAKE CONTROL OF
`HEMOSTEMIX.
`
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`56. Makofka and Jed Wood are long-time business partners. Both have a
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`track record of using legally questionable or illegal tactics to gain control of
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`companies such as Hemostemix.
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`57. Makofka and Jed Wood executed their conspiracy through corporate
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`entities they owned and/or controlled including, but not limited to, Drive Capital
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`Corp. (“Drive Capital”), KSM, J.M. Wood Investments, Ltd. (“JMWI”), Wood
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`Capital Ltd. (“Wood Capital”), REJ, and Aspire. They also utilized corporate
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`entities owned or controlled by co-conspirators, including Jacobs’ company AJIA.
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`58. During the period covered by this Complaint, Drive Capital was a
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`Canadian corporation owned and controlled by both Makofka and Jed Wood. It was
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`later amalgamated into an entity that is currently owned and controlled by Jed Wood,
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`through JMWI, also an entity wholly-owned and controlled by Jed Wood.
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`59. Makofka and Jed Wood conspired to take control of Hemostemix. The
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`scope and contour of the conspiracy evolved over time, as did the members,
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`participants and means of executing the conspiracy. Principally, the conspiracy
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`21
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`Case 6:21-cv-02036 Document 1 Filed 12/03/21 Page 22 of 187 PageID 22
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`involved: (a) gaining access to and control over Hemostemix’s management and
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`operations; (b) engaging in related and self-dealing transactions in order to empower
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`Makofka and Jed Wood and weaken Hemostemix; (c) impairing Hemostemix
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`financially by precluding the Company from obtaining outside financing from
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`independent investors through arms-length transactions; (d) presenting “last resort”
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`repressive and exploitive financing arrangements through Makofka and Jed Wood
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`further weakening Hemostemix, paving the way for Makofka and Jed Wood to take
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`control of Hemostemix and its operations when Hemostemix was at its most
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`vulnerable financially impaired state; and (e) vesting Aspire, Makofka’s and Jed
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`Wood’s Florida-based entity, with all IP and other rights to ACP-01 and the Clinical
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`Trial to ultimately acquire Hemostemix IP and other assets and effectively step into
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`the shoes of Hemostemix as Clinical Trial sponsor.
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`60. Because the conspiracy evolved over time, and was not apparent to
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`independent Board members at the time, the full extent of the damage to
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`Hemostemix would not be realized for several years.
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`2016 Loan-to-Own Offer Rejected by Hemostemix Board
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`61.
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`In or about February 2016, Makofka and Jed Wood, through Drive
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`Capital, approached Hemostemix regarding a proposed secur
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