Case 1:22-cv-01220 Document 1 Filed 03/05/22 Page 1 of 15 PageID #: 1
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`Daniel Sadeh, Esq.
`HALPER SADEH LLP
`667 Madison Avenue, 5th Floor
`New York, NY 10065
`Telephone: (212) 763-0060
`Facsimile: (646) 776-2600
`Email: sadeh@halpersadeh.com
`
`Counsel for Plaintiff
`
`
`UNITED STATES DISTRICT COURT
`EASTERN DISTRICT OF NEW YORK
`
`
`Case No:
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`
`JURY TRIAL DEMANDED
`
`
`
`MICHAEL ZOMBER,
`
`Plaintiff,
`
`v.
`
`BIODELIVERY SCIENCES
`INTERNATIONAL, INC., PETER S.
`GREENLEAF, JEFFREY A. BAILEY,
`TODD C. DAVIS, KEVIN KOTLER,
`VANILA M. SINGH, MARK A. SIRGO,
`and WILLIAM MARK WATSON,
`
`
`Defendants.
`
`
`
`
`
`
`
`
`
`
`
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`Plaintiff Michael Zomber (“Plaintiff”), by Plaintiff’s undersigned attorneys, for Plaintiff’s
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`complaint against Defendants (defined below), alleges the following based upon personal
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`knowledge as to Plaintiff and Plaintiff’s own acts, and upon information and belief as to all other
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`matters, based upon, inter alia, the investigation conducted by and through Plaintiff’s attorneys.
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`NATURE OF THE ACTION
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`1.
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`This is an action against BioDelivery Sciences International, Inc. (“BioDelivery”
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`or the “Company”) and its Board of Directors (the “Board” or the “Individual Defendants”) for
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`their violations of Sections 14(e), 14(d)(4), and 20(a) of the Securities Exchange Act of 1934 (the
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`“Exchange Act”), 15 U.S.C. §§ 78n(e), 78n(d)(4), and 78t(a), and Rule 14d-9 promulgated
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`thereunder by the SEC, 17 C.F.R. § 240.14d-9, in connection with the proposed acquisition (the
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`“Proposed Transaction”) of BioDelivery by Collegium Pharmaceutical, Inc. (“Collegium”).
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`JURISDICTION AND VENUE
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`2.
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`The claims asserted herein arise under and pursuant to Sections 14(e), 14(d)(4),
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`and 20(a) of the Exchange Act (15 U.S.C. §§ 78n(e), 78n(d)(4), and 78t(a)) and Rule 14d-9
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`promulgated thereunder by the SEC (17 C.F.R. § 240.14d-9).
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`3.
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`This Court has jurisdiction over the subject matter of this action pursuant to 28
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`U.S.C. § 1331, and Section 27 of the Exchange Act, 15 U.S.C. § 78aa.
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`4.
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`Venue is proper in this District pursuant to 28 U.S.C. § 1391(b) and Section 27 of
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`the Exchange Act (15 U.S.C. § 78aa(c)) as a substantial portion of the transactions and wrongs
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`complained of herein had an effect in this District, the alleged misstatements entered and the
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`subsequent damages occurred in this District, and the Company conducts business in New York
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`City.
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`5.
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`In connection with the acts, conduct and other wrongs alleged in this complaint,
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`Defendants, directly or indirectly, used the means and instrumentalities of interstate commerce,
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`including but not limited to, the United States mails, interstate telephone communications and the
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`facilities of the national securities exchange.
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`PARTIES
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`6.
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`Plaintiff is, and has been at all relevant times hereto, an owner of BioDelivery
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`common stock.
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`7.
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`Defendant BioDelivery is a specialty pharmaceutical company that engages in the
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`development and commercialization of pharmaceutical products for chronic conditions in the
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`United States and internationally. The Company is incorporated in Delaware. The Company’s
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`common stock trades on the NASDAQ under the ticker symbol, “BDSI.”
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`8.
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`Defendant Peter S. Greenleaf (“Greenleaf”) is Chairman of the Board of the
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`Company.
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`9.
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`Defendant Jeffrey A. Bailey (“Bailey”) is Chief Executive Officer and a director
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`of the Company.
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`10.
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`11.
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`12.
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`13.
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`14.
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`15.
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`Defendant Todd C. Davis (“Davis”) is a director of the Company.
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`Defendant Kevin Kotler (“Kotler”) is a director of the Company.
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`Defendant Vanila M. Singh (“Singh”) is a director of the Company.
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`Defendant Mark A. Sirgo (“Sirgo”) is a director of the Company.
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`Defendant William Mark Watson (“Watson”) is a director of the Company.
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`Defendants Greenleaf, Bailey, Davis, Kotler, Singh, Sirgo, and Watson are
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`collectively referred to herein as the “Individual Defendants.”
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`16.
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`Defendants BioDelivery and the Individual Defendants are collectively referred to
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`herein as the “Defendants.”
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`SUBSTANTIVE ALLEGATIONS
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`A. The Proposed Transaction
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`17.
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`On February 14, 2022, BioDelivery announced that it had entered into a definitive
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`merger agreement for Collegium to purchase all outstanding shares of BioDelivery for $5.60 per
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`share in an all-cash transaction. The press release announcing the Proposed Transaction states, in
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`pertinent part:
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`Collegium to Acquire BioDelivery Sciences in an All-Cash Deal
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`February 14, 2022 06:30 ET | Source: BioDelivery Sciences International
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`Transaction is valued at $5.60 per share representing a total equity value of $604
`million
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`Represents a 54% premium to BDSI stock’s closing price of $3.64 on February
`11, 2022 and a 65% premium to the 30 trading days volume weighted average
`price of $3.40
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`Transaction expected to close late in the first quarter of 2022
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`RALEIGH, N.C., Feb. 14, 2022 (GLOBE NEWSWIRE) -- BioDelivery Sciences
`International, Inc. (NASDAQ: BDSI), a growing specialty pharmaceutical
`company dedicated to patients living with serious and complex chronic conditions,
`today announced that it has entered into a definitive merger agreement for
`Collegium Pharmaceutical, Inc. (NASDAQ: COLL) to purchase all outstanding
`shares of BDSI at $5.60 per share in an all-cash transaction. This corresponds to a
`total equity value of approximately $604 million (on a fully diluted basis). The
`merger agreement has been unanimously approved by the Board of Directors of
`both BDSI and Collegium.
`
`Under the terms of the merger agreement, Collegium will promptly commence a
`tender offer to acquire all outstanding shares of BDSI’s common stock, and BDSI
`will file a recommendation statement containing the unanimous recommendation
`of the BDSI board that BDSI shareholders tender their shares to Collegium.
`
`“We are pleased to announce the transaction with Collegium, which we view as a
`testament to the attractiveness of our portfolio and long-term value of our brands,”
`said Jeff Bailey, CEO of BDSI. “Our team has worked diligently to grow our
`differentiated products. We believe that this transaction will deliver benefits to
`patients and prescribers and create significant value for our shareholders.”
`
`Terms of the Agreement
`Under the terms of the merger agreement, Collegium will promptly commence a
`tender offer to acquire all of the outstanding shares of BDSI’s common stock at a
`price of $5.60 per share in cash. The consideration represents a 54% premium to
`BDSI common stock’s closing price of $3.64 on February 11, 2022 and a premium
`of 65% over the 30 trading days volume weighted average price of $3.40.
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`The closing of the tender offer will be subject to a majority of BDSI’s outstanding
`shares being tendered. In addition, the transaction is subject to the expiration or
`termination of the waiting period under the Hart-Scott-Rodino Antitrust
`Improvements Act of 1976 and other customary conditions.
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`Following completion of the tender offer, Collegium will acquire all remaining
`shares at the same price of $5.60 per share through a second step merger. The
`closing of the transaction is expected to take place late in the first quarter of 2022.
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`Moelis & Company LLC is acting as exclusive financial advisor and Goodwin
`Procter LLP is acting as legal counsel to BDSI. Jefferies LLC is acting as exclusive
`financial advisor to Collegium and Troutman Pepper Hamilton Sanders LLP is
`acting as legal counsel to Collegium.
`
`INC.
`INTERNATIONAL,
`SCIENCES
`ABOUT BIODELIVERY
`BioDelivery Sciences International, Inc. (NASDAQ: BDSI) is a commercial-stage
`specialty pharmaceutical company dedicated to patients living with chronic
`conditions. BDSI has built a portfolio of differentiated pain and neurology products
`and leverages its experienced sales and marketing organization to educate
`prescribers on their unique features. BDSI's products address serious and
`debilitating conditions, including chronic pain, acute migraine and opioid-induced
`constipation.
`
`ABOUT COLLEGIUM
`leading, diversified specialty
`is building a
`Collegium Pharmaceutical
`pharmaceutical company committed to improving the lives of people suffering
`from serious medical conditions. Collegium’s headquarters are located in
`Stoughton, Massachusetts. For more information, please visit the company’s
`website at www.collegiumpharma.com.
`
`18.
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`On February 18, 2022, Defendants caused to be filed with the SEC a Schedule 14D-
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`9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Exchange Act (the
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`“Solicitation Statement”) in connection with the Proposed Transaction.
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`B. The Solicitation Statement Contains Materially False and Misleading Statements
`and Omissions
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`19.
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`The Solicitation Statement, which recommends that BioDelivery shareholders
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`tender their shares in connection with the Proposed Transaction, omits and/or misrepresents
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`material information concerning: (i) BioDelivery’s financial projections; (ii) the financial analyses
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`performed by the Company’s financial advisor, Moelis & Company LLC (“Moelis”), in
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`connection with its fairness opinion; (iii) potential conflicts of interest involving Moelis; and (iv)
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`potential conflicts of interest involving Company insiders.
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`20.
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`The omission of the material information (referenced below) renders the following
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`sections of the Solicitation Statement false and misleading, among others: (i) Recommendation of
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`the Board; (ii) Reasons for the Recommendation of the Board; (iii) Opinion of the Company’s
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`Financial Advisor; and (iv) Certain Prospective Financial Information.
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`21.
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`The tender offer in connection with the Proposed Transaction is set to expire at
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`12:00 midnight, Eastern Time, at the end of March 18, 2022 (the “Expiration Date”). It is
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`imperative that the material information that was omitted from the Solicitation Statement be
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`disclosed to the Company’s shareholders prior to the Expiration Date to enable them to make an
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`informed decision as to whether to tender their shares. Plaintiff may seek to enjoin Defendants
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`from closing the tender offer or the Proposed Transaction unless and until the material
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`misstatements and omissions (referenced below) are remedied. In the event the Proposed
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`Transaction is consummated, Plaintiff may seek to recover damages resulting from Defendants’
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`misconduct.
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`1. Material Omissions Concerning BioDelivery’s Financial Projections
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`22.
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`The Solicitation Statement omits material information concerning BioDelivery’s
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`financial projections.
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`23. With respect to the Company’s financial projections, the Solicitation Statement
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`fails to disclose: (1) all line items underlying each set of the Company’s financial projections; (2)
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`the Company’s net income projections; and (3) a reconciliation of all non-GAAP to GAAP metrics.
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`24.
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`The disclosure of this information is material because it would provide the
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`Company’s shareholders with a basis to project the future financial performance of the Company
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`and would allow shareholders to better understand the financial analyses performed by the
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`Company’s financial advisor in support of its fairness opinion. Shareholders cannot hope to
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`replicate management’s inside view of the future prospects of the Company. Without such
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`information, which is uniquely possessed by Defendant(s) and the Company’s financial advisor,
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`the Company’s shareholders are unable to determine how much weight, if any, to place on the
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`Company’s financial advisor’s fairness opinion in determining whether to tender their shares in
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`connection Proposed Transaction.
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`25. When a company discloses non-GAAP financial metrics in a Solicitation Statement
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`that were relied upon by its board of directors in recommending that shareholders exercise their
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`corporate suffrage rights in a particular manner, the company must also disclose, pursuant to SEC
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`Regulation G, all projections and information necessary to make the non-GAAP metrics not
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`misleading, and must provide a reconciliation (by schedule or other clearly understandable
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`method) of the differences between the non-GAAP financial metrics disclosed or released with the
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`most comparable financial metrics calculated and presented in accordance with GAAP. 17 C.F.R.
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`§ 244.100.1
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`26.
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`The above-referenced omitted information, if disclosed, would significantly alter
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`the total mix of information available to the Company’s shareholders.
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`2. Material Omissions Concerning Moelis’ Analyses
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`27.
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`In connection with the Proposed Transaction, the Solicitation Statement omits
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`material information concerning analyses performed by Moelis.
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`28.
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`The Solicitation Statement fails to disclose the following concerning Moelis’
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`“Discounted Cash Flow Analysis”: (1) the terminal value of the Company; (2) the present value of
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`ELYXYB; (3) the present value of the Company’s net operating losses (NOL); (4) the individual
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`inputs and assumptions underlying the (i) range of discount rates of 7.00% to 11.25%, and (ii)
`
`
`1 Mary Jo White, Keynote Address, International Corporate Governance Network Annual
`Conference: Focusing the Lens of Disclosure to Set the Path Forward on Board Diversity, Non-
`GAAP, and Sustainability (June 27, 2016), https://www.sec.gov/news/speech/chair-white-icgn-
`speech.html (footnotes omitted) (last visited Mar. 5, 2022) (“And last month, the staff issued
`guidance addressing a number of troublesome practices which can make non-GAAP disclosures
`misleading: the lack of equal or greater prominence for GAAP measures; exclusion of normal,
`recurring cash operating expenses; individually tailored non-GAAP revenues; lack of
`consistency; cherry-picking; and the use of cash per share data. I strongly urge companies to
`carefully consider this guidance and revisit their approach to non-GAAP disclosures.”).
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`perpetuity growth rate range of (35%) to (15%); (5) the commercial risk-adjusted forecasts for
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`ELYXYB; and (6) the Company’s NOL balance and projected NOL utilization.
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`29.
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`The Solicitation Statement fails to disclose the following concerning Moelis’
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`“Selected Precedent Transactions Analysis”: (1) the financial metrics of each transaction Moelis
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`observed in its analyses, including the upfront TEV and LTM revenue of each company; (2) the
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`value of each transaction; (3) the closing date of each transaction; and (4) the basis for applying
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`the multiple reference ranges of multiples.
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`30.
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`The Solicitation Statement fails to disclose the following concerning Moelis’
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`“Selected Publicly Traded Companies Analysis”: (1) the financial metrics of each company Moelis
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`observed in its analyses, including each company’s 2022E Revenue and 2022E EBITDA; and (2)
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`the basis for applying the multiple reference ranges of multiples.
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`31.
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`The valuation methods, underlying assumptions, and key
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`inputs used
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`by Moelis in rendering its purported fairness opinion must be fairly disclosed to the Company’s
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`shareholders. The description of Moelis’ fairness opinion and analyses, however, fails to include
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`key inputs and assumptions underlying those analyses.
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`32. Without the information described above, the Company’s shareholders are unable
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`to fully understand Moelis’ fairness opinion and analyses, and are thus unable to determine how
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`much weight, if any, to place on them in determining whether to tender their shares in connection
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`with the Proposed Transaction. This omitted information, if disclosed, would significantly alter
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`the total mix of information available to the Company’s shareholders.
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`3. Material Omissions Concerning Potential Conflicts of Interest Involving
`Moelis
`
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`The Solicitation Statement omits material information concerning potential
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`33.
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`conflicts of interest involving Moelis.
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`34.
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`The Solicitation Statement provides that, “[i]n the past two years, Moelis has been
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`acting as a financial advisor to the Company including in connection with the Transactions.”
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`35.
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`The Solicitation Statement, however, fails to disclose the timing and nature of the
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`past services Moelis and/or its affiliates provided the Company and/or its affiliates, including the
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`amount of compensation Moelis received or expects to receive for providing each service within
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`the past two years of the date of its fairness opinion. See 17 C.F.R. § 229.1015(b)(4) (requiring
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`disclosure of all material relationships between a company and its financial advisors and the
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`compensation received by the advisors during the past two years).
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`36.
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`Disclosure of a financial advisor’s compensation and potential conflicts of interest
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`to shareholders is required due to their central role in the evaluation, exploration, selection, and
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`implementation of strategic alternatives and the rendering of any fairness opinions. Disclosure of
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`a financial advisor’s potential conflicts of interest may inform shareholders on how much weight
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`to place on that analysis.
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`37.
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`The omission of the above-referenced information renders the Solicitation
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`Statement materially incomplete and misleading. This information, if disclosed, would
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`significantly alter the total mix of information available to the Company’s shareholders.
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`4. Material Omissions Concerning Company Insiders’ Potential Conflicts of
`Interest
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`38.
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`The Solicitation Statement omits material information concerning potential
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`conflicts of interest involving Company insiders.
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`39.
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`The Solicitation Statement fails to disclose the details of all employment-related
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`and compensation-related discussions and negotiations concerning the Company’s officers and
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`directors, including the parties to such communications, when they occurred, and the specific
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`content discussed/communicated.
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`40.
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`Any communications
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`regarding post-transaction employment during
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`the
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`negotiation of the underlying transaction must be disclosed to shareholders. This information is
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`necessary for shareholders to understand potential conflicts of interest of management and the
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`Board. Such information may illuminate the motivations that would prevent fiduciaries from acting
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`solely in the best interests of the Company’s shareholders.
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`41.
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`The above-referenced omitted information, if disclosed, would significantly alter
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`the total mix of information available to the Company’s shareholders.
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`COUNT I
`For Violations of Section 14(e) of the Exchange Act
`Against All Defendants
`Plaintiff repeats and re-alleges each and every allegation contained in the foregoing
`
`42.
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`paragraphs as if fully set forth herein.
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`43.
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`Section 14(e) of the Exchange Act states, in relevant part:
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`It shall be unlawful for any person to make any untrue statement of a material fact
`or omit to state any material fact necessary in order to make the statements made,
`in the light of the circumstances under which they are made, not misleading . . . in
`connection with any tender offer or request or invitation for tenders[.]
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`44.
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`During the relevant period, Defendants, individually and in concert, directly or
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`indirectly, disseminated or approved the false and misleading Solicitation Statement specified
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`above, which failed to disclose material facts necessary in order to make the statements made, in
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`light of the circumstances under which they were made, not misleading, in violation of Section
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`14(e) of the Exchange Act.
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`45.
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`Each of the Individual Defendants, by virtue of their positions within the Company
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`as officers and/or directors, were aware of materially false and/or misleading and/or omitted
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`information but failed to disclose such information, in violation of Section 14(e) of the Exchange
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`Act. Defendants, by use of the mails and means and instrumentalities of interstate commerce,
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`solicited and/or permitted the use of their names to file and disseminate the Solicitation Statement
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`with respect to the Proposed Transaction.
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`46.
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`The false and misleading statements and omissions in the Solicitation Statement are
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`material in that a reasonable shareholder would consider them important in deciding whether to
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`tender their shares in connection with the Proposed Transaction.
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`47.
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`Defendants acted knowingly or with deliberate recklessness in filing or causing the
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`filing of the materially false and misleading Solicitation Statement.
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`48.
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`49.
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`By reason of the foregoing, Defendants violated Section 14(e) of the Exchange Act.
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`Because of the false and misleading statements in the Solicitation Statement,
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`Plaintiff is threatened with irreparable harm.
`
`COUNT II
`For Violations of Section 14(d)(4) of the Exchange Act and Rule 14d-9 Promulgated
`Thereunder
`Against All Defendants
`Plaintiff repeats and re-alleges each and every allegation contained in the foregoing
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`50.
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`paragraphs as if fully set forth herein.
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`51. Defendants caused the Solicitation Statement to be issued with the intent to solicit
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`shareholder support for the Proposed Transaction.
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`52.
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`Section 14(d)(4) of the Exchange Act and SEC Rule 14d-9 promulgated thereunder
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`require full and complete disclosure in connection with tender offers. Specifically, Section
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`14(d)(4) states, in relevant part:
`
`Any solicitation or recommendation to the holders of such a security to accept or
`reject a tender offer or request or invitation for tenders shall be made in accordance
`with such rules and regulations as the Commission may prescribe as necessary or
`appropriate in the public interest or for the protection of investors.
`
`
`
`53.
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`SEC Rule 14d-9(d), adopted to implement Section 14(d)(4) of the
`
`Exchange Act, states, in relevant part:
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`Any solicitation or recommendation to holders of a class of securities referred to in
`section 14(d)(1) of the Act with respect to a tender offer for such securities shall
`include the name of the person making such solicitation or recommendation and
`the information required by Items 1 through 8 of Schedule 14D-9 (§ 240.14d-101)
`or a fair and adequate summary thereof[.]
`
`54.
`
`In accordance with SEC Rule 14d-9, Item 8 of Schedule 14D-9 requires that a
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`company:
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`Furnish such additional material information, if any, as may be necessary to make
`the required statements, in light of the circumstances under which they are made,
`not materially misleading.
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`55.
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`During the relevant period, Defendants, individually and in concert, directly or
`
`indirectly, disseminated or approved the false and misleading Solicitation Statement specified
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`above, which failed to disclose material facts necessary in order to make the statements made, in
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`light of the circumstances under which they were made, not misleading, in violation of Section
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`14(d)(4) of the Exchange Act and SEC Rule 14d-9.
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`56.
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`Each of the Individual Defendants, by virtue of their positions within the Company
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`as officers and/or directors, were aware of materially false and/or misleading and/or omitted
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`information but failed to disclose such information, in violation of Section 14(d)(4) of the
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`Exchange Act and SEC Rule 14d-9. Defendants, by use of the mails and means and
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`instrumentalities of interstate commerce, solicited and/or permitted the use of their names to file
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`and disseminate the Solicitation Statement with respect to the Proposed Transaction.
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`57.
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`Defendants acted knowingly or with deliberate recklessness in filing the materially
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`false and misleading Solicitation Statement which omitted material information.
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`58.
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`The false and misleading statements and omissions in the Solicitation Statement are
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`material in that a reasonable shareholder would consider them important in deciding whether to
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`tender their shares in connection with the Proposed Transaction.
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`COUNT III
`Violations of Section 20(a) of the Exchange Act
`Against the Individual Defendants
`Plaintiff repeats and re-alleges each and every allegation contained in the foregoing
`
`59.
`
`paragraphs as if fully set forth herein.
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`60.
`
`The Individual Defendants acted as control persons of the Company within the
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`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their senior positions
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`as officers and/or directors of the Company and participation in and/or awareness of the
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`Company’s operations and/or intimate knowledge of the false statements contained in the
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`Solicitation Statement filed with the SEC, they had the power to and did influence and control,
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`directly or indirectly, the decision-making of the Company, including the content and
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`dissemination of the false and misleading Solicitation Statement.
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`61.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the Solicitation Statement and other statements alleged by Plaintiff to be misleading prior
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`to and/or shortly after these statements were issued and had the ability to prevent the issuance of
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`the statements or cause the statements to be corrected. As officers and/or directors of a publicly
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`owned company, the Individual Defendants had a duty to disseminate accurate and truthful
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`information with respect to the Solicitation Statement, and to correct promptly any public
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`statements issued by the Company which were or had become materially false or misleading.
`
`62.
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`In particular, each of the Individual Defendants had direct and supervisory
`
`involvement in the operations of the Company, and, therefore, is presumed to have had the power
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`to control or influence the particular transactions giving rise to the securities violations as alleged
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`herein, and exercised the same. The Individual Defendants were provided with or had unlimited
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`access to copies of the Solicitation Statement and had the ability to prevent the issuance of the
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`statements or to cause the statements to be corrected. The Solicitation Statement at issue contains
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`13
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`Case 1:22-cv-01220 Document 1 Filed 03/05/22 Page 14 of 15 PageID #: 14
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`the recommendation of the Individual Defendants to tender their shares pursuant to the Proposed
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`Transaction. Thus, the Individual Defendants were directly involved in the making of the
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`Solicitation Statement.
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`63.
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`In addition, as the Solicitation Statement sets forth at length, and as described
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`herein, the Individual Defendants were involved in negotiating, reviewing, and approving the
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`Proposed Transaction. The Solicitation Statement purports to describe the various issues and
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`information that they reviewed and considered—descriptions which had input from the Individual
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`Defendants.
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`64.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
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`of the Exchange Act.
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`65.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Sections 14(e), 14(d)(4), and Rule
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`14d-9 promulgated thereunder, by their acts and omissions as alleged herein. By virtue of their
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`positions as controlling persons, the Individual Defendants are liable pursuant to Section 20(a) of
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`the Exchange Act. As a direct and proximate result of Defendants’ conduct, the Company’s
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`shareholders will be irreparably harmed.
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff prays for judgment and relief as follows:
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`A.
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`Preliminarily and permanently enjoining Defendants and all persons acting in
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`concert with them from proceeding with, consummating, or closing the Proposed Transaction and
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`the tender offer in connection with the Proposed Transaction, unless and until Defendants disclose
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`and disseminate the material information identified above to the Company’s shareholders;
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`Case 1:22-cv-01220 Document 1 Filed 03/05/22 Page 15 of 15 PageID #: 15
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`B.
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`In the event Defendants consummate the Proposed Transaction, rescinding it and
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`setting it aside or awarding Plaintiff rescissory damages;
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`C.
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`Declaring that Defendants violated Sections 14(e), 14(d)(4), and 20(a) of the
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`Exchange Act, and Rule 14d-9 promulgated thereunder;
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`D.
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`Awarding Plaintiff reasonable costs and expenses incurred in this action, including
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`counsel fees and expenses and expert fees; and
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`E.
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`Granting such other and further relief as the Court may deem just and proper.
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`JURY TRIAL DEMANDED
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`Plaintiff hereby demands a trial by jury.
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`Dated: March 5, 2022
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` Respectfully submitted,
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`HALPER SADEH LLP
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`By: /s/ Daniel Sadeh
`Daniel Sadeh, Esq.
`Zachary Halper, Esq. (to be admitted pro hac
`vice)
`667 Madison Avenue, 5th Floor
`New York, NY 10065
`Telephone: (212) 763-0060
`Facsimile: (646) 776-2600
`Email: sadeh@halpersadeh.com
` zhalper@halpersadeh.com
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`Counsel for Plaintiff
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