Case 1:22-cv-01854 Document 1 Filed 04/03/22 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
`
`
`
`DAWN BROZIK,
`
`Plaintiff,
`
`v.
`
`RENEWABLE ENERGY GROUP, INC.,
`JEFFREY STROBURG, RANDOLPH L.
`HOWARD, CYNTHIA WARNER,
`WALTER BERGER, JAMES C. BOREL,
`DELBERT CHRISTENSEN, DEBORA
`M. FRODL, DYLAN GLENN, PETER J.
`M. HARDING, NIHARIKA TASKAR
`RAMDEV, and CHRISTOPHER D.
`SORRELLS,
`
`
`Defendants.
`
`
`
`
`
`
`
`
`
`
`
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`Plaintiff Dawn Brozik (“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 Renewable Energy Group, Inc. (“Renewable Energy” or
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`the “Company”) and its Board of Directors (the “Board” or the “Individual Defendants”) for their
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`Case 1:22-cv-01854 Document 1 Filed 04/03/22 Page 2 of 15 PageID #: 2
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`violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange
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`Act”), 15 U.S.C. §§ 78n(a) and 78t(a), and Rule 14a-9 promulgated thereunder by the SEC, 17
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`C.F.R. § 240.14a-9, in connection with the proposed acquisition (the “Proposed Transaction”) of
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`Renewable Energy by Chevron Corporation (“Chevron”) and its wholly owned subsidiary,
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`Cyclone Merger Sub Inc. (“Merger Sub”).
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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(a) and 20(a) of
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`the Exchange Act (15 U.S.C. §§ 78n(a) and 78t(a)) and Rule 14a-9 promulgated thereunder by the
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`SEC (17 C.F.R. § 240.14a-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, and the alleged misstatements entered and the
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`subsequent damages occurred in this District.
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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 Renewable Energy
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`common stock.
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`7.
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`Defendant Renewable Energy provides lower carbon transportation fuels in the
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`United States and internationally. The company utilizes a production, distribution, and logistics
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`system to convert natural fats, oils, and greases into advanced biofuels. The Company is
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`headquartered in Ames, Iowa. The Company is incorporated in Delaware. The Company’s
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`common stock trades on the NASDAQ under the ticker symbol, “REGI.”
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`8.
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`Defendant Jeffrey Stroburg (“Stroburg”) is Chairman of the Board of the
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`Company.
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`9.
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`Defendant Randolph L. Howard (“Howard”) is a director of the Company, serving
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`as Vice Chairman of the Board.
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`10.
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`Defendant Cynthia Warner (“Warner”) is President, Chief Executive Officer
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`(“CEO”), and a director of the Company.
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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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`16.
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`17.
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`18.
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`19.
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`Defendant Walter Berger (“Berger”) is a director of the Company.
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`Defendant James C. Borel (“Borel”) is a director of the Company.
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`Defendant Delbert Christensen (“Christensen”) is a director of the Company.
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`Defendant Debora M. Frodl (“Frodl”) is a director of the Company.
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`Defendant Dylan Glenn (“Glenn”) is a director of the Company.
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`Defendant Peter J.M. Harding (“Harding”) is a director of the Company.
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`Defendant Niharika Taskar Ramdev (“Ramdev”) is a director of the Company.
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`Defendant Christopher D. Sorrells (“Sorrells”) is a director of the Company.
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`Defendants Stroburg, Howard, Warner, Berger, Borel, Christensen, Frodl, Glenn,
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`Harding, Ramdev, and Sorrells are collectively referred to herein as the “Individual Defendants.”
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`20.
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`Defendants Renewable Energy and the Individual Defendants are collectively
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`referred to herein as the “Defendants.”
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`SUBSTANTIVE ALLEGATIONS
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`A. Background of the Proposed Transaction
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`21.
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`Beginning in January 2020, Renewable Energy and Chevron engaged in periodic
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`discussions of renewable diesel production, supply and other strategic opportunities.
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`22.
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`In fall 2020, Renewable Energy engaged in discussions with a petroleum refinery
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`and supply company (“Company A”) regarding a potential joint venture or strategic partnership.
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`Those parties executed a confidentiality agreement. While those discussions fizzled in January
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`2021, the parties renewed such discussions between August 2021 into December 2021.
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`23.
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`On November 9, 2021, the Board appointed Defendants Glenn and Ramdev as
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`members of the Board.
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`24.
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`On December 20, 2021 Defendant Warner met Chevron’s Director of Mergers and
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`Acquisitions, at which time Chevron relayed its intent to submit a proposal to acquire Renewable
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`Energy in January 2022.
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`25.
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`On January 3, 2022, Chevron offered to acquire Renewable Energy for $58.50 per
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`share in cash. At the time, Chevron offered to add Defendant Warner to the Chevron board of
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`directors after consummation of a transaction and to headquarter the combined renewable fuels
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`business in Ames, Iowa.
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`26.
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`On January 11, 2022, Chevron raised its offer to acquire Renewable Energy for
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`$61.50 per share in cash.
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`27.
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`On February 9, 2022, after Guggenheim Securities, LLC (“Guggenheim”) had been
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`retained to serve as a financial advisor to the Board in connection with the Proposed Transaction,
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`Guggenheim provided Renewable Energy “with a customary memorandum disclosing certain of
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`Guggenheim’s then-current and historical relationships with Chevron and its affiliates.” Proxy
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`Statement at 27.
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`28.
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`The Board determined not to conduct a “market check” and engage exclusively
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`with Chevron without contacting other potential buyers. Renewable Energy requested a “go shop”
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`period but Chevron apparently refused.
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`29.
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`On February 20, 2022, Defendant Warner met with Chevron’s CEO, reiterating
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`Chevron’s request that Defendant Warner join Chevron’s board after completion of merger.
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`30.
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`On February 27, 2022, Renewable Energy and Chevron (and their relevant
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`affiliates) executed a merger agreement. The next day, Renewable Energy and Chevron announced
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`the Proposed Transaction pursuant to which Chevron would acquire Renewable Energy for $61.50
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`per share in cash. The press release announcing the Proposed Transaction states, in pertinent part:
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`Chevron Announces Agreement to Acquire Renewable Energy Group
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`• Expected to build strength and accelerate growth across renewable fuels
`value chain
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`• Projected to be accretive to earnings and free cash flow
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`• Cynthia (CJ) Warner, REG CEO, expected to join Chevron Board of
`Directors
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`February 28, 2022 07:00 AM Eastern Standard Time
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`SAN RAMON, Calif. & AMES, Iowa--(BUSINESS WIRE)--Chevron Corporation
`(NYSE: CVX) and Renewable Energy Group, Inc. (NASDAQ: REGI) (“REG”)
`announced today a definitive agreement under which Chevron will acquire the
`outstanding shares of REG in an all-cash transaction valued at $3.15 billion, or
`$61.50 per share.
`
`The acquisition combines REG’s growing renewable fuels production and leading
`feedstock capabilities with Chevron’s large manufacturing, distribution and
`commercial marketing position.
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`“REG was a founder of the renewable fuels industry and has been a leading
`innovator ever since,” said Chevron Chairman and CEO Mike Wirth. “Together,
`we can grow more quickly and efficiently than either could on its own.”
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`The transaction is expected to accelerate progress toward Chevron’s goal to grow
`renewable fuels production capacity to 100,000 barrels per day by 2030 and brings
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`additional feedstock supplies and pre-treatment facilities. After closing of the
`acquisition, Chevron’s renewable fuels business, Renewable Fuels - REG, will be
`headquartered in Ames, Iowa. In addition, CJ Warner is expected to join Chevron’s
`Board of Directors.
`
`“This transaction delivers premium cash value to shareholders and will give us
`additional resources as we aim to accelerate growth and strengthen our collective
`ability to deliver the sustainable fuels our customers and the world need,” said CJ
`Warner, REG president & CEO. “Our employees’ hard work and dedication have
`built a fantastic renewable fuels company and made this transaction possible. We
`look forward to joining Chevron’s team.”
`
`The transaction is expected to be accretive to Chevron earnings in the first year
`after closing and accretive to free cash flow after start-up of REG’s Geismar
`expansion.
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`Transaction Details
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`The acquisition consideration is 100 percent cash. Total enterprise value of $2.75
`billion includes a net cash position around $400 million greater than debt.
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`The transaction has been approved by the Boards of Directors of both companies
`and is expected to close in the second half of 2022. The acquisition is subject to
`REG shareholder approval. It is also subject to regulatory approvals and other
`customary closing conditions.
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`The transaction price represents a premium of around 57% on a 30-day average
`based on closing stock prices on February 25, 2022.
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`Advisors
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`Goldman Sachs & Co. LLC is acting as financial advisor to Chevron. Paul, Weiss,
`Rifkind, Wharton & Garrison LLP is acting as legal advisor to Chevron.
`Guggenheim Securities, LLC is acting as financial advisor and Latham & Watkins
`LLP is acting as legal advisor to REG.
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`Conference Call
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`Chevron will conduct a conference call on Monday, February 28, 2022, at 11:00
`a.m. ET to discuss the transaction.
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`A webcast of the discussion will be available in a listen-only mode to individual
`investors, media, and other
`interested parties on Chevron’s website
`at www.chevron.com under the “Investors” section, or by calling 800-822-4794
`and providing the conference ID 5949818. Additional materials will be available
`under “Events and Presentations” in the “Investors” section on the Chevron
`website.
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`About Chevron
`
`Chevron is one of the world’s leading integrated energy companies. We believe
`affordable, reliable and ever-cleaner energy is essential to achieving a more
`prosperous and sustainable world. Chevron produces crude oil and natural gas;
`manufactures transportation fuels, lubricants, petrochemicals and additives; and
`develops technologies that enhance our business and the industry. We are focused
`on lowering the carbon intensity in our operations and seeking to grow lower carbon
`businesses along with our traditional business lines. More information about
`Chevron is available at www.chevron.com.
`
`About Renewable Energy Group
`
`Renewable Energy Group is leading the energy and transportation industries’
`transition to sustainability by converting renewable resources into high-quality,
`sustainable fuels. REG is an international producer of sustainable fuels that
`significantly lower greenhouse gas emissions to immediately reduce carbon impact.
`REG utilizes a global integrated procurement, distribution, and logistics network to
`operate 11 biorefineries in the U.S. and Europe. In 2020, REG produced 519 million
`gallons, or 1.7 million metric tons, of cleaner fuel delivering 4.2 million metric tons
`of carbon reduction. REG is meeting the growing global demand for lower-carbon
`fuels and leading the way to a more sustainable future.
`
`31.
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`On March 23, 2022, Defendants caused to be filed with the SEC a Schedule 14A
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`Preliminary Proxy Statement (the “Proxy Statement”) pursuant to Section 14(a) of the Exchange
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`Act in connection with the Proposed Transaction.
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`B. The Proxy Statement Contains Materially False and Misleading Statements and
`Omissions
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`32.
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`The Proxy Statement, which recommends that Renewable Energy shareholders
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`vote in favor of the Proposed Transaction, omits and/or misrepresents material information
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`concerning: (i) potential conflicts of interest involving Company insiders; (ii) the sales process
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`leading up to the Proposed Transaction; (iii) potential conflicts of interest involving Renewable
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`Energy’s financial advisor, Guggenheim; (iv) financial analyses performed by Guggenheim in
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`connection with its fairness opinion; and (v) Renewable Energy’s financial projections.
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`33.
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`The omission of the material information (below) renders the following sections of
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`the Proxy Statement false and misleading, among others: (i) Background of the Merger; (ii)
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`Recommendation of Our Board of Directors and Reasons for the Merger; (iii) Opinion of
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`Guggenheim Securities; and (iv) Certain Financial Projections.
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`34.
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`Unless and until the material misstatements and omissions (referenced below) are
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`remedied before the anticipated shareholder vote on the Proposed Transaction, Renewable Energy
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`shareholders will be forced to make a voting decision on the Proposed Transaction without full
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`disclosure of all material information.
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`35.
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`In the event the Proposed Transaction is consummated, Plaintiff may seek to
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`recover damages resulting from Defendants’ misconduct.
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`1. Material Omissions Concerning Company Insiders’ Potential Conflicts of
`Interest
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`36.
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`The Proxy Statement omits material information concerning potential conflicts of
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`interest involving Company insiders.
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`37.
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`The Proxy Statement fails to sufficiently disclose the details of all employment-
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`related and compensation-related discussions and negotiations concerning the Company’s officers
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`and directors, particularly Defendant Warner, Renewable Energy’s CEO and a director who had
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`been actively negotiating the Proposed Transaction and who had received numerous offers during
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`the sales process to join Chevron’s board after the closing of the Proposed Transaction.
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`38.
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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.
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`39.
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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 the Sales Process Leading up to the Proposed
`Transaction
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`40.
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`The Proxy Statement omits material information concerning the sales process
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`leading up to the Proposed Transaction.
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`41.
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`The Proxy Statement provides that Renewable Energy entered into a mutual
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`confidentiality agreement with Company A in 2020.
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`42. With respect to the confidentiality agreement with Company A, the Proxy
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`Statement fails to disclose whether such agreement contained any provisions that could preclude
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`Company A from making a strategic or superior proposal to or for the Company.
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`43. Without this information, Renewable Energy shareholders may have the mistaken
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`belief that Company A is or was permitted to submit superior proposals for the Company, when in
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`fact they are or were contractually prohibited from doing so.
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`44.
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`This information is material because a reasonable Renewable Energy shareholder
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`would want to know, prior to voting their shares in connection with the Proposed Transaction,
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`whether potential buyers are or were foreclosed from submitting a strategic or superior proposal.
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`45.
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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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`3. Material Omissions Concerning Guggenheim’s Potential Conflicts of Interest
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`46.
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`As noted, on February 9, 2022, Guggenheim provided Renewable Energy “with a
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`customary memorandum disclosing certain of Guggenheim’s then-current and historical
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`relationships with Chevron and its affiliates.” Proxy Statement at 27. The Proxy Statement,
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`however, fails to disclose the details of such “then-current and historical relationships.”
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`47.
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`Rather, the Proxy Statement inconsistently states that “Guggenheim Securities has
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`not been previously engaged during the past two years by REG or Chevron to provide financial
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`advisory or investment banking services for which Guggenheim Securities received compensation,
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`. . .” Id. at 50. This statement omits material facts that are necessary to make the statement not
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`misleading since, as noted, Guggenheim had “then-current” relationships with Chevron and its
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`affiliates as of February 9, 2022.
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`48.
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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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`49.
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`The omission of the above-referenced information renders the Proxy Statement
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`materially incomplete and misleading. This information, if disclosed, would significantly alter the
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`total mix of information available to the Company’s shareholders.
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`4. Material Omissions Concerning Guggenheim’s Analyses
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`50.
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`In connection with the Proposed Transaction, the Proxy Statement omits material
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`information concerning analyses performed by Guggenheim.
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`51.
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`The Proxy Statement fails to disclose the following concerning Guggenheim’s
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`“Discounted Cash Flow Analysis”: (1) the individual inputs and assumptions underlying the (i)
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`range of discount rates of 8.25% to 10.25%, and (ii) perpetual growth rates of 0% to 2%; (2) the
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`terminal values; and (3) the line items underlying the projections utilized in the analysis.
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`52.
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`The Proxy Statement fails to disclose the following concerning Guggenheim’s
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`“Selected Precedent Merger and Acquisition Transactions Analysis”: (1) the value of each
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`transaction; and (2) the closing date of each transaction.
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`53. With respect to Guggenheim’s “Premiums Paid in Selected Precedent Merger and
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`Acquisition Transactions” analysis, the Proxy Statement fails to disclose: (1) the transactions
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`observed in the analysis; and (2) the premiums paid therein.
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`54. With respect to Guggenheim’s “Wall Street Equity Research Analyst Stock Price
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`Targets” analysis, the Proxy Statement fails to disclose: (1) the price targets observed in the
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`analysis; and (2) the sources thereof.
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`55.
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`The valuation methods, underlying assumptions, and key inputs used by
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`Guggenheim in rendering its purported fairness opinion must be fairly disclosed to the Company’s
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`shareholders. The description of Guggenheim’s fairness opinion and analyses, however, fails to
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`include key inputs and assumptions underlying those analyses.
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`56. Without the information described above, the Company’s shareholders are unable
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`to fully understand Guggenheim’s fairness opinion and analyses, and are thus unable to determine
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`how much weight, if any, to place on them in determining whether to vote for or against the
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`Proposed Transaction. This omitted information, if disclosed, would significantly alter the total
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`mix of information available to the Company’s shareholders.
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`5. Material Omissions Concerning Renewable Energy’s Financial Projections
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`57.
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`The Proxy Statement omits material information concerning Renewable Energy’s
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`financial projections.
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`58. With respect to each set of Renewable Energy’s financial projections, the Proxy
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`Statement fails to disclose: (1) all line items underlying revenue, Adjusted EBITDA, Adjusted
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`EBITDA after SBC, and Unlevered Free Cash Flow; (2) the Company’s net income projections;
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`and (3) a reconciliation of all non-GAAP to GAAP metrics.
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`59.
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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 vote for or against the
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`Proposed Transaction.
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`60.
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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(a) and Rule 14a-9 Promulgated Thereunder
`Against All Defendants
`Plaintiff repeats and realleges each and every allegation contained above as if fully
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`61.
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`set forth herein.
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`62.
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`During the relevant period, Defendants, individually and in concert, directly or
`
`indirectly, disseminated or approved the false and misleading Proxy Statement specified above,
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`which failed to disclose material facts necessary in order to make the statements made, in light of
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`the circumstances under which they were made, not misleading, in violation of Section 14(a) of
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`the Exchange Act and Rule 14a-9 promulgated thereunder by the SEC.
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`63.
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`Each of the Individual Defendants, by virtue of his/her positions within the
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`Company as officers and/or directors, were aware of the omitted information but failed to disclose
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`such information, in violation of Section 14(a) of the Exchange Act. Defendants, by use of the
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`mails and means and instrumentalities of interstate commerce, solicited and/or permitted the use
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`of their names to file and disseminate the Proxy Statement with respect to the Proposed
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`Transaction. The Defendants were, at minimum, negligent in filing the materially false and
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`misleading Proxy Statement.
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`64.
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`The false and misleading statements and omissions in the Proxy Statement are
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`material in that a reasonable shareholder would consider them important in deciding how to vote
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`on the Proposed Transaction.
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`65.
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`By reason of the foregoing, Defendants have violated Section 14(a) of the Exchange
`
`Act and Rule 14a-9 promulgated thereunder.
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`66.
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`Because of the false and misleading statements and omissions in the Proxy
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`Statement, Plaintiff is threatened with irreparable harm.
`
`COUNT II
`Violations of Section 20(a) of the Exchange Act
`Against the Individual Defendants
`
`Plaintiff repeats and realleges each and every allegation contained in the foregoing
`
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`67.
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`paragraphs as if fully set forth herein.
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`68.
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`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 Proxy
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`Statement filed with the SEC, they had the power to and did influence and control, directly or
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`indirectly, the decision-making of the Company, including the content and dissemination of the
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`false and misleading Proxy Statement.
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`69.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the Proxy Statement and other statements alleged by Plaintiff to be misleading prior to
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`and/or shortly after these statements were issued and had the ability to prevent the issuance of the
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`statements or cause the statements to be corrected. As officers and/or directors of a publicly owned
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`company, the Individual Defendants had a duty to disseminate accurate and truthful information
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`with respect to the Proxy Statement, and to correct promptly any public statements issued by the
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`Company which were or had become materially false or misleading.
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`70.
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`In particular, each of the Individual Defendants had direct and supervisory
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`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 Proxy Statement and had the ability to prevent the issuance of the statements
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`or to cause the statements to be corrected. The Proxy Statement at issue contains the
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`recommendation of the Individual Defendants to approve the Proposed Transaction. Thus, the
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`Individual Defendants were directly involved in the making of the Proxy Statement.
`
`71.
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`In addition, as the Proxy Statement sets forth at length, and as described herein, the
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`Individual Defendants were involved in negotiating, reviewing, and approving the Proposed
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`Transaction. The Proxy Statement purports to describe the various issues and information that they
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`reviewed and considered—descriptions which had input from the Individual Defendants.
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`72.
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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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`73.
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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 Section 14(a) and Rule 14a-9
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`promulgated thereunder, by their acts and omissions as alleged herein. By virtue of their positions
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`as controlling persons, the Individual Defendants are liable pursuant to Section 20(a) of the
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`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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`any vote on the Proposed Transaction, unless and until Defendants disclose and disseminate the
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`material information identified above to Company shareholders;
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`14
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`Case 1:22-cv-01854 Document 1 Filed 04/03/22 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 rescissory damages;
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`C.
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`Declaring that Defendants violated Sections 14(a) and 20(a) of the Exchange Act,
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`and Rule 14a-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 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: April 3, 2022
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` Respectfully submitted,
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`HALPER SADEH LLP
`
`/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
`
`Counsel for Plaintiff
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`15
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