Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 1 of 15
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`Civil Action No. 22-cv-3647
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`COMPLAINT FOR VIOLATIONS OF
`SECTIONS 14(a) AND 20(a) OF THE
`SECURITIES EXCHANGE ACT OF
`1934
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`JURY TRIAL DEMANDED
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
`
`--------------------------------------------------------
`RYAN O’DELL,
`
`
`Plaintiff,
`
`
`v.
`
`SIERRA ONCOLOGY, INC., ROBERT
`PELZER, GAURAV AGGARWAL, M.D.,
`ANDREW ALLEN, M.D., PH.D., MONA
`ASHIYA, PH.D., CRAIG COLLARD,
`JEFFREY H. COOPER, MBA, STEPHEN G.
`DILLY, MBBS, PH.D., GEORGIA ERBEZ,
`CHRISTY OLIGER, and ANDREW
`SINCLAIR, PH.D.,
`
`
`Defendants.
`--------------------------------------------------------
`
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`Ryan O’Dell (“Plaintiff”), by and through his attorneys, alleges the following upon
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`information and belief, including investigation of counsel and review of publicly-available
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`information, except as to those allegations pertaining to Plaintiff, which are alleged upon personal
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`knowledge:
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`1.
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`This is an action brought by Plaintiff against Sierra Oncology, Inc. (“Sierra
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`Oncology or the “Company”) and the members Sierra Oncology’s board of directors (the “Board”
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`or the “Individual Defendants” and collectively with the Company, the “Defendants”) for their
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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), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9 and 17 C.F.R. §
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`244.100, in connection with the proposed acquisition of Sierra Oncology by affiliates of
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`GlaxoSmithKline plc (“GSK”).
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`

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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 2 of 15
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`2.
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`Defendants have violated the above-referenced sections of the Exchange Act by
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`causing a materially incomplete and misleading Preliminary Proxy Statement on Schedule 14A
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`(the “Proxy Statement”) to be filed on May 2, 2022 with the United States Securities and Exchange
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`Commission (“SEC”) and disseminated to Company stockholders. The Proxy Statement
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`recommends that Company stockholders vote in favor of a proposed transaction whereby the
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`Orikum Acquisition Inc. (“Merger Sub”), a wholly-owned subsidiary of GSK, will merge with and
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`into Sierra Oncology with Sierra Oncology surviving as a wholly-owned subsidiary of GSK (the
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`“Proposed Transaction”). Pursuant to the terms of the definitive agreement and plan of merger the
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`companies entered into on April 12, 2022 (the “Merger Agreement”), each Sierra Oncology
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`stockholder will receive $55.00 in cash (the “Merger Consideration”) for each Sierra Oncology
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`share owned.
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`1.
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`As discussed below, Defendants have asked Sierra Oncology’s stockholders to
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`support the Proposed Transaction based upon the materially incomplete and misleading
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`representations and information contained in the Proxy Statement, in violation of Sections 14(a)
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`and 20(a) of the Exchange Act. Specifically, the Proxy Statement contains materially incomplete
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`and misleading information concerning the analyses performed by the Company’s financial
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`advisor, Lazard Frères & Co. LLC (“Lazard”) in support of its fairness opinion.
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`2.
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`It is imperative that the material information that has been omitted from the Proxy
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`Statement is disclosed to the Company’s stockholders prior to the forthcoming stockholder vote
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`so that they can properly exercise their corporate suffrage rights.
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`3.
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`For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin
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`Defendants from taking any steps to consummate the Proposed Transaction unless and until the
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`material information discussed below is disclosed to Sierra Oncology’s stockholders or, in the
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`2
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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 3 of 15
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`event the Proposed Transaction is consummated, to recover damages resulting from the
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`Defendants’ violations of the Exchange Act.
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`JURISDICTION AND VENUE
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`4.
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`This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange
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`Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges
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`violations of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9.
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`5.
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`Personal jurisdiction exists over each Defendant either because the Defendant
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`conducts business in or maintains operations in this District, or is an individual who is either
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`present in this District for jurisdictional purposes or has sufficient minimum contacts with this
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`District as to render the exercise of jurisdiction over Defendant by this Court permissible under
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`traditional notions of fair play and substantial justice.
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`6.
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`Venue is proper in this District under Section 27 of the Exchange Act, 15 U.S.C. §
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`78aa, as well as under 28 U.S.C. § 1391, because Plaintiff resides in this District.
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`PARTIES
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`7.
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`Plaintiff is, and has been at all relevant times, the owner of Sierra Oncology stocks
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`and has held such stocks since prior to the wrongs complained of herein.
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`2015.
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`8.
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`9.
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`Individual Defendant Robert Pelzer has served as a member of the Board since May
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`Individual Defendant Gaurav Aggarwal, M.D. has served as a member of the Board
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`since November 2019.
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`10.
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`Individual Defendant Andrew Allen, M.D., Ph.D. has served as a member of the
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`Board since October 2017.
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`11.
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`Individual Defendant Mona Ashiya, Ph.D. has served as a member of the Board
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`since November 2019.
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`3
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`12.
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`Individual Defendant Craig Collard has served as a member of the Board since May
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`2020.
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`13.
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`Individual Defendant Jeffrey H. Cooper, MBA has served as a member of the Board
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`since March 2016.
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`14.
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`Individual Defendant Stephen G. Dilly, MBBS, Ph.D. has served as a member of
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`the Board since June 2020 and is the Company’s President and Chief Executive Officer of the
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`Company.
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`15.
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`Individual Defendant Georgia Erbez has served as a member of the Board since
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`June 2021.
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`16.
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`Individual Defendant Christy Oliger has served as a member of the Board since
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`June 2021.
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`17.
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`Individual Defendant Andrew Sinclair, Ph.D. has served as a member of the Board
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`since November 2019.
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`18.
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`Defendant Sierra Oncology is a Delaware corporation and maintains its principal
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`offices at 1820 Gateway Drive, Suite 110, San Mateo, California 94404. The Company’s stock
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`trades on the NASDAQ Global Market under the symbol “SRRA.”
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`19.
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`The defendants identified in paragraphs 10-17 are collectively referred to as the
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`“Individual Defendants” or the “Board.”
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`20.
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`The defendants identified in paragraphs 10-18 are collectively referred to as the
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`“Defendants.”
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`SUBSTANTIVE ALLEGATIONS
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`A.
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`The Proposed Transaction
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`21.
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`Sierra Oncology, a late-stage biopharmaceutical company, engages in researching,
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`developing, and commercializing therapies for the treatment of patients with hematology and
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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 5 of 15
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`oncology needs. Its lead drug candidate, momelotinib, is a selective and orally bioavailable Janus
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`kinase 1 (JAK 1), JAK2, and Activin A receptor type 1 (ACVR1) inhibitor. The Company also
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`develops SRA515, a selective bromodomain-containing protein 4 inhibitor; and SRA737, an orally
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`bioavailable small molecule inhibitor of Checkpoint kinase 1. It has the license agreements with
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`Carna Biosciences, Inc. to develop and commercialize SRA141, a small molecule kinase inhibitor
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`targeting Cdc7; AstraZeneca AB; and CRT Pioneer Fund LP. The Company was formerly known
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`as ProNAi Therapeutics, Inc. and changed its name to Sierra Oncology, Inc. in January 2017.
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`Sierra Oncology was incorporated in 2003 and is headquartered in San Mateo, California.
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`22.
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`On April 13, 2022, the Company and GSK jointly announced the Proposed
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`Transaction:
`
`plc
`WIRE)-- GlaxoSmithKline
`LONDON--(BUSINESS
`(LSE/NYSE: GSK) and Sierra Oncology, Inc (Nasdaq: SRRA)
`today announced that the companies have entered into an agreement
`under which GSK will acquire Sierra Oncology, a California-based,
`late-stage biopharmaceutical company focused on targeted therapies
`for the treatment of rare forms of cancer, for $55 per share of
`common stock in cash representing an approximate total equity
`value of $1.9 billion (£1.5 billion).
`
`Myelofibrosis is a fatal cancer of the bone marrow impacting the
`normal production of blood cells. Anaemia represents a high unmet
`medical need in patients with myelofibrosis. At diagnosis,
`approximately 40% of patients are already anaemic, and it is
`estimated
`that nearly all patients will eventually develop
`anaemia.1,2 Patients treated with the most commonly used JAK
`inhibitor will often require transfusions, and more than 30% will
`discontinue treatment due to anaemia.3 Anaemia and transfusion
`dependence are strongly correlated with poor prognosis and
`decreased overall survival.4
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`Momelotinib has a differentiated mode of action with inhibitory
`activity along key signalling pathways. This activity may lead to
`beneficial treatment effects on anaemia and reduce the need for
`transfusions while also treating symptoms. In January 2022, Sierra
`Oncology
`announced positive
`topline
`results
`from
`the
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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 6 of 15
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`MOMENTUM phase III trial. The study met all its primary and key
`secondary endpoints, demonstrating that momelotinib achieved a
`statistically significant and clinically meaningful benefit on
`symptoms, splenic response, and anaemia.
`
`Luke Miels, Chief Commercial Officer, GSK said: “Sierra
`Oncology complements our commercial and medical expertise in
`haematology. Momelotinib offers a differentiated treatment option
`that could address the significant unmet medical needs of
`myelofibrosis patients with anaemia, the major reason patients
`discontinue treatment. With this proposed acquisition, we have the
`opportunity to potentially bring meaningful new benefits to patients
`and further strengthen our portfolio of specialty medicines.”
`
`Stephen Dilly, MBBS, PhD, President and Chief Executive
`Officer, Sierra Oncology said: “Uniting with GSK creates the best
`opportunity for Sierra Oncology to realise its mission of delivering
`targeted therapies that treat rare forms of cancer while also
`delivering compelling and certain value for our stockholders. Now
`we have a partner with a global infrastructure and oncology
`expertise that enables us to deliver momelotinib to patients as
`quickly as possible and on a global scale.”
`
`GSK’s Blenrep (belantamab
`complements
`Momelotinib
`mafodotin), building on GSK’s commercial and medical expertise
`in haematology. The proposed acquisition aligns with GSK’s
`strategy of building a strong portfolio of new specialty medicines
`and vaccines. If the transaction is completed and momelotinib is
`approved by regulatory authorities, GSK expects momelotinib will
`contribute to GSK’s growing specialty medicines business, with
`sales expected to begin in 2023, with significant growth potential
`and a positive benefit to the Group’s adjusted operating margin in
`the medium term.
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`Financial considerations
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`Under the terms of the agreement, the acquisition will be effected
`through a one-step merger in which the shares of Sierra Oncology
`outstanding will be cancelled and converted into the right to receive
`$55 per share in cash. Subject to customary conditions, including
`the approval of the merger by at least a majority of the issued and
`outstanding shares of Sierra Oncology, and the expiration or earlier
`termination of the waiting period under the Hart-Scott-Rodino
`Antitrust Improvements Act of 1976, the transaction is expected to
`close in the third quarter of 2022 or before.
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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 7 of 15
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`The per share price represents a premium of approximately 39 per
`cent to Sierra Oncology’s closing stock price on 12 April 2022 and
`a premium of approximately 63 per cent to Sierra’s volume-
`weighted average price (VWAP) over the last 30 trading days. Sierra
`Oncology’s Board of Directors has unanimously recommended that
`Sierra’s stockholders vote in favour of the approval of the merger.
`Additionally,
`stockholders
`of Sierra Oncology
`holding
`approximately 28 per cent of Sierra’s outstanding shares, have
`agreed to vote their shares in favour of approval of the merger.
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`GSK will account for the transaction as a business combination and
`expects it to be accretive to adjusted EPS in 2024, the expected first
`full year of momelotinib’s sales. New GSK reaffirms its full-year
`2022 guidance, the medium-term outlook for 2021-2026 of more
`than 5% sales and 10% adjusted operating profit CAGR* at CER**,
`and long-term sales ambition.
`
`The value of the gross assets of Sierra Oncology to be acquired (as
`of 31 December 2021) is $109 million (£83 million at the rate of £1
`= $1.312, being the 31 March 2022 spot rate). The net losses of the
`business were $95 million for the 12 months ended 31 December
`2021 (£70 million, at the rate of £1 = $1.38, being the average rate
`for the period).
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`* CAGR: Compound Annual Growth Rate; **CER: Constant
`Exchange Rate
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`Advisors
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`PJT Partners is acting as financial advisor and Cleary Gottlieb Steen
`& Hamilton LLP is serving as legal counsel to GSK in connection
`with the transaction. Lazard is acting as financial advisor and
`Wilson Sonsini Goodrich & Rosati is serving as legal counsel to
`Sierra Oncology.
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`* * *
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`23.
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`The Board has unanimously agreed to the Proposed Transaction. It is therefore
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`
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`imperative that Sierra Oncology’s stockholders are provided with the material information that has
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`been omitted from the Proxy Statement, so that they can meaningfully assess whether or not the
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`Proposed Transaction is in their best interests prior to the forthcoming stockholder vote.
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`7
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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 8 of 15
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`B.
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`The Materially Incomplete and Misleading Proxy Statement
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`24.
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`On May 2, 2022, Sierra Oncology filed the Proxy Statement with the SEC in
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`connection with the Proposed Transaction. The Proxy Statement was furnished to the Company’s
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`stockholders and solicits the stockholders to vote in favor of the Proposed Transaction. The
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`Individual Defendants were obligated to carefully review the Proxy Statement before it was filed
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`with the SEC and disseminated to the Company’s stockholders to ensure that it did not contain any
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`material misrepresentations or omissions. However, the Proxy Statement misrepresents and/or
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`omits material information that is necessary for the Company’s stockholders to make an informed
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`decision concerning whether to vote in favor of the Proposed Transaction, in violation of Sections
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`14(a) and 20(a) of the Exchange Act.
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`Omissions and/or Material Misrepresentations Concerning Financial Projections
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`25.
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`The Proxy Statement fails to provide material information concerning financial
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`projections by Sierra Oncology management and relied upon by Lazard in its analyses. The Proxy
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`Statement discloses management-prepared financial projections for the Company which are
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`materially misleading. The Proxy Statement indicates that in connection with the rendering of its
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`fairness opinion, that the Company prepared certain non-public financial forecasts (the “Company
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`Projections”) and provided them to the Board and Lazard with forming a view about the stand-
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`alone valuation of the Company. Accordingly, the Proxy Statement should have, but fails to
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`provide, certain information in the projections that Sierra Oncology management provided to the
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`Board and the Financial Advisors. Courts have uniformly stated that “projections … are probably
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`among the most highly-prized disclosures by investors. Investors can come up with their own
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`estimates of discount rates or [] market multiples. What they cannot hope to do is replicate
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`management’s inside view of the company’s prospects.” In re Netsmart Techs., Inc. S’holders
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`Litig., 924 A.2d 171, 201-203 (Del. Ch. 2007).
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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 9 of 15
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`26.
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`For the Company Projections, the Proxy Statement provides values for non-GAAP
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`(Generally Accepted Accounting Principles) financial metrics: EBIT and Unlevered Free Cash
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`Flow, but fails to provide line items used to calculate the metrics and/or a reconciliation of the
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`non-GAAP metrics to their most comparable GAAP measures, in direct violation of Regulation G
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`and consequently Section 14(a).
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`27. When a company discloses non-GAAP financial measures in a Proxy Statement
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`that were relied on by a board of directors to recommend that stockholders exercise their corporate
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`suffrage rights in a particular manner, the company must, pursuant to SEC regulatory mandates,
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`also disclose all projections and information necessary to make the non-GAAP measures 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 measure disclosed or released with
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`the most comparable financial measure or measures calculated and presented in accordance with
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`GAAP. 17 C.F.R. § 244.100.
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`28.
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`The SEC has noted that:
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`companies should be aware that this measure does not have a
`uniform definition and its title does not describe how it is calculated.
`Accordingly, a clear description of how this measure is calculated,
`as well as the necessary reconciliation, should accompany the
`measure where
`it
`is used. Companies should also avoid
`inappropriate or potentially misleading
`inferences about
`its
`usefulness. For example, "free cash flow" should not be used in a
`manner that inappropriately implies that the measure represents the
`residual cash flow available for discretionary expenditures, since
`many companies have mandatory debt service requirements or other
`non-discretionary expenditures that are not deducted from the
`measure.1
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`
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`1 U.S. Securities and Exchange Commission, Non-GAAP Financial Measures, last updated April
`4, 2018, available at: https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm
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`29.
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`Thus, to cure the Proxy Statement and the materially misleading nature of the
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`forecasts under SEC Rule 14a-9 as a result of the omitted information in the Proxy Statement,
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`Defendants must provide a reconciliation table of the non-GAAP measures to the most comparable
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`GAAP measures to make the non-GAAP metrics included in the Proxy Statement not misleading.
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`Omissions and/or Material Misrepresentations Concerning Financial Analyses
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`30. With respect to Lazard’s Discounted Cash Flow Analysis, the Proxy Statement fails
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`to disclose: (i) the range of enterprise values for Sierra Oncology; (iii) the inputs and assumptions
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`underlying the use of terminal growth rate range of (50%) – (30%); (iv) the inputs and assumptions
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`underlying the use of the range of discount rates of 10.0% to 12.0%; (v) the Company’s weighted
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`average cost of capital; (vi) estimated net cash of Sierra Oncology at March 31, 2022; and (vii) the
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`number of fully diluted shares of Company common stock outstanding as of April 8, 2022.
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`31. With respect to Lazard’s Selected Public Companies Analysis, the Proxy Statement
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`fails to disclose the financial metrics and multiples for each company selected for the analysis.
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`32. With respect to Lazard’s Precedent Transaction Multiples Analysis, the Proxy
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`Statement fails to disclose the financial metrics and multiples for each transaction selected for the
`
`analysis.
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`33. With respect to Lazard’s Premia Paid Analysis, the Proxy Statement fails to
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`disclose the transactions selected and the premia paid for those transactions.
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`34. With respect to Lazard’s Research Analyst Price Targets, the Proxy Statement fails
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`to disclose the equity research analysts and their target stock prices.
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`35.
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`In sum, the omission of the above-referenced information renders statements in the
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`Proxy Statement materially incomplete and misleading in contravention of the Exchange Act.
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`Absent disclosure of the foregoing material information prior to the special stockholder meeting
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`10
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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 11 of 15
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`to vote on the Proposed Transaction, Plaintiff will be unable to make a fully-informed decision
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`regarding whether to vote in favor of the Proposed Transaction, and he is thus threatened with
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`irreparable harm, warranting the injunctive relief sought herein.
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`CLAIMS FOR RELIEF
`
`COUNT I
`
`On Behalf of Plaintiff Against All Defendants for Violations of
`Section 14(a) of the Exchange Act and Rule 14a-9 and 17 C.F.R. § 244.100
`
`36.
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
`
`
`
`herein.
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`37.
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`Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange
`
`Act, provides that proxy communications with stockholders shall not contain “any statement
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`which, at the time and in the light of the circumstances under which it is made, is false or
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`misleading with respect to any material fact, or which omits to state any material fact necessary in
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`order to make the statements therein not false or misleading.” 17 C.F.R. § 240.14a-9.
`
`38.
`
`Defendants have issued the Proxy Statement with the intention of soliciting
`
`stockholder support for the Proposed Transaction. Each of the Defendants reviewed and
`
`authorized the dissemination of the Proxy Statement and the use of their name in the Proxy
`
`Statement, which fails to provide critical information regarding, among other things, the financial
`
`projections that were prepared by the Company and relied upon by the Board in recommending
`
`the Company’s stockholders vote in favor of the Proposed Transaction.
`
`39.
`
`In so doing, Defendants made untrue statements of fact and/or omitted material
`
`facts necessary to make the statements made not misleading. Each of the Individual Defendants,
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`by virtue of their roles as officers and/or directors, were aware of the omitted information but failed
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`to disclose such information, in violation of Section 14(a). The Individual Defendants were
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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 12 of 15
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`therefore negligent, as they had reasonable grounds to believe material facts existed that were
`
`misstated or omitted from the Proxy Statement, but nonetheless failed to obtain and disclose such
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`information to stockholders although they could have done so without extraordinary effort.
`
`40.
`
`Defendants were, at the very least, negligent in preparing and reviewing the Proxy
`
`Statement. The preparation of a Proxy Statement by corporate insiders containing materially false
`
`or misleading statements or omitting a material fact constitutes negligence. Defendants were
`
`negligent in choosing to omit material information from the Proxy Statement or failing to notice
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`the material omissions in the Proxy Statement upon reviewing it, which they were required to do
`
`carefully. Indeed, Defendants were intricately involved in the process leading up to the signing of
`
`the Merger Agreement and the preparation and review of strategic alternatives.
`
`41.
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`The misrepresentations and omissions in the Proxy Statement are material to
`
`Plaintiff, who will be deprived of his right to cast an informed vote if such misrepresentations and
`
`omissions are not corrected prior to the vote on the Proposed Transaction. Plaintiff has no adequate
`
`remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff be fully
`
`protected from the immediate and irreparable injury that Defendants’ actions threaten to inflict.
`
`COUNT II
`
`On Behalf of Plaintiff Against the Individual Defendants for Violations of Section 20(a) of
`the Exchange Act
`
`Plaintiff incorporates each and every allegation set forth above as if fully set forth
`
`42.
`
`herein.
`
`43.
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`The Individual Defendants acted as controlling persons of Sierra Oncology within
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`the meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions
`
`as directors of Sierra Oncology, and participation in and/or awareness of the Company’s operations
`
`and/or intimate knowledge of the incomplete and misleading statements contained in the Proxy
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`12
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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 13 of 15
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`Statement filed with the SEC, they had the power to influence and control and did influence and
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`control, directly or indirectly, the decision making of Sierra Oncology, including the content and
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`dissemination of the various statements that Plaintiff contends are materially incomplete and
`
`misleading.
`
`44.
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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
`
`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.
`
`45.
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`In particular, each of the Individual Defendants had direct and supervisory
`
`involvement in the day-to-day operations of Sierra Oncology, and, therefore, is presumed to have
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`had the power to control or influence the particular transactions giving rise to the Exchange Act
`
`violations alleged herein, and exercised the same. The omitted information identified above was
`
`reviewed by the Board prior to voting on the Proposed Transaction. The Proxy Statement at issue
`
`contains the unanimous recommendation of the Board to approve the Proposed Transaction. The
`
`Individual Defendants were thus directly involved in the making of the Proxy Statement.
`
`46.
`
`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 Merger
`
`Agreement. The Proxy Statement purports to describe the various issues and information that the
`
`Individual Defendants reviewed and considered. The Individual Defendants participated in
`
`drafting and/or gave their input on the content of those descriptions.
`
`47.
`
`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
`
`of the Exchange Act.
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`48.
`
`As set forth above, the Individual Defendants had the ability to exercise control
`
`over and did control a person or persons who have each violated Section 14(a) and Rule 14a-9, by
`
`their acts and omissions as alleged herein. By virtue of their positions as controlling persons, these
`
`defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate
`
`result of Individual Defendants’ conduct, Plaintiff will be irreparably harmed.
`
`49.
`
`Plaintiff has no adequate remedy at law. Only through the exercise of this Court’s
`
`equitable powers can Plaintiff be fully protected from the immediate and irreparable injury that
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`Defendants’ actions threaten to inflict.
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`RELIEF REQUESTED
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`WHEREFORE, Plaintiff demands injunctive relief in his favor and against the Defendants
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`jointly and severally, as follows:
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`A.
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`Preliminarily and permanently enjoining Defendants and their counsel, agents,
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`employees and all persons acting under, in concert with, or for them, from proceeding with,
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`consummating, or closing the Proposed Transaction, unless and until Defendants disclose the
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`material information identified above which has been omitted from the Proxy Statement;
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`B.
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`Rescinding, to the extent already implemented, the Merger Agreement or any of
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`the terms thereof, or granting Plaintiff rescissory damages;
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`C.
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`Directing the Defendants to account to Plaintiff for all damages suffered as a result
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`of their wrongdoing;
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`D.
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`Awarding Plaintiff the costs and disbursements of this action, including reasonable
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`attorneys’ and expert fees and expenses; and
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`E.
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`Granting such other and further equitable relief as this Court may deem just and
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`proper.
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`14
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`Case 1:22-cv-03647 Document 1 Filed 05/05/22 Page 15 of 15
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`JURY DEMAND
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`Plaintiff demands a trial by jury.
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`Dated: May 3, 2022
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`By:
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`MELWANI & CHAN LLP
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`/s/ Gloria Kui Melwani
`Gloria Kui Melwani
`1180 Avenue of the Americas, 8th Fl.
`New York, NY 10036
`Telephone: (212) 382-4620
`Email: gloria@melwanichan.com
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`Attorneys for Plaintiff
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`15
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