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Registration Statement

KemPharm Logo

This securities class action alleges that KemPharm should have considered Food and Drug Administration (FDA) guidance when designing studies for its lead product candidate, an opioid painkiller the company hoped would be labeled as abuse-deterrent. Ignoring those guidelines, the complaint says, made it unlikely that the drug would get the approval it needed and made the Registration Statement for its initial public offering (IPO) false or misleading.

ZTO Express Truck

Chinese company ZTO Express (Cayman) Inc. held a public offering of American Depository Shares (ADSs) in October 2016 at which it sold over 72 million ADSs. But the complaint for this class action alleges that the company both made untrue statements and omitted material facts in its Registration Statement, violating the Securities Act of 1933. The company claimed to have a high operating margin, partly due to a “highly scalable network partner model” and talked about tremendous growth. But the complaint claims that the “network partners” handled the low-margin pickup and delivery services, which were kept off ZTO’s books, while ZTO claimed only the more profitable core hub operations.

Lit Board with Figures

Bay Bancorp, Inc. has entered into a merger agreement under which it would be acquired by Old Line Bancshares, Inc., but the complaint for this class action alleges a large number of material omissions from the Form S-4 Registration Statement filed by the company with the Securities and Exchange Commission (SEC). These omissions, it says, are violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. The complaint claims that the omissions include financial information, conflicts of interest, information on confidentiality agreements and other potential offers for the company, and details related to the board’s vote on the merger agreement. 

Impax Laboratories Building

On October 17, 2017, Impax Laboratories, Inc. entered into a complex merger agreement with Amneal Pharmaceuticals, but the complaint for this class action says that the Registration Statement for the transaction is deficient and violates Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. The omissions include the bases for financial projections and analyses, the involvement of another financial advisor, and the background and process of the proposed transaction.

Image of Shoppers with Chinese Characters for Qudian

Eight underwriters were involved in Qudian’s initial public offering (IPO), but the complaint for this class action claims that the Registration Statement they caused to be filed was misleading, omitting critical information in two respects, (1) in discussing the company’s collection practices and (2) in discussing its data systems and procedures. The complaint alleges that the data collection practices were insufficient and virtually nonexistent, and that the data security systems were inadequate, so that security breaches had already occurred. 

Tintri Logo

When Tintri, Inc. decided to go public, it made the required filings of Registration Statement and Prospectus with the Securities and Exchange Commission (SEC). The initial public offering (IPO) raised $60 million for the company, but the complaint for this class action claims the filings contained false and misleading statements, in violation of Sections 11 and 15 of the Securities Exchange Act of 1934.

Capella University Logo

Capella Education Company is a multi-armed entity that focuses on online degree and non-degree learning, serving tens of thousands of students in all fifty states and fifty-four countries. But the complaint for this class action questions whether the Registration Statement for its proposed merger with Strayer Education provides stockholders with enough information to evaluate the transaction. First, the complaint details missing items, inputs, assumptions, and figures that allegedly calls into question Capella’s and Strayer’s financial projections and sections of the Registration Statement. Second, the complaint claims that the Registration Statement doesn’t provide sufficient information on potential conflicts of interest for Capella’s officers and directors.

Logos of Companies in Proposed Merger

The Proposed Transaction that USAmeriBancorp negotiated to merge with Valley National Bankcorp says that USAmeriBancorp stockholders will receive 6.1 shares of Valley for each of their shares of USAmeriBancorp, provided that Valley’s stock does not fall below a certain share price. But is this fair? The complaint for this class action claims that it is not possible for shareholders to evaluate the transaction because the Registration Statement omits too much information, including such things as the figures used in projections and evaluations and the details of negotiations for new positions for the company’s CEO and others.

OvaScience Logo

With women preferring to have children at later ages, successful fertility treatments are a promising product, even for a company that has not yet earned any revenue. According to the complaint, however, OvaScience, Inc. made misrepresentations about its Augment procedure in the Registration Statement for its initial public offering (IPO), in violation of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933. The complaint claims that, among other things, the company tried to avoid FDA regulation, used too small a sample size and a flawed study design, and tried to claim a success rate that the study did not in fact show.

Sin in a Tin Chocolate Pate Dessert

Inventure Foods, Inc. makes foods in the “better-for-you” as well as the “indulgent” categories, and Utz Quality Foods, LLC has extended a tender offer for the company as of October 26, 2017. However, the complaint claims that the company’s Schedule 14D-9 on the tender offer, filed with the Securities and Exchange Commission (SEC), omits material information, in violation of Sections 14(d), 14(e), and 20(a) of the Securities Exchange Act of 1934. The tender off expires on December 13, yet the complaint claims that the 14D-9 omits material information, particularly in calculations by financial advisor Rothschild, preventing shareholders from being able to fairly evaluate the offer.

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