Alfi provides interactive artificial intelligence and machine learning software solutions. On January 8, 2021, Alfi filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) in connection with the IPO, which, after several amendments, was declared effective by the SEC on May 3, 2021 (the “Registration Statement”). On May 5, 2021, Alfi filed a prospectus on Form 424B4 with the SEC in connection with the IPO, which formed part of the Registration Statement (the “Prospectus” and, together with the Registration Statement, the “Offering Documents”). Pursuant to the Offering Documents, Alfi conducted the IPO, selling approximately 3.7 million shares of common stock, and approximately 3.7 million warrants, to the public at the Offering price of $4.15 per both share and warrant for approximate proceeds to the Company of $14 million after applicable underwriting discounts and commissions, and before expenses. The complaint alleges that the Offering Documents were negligently prepared and, as a result, contained untrue statements of material fact or omitted to state other facts necessary to make the statements made not misleading and were not prepared in accordance with the rules and regulations governing their preparation. The complaint also alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and compliance policies. Specifically, the Offering Documents and Defendants made false and/or misleading statements and/or failed to disclose that: (i) Alfi maintained deficient disclosure controls and procedures and internal control over financial reporting; (ii) as a result, the Company and its employees could and did engage in corporate transactions and other matters without sufficient and appropriate consultation with or approval by the Company’s Board of Directors (the “Board”); (iii) all the foregoing increased the risk of internal and regulatory investigations into the Company and its employees; (iv) all the foregoing, once revealed, was likely to have a material negative impact on the Company’s reputation, financial condition, and ability to timely file periodic reports with the SEC; and (v) as a result, the Company’s public statements were materially false and misleading at all relevant times. On October 28, 2021, Alfi disclosed in an SEC filing that, on October 22, 2021, the Board had placed Chief Executive Officer (“CEO”) Paul Antonio Pereira (“P. Pereira”), Chief Technology Officer Charles Raglan Pereira (“C. Pereira”), and Chief Financial Officer (“CFO”) Dennis McIntosh (“McIntosh”) “on paid administrative leave and authorized an independent internal investigation regarding certain corporate transactions and other matters.” That filing further disclosed, among other changes, that on October 22, 2021, the Board had appointed a new interim CEO and Chairman of the Board, and that “[o]n October 28, 2021, Mr. C. Pereira’s employment with the Company was terminated.” On this news, Alfi’s stock price fell $1.24 per share, or 21.91%, to close at $4.42 per share on October 29, 2021. On November 1, 2021, Alfi disclosed in another SEC filing, among other matters, that the Company’s Chair of the Audit Committee had resigned from the Board, and details concerning the corporate transactions and matters that had precipitated the internal investigation into P. Pereira, C. Pereira, and McIntosh. According to that filing, the internal investigation resulted from “the Company’s purchase of a condominium for a purchase price of approximately $1.1 million” and “the Company’s commitment to sponsor a sports tournament in the amount of $640,000,” both of which “were undertaken by the Company’s management without sufficient and appropriate consultation with or approval by the Board.” Then, on November 15, 2021, Alfi disclosed that it “received a letter from the staff of the [SEC] indicating that the Company, its affiliates and agents may possess documents and data relevant to an ongoing investigation being conducted by the staff of the SEC” and “that such documents and data should be reasonably preserved and retained until further notice.” According to Alfi, “[t]he materials to be preserved and retained include documents and data created on or after April 1, 2018 that[,]” among other things, “were created, modified or accessed by certain named former and current officers and directors of the Company or any other officer or director of the Company” or “relate or refer to the condominium or the sports tournament sponsorship identified in the Company’s Current Report on Form 8-K filed on November 1, 2021, or financial reporting and disclosure controls, policies or procedures.” Also on November 15, 2021, Alfi announced “that Louis A. Almerini, CPA, has been appointed by the [Board] to serve as interim [CFO], effective November 8, 2021.” Finally, on November 16, 2021, Alfi filed a notice of its inability to timely file its quarterly report on Form 10-Q with the SEC for the quarter ended September 30, 2021 (the “3Q21 10-Q”). That filing cited, inter alia, “recent changes in the Company’s [CEO] and [CFO] and in the Chair of the Audit Committee” of the Board, as well as needing “a new independent registered public accounting firm,” as reasons for the Company’s inability to timely file the 3Q21 10-Q. Following these disclosures, the Company’s stock price fell $0.24 per share, or 5.21%, to close at $4.37 per share on November 16, 2021. As of the time the complaint was filed, the price of Alfi common stock and warrants were trading below the $4.15 per share Offering price, damaging investors.
The alleged class includes : All persons and entities other than Defendants that purchased or otherwise acquired: (a) Alfi common stock or warrants pursuant and/or traceable to the Offering Documents issued in connection with the Company’s initial public offering conducted on or about May 4, 202; and/or (b) Alfi securities between May 4, 2021 and November 15, 2021, both dates inclusive.
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