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(a) the published epitope mapping, structural studies, and sequence analyses which defendants had used to claim that ADG20, an investigational monoclonal antibody treatment for COVID-19, was effective against Omicron were insufficient, unreliable, and inadequate to make claims of effectiveness of ADG20 against Omicron; (b) defendants’ claims regarding ADG20’s efficacy against Omicron lacked a reasonable factual basis; and (c) ADG20 was over 300 times less effective against the Omicron variant as compared to its effectiveness against previous variants.

(1) defendants did not satisfy the mandatory conditions necessary to exempt them from registration under §3(a)(10) and permit the issuance and sale of unregistered Block Shares; (2) in violation of §§5(a) and (c) of the Securities Act, no registration statement has been filed with the U.S. Securities and Exchange Commission or been in effect with respect to these Block Shares issued, solicited, and sold by means of Block’s January 31, 2022 acquisition and stock-for-stock merger with Afterpay (the “Merger” or “Acquisition”); (3) in order to push the Acquisition through, defendants failed to comply with §3(a)(10)’s mandatory preconditions in several respects; and (4) defendants’ grossly negligent failures deprived the Supreme Court of New South Wales (“NSW Court”) of critical information necessary for any genuine appraisal of the Merger’s supposed “fairness,” and furthermore deprived plaintiff and other Afterpay shareholders of their statutory right to appear and present to the NSW Court the host of serious concerns and material (yet undisclosed) information ahead of the Merger.

(1) Allianz did not have effective internal controls; (2) Allianz’s subsidiary was involved in substantial fraudulent activity; (3) as a result, Allianz was at an increased risk of regulatory scrutiny; (4) as a result, Allianz was at an increased risk of substantial losses and financial costs; and (5) as a result, defendants’ public statements were materially false and misleading at all relevant times.

(1) Ryvyl downplayed serious issues with its internal controls; (2) Ryvyl’s financial statements for December 31, 2021 through and including interim periods ended September 30, June 30, and March 31, 2022 contained errors resulting in overstatements of revenue, assets, and stockholders’ equity and understatements of losses; (3) as a result, Ryvyl would need to restate its previously issued financial statements for those periods; and (4) as a result, defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times.

(i) Honda had overstated the safety and effectiveness of the Idle Stop engine feature; (ii) Honda maintained deficient disclosure controls and procedures with respect to product quality and safety; (iii) as a result of the foregoing deficiencies, Honda failed to prevent American Honda from marketing and selling thousands of vehicles that contained a defective Idle Stop feature; (iv) the foregoing conduct subjected the Company and/or its subsidiaries to a heightened risk of litigation, as well as financial and/or reputational harm; and (v) as a result, the Company’s public statements were materially false and misleading at all relevant times.

(1) macroeconomic factors were having a material adverse impact on Atlassian’s business; (2) the slowing conversions from free to paid customers the Company was experiencing constituted a negative trend; (3) paid user growth had also slowed; and (4) as a result, defendants’ positive statements about the Company’s financial guidance, business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.

(1) there were capital spending budget overruns; (2) defendants failed to address weaknesses that allowed such budget overruns; and (3) as a result, defendants’ statements about the Company’s business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times.

(i) the treatment effect of the Company’s product candidate, CB-010, was not as durable as defendants had led investors to believe; (ii) accordingly, CB-010’s clinical and commercial prospects were overstated; and (iii) as a result, documents issued in connection with Caribou’s initial public offer and defendants’ public statements throughout the class period were materially false and/or misleading and failed to state information required to be stated therein.

(i) one of Kornit Digital’s largest customers, DTG2Go, a Delta Apparel, Inc. subsidiary, was transitioning to a competitor’s product offerings for its manufacturing needs; (ii) a second key customer, Fanatics, Inc., had decided to outsource production, a substantial portion of which was going to producers using non-Kornit Digital systems; (iii) as a result, Kornit Digital expected to and ultimately did lose substantial demand for its products and services; (iv) Kornit Digital was suffering from lessening demand for high-margin consumables which caused Kornit Digital to suffer from an unfavorable sales mix and lower gross margins; (v) e-commerce demand for Kornit Digital products was slowing down as facets of the economy reopened following the COVID-19 pandemic, which was having a negative effect on Kornit Digital’s revenue; (vi) as a result of the foregoing, Kornit Digital’s projected financial results and market opportunity were not achievable and lacked a reasonable basis in fact.

a) Catalent materially overstated its revenue and earnings by prematurely recognizing revenue in violation of U.S. Generally Accepted Accounting Principles (“GAAP”); b) Catalent had material weaknesses in its internal control over financial reporting related to revenue recognition; c) Catalent falsely represented demand for its products while it knowingly sold more product to its direct customers than could be sold to healthcare providers and end consumers; d) Catalent disregarded regulatory rules at key production facilities in order to rapidly produce excess inventory that was used to pad the Company’s financial results through premature revenue recognition in violation of GAAP and/or stuffing its direct customers with this excess inventory; and e) as a result of the foregoing, defendants lacked a reasonable basis for their positive statements about the Company’s financial performance, outlook, and regulatory compliance during the class period.

(1) the Company was experiencing increased costs and expenses, including on dairy; (2) as a result, the Company was experiencing increased margin pressure and decreased profitability in the first quarter of 2022; and (3) as a result of the foregoing, defendant’s positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

1) Cognyte created, distributed, and provided reconnaissance tools and services that violated community standards and terms of service of communication network sources and technologies such as Facebook; and 2) the foregoing exposed the Company to significant financial and reputational risk.

(a) prior to the acquisition of the oil refinery in Mobile, Alabama, defendants had entered into inventory and crack spread hedging derivatives that significantly capped the profit margins on 50% of the Mobile refinery’s expected output over the period April 1, 2022 to September 30, 2022, affecting over 6.5 million barrels of refined fuel output. These hedges severely limited Vertex’s ability to capitalize on the record-high crack spreads that existed at the time of the acquisition and resulted in over $90 million in losses in the second quarter of fiscal year 2022; (b) prior to the acquisition of the Mobile refinery, defendants had entered into an inventory intermediation agreement with the investment bank Macquarie Group, whereby Macquarie purchased (from third parties), owned, and sold (to Vertex) all crude oil inventory to be used at the Mobile refinery and also purchased (from Vertex), owned, and sold (to third parties) all refined fuel inventory produced at the Mobile refinery. The strict terms of the arrangement, including requiring Vertex to purchase hedges to protect Macquarie’s position in holding the crude and refined inventory, combined with the fact that the oil market was in a state of backwardation in early 2022, resulted in Vertex incurring significant fees and inventory losses. The losses, which began as of the April 1, 2022 acquisition date, totaled $23 million during the second quarter of fiscal year 2022; (c) prior to the acquisition of the Mobile refinery, defendants had entered into an inventory purchase agreement with Shell Oil as part of the Mobile acquisition agreement. Vertex had anticipated purchasing approximately $100 million of crude oil and refined fuel inventory. Immediately prior to the closing of the acquisition, Vertex learned that pursuant to the terms of the purchase agreement, it would be required to purchase substantially more inventory from Shell Oil, totaling $164 million. Due to the state of backwardation in the oil market, Vertex was forced to pay Shell Oil above-market prices for the additional crude oil inventory. The additional Shell Oil inventory purchase triggered $13.3 million in inventory losses at or around the time of the acquisition; (d) immediately following the acquisition of the Mobile refinery, Vertex experienced production issues that caused significant shortfalls in refined fuel volumes. The production issues resulted in $8 million of lost profits during the second quarter of fiscal year 2022; (e) following the acquisition of the Mobile refinery, defendants overstated the purported profit margins that could be achieved at the refinery. Defendants represented that the “3-2-1 crack spread” was the appropriate benchmark for the Mobile refinery; however it was later revealed that the “2-1-1 crack spread,” which resulted in lower profits per barrel of production, was the more accurate profit benchmark for the Mobile refinery; and (f) as a result of the above misrepresentations and concealed facts, the Mobile refinery did not “generate[] strong EBITDA]” “[d]uring the first 30 days of operations,” and the Mobile refinery transition was not “seamless.”

(i) various headwinds were impeding the Company’s ability to invest in and grow its Quantum Fiber brand; (ii) Lumen’s Quantum Fiber business was not progressing as was represented to the investing public; (iii) Lumen’s management was reassessing its strategic priorities and had placed a hold on the plans to quickly scale up the Quantum Fiber brand; and (iv) as a result of Lumen’s decision to delay expansion of Quantum Fiber, the Company’s results and metrics were negatively impacted and the scaling up of Quantum Fiber would not occur until, at the earliest, the end of 2023.

(1) the Company was not effectively executing on Tinder’s new product initiatives; (2) as a result, the Company was not on track to deliver Tinder’s planned product initiatives in 2022; and (3) therefore, defendants’ statements about the Company’s business, operations, and prospects lacked a reasonable basis.

(1) the integration of the Company’s acquisition, Worldpay, Inc. (“Worldpay”), was not ahead of schedule; (2) the integration of Worldpay was not successfully completed during the class period; (3) the increases in revenue synergies were not driven by the Worldpay integration; and (4) as a result, defendants’ positive statements about the Company’s financial guidance, business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.

(i) contrary to representations made in December 2022 by Credit Suisse’s Chairman, Axel P. Lehmann, the sharp increase in customer outflows Credit Suisse began experiencing in October 2022 remained ongoing; (ii) accordingly, Credit Suisse had downplayed the impact of the Company’s recent series of quarterly losses and risk and compliance failures on liquidity and its ability to retain client funds; (iii) as a result, Credit Suisse had overstated the Company’s financial position and/or prospects; and (iv) as a result, the Company’s public statements were materially false and misleading at all relevant times.

(1) the Company failed to disclose to investors the risks presented by impending rising interest rates; (2) the Company failed to disclose to investors that, in an environment with high interest rates, SVB would be worse off than banks that did not cater to tech startups and venture capital-backed companies; (3) the Company failed to disclose that, if its investments were negatively affected by rising interest rates, it was particularly susceptible to a bank run; (4) as a result, defendants’ public statements were materially false and/or misleading at all relevant times.

(a) the U.S. government claimed Amgen owed more than $3 billion in back taxes for tax years 2010, 2011, and 2012; (b) the U.S. government claimed Amgen owed more than $5 billion in back taxes for tax years 2013, 2014, and 2015; (c) the U.S. government would likely claim Amgen owed materially more to the U.S. government than investors had been led to believe for subsequent tax years for which the Company had used the same profit allocation treatment between its U.S. and Puerto Rico operations; (d) Amgen had not taken sufficient accruals to account for its outstanding tax liabilities; (e) Amgen had failed to comply with Accounting Standards Codification Topic 450 and other rules and regulations regarding the preparation of its periodic filings with the U.S. Securities and Exchange Commission; and (f) Amgen’s refusal to pay taxes claimed by the U.S. government exposed the Company to a substantial risk of severe financial penalties imposed by the Internal Revenue Service.

(i) Alphabet used its dominance in the field of digital advertising to disadvantage website publishers and advertisers who used competing advertising products; (ii) the foregoing conduct was anticompetitive in nature and likely to draw significant regulatory scrutiny; (iii) Alphabet’s revenues were unsustainable to the extent that they were the product of said anticompetitive conduct; (iv) Alphabet’s conduct, once revealed, would negatively impact the Company’s reputation and expose it to a heightened risk of litigation and regulatory enforcement action; and (v) as a result, the Company’s public statements were materially false and misleading at all relevant times.

(1) despite its cost-saving Value Path initiative, United Natural Foods had not invested in improving its data management and related infrastructure; (2) as a result, the Company could not respond adequately to cost changes, such as inflationary pressure; (3) as a result, the Company could not appreciate the benefits of procurement gains and inventory gains achieved during fiscal 2022; (4) as a result of the foregoing, the Company’s profitability would be materially adversely impacted; and (5) as a result of the foregoing, defendant’s positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

(1) until at least June 2019, Rite Aid filled at least hundreds of thousands of unlawful prescriptions for controlled substances that lacked a legitimate medical purpose, including for potentially lethal opioids such as oxycodone and fentanyl; (2) Rite Aid pharmacists filled these prescriptions despite clear “red flags” that indicated that the prescriptions were unlawful; (3) Rite Aid ignored evidence that its stores were dispensing unlawful prescriptions, and intentionally deleted internal notes about suspicious prescribers written by concerned pharmacists; (4) by knowingly filling unlawful prescriptions for controlled substances, Rite Aid violated the Controlled Substances Act and, where Rite Aid sought reimbursement from federal healthcare programs, also violated the False Claims Act; (5) as a result, it was at risk of prosecution by federal authorities such as the United States Department of Justice; and (6) as a result, defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all times.

(i) the Company overstated its operational efficiency and maintained deficient cybersecurity and information technology infrastructure; (ii) as a result of the foregoing, the Company was unable to properly secure customer data, leaving it vulnerable to access by malicious third parties; (iii) the foregoing cybersecurity deficiencies also both rendered Dish’s operations susceptible to widespread service outages and hindered the Company’s ability to respond to such outages; and (iv) as a result, the company’s public statements were materially false and misleading at all relevant times.

(i) rising interest rates, inflation, and trends in returning to work away from home were in fact quickly eroding then-heightened demand for Stanley’s tools and outdoor products; (ii) the heightened, extraordinary demand Stanley had enjoyed as a result of the COVID-19 pandemic in 2021 into 2022 was returning to 2019 pre-pandemic levels; (iii) Stanley’s operations were already showing signs of slowing demand; (iv) as a result of reorganization, share repurchasing, and dividend growth, Stanley lacked the cash to react with agility to changes in demand; and (v) as a result of Stanley’s inability to react to a sharp decline in demand, the Company’s results and metrics, particularly sales volume, were severely negatively impacted. As a result of the foregoing, Stanley’s public statements were materially false and misleading at all relevant times.

(1) the Company was still providing services relating to academic subjects to students from kindergarten through grade nine; and (2) as a result, defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all times.