|Status:||Deficiency notices have been mailed|
|Claims Filing Deadline:||June 18, 2018|
|Exclusion Deadline:||July 12, 2018|
|Objection Deadline:||July 12, 2018|
|Settlement Hearing:||August 2, 2018 at 9:00 a.m.|
IF YOU PREVIOUSLY SUBMITTED A VALID, TIMELY PROOF OF CLAIM AND RELEASE FOR THE PRIOR PARTIAL SETTLEMENT OF THIS ACTION, YOU DO NOT NEED TO SUBMIT ANOTHER PROOF OF CLAIM AT THIS TIME. YOUR PROOF OF CLAIM FROM THE PARTIAL SETTLEMENT WILL BE USED AGAIN.
IF YOU PURCHASED OR OTHERWISE ACQUIRED SHARES OF KALOBIOS PHARMACEUTICALS, INC. (“KALOBIOS”) COMMON STOCK BETWEEN NOVEMBER 19, 2015, AND DECEMBER 16, 2015, INCLUSIVE, YOU COULD RECEIVE A PAYMENT FROM A PARTIAL CLASS ACTION SETTLEMENT.
A federal court authorized this Notice. This is not a solicitation from a lawyer.
Your legal rights are affected whether you act or don’t act. Read the Notice carefully.
SUMMARY OF KEY PROVISIONS AND REASONS FOR SETTLEMENT
- The Settlement will provide for a new gross settlement fund of one million five hundred thousand dollars ($1,500,000.00) (the “Settlement Fund”). If approved by the Court, the Settlement will settle claims, as against Defendant Martin Shkreli (“Shkreli” or “Settling Defendant”), from investors who bought or otherwise acquired KaloBios shares between November 19, 2015, and December 16, 2015, inclusive (the “Settlement Class Period’).
- The Settlement resolves all remaining claims in the securities fraud class action lawsuit (the “Action”) over allegations that KaloBios and certain of its officers and directors misled its shareholders during the Settlement Class Period about KaloBios’s operations and business prospects, as well as prior alleged misconduct by Defendant Shkreli, who assumed control of KaloBios at the outset of the Settlement Class Period and was arrested the day after it ended.
- Claims against former Defendants KaloBios, Ronald Martell (“Martell”) (its former Executive Chairman), and Herb Cross (“Cross”) (its former Chief Financial Officer) were already resolved as part of a partial settlement (the “Partial Settlement”) for one million five hundred thousand dollars ($1,500,000.00) and three hundred thousand (300,000) shares in the reorganized, bankruptcy post-exit KaloBios. This new Settlement with Shkreli will resolve all remaining claims pled in the Action, and together with the Partial Settlement, represents a total aggregate gross recovery of three million dollars ($3,000,000.00) cash plus an additional two hundred fifty-four thousand seven hundred twenty-two dollars and seventy-three cents ($254,722.73) in proceeds derived from the sale of the three hundred thousand (300,000) shares of stock received as part of the prior Partial Settlement.
- The Court did not ultimately decide the Action in favor of the Plaintiffs or the Settling Defendant. Instead, both sides agreed to a Settlement at an interim point in the litigation. This permits these settling parties to avoid the cost, delay, and uncertainty of a trial, and permits eligible Settlement Class Members who submit valid claims to receive some compensation rather than risk ultimately receiving nothing. Both the Plaintiffs and the Settling Defendants have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as the Action. The Plaintiffs and their attorneys believe the Settlement is best for all Settlement Class Members. The Settling Defendant, while denying the allegations and maintaining he did nothing wrong, has concluded that further defense of the Action would be protracted and expensive, and that it is desirable that the Action be fully and finally settled in the manner and upon the terms and conditions set forth in the Stipulation and Agreement of Settlement (the “Stipulation”). The two sides disagree on how much money could have been won if the investors won at trial.
- Lead Counsel for the Class will ask the Court for up to 25% of the Settlement Fund in attorneys’ fees and reimbursement of up to fifty thousand dollars ($50,000.00) for litigation costs. Lead Counsel will also ask the Court to pay Lead Plaintiffs Kaniz Fatema, Zeke Ingram, Bhaskar R. Gudlavenkatasiva and Abuhena M. Saifulislam, and initial Plaintiff Austin Isensee (altogether “Plaintiffs”) up to five hundred dollars ($500.00) each for their contributions to this lawsuit.
- The Court in charge of this case still has to decide whether to approve the Settlement. The Court has set a Settlement Hearing for August 2, 2018 at 9:00 a.m to consider whether to approve the Settlement. Payments will be made if the Court approves the Settlement, orders distribution of such monies, and all appeals are resolved. Please be patient.
- If the proposed Settlement is approved after the Settlement Hearing, the Court will enter a Judgment and Order of Final Approval (the “Judgment”). The Judgment will dismiss with prejudice, release, and forever discharge both the Settlement Class Claims against the Settling Defendants and the Released Parties and the Defendant Claims against the Plaintiffs, Lead Counsel and other Plaintiffs’ counsel, and any Settlement Class Members. The terms of the releases, including the meaning of the terms “Settlement Class Claims” and “Defendant Claims” are set forth in the Proof of Claim and Release form that can be viewed and downloaded from the Settlement Administrator’s website described in question #23 below.
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
|SUBMIT A PROOF OF CLAIM FORM IF NOT PREVIOUSLY SUBMITTED FOR THE PARTIAL SETTLEMENT||Postmarked no later than June 18, 2018||The only way to get a payment. If you have not already submitted a valid and timely Proof of Claim and Release Form (“Proof of Claim”) as part of the Partial Settlement, you must do so now in order to be eligible to receive a distribution from this Settlement.
If you previously submitted a valid and timely Proof of Claim for the Partial Settlement, you do not need to do so again. Your prior valid and timely Proof of Claim will be used again unless you opt out of this Settlement as described below. If you are unsure whether you previously submitted a timely and valid, Proof of Claim, please contact the Settlement Administrator.
|Postmarked no later than July 12, 2018||Get no Payment. This is the only option that allows you to ever be part of any other lawsuit against Shkreli and other Released Parties about the legal claims that were at issue in this case.|
|OBJECT||Filed and served no later than July 12, 2018||Write to the Court about why you do not like the Settlement.|
|GO TO A HEARING||August 2, 2018||Ask to speak in Court about the fairness of the Settlement.|
|DO NOTHING||If you have already submitted a valid and timely Proof of Claim for the prior Partial Settlement and do nothing, the claim form will be used again to determine whether you receive a payment from this Settlement.
If you have never submitted a claim form for the Partial Settlement or did not submit a claim form that was valid and timely and do nothing now, you will get no payment, while giving up your rights to bring an individual action.
- You may submit a claim if you have not previously submitted a valid and timely claim form or object, or do both, or do nothing.
- If you have already submitted a valid and timely claim as part of the Partial Settlement, you do not need to submit any further information to participate in the Settlement. If you are unsure whether you previously submitted a timely and valid Proof of Claim, please contact the Settlement Administrator. If you submit a Proof of Claim for this Settlement now, it will only be used for this Settlement and not for the prior Partial Settlement because the claim submission deadline for the Partial Settlement has already passed.
- You may also exclude yourself. However, if you timely exclude yourself, that is the only thing you can do: you cannot then also object in writing, appear at the Settlement Hearing to state any objections, or submit a claim.
- If you object rather than request exclusion, you will remain a Settlement Class Member, and if the Court approves the Settlement, you will be bound by the terms of the Settlement in the same way as Settlement Class Members who do not object.
- Unless you timely request exclusion from the Settlement Class, or unless the Court rejects the proposed Settlement, you are bound by the Stipulation, whether or not you submit a claim or object.
- These rights and options are explained in the Notice. Please take careful note of the deadlines to exercise them, set forth above.