Pomerantz law firm reminds shareholders
NEW YORK, December 19, 2021 (GLOBE NEWSWIRE) – Pomerantz LLP announces that a class action lawsuit has been filed against Alfi, Inc. (âAlfiâ or the âCompanyâ) (NASDAQ: ALF; ALFIW) and certain of its officers and administrators. The class action suit, filed in the United States District Court for the Southern District of Florida, and registered as 21-cv-24232, is in the name of a group consisting of all persons and entities other than the defendants who have purchased or otherwise acquired: (a) Ordinary shares or warrants of Alfi in accordance with and / or traceable to the Offer Documents (defined below) issued as part of the Company’s initial public offer made on or around May 4, 2021 (the âIPOâ or âOfferâ); and / or (b) Alfi securities between May 4, 2021 and November 15, 2021, both dates inclusive (the âRecourse Periodâ). The plaintiff is pursuing actions against the defendants under the Securities Act of 1933 (the âSecurities Actâ) and the Securities Exchange Act of 1934 (the âExchange Actâ).
If you are a shareholder who has purchased ordinary shares or Alfi warrants in accordance with and / or traceable to the offering documents published in connection with the IPO of the Company and / or the shares of Alfi During the Recourse Period, you have until January 31, 2022 to request the Tribunal to appoint you as the lead claimant for the class. A copy of the complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Robert S. Willoughby at [email protected] or 888.476.6529 (or 888.4-POMLAW), toll free, Ext. 7980. Those inquiring by e-mail are encouraged to provide their mailing address, telephone number and the number of shares purchased.
[Click here for information about joining the class action]
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 United States Securities and Exchange Commission (âSECâ) in connection with the IPO, which, after several modifications, was declared effective by the SEC on May 3, 2021 (the âRegistration Statementâ).
On May 5, 2021, Alfi filed a prospectus on Form 424B4 with the SEC in connection with the IPO, which was part of the registration statement (the âProspectusâ and, along with the registration statement, the âOffer Documentsâ).
Pursuant to the offering documents, Alfi proceeded to the IPO, selling approximately 3.7 million common shares and approximately 3.7 million warrants to the public at the offering price of $ 4.15 per share and warrant for approximate proceeds to the Company of $ 14 million after applicable sales rebates and commissions, and before charges.
The complaint alleges that the offering documents were negligently prepared and, therefore, contained false statements of material fact or failed 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, the Defendants made materially false and misleading representations regarding the Company’s business, operations and compliance policies. Specifically, the Offer Documents and the 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 information financial; (ii) accordingly, the Company and its employees could and have effectively participated in corporate transactions and other matters without sufficient and appropriate consultation with or approval by the Board of Directors of the Company (the âBoardâ ); (iii) all of the above increased the risk of internal and regulatory investigations on the Company and its employees; (iv) all of the foregoing, when disclosed, was likely to have a material adverse effect on the reputation of the Company, its financial condition and its ability to timely file periodic reports with the SEC; and (v) accordingly, the Company’s public statements were materially false and misleading at all material times.
On October 28, 2021, Alfi revealed in a document filed with the SEC that on October 22, 2021, the board of directors appointed Chairman and CEO (âCEOâ) Paul Antonio Pereira (âP. Pereiraâ) , Technical Director Charles Raglan Pereira (“C. Pereira”), and Chief Financial Officer (“CFO”) Dennis McIntosh (“McIntosh”) “on paid administrative leave and authorized an independent internal investigation into certain corporate transactions and other questions”. This filing further revealed, among other changes, that on October 22, 2021, the board had appointed a new CEO and interim chairman, and that â[o]n October 28, 2021, MC Pereira’s employment with the Company was terminated.
Following this news, Alfi’s share 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 filing to the SEC, among other things, that the chairman of the company’s audit committee had resigned from the board of directors, and details regarding the company’s transactions and the questions that had precipitated the internal investigation of P. Pereira, C. Pereira and McIntosh. According to this file, the internal investigation resulted from “the purchase by the company of a condominium for a purchase price of approximately 1.1 million dollars” and “the management of the Company without sufficient consultation or approval and appropriate advice.
Then, on November 15, 2021, Alfi revealed that he had “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 by SEC personnel “and” that such documents and data should be reasonably retained and retained until further notice “. According to Alfi, â[t]Documents to be retained and retained include documents and data created on or after April 1, 2018 that[,]”among other things,” were created, modified or viewed by certain former and current officers and directors of the Company or any other officer or director of the Company “or” relate or refer to the co-ownership or sponsorship of the tournament athlete 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 âthat Louis A. Almerini, CPA, has been appointed by the [Board] act as a temp [CFO], as of November 8, 2021.
Finally, on November 16, 2021, Alfi filed a notice indicating its inability to timely file its Quarterly Report on Form 10-Q with the SEC for the quarter ended September 30, 2021 (the â3Q21 10-Qâ). This cited file, among others, “Recent changes in [CEO] and [CFO] and the chairmanship of the audit committee âof the board, as well as the need forâ a new independent registered public accounting firm â, as reasons for the inability of the company to file in a timely manner on 3Q21 10- Q.
As a result of these disclosures, the Company’s share price fell $ 0.24 per share, or 5.21%, to close at $ 4.37 per share on November 16, 2021.
At the time the complaint was filed, the price of Alfi’s common shares and warrants was trading below the offering price of $ 4.15 per share, which hurt investors.
Pomerantz LLP, with offices in New York, Chicago, Los Angeles, Paris and Tel Aviv, is recognized as one of the leading firms in the areas of corporate, securities and antitrust litigation. Founded by the late Abraham L. Pomerantz, known as the Dean of the Class Actions Bar, Pomerantz was a pioneer in the field of securities class actions. Today, more than 85 years later, Pomerantz continues the tradition he established, fighting for the rights of victims of securities fraud, breach of fiduciary duty and professional misconduct. The firm has recovered numerous multi-million dollar damages on behalf of the members of the group. See www.pomlaw.com.
Robert S. Willoughby
888-476-6529 ext 7980