Page 24 of 40 COUNT 4 Securities Fraud in Violation of California Corporations Code Sections 25401 (Against All Defendants) 89. Plaintiffs incorporate by reference all foregoing factual allegations as if fully set forth herein. 90. Defendants, by engaging in the conduct described above, offered or sold a security in the State of California by means of any written or oral communication that includes an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in the light of the circumstances under which the statements were made, not misleading. 91. By reason of the foregoing, each of the Defendants violated Section 25402 of the California Corporations Code. 92. As a direct and proximate result of Defendants’ securities fraud, Plaintiffs have suffered damages in connection with their purchases of securities from Defendants. COUNT 5 Rescission under Section 29(b) of the Exchange Act (Against All Defendants) 93. Plaintiffs incorporate by reference all foregoing factual allegations as if fully set forth herein. 94. Section 15(a)(1) of the Exchange Act, 15 U.S.C. §78o(a)(1), makes it unlawful for a person to “effect a transaction in securities” or “attempt to induce Case 2:22-cv-10208-RHC-JJCG ECF No. 1, PageID.24 Filed 02/01/22 Page 24 of 40
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