Page 34 of 40 COUNT 13 Securities Fraud in Violation of Section 10(b) of the Exchange Act and Rule 10b-5 and California Corporations Code Sections 25401 (Against All Defendants) 156. Plaintiffs incorporate by reference all foregoing factual allegations as if fully set forth herein. 157. Defendants, by engaging in the conduct described above, directly or indirectly, in connection with the purchase or sale of securities, by the use of instrumentalities of interstate commerce or the mails, with scienter: (a) employed devices, schemes, or artifices to defraud; (b) made untrue statements of material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon other persons, including purchasers and sellers of securities. 158. By reason of the foregoing, each of the Defendants violated Section 10(b) of the Exchange Act, 15 U.S.C. §§ 78j(b) and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. 159. By reason of the foregoing, each of the Defendants violated Section 25402 of the California Corporations Code. 160. As a direct and proximate result of Defendants’ securities fraud, Plaintiffs have suffered damages in connection with their purchases of securities from Defendants. Case 2:22-cv-10208-RHC-JJCG ECF No. 1, PageID.34 Filed 02/01/22 Page 34 of 40
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