According to the Form 10-K for the fiscal year ended December 31, 2003, on July 15, 2002, Antigenics and Dr. Armen joined the Issuer Defendants’ Motion to Dismiss the Consolidated Amended Complaints. By order of the Court, this motion set forth all “common issues,” i.e., all grounds for dismissal common to all or a significant number of Issuer Defendants. On February 19, 2003, the Court issued its opinion and order on the Issuer Defendants’ Motion to Dismiss. The Court granted the defendants motion to dismiss the Rule 10(b)-5 and Section 20 claims with leave to amend and denied the defendants motion to dismiss the Section 11 and Section 15 claims. The defendants, along with numerous issuer companies, is in settlement discussions with plaintiffs.
On April 19, 2002, the plaintiffs in this action filed an amended class action complaint, which contains new allegations. Again, similar amended complaints were filed with respect to the other 300 companies. In addition to the claims in the earlier complaint, the amended complaint alleges that Antigenics and Dr. Armen violated Sections 10(b) and 20 of the Securities Exchange Act and SEC Rule 10b-5 by making false and misleading statements and/or omissions in order to inflate the stock price and conceal the investment banking firms’ alleged secret arrangements. The claims against Dr. Armen, in his individual capacity, have been dismissed without prejudice.
According to a Press Release dated November 5, 2001, a complaint was filed alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On or about February 3, 2000, Antigenics
commenced an initial public offering of 3,500,000 of its shares of common stock at an offering price of $18 per share (the "Antigenics IPO"). In connection therewith, Antigenics filed a registration statement, which incorporated a prospectus (the "Prospectus"), with the SEC. The complaint further alleges that the Prospectus was materially false and misleading because it failed to disclose, among other things, that: (i) Antigenics had solicited and received excessive and undisclosed commissions from certain investors in exchange for which Piper Jaffray and Robertson Stephens allocated to those investors material portions of the restricted number of Antigenics shares issued in connection with the Antigenics IPO; and (ii) Piper Jaffray and Robertson Stephens had entered into agreements with customers whereby Piper Jaffray and Robertson Stephens agreed to allocate Antigenics shares to those customers in the Antigenics IPO in exchange for which the customers agreed to purchase additional Antigenics shares in the aftermarket at pre-determined prices.