According to the law firm press release, Rubicon is a vertically integrated, advanced electronic materials provider specializing in monocrystalline sapphire, which is commonly used as a substrate (i.e., base layer) in light emitting diode (or LED) lighting technology.
On December 6, 2013, Rubicon filed with the SEC an amended shelf registration statement (the “Form S-3A”), which included a form of prospectus (the “Prospectus”) authorizing the Company and to-be-identified “selling stockholders” to sell up to $100,000,000 worth of shares of Rubicon common stock, at any time, in one or more offerings. On March 19, 2014, Rubicon filed with the SEC a prospectus supplement (the “Prospectus Supplement”), offering to register for sale at $13.00 per share 2.5 million shares of Rubicon common stock (not including an overallotment of 375,000 shares) by selling shareholder Cross Atlantic Funds (a group of funds controlled by one of Rubicon’s directors). The Offering was sold pursuant to the Form S-3A, the Prospectus and the Prospectus Supplement (jointly referred to herein as the “Registration Statement”).
The complaint alleges that the Registration Statement contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and was not prepared in accordance with the rules and regulations governing its preparation. Specifically, the Registration Statement negligently failed to disclose material trends, events and uncertainties known to management that were reasonably expected to have a material impact on the Company’s income from continuing operations, including the reversal of its trend of shrinking losses, higher-than-expected development costs and inventory write-offs due to Rubicon’s inability to sell certain of its wafers during its 2014 first quarter at prices greater than their cost to manufacture, causing such inventory to be impaired under applicable accounting rules and regulations.
Then on May 1, 2014, the Company issued a press release and hosted a conference call regarding its first quarter of 2014. The Company reported disappointing financial results and revealed, among other things, that the trend of shrinking gross losses, operating losses, and losses per share from the prior quarters had dramatically reversed in the first quarter of 2014, reporting substantial increases in gross losses of $7.5 million, losses from operations of $10.9 million, and losses per share of $0.43. After the earnings call on May 1, 2014, the price of Rubicon common stock declined by 16%, from about $10 per share to $8.51 per share, and declined another almost 6% to $8.01 per share on May 5, 2014. The stock currently trades at below $4.00 per share, a 70% decline from the Offering price.
The parties agreed on a Settlement Agreement on January 15, 2016. Preliminary approval of the Settlement was granted on January 28. Final judgment was entered on May 20.