According to the law firm press release, Solazyme is a bioproducts company that uses algae-based fermentation to produce renewable oils for a range of personal and industrial uses.
On March 25, 2014, Solazyme filed with the SEC a Registration Statement for the Offerings, which was amended the next day to register an additional $12.75 million in aggregate maximum principal amount of stock and notes. On March 27, 2014, Solazyme filed a Prospectus in connection with the offering of $149.5 million in convertible notes paying 5% interest and scheduled to mature in 2019 (the “Notes”). On the same day, Solazyme filed a Prospectus for the offering of 5.75 million shares of stock at $11 per share for aggregate gross proceeds of approximately $63.25 million.
The complaint alleges that during the Class Period and in the Registration Statements and Prospectuses for the Offerings, defendants made materially false and misleading statements and/or failed to disclose adverse information about Solazyme’s construction progress, development and production capacity at its renewable oils production facility located in Moema, Brazil (the “Moema Facility”). Specifically, the complaint alleges defendants' statements were false and misleading because they failed to disclose that the Moema Facility was experiencing construction delays due to insufficient access to electricity and steam utility services, and that these challenges would prohibit the Moema Facility from scaling its capacity production as projected. As a result of these false and misleading statements and/or omissions, Solazyme securities traded at artificially inflated prices during the Class Period.
On May 5, 2014, Solazyme reported operational results for the first quarter of 2014. During the related conference call, Solazyme’s CEO stated that, rather than being “online” with “everything functioning as expected,” as defendants had previously claimed, the Moema Facility was instead “experiencing intermittent power and steam availability,” and consequently had failed to produce its first commercial product. Then, after the markets closed on November 5, 2014, Solazyme acknowledged significant and wide-ranging construction delays at the Moema Facility. On that day, the Company revealed for the first time that it would “narrow [its] production focus to smaller volumes of higher value products at . . . Moema” and would be “prioritizing cash management and product margin over a rapid capacity ramp.” On this news, the price of the Company’s stock declined $4.35 per share, or 58%, to close at $3.14 per share on November 6, 2014, and the market price of Solazyme’s Notes declined by $235.00 per Note, or 30%, to close at $540.00 per Note on November 7, 2014, the next session in which the Notes traded.
Plaintiffs filed a consolidated complaint on December 15, 2015.