According to the Complaint, YuMe, Inc. is an independent provider of multi-screen video advertising technology, connecting brand advertisers, digital media property owners, and consumers of video content across a range of Internet-connected devices. YuMe’s technologies serve the specific needs of brand advertisers and enable them to find and target brand-receptive audiences across a range of Internet connected devices and digital media properties.

On September 5, 2017, YuMe and RhythmOne issued a joint press release announcing that they had entered into an agreement and plan of merger and reorganization (the “Merger Agreement”).

The Complaint alleges that on December 26, 2017, in order to convince YuMe stockholders to tender their shares, the Board authorized the filing of a materially incomplete and misleading Form F-4 Registration Statement with the SEC. Subsequently, on January 4, 2018, Defendants authorized the filing of a materially incomplete and misleading Form F-4/A Registration Statement (the “F-4”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.

The Complaint alleges that in particular, the F-4 contains materially incomplete and misleading information concerning: (i) financial projections for RhythmOne; and (ii) the valuation analyses performed by the Company’s financial advisor, Deutsche Bank Securities Inc, in support of their fairness opinion; and (iii) the background process leading to the Proposed Transaction.

On March 5, 2018, Plaintiff voluntarily dismissed this case as moot.