According to the Complaint, GoodRx Holdings, Inc. is a holding company that owns and operates a U.S. consumer-focused digital healthcare platform.
On August 28, 2020, GoodRx filed with the SEC a Form S-1 Registration Statement for its initial public offering, which was declared effective by the SEC on September 22, 2020. On September 24, 2020, GoodRx filed with the SEC its Prospectus for the IPO offering to sell to the public over 23.4 million Class A shares by the Company (excluding the underwriters’ option to purchase an additional 5.2 million common shares) and 11.2 million common shares by certain selling stockholders. On September 25, 2020, GoodRx closed its IPO. In the offering, the Company and certain existing stockholders sold over 39.8 million common shares for $33 per share, including the full exercise of the underwriters’ option, generating over $1.3 billion in gross offering proceeds.
The Complaint alleges that, at the time of the IPO, unbeknownst to investors, Amazon.com, Inc. was developing and would soon introduce its own online and mobile prescription medication ordering and fulfillment service that would directly compete with GoodRx and that given Defendants' knowledge of Amazon’s intention to enter the online pharmaceutical business, their statements in the Registration Statement and during the Class Period about GoodRx’s competitive position were materially false and/or misleading when made.