LifeVoxel Virginia SPV, LLC v. LifeVoxel.AI, Inc.

INTRODUCTION

21 This case involves the raising of capital through investments known as Simple 22 Agreements for Future Equity (“SAFE Notes”). SAFE Notes are not shares of stock but 23 24 25 26 27 rather nondebt convertible securities1 that permit the holder to obtain shares of stock upon a conversion event defined as a “Change of Control, a Direct Listing or an Initial Public offering.” ECF No. 96, Exhibit C, at 3. Plaintiffs allege that LifeVoxel.AI, Inc. relied on misrepresentations to lead them to invest in LifeVoxel SAFE Notes and that the misrepresentations have made a conversion event impossible, causing them economic loss. Before the Court is LifeVoxel.AI, Inc.; Kovey Kovalan; and Linh Le’s (collectively “Defendants”) Motion to Dismiss LifeVoxel Virginia SPV, LLC; Scott Marschall; Debbie Gallo; Kevin Sinagra; Scott Poole; and Peter Bershatsky’s (collectively “Plaintiffs”) Third Amended Complaint (ECF No. 96, “TAC”). ECF No. 107. For the reasons below, the motion to dismiss is DENIED. FACTUAL BACKGROUND2 Defendants Kovey Kovalan (“Kovalan”) and Linh Le (“Le”) are spouses and owners and…