Checkout Holdings, LLC v. Amplified Holdings, Inc.

MEMORANDUM **

Plaintiff Checkout Holdings, LLC, sued Defendant Amplified Holdings, Inc., and several of its officers, following a transaction in which Defendant purchased some of Plaintiffs assets in exchange for stock in Defendant. Plaintiff appeals the district court’s grant of Defendant’s Federal Rule of Civil Procedure 12(b)(6) motion, dismissing Plaintiffs Second Amended Complaint.

A. Section 10(b) and Rule 10b-

Under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), a securities fraud complaint must “specify each statement alleged to have been misleading, the reason or reasons why the statement is misleading, and, if an allegation regarding the statement or omission is made on information and belief, the complaint shall state with particularity all facts on which that belief is formed.” 15 U.S.C. § 78u-4(b)(1). A complaint must allege that the defendant made false or misleading statements either intentionally or with deliberate recklessness; if the challenged representation is a forward-looking statement, the complaint must allege that the statements were with made with actual knowledge of their misleading nature. Fischer v. Vantive Corp. (In re Vantive…