Social Life Network, Inc. v. LGH Investments, LLC

BACKGROUND

26 Plaintiff is a technology company that licenses software. (Amended

27 Complaint at ¶ 12). Its shares are publicly traded on the over-the-counter (OTC)

28 markets. (Id. at ¶¶ 14-15). In April 2019, Plaintiff needed money to continue its 1 Darbie & Co. to connect them with potential lenders. (Id. at ¶ 27). Darbie arranged 2 a financing transaction between Plaintiff and Defendant LGH. (Id. at ¶ 28). 3 Under the agreement, LGH lent $100,000 to Plaintiff in exchange for (1) a 4 note for $110,000 plus 7% interest, (2) 150,000 shares of Plaintiff’s common 5 stock, and (3) a warrant for 412,500 shares of Plaintiff’s stock. (Id. at ¶¶ 59-60). At 6 the time of the transaction, Plaintiff’s stock was trading at $0.145 per share. (Id. at

¶ 61).

In this action, Plaintiff argues the April 2019 transaction is void because

LGH was not registered with the U.S. Securities and Exchange Commission as a

dealer. Plaintiff also argues LGH violated California law based on the amount

LGH received in exchange for the loan.

Plaintiff asserts several federal and state law claims against Defendants.

(Amended Complaint). LGH Defendants move to dismiss all claims,…