Subject to Court approval, Lead Plaintiffs, on behalf of the Settlement Class, have entered into a proposed Settlement with Defendants that, if approved by the Court, will resolve this Action in its entirety. Pursuant to the proposed Settlement, a Settlement Fund consisting of $3 million in cash (the “Settlement Amount”), plus any accrued interest or earnings thereon (the “Settlement Fund”), has been established.
Based on Lead Plaintiffs’ consulting damages expert’s analysis, it is estimated that if Settlement Class Members submit claims for 100% of Ampio common stock entitled to participate in the Settlement, the estimated average recovery per share would be $0.02 per share before deduction of Court-approved fees and expenses, and approximately $0.015 per share after Court-approved fees and expenses are deducted. Please note, however, that these average recovery amounts are only estimates and an individual Settlement Class Member may recover more or less than these estimated amounts. As described more fully in the Plan of Allocation beginning on page 16 of the Long Form Notice, an individual Settlement Class Member’s actual recovery will depend on several factors, including: (a) the total number of claims submitted; (b) the amount of the Net Settlement Fund; (c) when the Settlement Class Member purchased his, her, or its Ampio stock; and (d) whether and when the Settlement Class Member sold his, her, or its Ampio stock.
The Parties disagree about both liability and damages and do not agree on the damages that would be recoverable if Lead Plaintiffs were to prevail on each claim asserted against Defendants. The issues on which the Parties disagree include, for example: (i) whether the statements made or facts allegedly omitted were materially false or misleading, or otherwise actionable under the federal securities laws; (ii) the causes of the loss in the value of the stock; and (iii) the amount of alleged damages, if any, that could be recovered at trial.
Defendants have denied and continue to deny any wrongdoing, deny that they have committed any act or omission giving rise to any liability or violation of law, and deny that Lead Plaintiffs and the Settlement Class Members have suffered any loss attributable to Defendants’ actions. While Lead Plaintiffs believe they have meritorious claims, they recognize that there are significant obstacles in the way to recovery.
Lead Counsel will apply to the Court for attorneys’ fees of 28% of the Settlement Fund, which includes any accrued interest or earnings thereon. Lead Counsel has not received any payment for their services rendered or expenses incurred in conducting this Action on behalf of Lead Plaintiffs and the Settlement Class. Lead Counsel will also apply for payment of expenses incurred by Lead Counsel in prosecuting the Action of up to $75,000, plus accrued interest, which may include an application pursuant to the Private Securities Litigation Reform Act of 1995 (“PSLRA”) for the reasonable costs and expenses of Lead Plaintiffs of up to $5,000 directly relating to their representation of the Settlement Class. Collectively, these applications are referred to as the “Fee and Expense Application.” If approved by the Court, these amounts (totaling approximately $0.006 per share, assuming claims are filed for all shares eligible to participate in the Settlement) will be paid from the Settlement Fund.
For Lead Plaintiffs, the principal reason for the Settlement is the immediate benefit of a substantial cash recovery to the Settlement Class. This benefit must be compared to the uncertainty of being able to prove the allegations in the operative complaint; the risk that the Court may grant, in whole or in part, some or all of the anticipated motions to dismiss or motions for summary judgment to be filed by Defendants; the attendant risks of litigation, especially in complex actions such as this, as well as the difficulties and delays inherent in such litigation (including any trial and appeals).
For Defendants, who deny all allegations of wrongdoing or liability whatsoever and deny that any Settlement Class Members were damaged, the principal reasons for entering into the Settlement are to end the burden, expense, uncertainty, and risk of further litigation.