ELMS investors may receive additional information about the case by clicking the link "Submit Your Information" above. If you are a member of the class described below, you may no later than April 4, 2022 move the Court to serve as lead plaintiff of the class, if you so choose.
A class action lawsuit has been filed on behalf of those who purchased or acquired Electric Last Mile Solutions, Inc. (“ELMS”) (NASDAQ: ELMS; ELMSW) f/k/a Forum Merger III Corp. (“Forum”) (NASDAQ: FIII; FIIIU; FIIIW) securities between March 31, 2021 and February 1, 2022, inclusive (the “Class Period”).
Case Background:
ELMS is a pure-play commercial electric vehicle company. On June 25, 2021, Electric Last Mile, Inc. and Forum, a special purpose acquisition company (“SPAC”), closed the merger (the “Merger”) which resulted in ELMS.
The truth regarding ELMS emerged after trading hours on February 1, 2022, when ELMS issued a press release entitled “Electric Last Mile Solutions Announces Leadership Transition and Financial Update” which announced changes to its leadership and that certain of its financial statements needed restatement. Specifically, the press release revealed that on November 25, 2021, ELMS formed a Special Committee of the Board of Directors (the “Special Committee”) to conduct an inquiry into certain sales of equity securities made by and to individuals associated with ELMS. Following the investigation conducted by the Special Committee, James Taylor resigned from his role as Chief Executive Officer and a member of the Board, and Jason Luo resigned from his position as Executive Chairman of the Board.
Further, the press release revealed that based on the Special Committee’s investigation, ELMS concluded that in November and December 2020, shortly before the December 10, 2020 announcement of a definitive agreement for the Merger, certain Electric Last Mile Inc. executives purchased equity in ELMS at substantial discounts to market value without obtaining an independent valuation.
Finally, the press release revealed that on the basis of the Special Committee investigation, ELMS’s Board concluded that its previously issued consolidated financial statements should be restated and, therefore, should no longer be relied upon. The financial statements in question cover the period as of December 31, 2020, the period from August 20, 2020 (inception) through December 31, 2020, the six months ended June 30, and the nine months ended September 30, 2021.
Following this news, ELMS’s share price fell $2.88 per share, or 51%, to close at $2.71 per share on February 2, 2022
The complaint alleges that throughout the Class Period the defendants made false and/or misleading statements and/or failed to disclose that: (1) ELMS’s previously issued financial statements were false and unreliable; (2) ELMS’s earlier reported financial statements would need restatement; (3) certain ELMS executives and/or directors purchased equity in ELMS at substantial discounts to market value without obtaining an independent valuation; (4) on November 25, 2021 (Thanksgiving), ELMS’s Board formed an independent Special Committee to conduct an inquiry into certain sales of equity securities made by and to individuals associated with ELMS; and (5) as a result, the defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times.
A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. Filling out the online form above or communicating with any counsel is not necessary to participate or share in any recovery achieved in this case. Any member of the purported class may move the court to serve as a lead plaintiff through counsel of his/her choice, or may choose to do nothing and remain an inactive class member.
If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Kessler Topaz Meltzer & Check, LLP: James Maro, Esq. (484) 270-1453 or via e-mail at info@ktmc.com. If you would like additional information about the suit, please click on the link "Submit Your Information" above and fill out the form as promptly as possible.