RenovaCare Inc.

07/22/2021 | Press release | Distributed by Public on 07/22/2021 15:14

Material Event (Form 8-K)

Other Events.

As previously announced, on May 28, 2021 the U.S. Securities and Exchange Commission ('SEC') filed a civil complaint naming RenovaCare, Inc. (the 'Company') and Harmel S. Rayat, RenovaCare Chairman as defendants (the 'SEC Complaint'). The SEC Complaint, regarding legacy events from over 3 years ago, generally alleges that the Company and Mr. Rayat violated the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and also alleges that Mr. Rayat aided and abetted the Company's violation of those provisions. The SEC Complaint also charges the Company with violating the reporting provisions of Exchange Act Section 15(d) and Rules 15d-11 and 12b-20 thereunder. The SEC seeks permanent injunctions and civil penalties against both defendants, and officer-and-director and penny stock bars against Mr. Rayat.

Following the SEC's announcement of the SEC Complaint, a number of class actions allegations in the SEC Complaint and related matters (collectively, the 'Class Actions').

On or about July 16, 2021, Gabrielle A. Boller, a purported stockholder, filed a putative class action lawsuit in the United States District Court for the District of New Jersey against the Company and certain of its current and former executive officers (the 'Boller Lawsuit'). The Boller Lawsuit was brought by Boller both individually and on behalf of a putative class of the Company's stockholders, claiming that in connection with the facts and circumstances underlying the allegations in the SEC Complaint, the Company engaged in fraudulent conduct and made false and misleading statements of material fact or omitted to state material facts necessary to make the statements made not misleading. The Boller Lawsuit seeks to declare the action to be a class action and monetary damages, including costs and expenses, and award of reasonable attorneys' fees, expert fees, and other costs, and such other relief as the Court may deem just and proper.

On or about July 21, 2021, Michael Solakian, a purported stockholder of the Company, filed a putative class action lawsuit in the United States District Court for the District of New Jersey against the Company and certain of its current and former executive officers (the 'Solakian Lawsuit'). The Solakian Lawsuit was brought by Solakian both individually and on behalf of a putative class of the Company's stockholders, claiming that in connection with the facts and circumstances underlying the allegations in the SEC Complaint, the Company engaged in fraudulent conduct and made false and misleading statements of material fact or omitted to state material facts necessary to make the statements made not misleading. The Solakian Lawsuit seeks to declare the action to be a class action and monetary damages, including costs and expenses, and award of reasonable attorneys' fees, expert fees, and other costs, and such other relief as the Court may deem just and proper.

The Company intends to vigorously defend itself against these Class Actions. Based on the early stages of these legal proceedings, at this time, the Company is not able to reasonably estimate a possible range of loss, if any, that may result from the allegations set forth in the complaints filed in the Class Actions.

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