NOTICE OF PENDENCY OF CLASS ACTION: Instadose Pharma Corp.

NOTICE OF PENDENCY OF CLASS ACTION
 

If you purchased or otherwise acquired publicly traded Instadose Pharma Corp.
(“Instadose” or the “Company”) securities from July 14, 2021, through November 24, 2021,
both dates inclusive (the “Class”), a class action lawsuit may affect your rights.
 

A federal court authorized this Notice. This is not a solicitation from a lawyer.
Please read this Notice carefully and in its entirety.
 

This important legal Notice is being sent pursuant to Rule 23 of the Federal Rules of Civil Procedure and an order of the United States District Court for the Eastern District of Virgina (the “Court”) to inform you of a class action lawsuit that is now pending in the Court under the above caption (the “Action”) against Instadose and Terry Wilshire (together, “Defendants”). This Notice is intended only to advise you that the Action has been certified by the Court to proceed as a class action on behalf of the Class (defined herein), and to advise you of your rights with respect to the lawsuit.
 

The Court has not decided whether Defendants did anything wrong, and this Notice is not an expression by the Court of any opinion regarding the merits of any of the claims. There is no settlement or monetary recovery at this time, and there is no guarantee there will be any recovery.

The Court has certified this lawsuit as a class action. A class action is a lawsuit in which one or more individual(s) and/or entity(ies) (called “Plaintiffs”) sue an individual(s) and/or other entity(ies) on behalf of all other people and/or entities who are allegedly in a similar position. Collectively, the people and/or entities bringing the lawsuit are referred to as a “Class” and individually as “Class Members.” In a class action, the court proceeding resolves certain issues, legal claims, and/or defenses for all Class Members in one lawsuit, except for those who ask to be excluded from the Class (as discussed below). If you purchased or otherwise acquired publicly traded Instadose securities from July 14, 2021, through November 24, 2021, both dates inclusive (the “Class Period”), you may be a Class Member. The Class definition may be subject to change by Court order, pursuant to Rule 23 of the Federal Rules of Civil Procedure.

If you are a Class Member, your rights will be affected by this Action. However, receipt of this Notice does not mean you are a Class Member, because the parties do not have a list of all Class Members.

The complaint in this Action was filed in the Court on December 30, 2021 (the “Complaint”). The Complaint alleges that Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. The Complaint alleges that Defendants made false and/or misleading statements and/or failed to disclose that: (i) Instadose had performed inadequate due diligence into its business combination with a Canadian-based cannabis producer, or ignored significant red flags associated with that business; (ii) Instadose’s internal controls and policies were inadequate to detect and/or prevent impermissible trading activity by control persons of the Company; (iii) the foregoing subjected Instadose to a heightened risk of regulatory scrutiny and enforcement action; and (iv) as result, the Company’s public statements were materially false and misleading at all relevant times.

Mavis Brown and Tim Brown (“Plaintiffs”) were appointed Lead Plaintiffs by the Court on July 29, 2022. Defendants were served with the Complaint but failed to answer the Complaint and/or make an appearance. Default was entered against Defendants on August 25, 2022, and on February 28, 2023, Plaintiffs requested a default judgment (i.e., an order to pay specified damages) and certification of the Class.

The Court issued an Order on August 24, 2023, granting in part and denying in part Plaintiffs’ motion. The Court found that the Complaint did not plead sufficient facts to support the allegations relating to internal controls and held that the class period should begin on July 14, 2021, instead of an earlier date. Additionally, the Court found that Notice had to be provided to the Class prior to entry of any default judgment and ordered said Notice with a renewed motion for default judgment to be filed after Notice was provided to the Class.

Unless the Court rescinds its order certifying the Class, all orders of the Court, whether favorable or not to the Class, will be binding on any Class Members who do not opt out or exclude themselves from the Class. See No. 5 for further discussion. This includes any judgments by the Court, whether favorable or not favorable to the Class, which will be binding on all Class Members who do not exclude themselves.

No money or any other benefits are available now. Even if the Court grants a motion for default judgment in the future, collection from Defendants will take time and there is no guarantee that money or any other benefit will ever be obtained. If there is a recovery, you will be notified separately about how to obtain your share.

According to the Court’s order, you are a Class Member if you fit this description:

All persons and entities that purchased or otherwise acquired publicly traded Instadose securities from July 14, 2021, through November 24, 2021, both dates inclusive (the “Class”). Excluded from the Class are: (a) the Defendants; (b) members of the immediate families of the Defendants; (c) all subsidiaries and affiliates of the Defendants, including the Company’s employee retirement and benefit plan(s); (d) any person who is or was an officer or director of the Company during the Class Period; (e) any entity in which any Defendant has a controlling interest; (f) the Defendants’ directors’ and officers’ liability insurance carriers and any affiliates or subsidiaries thereof; and (g) the legal representatives, heirs, successors, or assigns of any such excluded party.

If you are a Class Member, you must decide either to stay in this lawsuit or exclude yourself, as described below. You may enter an appearance through your own attorney at your own expense if you so desire. If you are a legal representative for a deceased’s estate or an individual who is no longer in charge of his or her own financial matters, and you believe they fall within this definition, read this Notice carefully to decide what steps to take on their behalf. If you are uncertain about whether you are a Class Member, contact Class Counsel listed below, or your own attorney.

If you are a Class Member, you have a right to stay in the case as a Class Member or be excluded from the lawsuit. You must decide this very soon.

You have the right to stay in the lawsuit as a Class Member and await the outcome of the case. You need not do anything if you wish to remain in this lawsuit (other than retain your records in Instadose securities as detailed below). It will cost you nothing. If you do nothing and are a Class Member, you will be legally bound by all past, present, and future orders and judgments in this Action, whether favorable or unfavorable. At the end of the case, you may receive money or other benefits as may be awarded as a result of collection of monies after entry of a default judgment, as the result of a trial, or as a result of a settlement reached between the Class Representatives and Defendants, or you may receive nothing. However, if you remain a member of the Class, you may not pursue a lawsuit on your own behalf with regard to any of the issues in
this Action.

If you stay in the case, you do not need to do anything at this time other than to retain documentation of your transactions in Instadose securities. Should there be a recovery or settlement, Class Members will be required to submit a claim form demonstrating their membership in the Class and documenting their purchases, sales, and/or holdings of Instadose securities, and their resulting damages. No money or benefits are available now and there is no guarantee that money or benefits will be obtained. If they are, Class Members will be notified regarding how to obtain a share.

As a member of the Class, you will be represented by Class Counsel, who are:
 

Lawrence P. Eagel
BRAGAR EAGEL & SQUIRE, P.C.
810 Seventh Avenue, Suite 620
New York, NY 10019
Telephone: 212/308-5858
www.bespc.com
 

In the event that the Class Representatives are successful in collecting on any default judgment, or through trial or settlement, Class Counsel will seek attorneys’ fees and expenses from the judgment or settlement proceeds. If there is no recovery, Class Counsel will not receive any attorneys’ fees. You will not be personally responsible for any fees, costs, or expenses of Class Counsel relating to the prosecution of this lawsuit.

If you want to be represented by your own lawyer, you may hire one at your own expense. If you do retain separate counsel, you will be responsible for your attorney’s fees and expenses and your counsel must enter an appearance on your behalf by filing a Notice of Appearance with the Court and mailing it to Class Counsel at the address set forth above on or before February 14, 2024.

Please note that if you do nothing now and stay in the lawsuit, you will give up your rights to sue Defendants separately in another lawsuit regarding legal claims that are, or could have been, part of this lawsuit, and your rights to recover in other lawsuits involving Defendants may be impacted. You may also forgo your right to pursue claims based on alternative theories in favor of the theories being pursued in this case. If you stay in the case, you will be legally bound by all of the orders that the Court issues in this case, including any judgment.

Alternatively, you have the right to not be part of this lawsuit by excluding yourself, also known as “opting out” of the Class. If you wish to exclude yourself, you must do so on or before February 14, 2024, as described below. If you exclude yourself from the Class, you will not be bound by any past, present, or future orders and judgments in this Action, nor will you be eligible to share in any recovery that might be obtained in the Action. Additionally, if you exclude yourself from the Class, you will retain any rights you have, individually, if any, to sue Defendants separately in another lawsuit and bring the same legal claims that are part of this lawsuit. Please note, if you choose this option and exclude yourself from the Class, you may be subject to a statute of limitations and statute of repose, which set deadlines for filing the lawsuit within a certain period of time and which could foreclose certain or all claims. Please refer to No. 6 below if you would like to be excluded from the Class.

To exclude yourself from this lawsuit and/or preserve your rights to bring a separate case, you must make a request to be excluded in writing and mail it by first-class mail to:
 

Instadose Securities Litigation
c/o RG/2 Claims Administration LLC
P.O. Box 59479
Philadelphia, PA 19102-9479
 

All requests for exclusion must be postmarked on or before February 14, 2024. Your request for exclusion must clearly state the following: (1) that you “request exclusion from the Class in DeLuca v. Instadose Pharma Corp., et al., Case No. 2:21-cv-00675 (E.D. Va.).”; (2) the name, address, telephone number, and email address of the person or entity requesting exclusion, and, in the case of entities, the name and telephone number of the appropriate contact person; (3) the number of shares of Instadose securities that the person or entity requesting exclusion purchased or acquired from July 14, 2021, through November 24, 2021, both dates inclusive; (4) how many of those securities the person or entity requesting exclusion sold; and (5) the dates, number of shares, and prices of each such purchase/acquisition and sale. The request must be signed by the person or entity requesting exclusion or an authorized representative and accompanied by proof of authorization.

You cannot exclude yourself from the Class by telephone or by email, and a request for exclusion shall not be effective unless it contains all of the information called for immediately above and is postmarked by the date stated above or is otherwise accepted by the Court.

If you do not exclude yourself by the deadline above, you will remain part of the Class and be bound by the orders of the Court in this lawsuit, including any judgment, whether or not it is favorable to the Class.

Do not request exclusion from the Class if you wish to participate in this Action as a member of the Class.

If you have any questions about the lawsuit or any matter raised by this Notice, please contact Class Counsel or visit www.bespc.com/cases/InstadosePharma-SecuritiesLitigation, where you can find case-related documents and detailed information regarding the Action. You may also call RG/2 Claims Administration LLC at (866) 742-4955.

Complete copies of the documents filed in this lawsuit may also be examined and copied at any time during regular office hours at the Clerk of Court, United States District Court for the Eastern District of Virginia, Norfolk Division, located at 600 Granby Street, Norfolk, Virginia 23510 or for a fee at www.pacer.gov.

If you hold any Instadose securities that were purchased or otherwise acquired from July 14, 2021, through November 24, 2021, both dates inclusive, as a nominee for a beneficial owner, then, you must either: (a) within seven (7) calendar days after receipt of this Notice, request from the Administrator sufficient copies of the Postcard Notice to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Postcard Notices forward them to all such beneficial owners; or (b) within seven (7) calendar days of receipt of this Notice, provide a list of the names and addresses of all such beneficial owners to the Administrator at info@rg2claims.com or Instadose Securities Litigation, c/o RG/2 Claims Administration LLC, P.O. Box 59479, Philadelphia, PA 19102-9479. You must also provide email addresses for all such beneficial owners to the Administrator, to the extent they are available. If you choose the first option, you must also send a statement to the Administrator confirming that the mailing was timely made, and you must retain your mailing records for use in connection with any future notices that may be provided in the Action. If you choose the second option, the Administrator will send a copy of the Postcard Notice to the beneficial owners. Upon full and timely compliance with these directions, nominees may seek reimbursement of their reasonable out-of-pocket expenses actually incurred by providing the Administrator with proper documentation supporting the expenses.
 

BY ORDER OF THE COURT
UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF VIRGINIA