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Alfi, Inc.


The law firm of Kirby McInerney LLP announces that a class action lawsuit has been filed in the U.S. District Court for the Southern District of Florida on behalf of those who acquired Alfi, Inc. (“Alfi” or the “Company”) (NASDAQ: ALF, ALFIW) common stock or warrants pursuant and/or traceable to the Offering Documents (defined below) issued in connection with the Company’s May 4, 2021 initial public offering (“IPO” or “Offering”); and/or (b) Alfi securities between May 4, 2021 and November 15, 2021, both dates inclusive (the “Class Period”). Investors have until January 31, 2022 to apply to the Court to be appointed as lead plaintiff in the lawsuit.
 
Alfi provides interactive artificial intelligence and machine learning software solutions.
 
On January 8, 2021, Alfi filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) in connection with the IPO, which, after several amendments, was declared effective by the SEC on May 3, 2021 (the “Registration Statement”).
 
On May 5, 2021, Alfi filed a prospectus on Form 424B4 with the SEC in connection with the IPO, which formed part of the Registration Statement (the “Prospectus” and, together with the Registration Statement, the “Offering Documents”).
 
Pursuant to the Offering Documents, Alfi conducted the IPO, selling approximately 3.7 million shares of common stock, and approximately 3.7 million warrants, to the public at the Offering price of $4.15 per both share and warrant for approximate proceeds to the Company of $14 million after applicable underwriting discounts and commissions, and before expenses.
 
On October 28, 2021, Alfi disclosed in an SEC filing that, on October 22, 2021, the Board had placed Chief Executive Officer (“CEO”) Paul Antonio Pereira (“P. Pereira”), Chief Technology Officer Charles Raglan Pereira (“C. Pereira”), and Chief Financial Officer (“CFO”) Dennis McIntosh (“McIntosh”) “on paid administrative leave and authorized an independent internal investigation regarding certain corporate transactions and other matters.” That filing further disclosed, among other changes, that on October 22, 2021, the Board had appointed a new interim CEO and Chairman of the Board, and that “[o]n October 28, 2021, Mr. C. Pereira’s employment with the Company was terminated.” On this news, Alfi’s share price declined by $1.24 per share, or approximately 21.9%, from $5.66 per share to close at $4.42 per share on October 29, 2021.
 
Then, on November 15, 2021, Alfi disclosed that it “received a letter from the staff of the [SEC] indicating that the Company, its affiliates and agents may possess documents and data relevant to an ongoing investigation being conducted by the staff of the SEC” and “that such documents and data should be reasonably preserved and retained until further notice.” According to Alfi, “[t]he materials to be preserved and retained include documents and data created on or after April 1, 2018 that[,]” among other things, “were created, modified or accessed by certain named former and current officers and directors of the Company or any other officer or director of the Company” or “relate or refer to the condominium or the sports tournament sponsorship identified in the Company’s Current Report on Form 8-K filed on November 1, 2021, or financial reporting and disclosure controls, policies or procedures.”
 
Finally, on November 16, 2021, Alfi filed a notice of its inability to timely file its quarterly report on Form 10-Q with the SEC for the quarter ended September 30, 2021 (the “3Q21 10-Q”). That filing cited, inter alia, “recent changes in the Company’s [CEO] and [CFO] and in the Chair of the Audit Committee” of the Board, as well as needing “a new independent registered public accounting firm,” as reasons for the Company’s inability to timely file the 3Q21 10-Q. Following these disclosures, the Company’s share price declined by $0.24 per share, or approximately 5.21%, from $4.61 per share to close at $4.37 per share on November 16, 2021.
 
The lawsuit alleges that the Offering Documents were negligently prepared and, as a result, contained untrue statements of material fact or omitted to state other facts necessary to make the statements made not misleading and were not prepared in accordance with the rules and regulations governing their preparation. The lawsuit also alleges throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and compliance policies. Specifically, the Offering Documents and Defendants made false and/or misleading statements and/or failed to disclose that: (i) Alfi maintained deficient disclosure controls and procedures and internal control over financial reporting; (ii) as a result, the Company and its employees could and did engage in corporate transactions and other matters without sufficient and appropriate consultation with or approval by the Company’s Board of Directors (the “Board”); (iii) all the foregoing increased the risk of internal and regulatory investigations into the Company and its employees; (iv) all the foregoing, once revealed, was likely to have a material negative impact on the Company’s reputation, financial condition, and ability to timely file periodic reports with the SEC; and (v) as a result, the Company’s public statements were materially false and misleading at all relevant times.
 

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