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Case 1:17-cv-04727 Document 1 Filed 06/22/17 Page 1 of 4

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK

CHARDAN CAPITAL MARKETS, LLC Case No. _____

Plaintiff, COMPLAINT

-against-

NORTHWEST BIOTHERAPEUTICS, INC.

Defendant.

Chardan Capital Markets, LLC (Chardan) by its attorneys, Olshan Frome Wolosky

LLP, for its Complaint against Northwest Biotherapeutics, Inc. (NWBO or the Company)

states as follows:

Introduction

1. This action arises out of NWBOs unjust enrichment from Chardans efforts and

its breach of a Placement Agency Agreement (the Agreement) with Chardan.

Jurisdiction and Venue

2. This Court has jurisdiction pursuant to 28 U.S.C. 1332(a)(1), because this is an

action between citizens of different states, and the amount in controversy exceeds the sum or

value of $75,000. Venue is proper pursuant to 28 U.S.C. 1391(b)(2), as a substantial part of the

events giving rise to the claim asserted occurred in this District. Additionally, all parties have

agreed that any action to enforce the Agreement on which this action is based shall be brought

solely in New York.

The Parties and Background

3. Plaintiff Chardan is a limited liability company organized under the laws of the

State of New York, with an address at 17 State Street, Suite 1600 New York, NY. For diversity

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purposes, Chardan is a citizen of the States of New York and New Jersey.

4. Defendant NWBO is a corporation organized under the laws of the State of

Delaware, with its principal place of business in Bethesda Maryland. For diversity purposes,

NWBO is a citizen of the States of Delaware and Maryland.

The Placement Agency Agreement

5. On December 20, 2016, NWBO retained Chardan pursuant to the Agreement,

annexed as exhibit A, to act as NWBOs exclusive placement agenton a best efforts basis in

connection with the offering of securities by NWBO to potential investors. Chardan fully

performed under the Agreement and successfully placed $10 million in securities on December

27, 2016. Section 9(b) of the Agreement entitled Chardan to its customary fees if NWBO raised

capital within the next six months from any person or entity listed on Schedule 1 to whom the

Placement Agent introduced the Company or with whom there have been discussions or

negotiations about an investment in the Company during the term of the Placement Agents

engagement on behalf of the Company

6. In March 2017, NWBO approached Chardan to again raise capital. Anticipating

that NWBO would soon execute another Placement Agent Agreement, Chardan went to work to

review and analyze the Companys finances and to locate potential investors to subscribe for

securities. Through effort and skill, Chardan swiftly obtained financing commitments from

investors in excess of $6 million and was well on its way to a successful completion of the

placement. In fact, Chardan had all of the executed investor subscription pages in escrow.

Throughout, Chardan proceeded in reliance on NWBOs assurances that Chardan was indeed the

placement agent and that an agreement would be prepared to memorialize its efforts,

compensating Chardan at the standard fee of 8% of capital raised. Chardan was ready willing and

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able and in fact did raise the capital requested by NWBO. At the last minute, NWBO

announced that it had awarded the deal to another firm. That firm relied on Chardans efforts,

obtaining at least $3 million in funds from investors located by Chardan and covered by Section

9(b) of the Agreement. Defendant NWBO has refused to compensate Chardan for its efforts or to

honor its obligations under Section 9(b).

AS AND FOR A FIRST CAUSE OF ACTION


(Unjust Enrichment)

7. Plaintiff repeats the allegations in paragraphs 1 to 6 above.

8. Defendant NWBO has been unjustly enriched by Chardans efforts in March

2017, receiving benefits from Chardans skill and labor for which, in equity and good

conscience, it should compensate Chardan.

9. As a result the foregoing, Defendant is obligated to pay Plaintiff at least $1

million.

AS AND FOR A SECOND CAUSE OF ACTION


(Breach of Contract)

10. Plaintiff repeats the allegations in paragraphs 1 to 6 above.

11. The Agreement is a valid agreement between Chardan and NWBO.

12. The Agreement provides that it shall be construed and enforced in accordance

with the laws of the State of New York without regard to principles of conflicts of law.

13. Under the plain language of Section 9(b) of the Agreement, NWBO was obligated

to pay Chardan the sum of at least $240,000 in fees.

14. Defendant NWBO has acknowledged its obligation under Section 9(b) of the

Agreement, but to date has paid only the sum of $50,000 to Chardan.

15. NWBO has breached its obligation to Chardan under the Agreement.

16. Chardan has performed all of its obligations under the Agreement.

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17. As a direct result of NWBOs breach of the Agreement, Chardan has been

damaged in the amount of at least $190,000.

WHEREFORE, Chardan prays that the Court enter judgment in favor of Chardan and

against NWBO in the amount of at least $1 million; together with interest at the rate of 9% per

annum; together with all attorneys fees and costs incurred by Chardan in connection with this

action; and such other and further relief as the Court deems just and proper.

Dated: New York, New York


June 22, 2017
OLSHAN FROME WOLOSKY LLP

By: /s/ Thomas J. Fleming


Thomas J. Fleming
Attorney for Plaintiff
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300

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