Top Shelf Brands Holdings Corp. (DKTS)

[Carini]

Lots of LOLs in the new amended complaint filed against Huffman in the Graham v. Huffman et al case...

Here's one allegation in particular, so familiar!

Huffman made multiple misrepresentations during a telephone call with Graham while Graham was in Austin before Graham entered into the Exchange Agreement. During a telephone call around January 2016 which took place while Graham was in Austin, Texas, Huffman told Graham that he “met” a guy—Talari—who owned HempTech, that HempTech had just landed a $60 million “Indian Nations” contract, and that HempTech was potentially interested in purchasing BLDW. During this call, Huffman misrepresented the nature of his relationship with Talari, misrepresented the value of the alleged contract, and failed to disclose that, on information and belief, he had incorporated the other party to that alleged $60 million contract, Tinkerers Obsession Labs, LLC, through Austin-based LegalZoom, Inc. During a subsequent telephone call around February 2016 which also took place while Graham was in Austin, Texas, Huffman told Graham that he would be able to sell the HempTech shares he would be acquiring in exchange for his BLDW shares within six months of their issuance because HempTech would be “filing with the SEC” and would have “audited financials.” This statement was misleading because it suggested that Graham’s shares would become freely transferrable because they would be registered with the SEC. On information and belief, neither Huffman nor HempTech had any intention of registering Graham’s shares with the SEC.