Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against First High-School, Upstart, Oscar, and Axsome and Encourages Investors to Contact the Firm
News provided byBragar Eagel & Squire
Jun 13, 2022, 9:00 PM ET
NEW YORK, June 13, 2022 (GLOBE NEWSWIRE) -- Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, reminds investors that class actions have been commenced on behalf of stockholders of First High-School Education Group Co., Ltd. (NYSE: FHS), Upstart Holdings, Inc. (NASDAQ: UPST), Oscar Healthm Inc. (NYSE: OSCR), and Axsome Therapeutics, Inc. (NASDAQ: AXSM). Stockholders have until the deadlines below to petition the court to serve as lead plaintiff. Additional information about each case can be found at the link provided.
First High-School Education Group Co., Ltd. (NYSE: FHS)
Class Period: March 12, 2021 IPO
Lead Plaintiff Deadline: July 11, 2022
First High-School Education provides tutoring services and operates private high schools in Western China. In the week immediately prior to the IPO – from March 4, 2021 through March 11, 2021 – China held its annual “Two Sessions” parliamentary meetings, where the two main political bodies of China meet, discuss, and reveal plans for China’s policies involving the economy, military, trade, diplomacy, education, the environment, and other issues. Unbeknownst to investors until after the IPO, Chinese government leaders in attendance at the Two Sessions meetings had proposed – and ultimately adopted – stringent regulations governing the educational industry with material adverse repercussions for First High-School Education’s business, operations, and financial prospects.
Specifically, the First High-School Education class action lawsuit alleges that the IPO’s Registration Statement made inaccurate statements of material fact because defendants failed to disclose the following adverse facts that existed at the time of the IPO: (i) that the new rules, regulations, and policies to be implemented by the Chinese government following the Two Sessions parliamentary meetings were far more severe than represented to investors and posed a material adverse threat to First High-School Education and its business; (ii) that contemplated Chinese regulations and rules regarding private education were leading to a slowdown of government approval to open new educational facilities which would have a negative effect on First High-School Education’s enrollment and growth; and (iii) that, as a result, the Registration Statement’s representations regarding First High-School Education’s historical financial and operational metrics and purported market opportunities did not accurately reflect the actual business, operations, and financial results and trajectory of First High-School Education at the time of the IPO, and were materially false and misleading and lacked a factual basis.
Soon after the IPO, media reports stated that attendees of the Two Sessions conference had proposed stricter regulations to rein in the for-profit education industry, such as regulations aimed at enhancing teacher quality, limiting fee scams, reducing market abuse, and reducing the stress that for-profit educational companies had placed on students in the Chinese educational system.
On May 12, 2021, news reports revealed that the impending government crackdown on for-profit educational companies in China would be much more drastic and far reaching than previously publicly known. Sources stated that anticipated rules would include measures such as banning on-campus tutoring classes, prohibiting tutoring services during weekend hours, and the imposition of industry-wide fee limitations.
Then, on May 14, 2021, China’s state council announced rules that it would further tighten regulations on compulsory education and training institutions. According to an article on fitchratings.com titled “Legal Changes in Private Education in China: Rising Risks for K-12 Education Companies; Higher-Education Providers Benefit,” the new rules “aim to prohibit profit-making in compulsory education,” and “expose K-12 school operators to heightened regulatory risks and their revenue growth may slow . . . until they obtain more clarity on how the changes will be implemented.” Thereafter, on July 23, 2021, China unveiled a sweeping overhaul of its education sector, banning companies that teach the school curriculum from making profits, raising capital, or going public. These drastic measures effectively ended any potential growth in the for-profit tutoring sector in China.
Two months later, on September 28, 2021, First High-School Education revealed that its first half of 2021 revenue was RMB231.9 million, a year-over-year increase of only 24.8%, a steep drop from the 30.5% year-over-year revenue increase for the first nine months of 2020, and the 32.5% year-over-year revenue increase for the full year 2020. The following month, on October 13, 2021, First High-School Education issued a release announcing that its CFO, defendant Lidong Zhu, had resigned as CFO. And on December 16, 2021, First High-School Education announced that it had dismissed its auditor KPMG Huazhen LLP.
On April 5, 2022, First High-School Education announced that it had received a letter from the New York Stock Exchange (“NYSE”) stating that it was in non-compliance with the NYSE’s listing requirements because its total market capitalization and stockholders’ equity had fallen below compliance standards. The following week, on April 13, 2022, First High-School Education announced that its total revenues for 2021 were just RMB400.2 million, representing a substantial deceleration in the second half of the year. The release also stated that First High-School Education’s total student enrollment had remained almost unchanged at 21,247 students at year’s end, representing a paltry 3% increase year-over-year, and that First High-School Education’s gross profit had declined 18.1% during the year.
Finally, on May 3, 2022, First High-School Education filed a notice with the U.S. Securities and Exchange Commission that it would not be able to timely file its annual report on Form NT 20-F.
By May 10, 2022, First High-School Education ADSs closed below $1 per ADS – more than 90% below the price at which First High-School Education ADSs were sold to the investing public a little more than one year previously. At the time of the filing of this complaint, the price of First High-School Education ADSs has remained significantly below the IPO price.
For more information on the First High-School class action go to: https://bespc.com/cases/FHS
Upstart Holdings, Inc. (NASDAQ: UPST)
Class Period: March 18, 2021 – May 9, 2022
Lead Plaintiff Deadline: July 12, 2022
On May 9, 2022, after the market closed, Upstart announced its first quarter 2022 financial results in a press release. Therein, the Company reduced its fiscal 2022 guidance, expecting revenue of approximately $1.25 billion and contribution margin of 48%. During the related conference call, Upstart’s Chief Financial Officer cited “rising interest rates and rising consumer delinquencies [as] putting downward pressure on conversion.”
On this news, the Company’s stock price fell $43.52, or 56%, to close at $33.61 per share on May 10, 2022.
The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that Upstart’s AI model could not adequately account for macroeconomic factors such as interest rates that impact the market-clearing price for loans; (2) that, as a result, Upstart was experiencing negative impact on its conversion rate; (3) that, as a result, the Company was reasonably likely to use its balance sheet to fund loans; and (4) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially false and/or misleading and/or lacked a reasonable basis.
For more information on the Upstart class action go to: https://bespc.com/cases/UPST
Oscar Health, Inc. (NYSE: OSCR)
Class Period: March 4, 2021 IPO
Lead Plaintiff Deadline: July 12, 2022
In March 2021, Oscar Health conducted its IPO, selling 36,391,946 shares of Class A common stock at a price of $39.00 per share. The Company received net proceeds of approximately $1.3 billion from the Offering. The proceeds from the IPO were purportedly to be used to repay in full outstanding borrowings, including fees and expenses, under Oscar Health’s Term Loan Facility ($167 million), and the remainder proceeds were to be used for general corporate purposes.
On August 12, 2021, Oscar Health disclosed that the Company’s Medical Loss Ratio (“MLR”) for the second quarter of 2021 was 82.4%, an increase of 2170 basis points year-over year. The Company claimed that “[t]he MLR increased to 82.4% in 2Q21 from 60.7% in 2Q20, primarily driven by meaningfully lower utilization in 2Q20 as a result of COVID-19, as well as higher COVID-19 testing and treatment costs and a return to more normalized utilization in 2Q21.” The Company also disclosed that its net loss for the quarter was $73.1 million, an increase of $32.1 million year-over-year.
Then, on November 10, 2021, Oscar Health disclosed that its third quarter 2021 MLR increased 920 basis points year-over-year, to 99.7%. The Company claimed that the MLR increase was “primarily driven by higher net COVID costs as compared to the net benefit in 3Q20, an unfavorable prior year Risk Adjustment Data Validation (RADV) result, and the impact of significant SEP membership growth.” The Company also disclosed that its net loss for the quarter was $212.7 million, an increase of $133.6 million year-over-year.
During a conference call held the same day, Scott Blackley, the Company’s Chief Financial Officer, stated: “We recognized approximately $20 million of risk adjustment expense this quarter related to our risk adjustment data validation audit or RADV results. The RADV exercise is atypical this year due to COVID. It spans two years, 2019 and 2020. The majority of the RADV headwinds relate to the 2019 audit results, which were recently completed.”
On this news, Oscar Health’s share price fell $4.05 per share, or 24.5%, to close at 12.47 per share on November 11, 2021.
By the commencement of this action, Oscar Health stock has traded as low as $5.76 per share, a more than 85% decline from the $39.00 per share IPO price.
The complaint filed in this class action alleges that the Registration Statement was materially false and misleading and omitted to state: (1) that Oscar Health was experiencing growing COVID-19 testing and treatment costs; (2) that Oscar Health was experiencing growing net COVID costs; (3) that Oscar Health would be negatively impacted by an unfavorable prior year Risk Adjustment Data Validation (RADV) result relating to 2019 and 2020; (4) that Oscar Health was on track to be negatively impacted by significant SEP membership growth; and (5) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.
For more information on the Oscar Health class action go to: https://bespc.com/cases/OSCR
Axsome Therapeutics, Inc. (NASDAQ: AXSM)
Class Period: December 30, 2019 – April 22, 2022
Lead Plaintiff Deadline: July 12, 2022
Axsome is a biopharmaceutical company that engages in the development of novel therapies for central nervous system disorders in the United States. The Company is developing, among other product candidates, AXS-07, a novel, oral, rapidly absorbed, multi-mechanistic, and investigational medicine for the acute treatment of migraine.
Axsome consistently touted AXS-07’s regulatory and commercial prospects in anticipation of the Company’s submission a New Drug Application (“NDA”) to the U.S. Food and Drug Administration (“FDA”) for AXS-07 for the acute treatment of migraine (the “AXS-07 NDA”) based on the drug’s positive results in two Phase 3 trials. However, unbeknownst to investors, the Company’s preparation and eventual submission of the AXS-07 NDA was plagued with chemistry, manufacturing, and control (“CMC”) issues.
The complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Axsome’s CMC practices were deficient with respect to AXS-07 and its manufacturing process; (ii) as a result, Axsome was unlikely to submit the AXS-07 NDA on its initially represented timeline; (iii) the foregoing CMC issues remained unresolved at the time that the FDA reviewed the AXS-07 NDA; (iv) accordingly, the FDA was unlikely to approve the AXS-07 NDA; (v) as a result of all the foregoing, Axsome had overstated AXS-07’s regulatory and commercial prospects; and (vi) as a result, the Company’s public statements were materially false and misleading at all relevant times.
On November 5, 2020, Axsome issued a press release reporting the Company’s third quarter 2020 results. That press release disclosed that the Company “plans to submit the [AXS-07] NDA to the FDA in the first quarter of 2021, versus previous guidance of the fourth quarter of 2020, to allow for inclusion of supplemental manufacturing information to ensure a robust submission package.”
On this news, Axsome’s stock price fell $5.22 per share, or 6.99%, to close at $69.51 per share on November 5, 2020.
Then, on April 25, 2022, Axsome disclosed in a filing with the U.S. Securities and Exchange Commission that, “[o]n April 22, 2022, Axsome . . . was informed by the [FDA] that [CMC] issues identified during the FDA’s review of the Company’s [NDA] for its AXS-07 product candidate for the acute treatment of migraine are unresolved.” That filing also disclosed that “[b]ased upon the time remaining in the NDA review cycle, the Company expects to receive a Complete Response Letter [(‘CRL’)] with respect to this NDA on or about the Prescription Drug User Fee Act target action date of April 30, 2022.”
On this news, Axsome’s stock price fell $8.60 per share, or 21.99%, to close at $30.50 per share on April 25, 2022.
Finally, on May 2, 2022, Axsome announced that it received a CRL from the FDA regarding the AXS-07 NDA for the acute treatment of migraine. According to the Company, “[t]he principal reasons given in the CRL relate to [CMC] considerations” including “the need for additional CMC data pertaining to the drug product and manufacturing process.”
For more information on the Axsome class action go to: https://bespc.com/cases/AXSM
About Bragar Eagel & Squire, P.C.:
Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York, California, and South Carolina. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.