Lawsuit Overview
June 22, 2017 - An investor in shares of Axiom Holdings Inc (OTCMKTS: AIOM) filed a lawsuit in the U.S. District Court for the Southern District of New York over alleged violations of Federal Securities Laws by Axiom Holdings Inc in connection with certain allegedly false and misleading statements made between October 14, 2016 and June 19 2017.
On October 10, 2016, Axiom Holdings Inc entered into a Share Exchange Agreement (the “Agreement”) with Hong Kong corporation CJC Holdings Ltd (together with its subsidiaries, “CJC”) and the two shareholders of CJC Holdings Ltd, Hu Dengyang and Yang Chuan (collectively, the “CJC Shareholders”).
CJC Holdings Ltd, through its subsidiaries, operates and constructs hydropower electric generation stations located in China with two in operation, a third under construction and a fourth in the planning stage and slated for operation in 2019. In addition, CJC Holdings Ltd, through its subsidiaries, operates two hotels in China. Pursuant to the Agreement, Axiom Holdings Inc was to acquire all of the issued and outstanding shares of CJC Holdings Ltd from the two shareholders of CJC Holdings Ltd stated above in exchange for the issuance to the two shareholders of CJC Holdings Ltd of 200,000,000 shares of the Company’s common stock.
According to the complaint the plaintiff alleges on behalf of purchasers of Axiom Holdings Inc (OTCMKTS: AIOM) common shares between October 14, 2016 and June 19 2017, that the defendants violated Federal Securities Laws.
More specifically, the plaintiff claims that between October 14, 2016 and June 19 2017 the defendants made false and/or misleading statements and/or failed to disclose that Axiom Holdings Inc lacked control over the merger process sufficient to ensure that the Agreement with CJC Holdings Ltd would be completed, that accordingly, the Agreement with CJC Holdings Ltd was never completed, that the Company’s issuance of shares to the two shareholders of CJC Holdings Ltd was thus improper, and that as a result of the foregoing, Axiom Holdings Inc’s public statements were materially false and misleading at all relevant times.
On June 19, 2017, Axiom Holdings Inc disclosed that it identified discrepancies related to prior news announcements in response to a subpoena from the U.S. Securities and Exchange Commission. Specifically, Axiom Holdings Inc disclosed issues relating to the propriety of Axiom Holdings Inc’s December 2016 share exchange with CJC Holdings Ltd under which Axiom acquired all of CJC Holdings Ltd’s outstanding shares, and that the purported CEO of CJC Holdings Ltd, who signed the share exchange agreement in December 2016, had actually resigned from that role a month earlier. Shares of Axiom Holdings Inc (OTCMKTS: AIOM) closed on June 23, 2017 at $0.72 per share.