Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 1 of 12 Page ID #:2034 1 2 JS-6 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES 11 Individually and On Behalf of All Others Similarly Situated, Honorable James V. Selna 12 Plaintiff, 13 v. 14 CHAMPIGNON BRANDS INC., 15 GARETH BIRDSALL, and MATTHEW FISH, 16 Defendants. 17 18 JUDGMENT APPROVING CLASS ACTION SETTLEMENT 19 WHEREAS, a consolidated class action is pending in this Court entitled 20 Schneider v. Champignon Brands, Inc., et al., Case No. 2:21-cv-03120 (the “Action”); 21 22 WHEREAS, (a) Lead Plaintiff Michael G. Quinn, on behalf of himself and the 23 Settlement Class (defined below), and (b) defendant Champignon Brands Inc. n/k/a 24 Braxia Scientific Corp., (“Braxia”), and defendants Gareth Birdsall, Roger McIntyre, 25 26 Stephen Brohman, and Matthew Fish (collectively, the “Individual Defendants”; and, 27 together with Braxia, the “Defendants”; and together with Lead Plaintiff, the 28 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 2 of 12 Page ID #:2035 1 “Parties”) have entered into a Stipulation and Agreement of Settlement dated April 6, 2 2022 (the “Stipulation”), that provides for a complete dismissal with prejudice of the 3 claims asserted against Defendants in the Action on the terms and conditions set forth 4 5 in the Stipulation, subject to the approval of this Court (the “Settlement”); 6 WHEREAS, unless otherwise defined in this Judgment, the capitalized terms 7 8 herein shall have the same meaning as they have in the Stipulation; 9 WHEREAS, by Order dated November 4, 2022 (the “Preliminary Approval 10 Order”), this Court: (a) preliminarily approved the Settlement; (b) certified the 11 12 Settlement Class solely for purposes of effectuating the Settlement; (c) ordered that 13 notice of the proposed Settlement be provided to potential Settlement Class Members; 14 (d) provided Settlement Class Members with the opportunity either to exclude 15 16 themselves from the Settlement Class or to object to the proposed Settlement; and (e) 17 scheduled a hearing regarding final approval of the Settlement; 18 WHEREAS, due and adequate notice has been given to the Settlement Class; 19 20 WHEREAS, the Court conducted a hearing on February 27, 2023 (the 21 “Settlement Hearing”) to consider, among other things, (a) whether the terms and 22 conditions of the Settlement are fair, reasonable and adequate to the Settlement Class, 23 24 and should therefore be approved; and (b) whether a judgment should be entered 25 dismissing the Action with prejudice as against Defendants; and 26 WHEREAS, the Court having reviewed and considered the Stipulation, all 27 28 papers filed and proceedings held herein in connection with the Settlement, all oral 2 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 3 of 12 Page ID #:2036 1 and written comments received regarding the Settlement, and the record in the Action, 2 and good cause appearing therefor; 3 IT IS HEREBY ORDERED, ADJUDGED AND DECREED: 4 5 1. Jurisdiction – The Court has jurisdiction over the subject matter of the 6 Action, and all matters relating to the Settlement, as well as personal jurisdiction over 7 8 all of the Parties and each of the Settlement Class Members. 9 2. Incorporation of Settlement Documents – This Judgment incorporates 10 and makes a part hereof: (a) the Stipulation filed with the Court on April 7, 2022; and 11 12 (b) the Notice, the Summary Notice, and the Postcard Notice, all of which were filed 13 with the Court on April 7, 2022. 14 3. Class Certification for Settlement Purposes – The Court hereby 15 16 affirms its determinations in the Preliminary Approval Order certifying, for the 17 purposes of the Settlement only, the Action as a class action pursuant to Rules 23(a) 18 and (b)(3) of the Federal Rules of Civil Procedure on behalf of the Settlement Class 19 20 consisting of all persons and entities that purchased or acquired Braxia shares on the 21 OTC Market between March 27, 2020 and February 17, 2021, inclusive (the 22 “Settlement Class Period”) and were injured thereby. Excluded from the Settlement 23 24 Class are (a) persons who suffered no compensable losses; and (b) (i) Defendants; (ii) 25 the legal representatives, heirs, successors, assigns, and members of the immediate 26 families of the Individual Defendants; (iii) the parents, subsidiaries, assigns, 27 28 successors, predecessors and affiliates of Braxia; (iv) any person who served as an 3 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 4 of 12 Page ID #:2037 1 Officer and/or director of Braxia during the Settlement Class Period; (v) any entity in 2 which any of the foregoing (i)-(iv) excluded persons have or had a majority ownership 3 interest during the Settlement Class Period; (c) any trust of which any Individual 4 5 Defendant is the grantor or settlor or which is for the benefit of any Individual 6 Defendant and/or member(s) of his or her immediate family; and (d) Defendants’ 7 8 liability insurance carriers. [Also excluded from the Settlement Class are the persons 9 and entities listed on Exhibit 1 hereto who or which are excluded from the Settlement 10 Class pursuant to request.] 11 12 4. Adequacy of Representation – Pursuant to Rule 23 of the Federal Rules 13 of Civil Procedure, and for the purposes of the Settlement only, the Court hereby 14 affirms its determinations in the Preliminary Approval Order certifying Lead Plaintiff 15 16 as Class Representative for the Settlement Class and appointing Lead Counsel as 17 Class Counsel for the Settlement Class. Lead Plaintiff and Lead Counsel have fairly 18 and adequately represented the Settlement Class both in terms of litigating the Action 19 20 and for purposes of entering into and implementing the Settlement and have satisfied 21 the requirements of Federal Rules of Civil Procedure 23(a)(4) and 23(g), respectively. 22 5. Notice – The Court finds that the emailing of a link to the webpage 23 24 hosting an electronic version of the Notice, the dissemination of the Postcard Notice, 25 the online posting of the Notice, and the publication of the Summary Notice: (a) were 26 implemented in accordance with the Preliminary Approval Order; (b) constituted the 27 28 best notice practicable under the circumstances; (c) constituted notice that was 4 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 5 of 12 Page ID #:2038 1 reasonably calculated, under the circumstances, to apprise Settlement Class Members 2 of (i) the pendency of the Action; (ii) the effect of the proposed Settlement (including 3 the Releases to be provided thereunder); (iii) Lead Counsel’s motion for an award of 4 5 attorneys’ fees and reimbursement of Litigation Expenses; (iv) their right to object to 6 any aspect of the Settlement, the Plan of Allocation and/or Lead Counsel’s motion for 7 8 attorneys’ fees and reimbursement of Litigation Expenses; (v) their right to exclude 9 themselves from the Settlement Class; and (vi) their right to appear at the Settlement 10 Hearing; (d) constituted due, adequate, and sufficient notice to all persons and entities 11 12 entitled to receive notice of the proposed Settlement; and (e) satisfied the 13 requirements of Rule 23 of the Federal Rules of Civil Procedure, the United States 14 Constitution (including the Due Process Clause), the Private Securities Litigation 15 16 Reform Act of 1995, 15 U.S.C. § 78u-4, as amended, and all other applicable law and 17 rules. 18 6. Final Settlement Approval and Dismissal of Claims – Pursuant to, and 19 20 in accordance with, Rule 23 of the Federal Rules of Civil Procedure, this Court hereby 21 fully and finally approves the Settlement set forth in the Stipulation in all respects 22 (including, without limitation: the amount of the Settlement; the Releases provided 23 24 for therein; and the dismissal with prejudice of the claims asserted against Defendants 25 in the Action), and finds that the Settlement is, in all respects, fair, reasonable and 26 adequate to the Settlement Class. The Parties are directed to implement, perform and 27 28 consummate the Settlement in accordance with the terms and provisions contained in 5 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 6 of 12 Page ID #:2039 1 the Stipulation. 2 7. The Action and all of the claims asserted against Defendants in the 3 Action by Lead Plaintiff and the other Settlement Class Members are hereby 4 5 dismissed with prejudice. The Parties shall bear their own costs and expenses, except 6 as otherwise expressly provided in the Stipulation. 7 8 8. Binding Effect – The terms of the Stipulation and of this Judgment shall 9 be forever binding on Defendants, Lead Plaintiff and all other Settlement Class 10 Members (regardless of whether or not any individual Settlement Class Member 11 12 submits a Claim Form or seeks or obtains a distribution from the Net Settlement 13 Fund), as well as their respective successors and assigns. [The persons and entities 14 listed on Exhibit 1 hereto are excluded from the Settlement Class pursuant to request 15 16 and are not bound by the terms of the Stipulation or this Judgment.] 17 9. Releases – The Releases set forth in paragraphs 6 and 7 of the 18 Stipulation, together with the definitions contained in paragraph 1 of the Stipulation 19 20 relating thereto, are expressly incorporated herein in all respects. The Releases are 21 effective as of the Effective Date. Accordingly, this Court orders that: 22 (a) Without further action by anyone, and subject to paragraph 10 23 24 below, upon the Effective Date of the Settlement, Lead Plaintiff and each of the other 25 Settlement Class Members, on behalf of themselves, and their respective successors 26 or assigns, in their capacities as such, shall be deemed to have, and by operation of 27 28 law and of this Judgment shall have, fully, finally and forever waived, released, 6 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 7 of 12 Page ID #:2040 1 discharged, and dismissed each and every Released Plaintiff’s Claim against 2 Defendants and the other Defendants’ Releasees, and shall forever be enjoined from 3 prosecuting any or all of the Released Plaintiff’s Claims against any of the 4 5 Defendants’ Releasees. This Release shall not apply to any of the Excluded Claims 6 (as that term is defined in paragraph 1(t) of the Stipulation). 7 8 (b) Without further action by anyone, and subject to paragraph 10 9 below, upon the Effective Date of the Settlement, Defendants, on behalf of 10 themselves, and their respective successors or assigns, in their capacities as such, shall 11 12 be deemed to have, and by operation of law and of this Judgment shall have, fully, 13 finally and forever waived, released, discharged, and dismissed each and every 14 Released Defendants’ Claim against Lead Plaintiff and the other Plaintiff’s Releasees, 15 16 and shall forever be enjoined from prosecuting any or all of the Released Defendants’ 17 Claims against any of the Plaintiff’s Releasees. [This Release shall not apply to any 18 person or entity listed on Exhibit 1 hereto.] 19 20 10. Notwithstanding paragraphs 9(a) – (b) above, nothing in this Judgment 21 shall bar any action by any of the Parties to enforce or effectuate the terms of the 22 Stipulation or this Judgment. 23 24 11. Rule 11 Findings – The Court finds and concludes that the Parties and 25 their respective counsel have complied in all respects with the requirements of Rule 26 11 of the Federal Rules of Civil Procedure in connection with the institution, 27 28 prosecution, defense, and settlement of the Action. 7 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 8 of 12 Page ID #:2041 1 12. No Admissions – Neither this Judgment, the Term Sheet, the Stipulation 2 (whether or not consummated), including the exhibits thereto and the Plan of 3 Allocation contained therein (or any other plan of allocation that may be approved by 4 5 the Court), the negotiations leading to the execution of the Term Sheet and the 6 Stipulation, nor any proceedings taken pursuant to or in connection with the Term 7 8 Sheet, the Stipulation and/or approval of the Settlement (including any arguments 9 proffered in connection therewith): 10 11 (a) shall be offered against any of the Defendants’ Releasees as 12 evidence of, or construed as, or deemed to be evidence of any presumption, 13 concession, or admission by any of the Defendants’ Releasees with respect to the truth 14 15 of any fact alleged by Lead Plaintiff or the validity of any claim that was or could 16 have been asserted or the deficiency of any defense that has been or could have been 17 asserted in this Action or in any other litigation, or of any liability, negligence, fault, 18 19 or other wrongdoing of any kind of any of the Defendants’ Releasees or in any way 20 referred to for any other reason as against any of the Defendants’ Releasees, in any 21 civil, criminal or administrative action or proceeding, other than such proceedings as 22 23 may be necessary to effectuate the provisions of the Stipulation; 24 25 (b) shall be offered against any of the Plaintiff’s Releasees, as 26 evidence of, or construed as, or deemed to be evidence of any presumption, 27 concession or admission by any of the Plaintiff’s Releasees that any of their claims 28 8 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 9 of 12 Page ID #:2042 1 are without merit, that any of the Defendants’ Releasees had meritorious defenses, or 2 that damages recoverable under the Complaint would not have exceeded the 3 Settlement Amount or with respect to any liability, negligence, fault or wrongdoing 4 5 of any kind, or in any way referred to for any other reason as against any of the 6 Plaintiff’s Releasees, in any civil, criminal or administrative action or proceeding, 7 8 other than such proceedings as may be necessary to effectuate the provisions of the 9 Stipulation; or 10 11 (c) shall be construed against any of the Releasees as an admission, 12 concession, or presumption that the consideration to be given under the Settlement 13 represents the amount which could be or would have been recovered after trial; 14 15 provided, however, that the Parties and the Releasees and their respective counsel 16 may refer to this Judgment and the Stipulation to effectuate the protections from 17 liability granted hereunder and thereunder or otherwise to enforce the terms of the 18 19 Settlement. 20 13. Retention of Jurisdiction – Without affecting the finality of this 21 Judgment in any way, this Court retains continuing and exclusive jurisdiction over: 22 23 (a) the Parties for purposes of the administration, interpretation, implementation and 24 enforcement of the Settlement; (b) the disposition of the Settlement Fund; (c) any 25 motion for an award of attorneys’ fees and/or Litigation Expenses by Lead Counsel 26 27 in the Action that will be paid from the Settlement Fund; (d) any motion to approve 28 9 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 10 of 12 Page ID #:2043 1 the Plan of Allocation; (e) any motion to approve the Class Distribution Order; and 2 (f) the Settlement Class Members for all matters relating to the Action. 3 14. Separate orders shall be entered regarding approval of a plan of 4 5 allocation and the motion of Lead Counsel for an award of attorneys’ fees and 6 reimbursement of Litigation Expenses. Such orders shall in no way affect or delay 7 8 the finality of this Judgment and shall not affect or delay the Effective Date of the 9 Settlement. 10 15. Modification of the Agreement of Settlement – Without further 11 12 approval from the Court, Lead Plaintiff and Defendants are hereby authorized to agree 13 to and adopt such amendments or modifications of the Stipulation or any exhibits 14 attached thereto to effectuate the Settlement that: (a) are not materially inconsistent 15 16 with this Judgment; and (b) do not materially limit the rights of Settlement Class 17 Members in connection with the Settlement. Without further order of the Court, Lead 18 Plaintiff and Defendants may agree to reasonable extensions of time to carry out any 19 20 provisions of the Settlement. 21 16. Termination of Settlement – If the Settlement is terminated as provided 22 in the Stipulation or the Effective Date of the Settlement otherwise fails to occur, this 23 24 Judgment shall be vacated, rendered null and void and be of no further force and 25 effect, except as otherwise provided by the Stipulation, and this Judgment shall be 26 without prejudice to the rights of Lead Plaintiff, the other Settlement Class Members 27 28 and Defendants, and the Parties shall revert to their respective positions in the Action 10 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 11 of 12 Page ID #:2044 1 as of February 25, 2022, as provided in the Stipulation. 2 17. Entry of Final Judgment – There is no just reason to delay the entry of 3 this Judgment as a final judgment in this Action. Accordingly, the Clerk of the Court 4 5 is expressly directed to immediately enter this final judgment in this Action. 6 SO ORDERED this 2nd day of March, 2023. 7 8 9 10 ________________________________________ 11 The Honorable James V. Selna 12 United States District Judge 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 11 Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 12 of 12 Page ID #:2045 1 Exhibit 1 2 [List of Persons and Entities Excluded from the Settlement Class Pursuant to 3 Request] 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 12