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             Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 1 of 13\n\n\n\nUNITED STATES DISTRICT COURT\nSOUTHERN DISTRICT OF NEW YORK\n\n                                                   :\nCHARLES REINHARDT,                                 :\n                                                   :   Case No. _____________\n                       Plaintiff,                  :\n                                                   :\n        v.                                         :   COMPLAINT FOR VIOLATIONS OF\n                                                   :   THE FEDERAL SECURITIES LAWS\nIKONICS CORPORATION, WILLIAM C.                    :\nULLAND, GLENN SANDGREN,                            :\nMARIANNE BOHREN, LOCKWOOD                          :   JURY TRIAL DEMANDED\nCARLSON, JEFFREY D. ENGBRECHT,                     :\nERNEST M. HARPER, JR., DARRELL B.                  :\nLEE, and GREGORY W. JACKSON,                       :\n                                                   :\n                       Defendants.                 :\n                                                   :\n                                                   :\n\n       Plaintiff Charles Reinhardt (\u201cPlaintiff\u201d), upon information and belief, including an\n\nexamination and inquiry conducted by and through his counsel, except as to those allegations\n\npertaining to Plaintiff, which are alleged upon personal belief, alleges the following for his Complaint:\n\n                                     NATURE OF THE ACTION\n\n       1.      Plaintiff brings this action against IKONICS Corporation (\u201cIKONICS\u201d or the\n\n\u201cCompany\u201d) and its corporate directors for violating Sections 14(a) and 20(a) of the Securities\n\nExchange Act of 1934 (the \u201cExchange Act\u201d), 15 U.S.C. \u00a7\u00a7 78n(a), 78t(a), and U.S. Securities and\n\nExchange Commission (\u201cSEC\u201d) Rule 14a-9, 17 C.F.R. \u00a7 240.14a-9. By the action, Plaintiff seeks to\n\nenjoin the vote on a proposed transaction pursuant to which TeraWulf Inc. (\u201cTeraWulf\u201d) will merge\n\nthe Company through IKONICS\u2019s subsidiaries Telluride Holdco, Inc. (\u201cHoldco\u201d), Telluride Merger\n\f              Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 2 of 13\n\n\n\nSub I, Inc. (\u201cMerger Sub I\u201d), and Telluride Merger Sub II, Inc. (\u201cMerger Sub II\u201d) (the \u201cProposed\n\nTransaction\u201d). 1\n\n       2.      On June 25, 2021, IKONICS announced its entry into an Agreement and Plan of\n\nMerger dated the same day (the \u201cMerger Agreement\u201d).             That agreement provides IKONICS\n\nstockholders will receive (a) one share of Holdco common stock; (b) one contractual contingent value\n\nright (\u201cCVR\u201d) to be issued by Holdco; and (c) $5.00 in cash for each share of Company common\n\nstock they own (the \u201cMerger Consideration\u201d). 2\n\n       3.      On November 12, 2021, IKONICS filed a Prospectus on Form 424B3 (the\n\n\u201cProspectus\u201d) with the SEC. The Prospectus, which recommends that IKONICS stockholders vote\n\nin favor of the Proposed Transaction, omits or misrepresents material information necessary and\n\nessential to that decision. Defendants authorized the issuance of the false and misleading Prospectus\n\nin violation of Sections 14(a) and 20(a) of the Exchange Act.\n\n       4.      It is imperative that the material information omitted from the Prospectus is disclosed\n\nto the Company\u2019s stockholders prior to the forthcoming stockholder vote so that they can properly\n\nexercise their corporate suffrage rights.\n\n       5.      For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin Defendants\n\nfrom taking any steps to consummate the Proposed Transaction unless and until the material\n\n\n\n1 Non-party TeraWulf was formed to own and operate fully integrated environmentally clean\ncryptocurrency mining facilities in the United States. TeraWulf will provide domestically produced\nbitcoin powered by more than 90% zero-carbon energy with a goal of utilizing 100% zero-carbon\nenergy. Its mining facility in New York is expected to be operational in the fourth quarter of 2021\nand its mining facility in Pennsylvania recently commenced site work with targeted operation in the\nsecond quarter of 2022. Non-party Holdco is a Delaware corporation and a wholly owned subsidiary\nof IKONICS, formed for the purpose of holding IKONICS and TeraWulf as wholly owned\nsubsidiaries following completion of the mergers. Non-party Merger Sub I is a wholly owned\nsubsidiary of Holdco. Non-party Merger Sub II is a wholly owned subsidiary of Holdco.\n2 IKONICS stockholders will own approximately 2% of Holdco\u2019s common stock upon completion of\nthe Proposed Transaction. TeraWulf stockholders will own the remaining 98%.\n\n                                                   2\n\f               Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 3 of 13\n\n\n\ninformation discussed below is disclosed to the Company\u2019s stockholders or, in the event the Proposed\n\nTransaction is consummated, to recover damages resulting from the defendants\u2019 violations of the\n\nExchange Act.\n\n                                  JURISDICTION AND VENUE\n\n       6.       This Court has jurisdiction over the claims asserted herein for violations of Sections\n\n14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder pursuant to Section\n\n27 of the Exchange Act, 15 U.S.C. \u00a7 78aa, and 28 U.S.C. \u00a7 1331 (federal question jurisdiction).\n\n       7.       The Court has jurisdiction over defendants because each defendant is either a\n\ncorporation that conducts business in and maintains operations in this District, or is an individual who\n\nhas sufficient minimum contacts with this District so as to render the exercise of jurisdiction by this\n\nCourt permissible under traditional notions of fair play and substantial justice.\n\n       8.       Venue is proper in this District pursuant to 28 U.S.C. \u00a7 1391 because defendants are\n\nfound or are inhabitants or transact business in this District. Moreover, IKONICS\u2019s common stock\n\ntrades on the Nasdaq Capital Market LLC, which is headquartered in this District, rendering venue in\n\nthis District appropriate.\n\n                                           THE PARTIES\n\n       9.       Plaintiff is, and has been at all times relevant hereto, a stockholder of IKONICS.\n\n       10.      Defendant IKONICS is a Minnesota headquartered at 4832 Grand Avenue, Duluth,\n\nMinnesota 55807. The Company\u2019s shares trade on the Nasdaq Capital Market LLC under the ticker\n\nsymbol \u201cIKNX.\u201d\n\n       11.      Defendant William C. Ulland (\u201cUlland\u201d) is nd has been Chairman of the Board since\n\n1976 and a director of the Company since 1972. Defendant Ulland previously served as the\n\nCompany\u2019s Chief Executive Officer (\u201cCEO\u201d) from February 2000, and as President from December\n\n2000, until his retirement from those positions in February 2020.\n\n\n                                                   3\n\f              Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 4 of 13\n\n\n\n        12.    Defendant Glenn Sandgren (\u201cSandgren\u201d) is and has been CEO and a director of the\n\nCompany since February 10, 2020.\n\n        13.    Defendant Marianne Bohren (\u201cBohren\u201d) is and has been a director of the Company\n\nsince 2016.\n\n        14.    Defendant Lockwood Carlson (\u201cCarlson\u201d) is and has been a director of the Company\n\nsince 2009.\n\n        15.    Defendant Jeffrey D. Engbrecht (\u201cEngbrecht\u201d) is and has been a director of the\n\nCompany since 2016.\n\n        16.    Defendant Ernest M. Harper, Jr. (\u201cHarper\u201d) is and has been a director of the Company\n\nsince 2012.\n\n        17.    Defendant Darrell B. Lee (\u201cLee\u201d) is and has been a director of the Company since\n\n2012.\n\n        18.    Defendant Gregory W. Jackson (\u201cJackson\u201d) is and has been a director of the Company\n\nsince 2017.\n\n        19.    Defendants identified in paragraphs 11-19 are referred to herein as the \u201cBoard\u201d or the\n\n\u201cIndividual Defendants.\u201d\n\n                                SUBSTANTIVE ALLEGATIONS\n\nThe Proposed Transaction\n\n        20.    On June 25, 2021, IKONICS and TeraWulf jointly announced in relevant part:\n\n        EASTON, Maryland & DULUTH, Minnesota \u2013 June 25, 2021 \u2013 TeraWulf Inc.\n        (\u201cTeraWulf\u201d), poised to become a best-in-class bitcoin mining company, announced\n        today it expects to become a Nasdaq-listed company through a business combination\n        with IKONICS Corporation (Nasdaq: IKNX), a Duluth, MN imaging technology\n        company. The companies have entered into a definitive merger agreement to combine\n        under a new holding company, which will change its name to TeraWulf Inc. and is\n        expected to be listed on The Nasdaq Stock Market LLC under the trading symbol\n        \u201cWULF.\u201d\n\n\n\n                                                 4\n\f      Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 5 of 13\n\n\n\nEnvironmental, Social, and Governance (ESG) Focused Cryptocurrency Mining\nCompany\n\nTeraWulf is positioned to generate environmentally sustainable bitcoin at an industrial\nscale in the U.S. using over 90% zero-carbon energy. With 60,000 state-of-the-art\nminers on order, TeraWulf expects to have 50 MW of mining capacity online this year,\nand consistent with its buildout plan, expects to have 800 MW mining capacity\ndeployed by 2025, enabling over 23 EH/s of expected hashrate.\n\nTeraWulf is leveraging its management team\u2019s decades of experience in energy supply\noptimization, operations and engineering to create a premier platform for sustainable\ncryptocurrency mining. In addition, TeraWulf plans to implement its proven model\nfor large cryptocurrency mine development and operations, which will help ensure\nTeraWulf can scale efficiently. With an institutional commitment to ESG principles\nand a target of 100% zero-carbon energy utilization, TeraWulf is positioned to be a\nleading miner of sustainable bitcoin globally.\n\nPaul Prager, Chairman & Chief Executive Officer of TeraWulf, said, \u201cTeraWulf\nrepresents an exciting new paradigm for cryptocurrency mining, which is built on a\nsignificant strategic advantage to utilize reliable, secure and low-cost sustainable\nenergy sources to support our bitcoin mining activities. We have a talented\nmanagement team with a proven track record and we are ready to rapidly scale due to\nan established supply chain and strong partner relationships. Site work is underway\nat the Company\u2019s mining facilities in New York and Pennsylvania with competitive\npower supply agreements already in place. As we prepare TeraWulf to trade on the\npublic market, we are confident that we have the in-house technology, infrastructure\nand operations expertise to deliver unparalleled value for shareholders.\u201d\n\nNazar Khan, Chief Operating Officer, added, \u201cOur team\u2019s unique access to energy\nassets and deep sector expertise in the wholesale electricity markets allows us to\nquickly develop a large-scale cryptocurrency mining platform that can help facilitate\nand can expedite the electric grid\u2019s transition to a zero-carbon future. Sited and\nmanaged appropriately, mining operations provide resiliency to the electric grid while\nleading the rapid development of the global fintech infrastructure.\u201d\n\nGlenn Sandgren, Chief Executive Officer of IKONICS, said, \u201cWe are pleased to have\nreached this agreement with TeraWulf and look forward to partnering with them. This\ntransaction provides ideal outcomes for our shareholders, customers and employees.\nIt delivers our shareholders the opportunity to realize a substantial upfront cash\npayment while continuing to benefit from the value of our legacy imaging business,\nand provides them with the opportunity to participate in the potential upside of\nTeraWulf at an exciting time for the cryptocurrency mining space. The agreement will\nbe instrumental in securing the long-term viability of IKONICS\u2019s legacy business,\nallowing it to continue to meet the needs of our customers with a secure supply of our\nhigh quality products in addition to continued employment opportunities for our\nworkforce.\u201d\n\n\n\n                                          5\n\f       Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 6 of 13\n\n\n\nTeraWulf\u2019s Leading ESG Focus\n\nTeraWulf\u2019s aim is to be the most environmentally sustainable bitcoin mining company\nfocused on ESG through its purpose-driven business practices, determined clean\nenergy goals, and support for its communities. TeraWulf is committed to diversity,\nequity and inclusion at all levels of the organization and is proud of its highly qualified,\ndiverse management team. As an industry leading producer of bitcoin with a targeted\npath of zero-carbon energy utilization, TeraWulf intends to maintain a high level of\ntransparency, reliability, and environmental stewardship across its operations and\nthroughout its supply chain.\n\nKerri Langlais, TeraWulf\u2019s Chief Strategy Officer, said, \u201cOur core focus on ESG sets\nus apart from our competitors and ties directly to our business success. We are\nconfident that by integrating flexible baseload energy demand into the electric grid,\nwe will accelerate the transition to a more resilient, stable and sustainable energy\nfuture while generating attractive investor returns and tangible benefits, including job\ncreation, for our communities.\u201d\n\nTransaction Overview\n\nUnder the terms of the agreement, which has been unanimously approved by the\nBoards of Directors of both companies, each outstanding share of IKONICS common\nstock will receive $5.00 in cash, one CVR, and one share of the combined company\u2019s\ncommon stock. Through the CVRs, which will not be publicly traded, the IKONICS\nshareholders will be entitled to received 95% of the net proceeds from any sale of\nIKONICS\u2019s legacy business completed during the 18 months following the closing of\nthe business combination, and will expire at the end of such 18 month period with\nrespect to any portion of IKONICS\u2019s legacy business which has not been sold. The\nshares of the combined company\u2019s common stock to be received by the IKONICS\nshareholders will collectively represent 2% of the combined company\u2019s pro forma\ncommon equity ownership. As of March 31, 2021, IKONICS had a net book value of\n$11.6 million, cash of $4.4 million and working capital of $4.1 million.\n\nFollowing consummation of the transaction, the legacy business of IKONICS will be\noperated consistent with past practices but will be positioned for sale on terms that are\nacceptable to the Board of Directors of the combined company.\n\nThe transaction is expected to close in the second half of 2021, subject to the receipt\nof regulatory approvals, the approval of IKONICS and TeraWulf shareholders, and\nother customary closing conditions.\n\nManagement and Board of Directors\n\nThe combined company will be led by Paul Prager as Chairman and Chief Executive\nOfficer. In addition, several members of the existing TeraWulf leadership team are\nexpected to serve on the combined company\u2019s management team, including:\n\n\n\n                                             6\n\f                 Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 7 of 13\n\n\n\n             \u2022   Nazar Khan, Chief Operating Officer;\n             \u2022   Kerri Langlais, Chief Strategy Officer;\n             \u2022   Ken Deane, Chief Financial Officer; and\n             \u2022   Stefanie Fleischmann, Chief Legal Officer.\n\n\n       TeraWulf\u2019s executive team has worked together for nearly 15 years in the energy\n       infrastructure space with a proven track record of risk management and investment\n       performance.\n\n       Upon completion of the transaction, all members of the IKONICS Board of Directors\n       will resign and be replaced by persons to be designated by TeraWulf.\n\n       Transaction Materials\n\n       A presentation and additional materials regarding the transaction are available on\n       TeraWulf\u2019s website.\n\n       Advisors\n\n       Paul Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor and Moelis\n       & Company LLC is serving as financial advisor to TeraWulf. Faegre Drinker Biddle\n       & Reath LLP is serving as legal advisor and Northland Capital Markets is serving as\n       financial advisor to IKONICS.\n\nThe Prospectus Contains Material Misstatements or Omissions\n\n       21.       The defendants filed a materially incomplete and misleading Prospectus with the SEC\n\nand disseminated it to IKONICS\u2019s stockholders. The Prospectus misrepresents or omits material\n\ninformation necessary for the Company\u2019s stockholders to make an informed voting or appraisal\n\ndecision on the Proposed Transaction.\n\n       22.       Specifically, as set forth below, the Prospectus fails to provide Company stockholders\n\nwith material information or provides them with materially misleading information concerning (a)\n\nTeraWulf\u2019s financial projections and the valuation analyses underlying the fairness opinion provided\n\nby Northland Securities, Inc. (\u201cNorthland\u201d); and (b) the background of the Proposed Transaction.\n\n\n\n\n                                                   7\n\f              Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 8 of 13\n\n\n\nMaterial Omissions Concerning the Company\u2019s Projections and the Financial Analyses Relied on\nby the Board\n\n       23.     The Prospectus omits material information regarding the Company\u2019s financial\n\nprojections, including TeraWulf\u2019s forecasted unlevered free cash flows and all underlying line items.\n\nSee Proxy Statement at 86.\n\n       24.     The Prospectus omits material information regarding the data and inputs underlying\n\nthe valuation analyses performed by Northland.\n\n       25.     The Prospectus describes Northland\u2019s fairness opinion and the various underlying\n\nvaluation analyses. That description, however, omits key inputs and assumptions forming the bases\n\nof these analyses.   The absence of this material information precludes the Company\u2019s public\n\nstockholders from fully understanding the Northland\u2019s work. As a result, IKONICS stockholders\n\ncannot assess what significance to place on Northland\u2019s fairness opinion in determining whether to\n\napprove the Proposed Transaction or otherwise act.\n\n       26.     With respect to Northland\u2019s IKONICS Selected Public Companies Analysis, IKONICS\n\nSelected Precedent Transactions Analysis, and TeraWulf Selected Public Companies Analysis, the\n\nProspectus fails to disclose the individual multiples and financial metrics for each of the companies\n\nand transactions analyzed.\n\n       27.     With respect to Northland\u2019s TeraWulf Discounted Cash Flow Analysis, the Prospectus\n\nfails to disclose: (a) the unlevered free cash flows TeraWulf could generate over the calendar years\n\nending December 31, 2021 through December 31, 2027; (b) calendar year 2027 unlevered free cash\n\nflows used to calculate the terminal values for TeraWulf; (c) the implied terminal values for\n\nTeraWulf; and (d) the inputs and assumptions underlying the range of discount rates utilized in\n\nconnection with the analysis.\n\n       28.     The omission of this information renders the statements in the \u201cFinancial Forecasts\u201d\n\nand \u201cOpinions of Financial Advisor to IKONICS\u201d sections of the Prospectus false and/or materially\n\n                                                 8\n\f              Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 9 of 13\n\n\n\nmisleading in contravention of the Exchange Act. Indeed, when a banker\u2019s endorsement of the\n\nfairness of a transaction is touted to shareholders, the valuation methods used to arrive at that opinion\n\nas well as the key inputs and range of ultimate values generated by those analyses must also be fairly\n\ndisclosed.\n\nMaterial Omissions Concerning the Background of the Proposed Transaction.\n\n       29.      The Prospectus fails to disclose material information concerning the background\n\nleading to the Proposed Transaction, including whether the confidentiality agreement between the\n\nCompany and \u201cParty A\u201d (or any other party during the process) is s still in effect and/or contains a\n\n\u201cdon\u2019t ask, don\u2019t waive\u201d standstill provision that is presently precluding Party A or any potential\n\nbuyer from making a topping bid for the Company.\n\n       30.      The disclosure of the terms of the confidentiality agreements is crucial to IKONICS\n\nstockholders being fully informed of whether their fiduciaries have put in place restrictive devices to\n\nforeclose a topping bid for the Company.\n\n       31.      The omission of this information renders the statements in the \u201cBackground of the\n\nMergers\u201d section of the Prospectus false and/or materially misleading in contravention of the\n\nExchange Act.\n\n       32.      The Individual Defendants were aware of their duty to disclose the above-referenced\n\nomitted information and acted negligently (if not deliberately) in failing to include this information\n\nin the Prospectus. Absent disclosure of the foregoing material information prior to the stockholder\n\nvote on the Proposed Transaction, Plaintiff and the other IKONICS stockholders will be unable to\n\nmake an informed voting or appraisal decision on the Proposed Transaction and are thus threatened\n\nwith irreparable harm warranting the injunctive relief sought herein.\n\n\n\n\n                                                   9\n\f               Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 10 of 13\n\n\n\n                                        CLAIMS FOR RELIEF\n\n                                                 COUNT I\n\n               Claims Against All Defendants for Violations of Section 14(a) of the\n                    Exchange Act and Rule 14a-9 Promulgated Thereunder\n\n       33.      Plaintiff repeats all previous allegations as if set forth in full.\n\n       34.      During the relevant period, defendants disseminated the false and misleading\n\nProspectus specified above, which failed to disclose material facts necessary to make the statements,\n\nin light of the circumstances under which they were made, not misleading in violation of Section\n\n14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder.\n\n       35.      By virtue of their positions within the Company, the defendants were aware of this\n\ninformation and of their duty to disclose this information in the Prospectus. The Prospectus was\n\nprepared, reviewed, and/or disseminated by the defendants. It misrepresented and/or omitted material\n\nfacts, including material information about the Company\u2019s financial projections and the data and\n\ninputs underlying the financial valuation analyses that support the fairness opinion provided by\n\nNorthland. The defendants were at least negligent in filing the Prospectus with these materially false\n\nand misleading statements.\n\n       36.      The omissions and false and misleading statements in the Prospectus are material in\n\nthat a reasonable stockholder would consider them important in deciding how to vote on the Proposed\n\nTransaction.\n\n       37.      By reason of the foregoing, the defendants have violated Section 14(a) of the Exchange\n\nAct and SEC Rule 14a-9(a) promulgated thereunder.\n\n       38.      Because of the false and misleading statements in the Prospectus, Plaintiff is\n\nthreatened with irreparable harm, rendering money damages inadequate. Therefore, injunctive relief\n\nis appropriate to ensure defendants\u2019 misconduct is corrected.\n\n\n\n\n                                                     10\n\f              Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 11 of 13\n\n\n\n                                               COUNT II\n\n                   Claims Against the Individual Defendants for Violations of\n                              Section 20(a) of the Exchange Act\n\n       39.     Plaintiff repeats all previous allegations as if set forth in full.\n\n       40.     The Individual Defendants acted as controlling persons of IKONICS within the\n\nmeaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as\n\nofficers and/or directors of IKONICS, and participation in and/or awareness of the Company\u2019s\n\noperations and/or intimate knowledge of the false statements contained in the Prospectus filed with\n\nthe SEC, they had the power to influence and control and did influence and control, directly or\n\nindirectly, the decision-making of the Company, including the content and dissemination of the\n\nvarious statements which Plaintiff contends are false and misleading.\n\n       41.     Each of the Individual Defendants was provided with or had unlimited access to copies\n\nof the Prospectus and other statements alleged by Plaintiff to be misleading prior to and/or shortly\n\nafter these statements were issued and had the ability to prevent the issuance of the statements or\n\ncause the statements to be corrected.\n\n       42.     In particular, each of the Individual Defendants had direct and supervisory\n\ninvolvement in the day-to-day operations of the Company, and, therefore, is presumed to have had\n\nthe power to control or influence the particular transactions giving rise to the securities violations as\n\nalleged herein, and exercised the same.           The Prospectus at issue contains the unanimous\n\nrecommendation of each of the Individual Defendants to approve the Proposed Transaction. They\n\nwere, thus, directly involved in the making of the Prospectus.\n\n       43.     In addition, as the Prospectus sets forth at length, and as described herein, the\n\nIndividual Defendants were each involved in negotiating, reviewing, and approving the Proposed\n\nTransaction. The Prospectus purports to describe the various issues and information that they\n\nreviewed and considered\u2014descriptions the Company directors had input into.\n\n                                                    11\n\f              Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 12 of 13\n\n\n\n       44.     By virtue of the foregoing, the Individual Defendants have violated Section 20(a) of\n\nthe Exchange Act.\n\n       45.     As set forth above, the Individual Defendants had the ability to exercise control over\n\nand did control a person or persons who have each violated Section 14(a) and SEC Rule 14a-9,\n\npromulgated thereunder, by their acts and omissions as alleged herein. By virtue of their positions as\n\ncontrolling persons, these defendants are liable pursuant to Section 20(a) of the Exchange Act. As a\n\ndirect and proximate result of defendants\u2019 conduct, IKONICS\u2019s stockholders will be irreparably\n\nharmed.\n\n                                      PRAYER FOR RELIEF\n\n       WHEREFORE, Plaintiff demands judgment and preliminary and permanent relief, including\n\ninjunctive relief, in his favor on behalf of IKONICS, and against defendants, as follows:\n\n               A.      Preliminarily and permanently enjoining defendants and all persons acting in\n\nconcert with them from proceeding with, consummating, or closing the Proposed Transaction and any\n\nvote on the Proposed Transaction, unless and until defendants disclose and disseminate the material\n\ninformation identified above to IKONICS stockholders;\n\n               B.      In the event defendants consummate the Proposed Transaction, rescinding it\n\nand setting it aside or awarding rescissory damages to Plaintiff;\n\n               C.      Declaring that defendants violated Sections 14(a) and/or 20(a) of the Exchange\n\nAct, as well as SEC Rule 14a-9 promulgated thereunder;\n\n               D.      Awarding Plaintiff the costs of this action, including reasonable allowance for\n\nPlaintiff\u2019s attorneys\u2019 and experts\u2019 fees; and\n\n               E.      Granting such other and further relief as this Court may deem just and proper.\n\n                                          JURY DEMAND\n\n       Plaintiff demands a trial by jury on all claims and issues so triable.\n\n\n                                                  12\n\f          Case 1:21-cv-09833 Document 1 Filed 11/23/21 Page 13 of 13\n\n\n\nDated: November 23, 2021                   WEISSLAW LLP\n\n\n                                     By /s/ Richard A. Acocelli\n                                        Richard A. Acocelli\n                                        305 Broadway, 7th Floor\nOF COUNSEL:                             New York, New York 10007\n                                        Tel: (212) 682-3025\nLONG LAW, LLC                           Fax: (212) 682-3010\nBrian D. Long                           Email: racocelli@weisslawllp.com\n3828 Kennett Pike, Suite 208\nWilmington, DE 19807                       Attorneys for Plaintiff\nTelephone: (302) 729-9100\nEmail: BDLong@longlawde.com\n\n\n\n\n                                      13\n\f","ocr_status":2,"date_upload":"2021-11-24T02:01:49.061314-08:00","document_number":"1","attachment_number":null,"pacer_doc_id":"127030223544","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Complaint","acms_document_guid":""}],"date_created":"2021-11-23T15:09:01.006534-08:00","date_modified":"2021-11-24T01:59:33.891828-08:00","date_filed":"2021-11-23","time_filed":null,"entry_number":1,"recap_sequence_number":"2021-11-23.001","pacer_sequence_number":11,"description":"COMPLAINT against Marianne Bohren, Lockwood Carlson, Jeffrey D. Engbrecht, Ernest M. Harper, Jr., Ikonics Corporation, Gregory W. Jackson, Darrell B. Lee, Glenn Sandgren, William C. Ulland. (Filing Fee $ 402.00, Receipt Number ANYSDC-25377411)Document filed by Charles Reinhardt..(Acocelli, Richard) (Entered: 11/23/2021)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/181025347/","id":181025347,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61572947/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/186463112/","id":186463112,"tags":[],"absolute_url":"/docket/61572947/2/reinhardt-v-ikonics-corporation/","date_created":"2021-11-23T15:09:00.811768-08:00","date_modified":"2021-11-24T01:59:33.929579-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"2","attachment_number":null,"pacer_doc_id":"127030223560","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Civil Cover Sheet","acms_document_guid":""}],"date_created":"2021-11-23T15:09:00.803829-08:00","date_modified":"2021-11-24T01:59:33.918737-08:00","date_filed":"2021-11-23","time_filed":null,"entry_number":2,"recap_sequence_number":"2021-11-23.002","pacer_sequence_number":14,"description":"CIVIL COVER SHEET filed..(Acocelli, Richard) (Entered: 11/23/2021)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/181025344/","id":181025344,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61572947/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/186463109/","id":186463109,"tags":[],"absolute_url":"/docket/61572947/3/reinhardt-v-ikonics-corporation/","date_created":"2021-11-23T15:09:00.664025-08:00","date_modified":"2021-11-24T01:59:33.947659-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"3","attachment_number":null,"pacer_doc_id":"127030223575","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Statement of Relatedness","acms_document_guid":""}],"date_created":"2021-11-23T15:09:00.657532-08:00","date_modified":"2021-11-24T01:59:33.936634-08:00","date_filed":"2021-11-23","time_filed":null,"entry_number":3,"recap_sequence_number":"2021-11-23.003","pacer_sequence_number":16,"description":"STATEMENT OF RELATEDNESS re: that this action be filed as related to 1:21-cv-06550-PGG. Document filed by Charles Reinhardt..(Acocelli, Richard) (Entered: 11/23/2021)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=61572947&page_size=40"}