{"cached_at":"2026-09-04T11:42:13.289312+00:00","cl_docket_id":"74722577","docket":{"resource_uri":"https://www.courtlistener.com/api/rest/v4/dockets/74722577/","id":74722577,"court":"https://www.courtlistener.com/api/rest/v4/courts/ded/","court_id":"ded","original_court_info":null,"idb_data":null,"clusters":[],"audio_files":[],"assigned_to":null,"referred_to":null,"bankruptcy_information":null,"absolute_url":"/docket/74722577/cardea-group-stockholder-llc-v-paragraf-limited/","date_created":"2026-08-31T05:41:12.830727-07:00","date_modified":"2026-09-02T07:17:13.137840-07:00","source":1,"appeal_from_str":"","assigned_to_str":"Unassigned Judge","referred_to_str":"","panel_str":"","date_last_index":null,"date_cert_granted":null,"date_cert_denied":null,"date_argued":null,"date_reargued":null,"date_reargument_denied":null,"date_filed":"2026-08-28","date_terminated":null,"date_last_filing":"2026-09-02","case_name_short":"","case_name":"Cardea Group Stockholder LLC v. Paragraf Limited","case_name_full":"","slug":"cardea-group-stockholder-llc-v-paragraf-limited","docket_number":"1:26-cv-01095","docket_number_core":"2601095","docket_number_raw":"1:26-cv-01095","docket_number_source":0,"federal_dn_office_code":"1","federal_dn_case_type":"cv","federal_dn_judge_initials_assigned":"UNA","federal_dn_judge_initials_referred":"","federal_defendant_number":null,"pacer_case_id":"94417","cause":"","nature_of_suit":"","jury_demand":"","jurisdiction_type":"","appellate_fee_status":"","appellate_case_type_information":"","mdl_status":"","filepath_ia":"","filepath_ia_json":"","ia_upload_failure_count":null,"ia_needs_upload":true,"ia_date_first_change":"2026-08-31T05:41:12.817348-07:00","date_blocked":null,"blocked":false,"appeal_from":null,"parent_docket":null,"tags":[],"panel":[]},"parties":[],"entries":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/476645240/","id":476645240,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/74722577/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/492214360/","id":492214360,"tags":[],"absolute_url":"","date_created":"2026-09-02T07:17:13.189333-07:00","date_modified":"2026-09-02T07:17:13.189341-07:00","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":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Case Assigned/Reassigned","acms_document_guid":""}],"date_created":"2026-09-02T07:17:13.177858-07:00","date_modified":"2026-09-02T07:17:13.177868-07:00","date_filed":"2026-09-02","time_filed":"09:43:32","entry_number":null,"recap_sequence_number":"2026-09-02.001","pacer_sequence_number":null,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/476336645/","id":476336645,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/74722577/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/491896699/","id":491896699,"tags":[],"absolute_url":"/docket/74722577/1/cardea-group-stockholder-llc-v-paragraf-limited/","date_created":"2026-08-31T06:18:31.701041-07:00","date_modified":"2026-08-31T06:22:08.001052-07:00","sha1":"d5116cac0ea8f95d77f648c91826a0e78ac931c3","page_count":49,"file_size":831037,"filepath_local":"recap/gov.uscourts.ded.94417/gov.uscourts.ded.94417.1.0.pdf","filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:26-cv-01095-UNA            Document 1          Filed 08/28/26    Page 1 of 49 PageID #: 1\n\n\n\n\n                        IN THE UNITED STATES DISTRICT COURT\n                           FOR THE DISTRICT OF DELAWARE\n CARDEA GROUP STOCKHOLDER LLC;\n MWH HOLDINGS ApS;\n ROSS BUNDY AND ANGELA SHUE 2020\n REVOCABLE TRUST;\n SERRA CAPITAL II, L.P.;\n SERRA CAPITAL II FOLLOW-ON FUND,\n LP; SERRA CARDEA, LLC; and PAUL\n BUNDY,\n\n       Plaintiffs,\n\n v.                                                   C.A. No. ______________\n\n PARAGRAF LIMITED; SIMON THOMAS;\n CHARLES PLATTS; JOHN TINGAY; and                     JURY TRIAL DEMANDED\n ANTHONY PEARCE,\n\n       Defendants.\n\n\n                                          COMPLAINT\n       Plaintiffs Cardea Group Stockholder LLC (\u201cCGS\u201d) and the former stockholders of Cardea\n\nBio, Inc. named in the caption (the \u201cConverting Holder Plaintiffs,\u201d and together with CGS,\n\n\u201cPlaintiffs\u201d), by and through their undersigned counsel, for their Complaint against Defendants\n\nParagraf Limited (\u201cParagraf\u201d), Simon Thomas, Charles Platts, John Tingay, and Anthony Pearce,\n\nallege as follows upon personal knowledge as to themselves and their own acts, and upon\n\ninformation and belief as to all other matters:\n\n                                  NATURE OF THE ACTION\n       1.      It is one thing to have revolutionary technology; it is quite another thing to have\n\nrevolutionary technology that can be produced on a commercial scale. The former may yield\n\nawards and publications; only the latter can return billions of dollars to investors.\n\n\n\n\n                                                  1\n\fCase 1:26-cv-01095-UNA           Document 1          Filed 08/28/26   Page 2 of 49 PageID #: 2\n\n\n\n\n       2.      Cardea Bio, Inc. (\u201cCardea\u201d) and Paragraf were both early-stage graphene\n\nnanotechnology companies, but they were not the same kind of company. Cardea, based in San\n\nDiego, had brought a graphene biosensor product to market and held a portfolio of graphene-\n\nmanufacturing patents. Paragraf, a United Kingdom company, also sold a graphene product\u2014a\n\nmagnetic-field (Hall) sensor\u2014and held a portfolio of patents centered on a graphene production\n\ninvention by Paragraf\u2019s founder and CEO, Defendant Dr. Simon Thomas. What really set Paragraf\n\napart was its claim that it was \u201cthe first company worldwide to deliver a scalable approach to\n\ngraphene electronic device manufacturing\u201d and could fabricate the devices in-house.\n\n       3.      On the strength of that scalability claim, Paragraf had raised tens of millions of\n\ndollars. In March 2023, Paragraf took its claim further, touting its \u201cunique ability to mass produce\n\ncomponents with graphene using industry standard semiconductor processes.\u201d\n\n       4.      In April 2023, Cardea\u2019s stockholders approved a lopsided merger with Paragraf,\n\nwhere Cardea was valued at a fraction of Paragraf, based almost entirely on Paragraf\u2019s claim of\n\nscalable manufacturing capacity. In a consent solicitation statement approved by Paragraf (the\n\n\u201cStockholder Notice\u201d), Cardea\u2019s Board told the shareholders that Paragraf had \u201cthe very\n\nspecialized kind of graphene semiconductor foundry\u201d needed to scale Cardea\u2019s chip production.\n\nThe document\u2019s entire description of Paragraf\u2019s business was two sentences, and both were\n\ncapability claims: Paragraf \u201cis a manufacturer of 2D graphene chips for sensors using standard\n\nsemiconductor processes,\u201d and it \u201coffers scalable manufacturing of graphene-based electronic\n\ndevices for industrial applications.\u201d\n\n       5.      Paragraf\u2019s core claim was a lie. Paragraf had not even achieved process control\n\nover its graphene manufacturing. \u201cProcess control\u201d is the basic, unglamorous foundation that must\n\n\n\n\n                                                 2\n\fCase 1:26-cv-01095-UNA            Document 1           Filed 08/28/26   Page 3 of 49 PageID #: 3\n\n\n\n\nexist before chips can be produced reliably, let alone at scale. Paragraf could hand-build its devices\n\nin small numbers, but it could not manufacture them at any significant commercial volume.\n\n       6.      Paragraf had merely the hope of one day achieving mass production of graphene\n\ndevices, not the reality, but it claimed the achievement anyway. The failure was Paragraf\u2019s, not\n\ngraphene\u2019s: graphene-based sensing is genuine, commercially valuable technology. And it is\n\ncapable of being scaled to mass production, as Cardea had developed a process for doing so that\n\nrelied on an outsourced foundry, and that experience made Paragraf\u2019s claims believable. Paragraf,\n\nhowever, simply did not have the scalable fabrication capability it was marketing.\n\n       7.      At the same time, Paragraf engaged in a pattern of active concealment designed\n\nsimultaneously to embellish its claimed technological achievements and to prevent Cardea from\n\nascertaining the truth. It invoked Cardea\u2019s own patent portfolio\u2014claiming that letting Cardea\u2019s\n\ndiligence team witness its production process would create patent-infringement exposure\u2014as a\n\npretext for refusing entry to the cleanroom where fabrication supposedly took place. It rented a\n\nwarehouse to build a second, larger foundry\u2014ostensibly to produce volumes of products it did not\n\nknow how to produce. And Paragraf employed a large commercial team to sell products\u2014at a\n\nscale that it could not genuinely expect to deliver. These measures served to project an image about\n\nParagraf that concealed the truth of its technological immaturity. Thomas, in short, ran Paragraf\n\non the principle of \u201cfake it until you make it.\u201d\n\n       8.      The truth did not surface until years later. On April 28, 2025, a Paragraf executive\u2014\n\nits newly hired Senior Vice President of Sales\u2014disclosed to Cardea co-founder Ross Bundy that\n\nParagraf could not produce merely 20,000 biosensor chips in a ten-week period\u2014a volume Cardea\n\nitself had long been able to produce, and a small fraction of the commercial scale Paragraf had\n\npublicly represented\u2014both before and after the merger\u2014that it had already achieved. And a\n\n\n\n                                                   3\n\fCase 1:26-cv-01095-UNA               Document 1       Filed 08/28/26   Page 4 of 49 PageID #: 4\n\n\n\n\nformer Paragraf employee later disclosed that, long after the merger\u2019s closing, Paragraf\u2019s own head\n\nof fabrication had admitted internally that none of Paragraf\u2019s fabrication processes was under\n\ncontrol. Thus, at the time of the merger, scalable commercial production was not just non-existent,\n\nbut still years away from reality.\n\n       9.      Paragraf\u2019s post-merger actions revealed Paragraf\u2019s true motive for seeking the\n\nmerger: obtaining Cardea\u2019s intellectual property, by hook or by crook. It laid off most of the\n\nacquired Cardea biosensor team in the United States\u2014the more advanced of the combined\n\ncompany\u2019s two biosensor efforts\u2014within a year of closing.\n\n       10.     Due to Defendants\u2019 fundamental misrepresentations about Paragraf\u2019s core\n\ncapabilities, Cardea\u2019s former stockholders are now left holding Paragraf stock worth a small\n\nfraction of what they had been promised, and with serious doubts about whether Paragraf\u2019s\n\nmanagement can ever achieve the impressive technological feats that it falsely claimed to have\n\nalready achieved before the merger.\n\n       11.     Plaintiffs bring this case to hold Defendants accountable for their extraordinary\n\nfraudulent scheme\u2014including intentional misrepresentations, half-truths, and material\n\nomissions\u2014perpetrated over years. Plaintiffs allege federal securities fraud under Section 10(b) of\n\nthe Securities Exchange Act of 1934, 15 U.S.C. \u00a7 78j(b), and Rule 10b-5 promulgated thereunder:\n\nPlaintiff CGS purchased the Paragraf shares issued as merger consideration, and the Converting\n\nHolder Plaintiffs sold their Cardea shares, which were canceled and converted in a merger induced\n\nby Paragraf\u2019s misrepresentations. Plaintiffs also bring claims for common-law fraud.\n\n\n\n\n                                                  4\n\fCase 1:26-cv-01095-UNA           Document 1          Filed 08/28/26   Page 5 of 49 PageID #: 5\n\n\n\n\n                                JURISDICTION AND VENUE\n       12.     This Court has subject-matter jurisdiction over the federal securities-fraud claim\n\nunder Section 27 of the Securities Exchange Act of 1934, 15 U.S.C. \u00a7 78aa, and 28 U.S.C. \u00a7 1331,\n\nbecause that claim arises under the laws of the United States.\n\n       13.     This Court has supplemental jurisdiction over the state-law claims under 28 U.S.C.\n\n\u00a7 1367(a). Those claims arise from the same misrepresentations, the same transaction, and the\n\nsame common nucleus of operative fact as the federal claim, and form part of the same case or\n\ncontroversy.\n\n       14.     This Court has personal jurisdiction over Paragraf. As to the federal claim, process\n\nmay be served on Paragraf wherever it may be found under the nationwide-service provision of\n\nSection 27, 15 U.S.C. \u00a7 78aa. As to all claims, Paragraf submitted to the jurisdiction of the\n\nDelaware courts in Section 9.11 of the Merger Agreement, and it purposefully directed its conduct\n\nat Delaware by acquiring a Delaware corporation through a merger governed by Delaware law and\n\nby issuing securities to CGS, a Delaware limited liability company.\n\n       15.     This Court also has personal jurisdiction over Defendants Thomas, Platts, Tingay,\n\nand Pearce with respect to the federal securities-fraud claim. Section 27 of the Exchange Act, 15\n\nU.S.C. \u00a7 78aa, authorizes nationwide and worldwide service of process, and where service is made\n\nunder Section 27, the constitutional touchstone is the defendant\u2019s contacts with the United States\n\nas a whole. Each individual Defendant has ample such contacts, having personally participated in\n\nnegotiating the acquisition of a Delaware corporation headquartered in California and in making\n\nthe misrepresentations at issue to Cardea and its stockholders in the United States: Thomas, Platts,\n\nTingay, and Pearce each traveled to San Diego in the spring of 2022 and made representations\n\nthere about Paragraf\u2019s capabilities; Thomas traveled to California three times during the pre-\n\nmerger negotiation period for the purposes of the potential merger; and Thomas and Platts\n\n                                                 5\n\fCase 1:26-cv-01095-UNA           Document 1           Filed 08/28/26   Page 6 of 49 PageID #: 6\n\n\n\n\ndelivered the December 14, 2022 management presentation to Cardea\u2019s U.S.-based team; Thomas\n\ndisplayed a purported eight-inch production wafer by videoconference into California in\n\nNovember 2022; and Tingay participated in the December 14 presentation by videoconference\n\ninto California. Each of those contacts is not incidental to the claims: each is itself among the\n\nmisrepresentations and deceptive acts alleged below. The exercise of personal jurisdiction over\n\neach individual Defendant comports with due process. This Court also has pendent personal\n\njurisdiction over the individual Defendants as to the state-law claims, which arise from the same\n\nnucleus of operative fact as the federal claim.\n\n       16.     Venue is proper under Section 27, 15 U.S.C. \u00a7 78aa, and 28 U.S.C. \u00a7 1391, because\n\na substantial part of the events giving rise to the claims occurred in connection with a merger\n\neffected under Delaware law that acquired a Delaware corporation, and because the parties\n\ncontractually designated Delaware as the forum for \u201call actions or proceedings arising out of or\n\nrelating to\u201d the merger.\n\n       17.     The securities transactions at issue were domestic. Cardea was a Delaware\n\ncorporation; the Converting Holder Plaintiffs incurred irrevocable liability to surrender their\n\nCardea shares in the United States; and CGS, a Delaware limited liability company, took title in\n\nthe United States to the Paragraf shares issued as consideration. Section 10(b) and Rule 10b-5\n\ntherefore apply.\n\n                                         THE PARTIES\nPlaintiffs\n       18.     Non-party Cardea Bio, Inc. (\u201cCardea\u201d) was, before the merger, a Delaware\n\ncorporation with its principal place of business in San Diego, California. By the merger, Cardea\n\nbecame a wholly owned subsidiary of Paragraf, and it was later renamed Paragraf USA Inc.\n\n\n\n                                                  6\n\fCase 1:26-cv-01095-UNA           Document 1          Filed 08/28/26    Page 7 of 49 PageID #: 7\n\n\n\n\n       19.     Plaintiff Cardea Group Stockholder LLC (\u201cCGS\u201d) is a Delaware limited liability\n\ncompany formed in connection with the merger to hold the merger consideration on behalf of the\n\naccredited former stockholders of Cardea. The formation of CGS, and the contribution of the\n\naccredited stockholders\u2019 Cardea shares to it, were required steps of the merger itself, not optional\n\nor collateral arrangements. Each Cardea shareholder\u2019s capital contribution was in the form of their\n\nshares of Cardea. At the merger\u2019s effective time, each Cardea share was canceled and, in return,\n\nCGS received the right to merger consideration, which included Paragraf stock and a right to future\n\npayment. CGS is therefore the purchaser of record of the Paragraf shares issued as consideration.\n\nParagraf issued 822,457 shares of Acquirer Common Stock of record in CGS\u2019s name and delivered\n\nthe share certificate to CGS. On information and belief, those shares were approximately 43,600\n\nshares fewer than the 866,062 shares to which CGS was entitled under the Merger Agreement\u2019s\n\nown formula ($40,000,000 divided by the $46.13 Acquirer Stock Price, reducible only by cash\n\npaid to unaccredited investors). Plaintiffs do not assert a contract claim for that shortfall in this\n\naction, but any accounting, rescission, or damages remedy must be measured against the\n\nconsideration Paragraf was obligated to deliver and itself long acknowledged, not merely the\n\nconsideration it delivered.\n\n       20.     The \u201cConverting Holder Plaintiffs\u201d are former stockholders of Cardea whose\n\nCardea shares were canceled and converted into rights to receive merger consideration, and who\n\nbring the claims set forth below. They are:\n\n       21.     Plaintiff MWH Holdings ApS is a Danish anpartsselskab\u2014a private limited\n\ncompany\u2014that held 71,945 shares of Cardea capital stock, which were converted in the merger.\n\nIt is also the successor-in-interest to BlueSeq Innovations, Inc. (a former Florida corporation that\n\nhad its principal place of business in La Jolla, California), which held 4,762,500 shares of Cardea\n\n\n\n                                                 7\n\fCase 1:26-cv-01095-UNA           Document 1          Filed 08/28/26    Page 8 of 49 PageID #: 8\n\n\n\n\ncapital stock, and Allseq, Inc. (a former Delaware corporation that had its principal place of\n\nbusiness in La Jolla, California), which held 454,806 shares of Cardea capital stock, as it was the\n\nparent company to those entities and those entities ceased operating and had all of their assets and\n\nliabilities transferred to MWH Holdings ApS. MWH Holdings ApS, like its former subsidiaries,\n\nis and was at all relevant times managed by Michael Heltzen, who made all of the pertinent\n\ninvestment decisions with respect to the transactions described herein while he was residing and\n\nworking in California.\n\n        22.    Plaintiff the Ross Bundy and Angela Shue 2020 Revocable Trust is a revocable\n\ntrust established under the laws of California, acting through its trustees Ross Bundy and Angela\n\nShue. It held 4,762,500 shares of Cardea capital stock, which were converted in the merger.\n\n        23.    Plaintiffs Serra Capital II, L.P. and Serra Capital II Follow-On Fund, LP are limited\n\npartnerships organized under the laws of Delaware, and their principal place of business is in\n\nChampaign, Illinois. Together, they held 7,352,955 shares of Cardea capital stock, which were\n\nconverted in the merger. The entities were both managed by Timothy Hoerr, a former Cardea\n\ndirector.\n\n        24.    Plaintiff Serra Cardea, LLC is an Illinois limited liability company with its principal\n\nplace of business in Champaign, Illinois. It held 783,411 shares of Cardea capital stock, which\n\nwere converted in the merger. It is also managed by Hoerr.\n\n        25.    Plaintiff Paul Bundy (\u201cPaul Bundy\u201d) is a resident of Arizona who held 74,999\n\nshares of Cardea capital stock\u2014including 68,181 shares held through a self-directed individual\n\nretirement account for which IRAR Trust Co. serves as custodian and for which Paul Bundy makes\n\nall investment decisions\u2014which were canceled and converted in the merger. Paul Bundy executed\n\nno Voting Agreement and gave no written consent.\n\n\n\n                                                 8\n\fCase 1:26-cv-01095-UNA          Document 1          Filed 08/28/26   Page 9 of 49 PageID #: 9\n\n\n\n\n       26.     Unlike the other Converting Holder Plaintiffs, Paul Bundy (and many other non-\n\nsigning Converting Holders) executed no Voting Agreement, no written consent, no release, and\n\nno CGS LLC Agreement, and each was compelled into the merger, and into membership in Cardea\n\nGroup Stockholder LLC, by operation of a drag-along obligation accepted upon becoming a\n\nCardea stockholder, and none executed any instrument in connection with the merger itself. Their\n\nCardea shares were nonetheless canceled and converted by operation of the merger and Delaware\n\nlaw.\n\nDefendants\n       27.     Defendant Paragraf Limited is a private limited company incorporated under the\n\nlaws of England and Wales, with its principal place of business in Cambridgeshire, United\n\nKingdom. Paragraf holds itself out as a manufacturer of graphene-based electronic devices.\n\nParagraf was the acquirer in the merger and issued the shares that the former Cardea stockholders,\n\nthrough CGS, received as consideration.\n\n       28.     Simon Thomas is a UK citizen and resident who has served as Paragraf\u2019s Chief\n\nExecutive Officer (CEO) at all relevant times. He founded Paragraf and is the inventor on\n\nParagraf\u2019s core patent for creating graphene.\n\n       29.     Charles Platts is a UK citizen and resident who served as Paragraf\u2019s Chief Financial\n\nOfficer (CFO) at all relevant times, though he is no longer employed there.\n\n       30.     John Tingay is a UK citizen and resident who served as Paragraf\u2019s Chief\n\nTechnology Officer (CTO) at all relevant times, though he is no longer employed there.\n\n       31.     Anthony Pearce is a UK citizen and resident who served as Paragraf\u2019s Chief\n\nOperating Officer (COO) at all relevant times and continues to serve in that role. As COO, Pearce\n\nwas responsible for ensuring processes were under control.\n\n\n\n                                                9\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 10 of 49 PageID #: 10\n\n\n\n\n                            FACTS COMMON TO ALL COUNTS\nA. Graphene and Cardea\n\n       32.     Graphene is a synthetic material made of a single layer of carbon atoms\u2014one atom\n\nthick\u2014arranged in a honeycomb lattice. It is among the strongest and most electrically conductive\n\nmaterials known, and those properties make it valuable for building advanced sensors and\n\nelectronic devices.\n\n       33.     Realizing graphene\u2019s value at commercial scale, however, requires solving difficult\n\nmanufacturing problems, such as achieving \u201cprocess control,\u201d the statistical stability and\n\nrepeatability that allow a process to produce devices reliably, at predictable yield, and in volume.\n\n       34.     Cardea\u2014originally incorporated in Delaware in 2014 as Nanomedical Diagnostics,\n\nInc.\u2014developed graphene-based biosensor chips and brought a biosensor product to market. The\n\nproduct could be customized to detect different biological compounds according to a customer\u2019s\n\nneeds. Cardea\u2019s original co-founders included Ross Bundy, its Chief Executive Officer, and Brett\n\nGoldsmith, its Chief Technology Officer.\n\n       35.     Goldsmith was the lead inventor on numerous patents held by Cardea. Some were\n\nspecific to the challenges of biosensing\u2014in particular, working with liquid substrates atop an\n\nelectronic chip\u2014while others concerned manufacturing processes that have proven essential to\n\nmaking graphene devices generally, not only biosensors.\n\n       36.     In 2015, Cardea achieved a first-in-the-world production process for graphene-\n\nbased devices. Rather than building a dedicated foundry of its own, Cardea adapted modern,\n\ncommercially available semiconductor process techniques to graphene using existing commercial\n\nMEMS-style foundries\u2014a supply-chain model that let Cardea produce chips on an as-needed\n\nbasis, with capacity, if fully utilized, of upwards of 10,000 chips per week. That work generated\n\nnumerous patents that became a core part of Cardea\u2019s intellectual-property portfolio. Cardea\u2019s\n\n                                                10\n\fCase 1:26-cv-01095-UNA         Document 1       Filed 08/28/26     Page 11 of 49 PageID #: 11\n\n\n\n\nprocess, while not formally audited, was maintained to the standards of modern ISO 9001 quality\n\ncontrol, with written, documented procedures, and Cardea produced approximately 30 batches of\n\ngraphene devices in lots of roughly 1,000 to 8,000 devices each, with consistent performance.\n\n       37.     Cardea commercialized that capability. In 2016, it launched the first-ever graphene\n\nbiosensor product, the Agile R100, selling approximately 20 instruments, along with chips, to\n\npharmaceutical companies and academic laboratories. In 2019, it developed the Robotic\n\nMeasurement System (RMS), increasing throughput from a maximum of approximately 4\n\nmeasurements per user per day on the R100 to approximately 30. And in 2021, Cardea organized\n\na subsidiary, CRISPRQC Inc., focused on the emerging gene-editing and synthetic-biology\n\nmarket, whose assays measured multi-omics characteristics and biological activity at a pace of\n\napproximately 100 chips per day, five days per week.\n\n       38.     In 2018, a key academic customer, Dr. Kiana Aran, published a foundational paper\n\nin Nature, a leading peer-reviewed scientific journal, demonstrating the use of Cardea-produced\n\ngraphene biosensors in novel ways to enhance medical diagnostics. Dr. Aran and Michael Heltzen\n\nthen formed a company, Nanosens, to commercialize that capability with the help of Cardea (then\n\nstill named Nanomedical Diagnostics). Nanomedical Diagnostics had focused on protein\n\ninteractions; Nanosens extended the technology into genomics. The two businesses combined, and\n\nthe merged company was renamed Cardea Bio, Inc. to reflect the expanded opportunity. Through\n\nthat combination, Heltzen and Dr. Aran joined the business alongside co-founders Bundy and\n\nGoldsmith, and Heltzen later became Cardea\u2019s Chief Executive Officer.\n\n       39.     Much of Goldsmith\u2019s work at Cardea was focused on establishing \u201cprocess control\u201d\n\nin order to reliably produce biosensors that behaved in a predictable manner. Process control over\n\nat least one product was first achieved in February 2016: testing began in June 2015, solutions\n\n\n\n                                               11\n\fCase 1:26-cv-01095-UNA           Document 1       Filed 08/28/26       Page 12 of 49 PageID #: 12\n\n\n\n\nwere identified by October 2015, and the first batches of chips were completed and fully tested by\n\nFebruary 2016, demonstrating that the process was under control and could reliably and\n\nreproducibly produce graphene devices. Consistent with standard chip production practices, and\n\nas required by Cardea\u2019s own standard operating procedures (SOPs), even an existing controlled\n\nprocess was reevaluated at regular intervals, typically once a year.\n\n       40.     In a November 2022 update to investors, Heltzen emphasized that a \u201cprocess\n\ncontrol\u201d improvement achieved in the prior quarter was a significant achievement in production.\n\n       41.     By 2023, Cardea had moved to a partnering and licensing business model and had\n\nbuilt a commercial pipeline of hundreds of companies that had expressed interest in its\n\ntechnology\u2014over 100 of them with well-qualified applications\u2014including seven active, paid\n\ncustomer projects, with counterparties ranging from smaller firms to Bayer and Siemens, along\n\nwith application-development projects for the Gates Foundation.\n\nB. Paragraf and Its 2022 Series B Financing and Public Claims\n\n       42.     Paragraf, founded after Cardea, is a United Kingdom company focused on\n\nproducing graphene-based devices, particularly graphene field-effect transistors (GFETs). Its first\n\ncommercially available GFET was a graphene magnetic-field (Hall) sensor. Through at least 2024,\n\nParagraf produced that device only in small quantities, essentially by hand, in a cleanroom in its\n\nSomersham location.\n\n       43.     Since at least 2020, Paragraf has publicly claimed that it had scalable graphene\n\nproduction capabilities, though those claims ramped up considerably in 2022 and 2023.\n\n       44.     In July 2020, Thomas published an article on Paragraf\u2019s website under his own\n\nbyline (\u201cBy Simon Thomas, CEO, Paragraf\u201d); Paragraf updated the page on April 26, 2022\u2014\n\nweeks after the parties\u2019 first foundry discussions began\u2014and the article remains on Paragraf\u2019s\n\nwebsite today. Since at least April 2022, the article has told readers that, through Paragraf\u2019s \u201cnovel,\n                                                  12\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 13 of 49 PageID #: 13\n\n\n\n\nscalable process,\u201d it is \u201cpossible to produce single-atom thick layers directly onto widely-used\n\ncrystalline semiconductor wafer substrates,\u201d \u201cwith the upshot that commercially viable devices\n\nincorporating graphene may be produced in volume\u201d; that \u201c[t]he graphene produced by this\n\nmethod can cover a wide area (addressing full size 8-inch wafers)\u201d; that \u201creproducibility is assured,\n\nso there will be minimal variation in end product quality\u201d; and that \u201cthe process is compatible with\n\nexisting electronic device manufacturing procedures and equipment.\u201d The article thus presents\n\nmaterial growth, device quality, and manufacturing compatibility as an existing capability.\n\n(https://www.paragraf.com/redefining-hall-effect-sensors-with-graphene/.)\n\n       45.     In March 2022, Paragraf secured a $60 million Series B financing led by U.S.-based\n\nNew Science Ventures and including a new investment by In-Q-Tel, the venture-capital firm\n\nchartered to support the U.S. intelligence community. Paragraf\u2019s press release announcing the\n\nround stated that the funding would \u201chelp the company scale the business as it continues its\n\ninternational growth \u2026 and expanding its manufacturing infrastructure.\u201d Paragraf described itself\n\nas \u201cthe first company worldwide to deliver a scalable approach to graphene electronic device\n\nmanufacturing, by utilising its unique contamination-free technology.\u201d The release also quoted\n\nNew Science Ventures\u2019 Managing Partner as validating Paragraf\u2019s claims, implicitly based on their\n\ndiligence in connection with the investment: \u201cDeveloping and manufacturing at scale, graphene-\n\nbased sensors and electronics devices, has been a major challenge to industry. Paragraf has met\n\nthat challenge and is delivering commercial products with order of magnitude improvements in\n\nproduct performance.\u201d     (https://www.paragraf.com /paragraf-raises-60m-in-series-b-financing/).\n\n       46.     On April 11, 2022, in a rebranding announcement on its website, Paragraf touted\n\n\u201cour manufacturing processes that enable us to uniquely produce high-purity 2D graphene at\n\nscale.\u201d (https://www.paragraf.com/paragraf-leading-the-way-in-graphene-electronics/).\n\n\n\n                                                 13\n\fCase 1:26-cv-01095-UNA         Document 1        Filed 08/28/26      Page 14 of 49 PageID #: 14\n\n\n\n\n       47.    On July 19, 2022, in announcing an Innovate UK Biomedical Catalyst grant,\n\nParagraf described its \u201cunique manufacturing process to reproducibly produce high purity, high-\n\nquality graphene directly on a substrate with minimal contamination\u201d and again called itself \u201cthe\n\nfirst company in the world to deliver a scalable approach to graphene-based electronic device\n\nmanufacturing, with an unrivalled ability to harness one of the most conductive materials in the\n\nworld.\u201d (https://www.paragraf.com/biomedical-catalyst-grant/).\n\n       48.    In November 2022, Paragraf signed a lease for a second location, this one in\n\nHuntingdon, UK, purportedly intended to house a new, larger cleanroom that would mass produce\n\ngraphene-based devices.\n\n       49.    On February 21, 2023, Paragraf publicly announced that it had taken possession of\n\nthe Huntingdon facility and expected to begin ramping up production in the second half of 2023:\n\n       The new site will allow Paragraf to massively increase the size of its clean room facilities\n       and other manufacturing areas while providing additional office space. Paragraf staff are\n       beginning to move in during the first quarter of 2023 and production is expected to ramp\n       up in the second half of the year. The initial expansion of staff into the Huntingdon facility\n       will enable accelerated development of the research, development and production areas on\n       the current Somersham site to cope with increasing customer demand as fit out of\n       operations at the new site progresses.\n\n       Paragraf\u2019s first site was opened in October 2018 and since then Paragraf has grown from\n       12 employees to over 110. The company\u2019s growth has been financed by over $85 million\n       in capital raised in several venture funding rounds. The business is currently focussed on\n       growing revenues from its graphene-based magnetic field and current sensor products.\n\nhttps://www.paragraf.com/paragraf-manufacturing-expansion/.\n\n       50.    On March 15, 2023, Paragraf published the following statement on its website in\n\nconnection with promoting a supposedly new graphene sensor application:\n\n       Graphene has many great properties: incredible mechanical strength, lightness, flexibility,\n       optical transparency and conductivity (of both electricity and heat). Due to Paragraf\u2019s\n       unique ability to mass produce components with graphene using industry standard\n       semiconductor processes, we can bring these benefits at scale in many applications,\n       including in steer-by-wire.\n\n\n                                                14\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 15 of 49 PageID #: 15\n\n\n\n\nhttps://www.paragraf.com/steer-by-wire/ (emphasis added).\n\n       51.     On April 26, 2023, days after the merger\u2019s closing, Paragraf again publicly\n\nproclaimed itself able \u201cto mass produce graphene-based electronic devices using standard\n\nsemiconductor processes\u2026.\u201d (https://www.paragraf.com/paragraf-to-demonstrate-innovative-\n\nbattery-management-solutions-at-the-battery-show-europe-in-stuttgart/ (emphasis added)).\n\nC. The Companies\u2019 Pre-Merger Interactions\n\n       52.     In 2019\u2014several years before any merger discussions\u2014Cardea notified Paragraf\n\nthat Paragraf\u2019s products might infringe Cardea\u2019s intellectual property.\n\n       53.     In March 2022, Cardea and Paragraf discussed the possibility of Paragraf serving\n\nas a manufacturing foundry, or \u201cFAB,\u201d for Cardea. Paragraf\u2019s representatives in these\n\ncommunications included its Biosensor Business Development Director, Malcolm Stewart, its\n\nChief Executive Officer, Simon Thomas, and John Tingay; Cardea\u2019s included Michael Heltzen,\n\nBrett Goldsmith, and others.\n\n       54.     On March 25, 2022, Stewart wrote to Heltzen that Paragraf was \u201cinterested in\n\ncontinuing discussions around the potential for Paragraf becoming a FAB for Cardea and how we\n\ncould make that work.\u201d On March 28, 2022, Stewart added that Paragraf was \u201ckeen to understand\n\nmore about your thoughts on how we could be a fab/foundry for Cardea and what the business\n\nmodel would look like.\u201d In setting the agenda for those discussions, Heltzen wrote that Cardea\n\nwanted to hear \u201ca bit more about how ready Paragraf is to be a service foundry for Cardea / what\n\nit will take to make it happen and at what scale we can get to together and when.\u201d\n\n       55.     During the same exchange, Cardea offered to provide Paragraf with copies of\n\ncertain Cardea patents, and Goldsmith prepared to forward them after obtaining copies from\n\nCardea\u2019s intellectual-property counsel. On March 25, 2022, Stewart responded that \u201cit would be\n\nwise if you don\u2019t forward the patents at this point, but we thank you for the offer.\u201d\n                                                 15\n\fCase 1:26-cv-01095-UNA         Document 1       Filed 08/28/26      Page 16 of 49 PageID #: 16\n\n\n\n\n       56.     In or about May 2022, several Paragraf representatives\u2014including CEO Simon\n\nThomas, CTO John Tingay, CFO Charles Platts, and COO Anthony Pearce\u2014traveled to San\n\nDiego for a dinner with key Cardea personnel, including Goldsmith, Heltzen, Kelly Huang, and\n\nKiana Aran. During that dinner, among other specifics discussed, Tingay stated that Paragraf had\n\nachieved process control and had just raised the money it needed to scale production further,\n\nincluding by building out a new facility to increase production massively beyond what its existing\n\nfoundry could produce. When discussing Paragraf\u2019s work on diagnostic devices, Tingay also stated\n\nthat Paragraf had already begun testing their devices with human samples and it was working.\n\n       57.     At various points before the merger (and after), Paragraf personnel, including\n\nPearce, Tingay, and Thomas, described Paragraf\u2019s technology as the more \u201cmature\u201d of the two\n\ncompanies\u2019. Whenever Cardea personnel offered insights about production, Paragraf employees\n\nresponded that they were not interested because, they said, Paragraf had already solved the\n\nproduction side and did not wish to take a step backward. Pearce\u2014the Chief Operating Officer\n\nresponsible for Paragraf\u2019s production processes\u2014made the point expressly: when production came\n\nup, he assured Cardea personnel that everything on Paragraf\u2019s side was working, stating, in\n\nsubstance, \u201cWe know how to do all of that stuff. It\u2019s not a problem for us.\u201d\n\nD. Merger discussions, the December 2022 presentation, and diligence\n\n       58.     In the wake of Paragraf\u2019s scalable-manufacturing claims and its Series B raise\u2014\n\nwhich appeared to validate those claims\u2014and following the parties\u2019 earlier interactions, Cardea\n\nand Paragraf began to discuss a business combination.\n\n       59.     During the summer and fall of 2022, Heltzen and Thomas had numerous Zoom\n\ncalls to discuss the companies and the potential merger. During one such call in or about November\n\n2022, Heltzen asked Thomas: How would Cardea be sure there was enough capacity via the first\n\n\n                                                16\n\fCase 1:26-cv-01095-UNA         Document 1       Filed 08/28/26     Page 17 of 49 PageID #: 17\n\n\n\n\nfoundry (for both Paragraf\u2019s Hall sensors and Cardea\u2019s biosensors, plus various research projects\n\nthat would also require capacity) until the second foundry would be up and running? In response,\n\nThomas held up to the camera what he claimed was an eight-inch graphene wafer and advised\n\nHeltzen that that was what Paragraf could produce and use in its current production.\n\n       60.    On December 14, 2022, after already conducting extensive diligence on Cardea,\n\nThomas, Platts, and Tingay delivered a presentation about Paragraf to Heltzen, Goldsmith, Hoerr,\n\nCardea COO Kelly Huang, and Chief Business Officer Robert Lozuk. Thomas and Platts\n\npersonally traveled to Cardea\u2019s offices in San Diego, while Tingay participated via Zoom.\n\n       61.    During the presentation, Thomas represented that Paragraf was able to \u201cproduce\n\ngraphene electronic devices at mass scale.\u201d\n\n       62.    Thomas represented that Paragraf could presently produce and sell at scale: \u201ctoday\n\nwhat we\u2019re able to offer is the production of devices at scale. And you can go now, you can go to\n\nour website and you can buy graphene-based sensors if you wish, and we can supply them to you\n\nin volume.\u201d\n\n       63.    Thomas represented that Paragraf had completed new-product development and\n\nintroduction processes with large corporations and that Paragraf\u2019s devices were already \u201cbaked\n\ninto\u201d aerospace, automotive, and industrial-sensing applications; that Paragraf had \u201chit every\n\nsingle objective milestone \u2026 We\u2019ve never missed a single one.\u201d\n\n       64.    Each of the statements set forth in the three preceding paragraphs was a\n\nrepresentation of Paragraf\u2019s then-present capability or then-existing customer commitments\u2014not\n\na projection or other forward-looking statement\u2014and each was false when made.\n\n       65.    During the presentation, Paragraf\u2019s agents also presented their production and\n\nrevenue expectations. Thomas stated that Paragraf expected to produce on the order of one million\n\n\n\n                                               17\n\fCase 1:26-cv-01095-UNA         Document 1       Filed 08/28/26     Page 18 of 49 PageID #: 18\n\n\n\n\ngraphene chips per month by the end of 2023, increasing to approximately ten million per month\n\nby the end of 2024. Paragraf presented those volumes as achievable with its existing manufacturing\n\ncapability.\n\n       66.     During earlier discussions, Thomas, Tingay, and Pearce explained that Paragraf\u2019s\n\nchips were small\u2014on the order of one millimeter by one or two millimeters\u2014so that a single\n\nstandard six-inch wafer would yield between 6,000 and over 14,000 chips. Thomas showed\n\nHeltzen an eight-inch graphene wafer, which has approximately double the capacity of a six-inch\n\nwafer. These prior representations made Paragraf\u2019s projections sound particularly plausible.\n\n       67.     A slide prepared and presented by Platts at the same meeting set forth projected\n\nrevenue of approximately $8 million in 2023 and rising to approximately $70 million in 2024.\n\n\n\n\n       68.     During the presentation, these amounts were expressly characterized by Thomas as\n\nbeing more than mere revenue projections, but rather \u201cthe commitment by customers that they\n\n\n                                               18\n\fCase 1:26-cv-01095-UNA          Document 1        Filed 08/28/26      Page 19 of 49 PageID #: 19\n\n\n\n\nwant the volume from us\u201d\u2014including letters of intent, and one customer reportedly said to be\n\ncommitted to a two-year purchase order.\n\n       69.     Platts asserted that Paragraf was looking at \u201cover a billion dollars\u2019 worth of\n\nrevenues\u201d within the next ten years and that, in connection with their Series C raise, Paragraf\u2019s\n\noutside advisors (purportedly Morgan Stanley) had indicated Paragraf would have a valuation of\n\n\u201cplus $500 million\u201d and potentially \u201csignificantly higher than that.\u201d\n\n       70.     At the same time Thomas, Pearce, Tingay, and Platts were making these\n\nrepresentations during the management presentation and in numerous unrecorded conversations,\n\nParagraf prevented Cardea from verifying them. For an extended period Paragraf formally declined\n\nto permit Cardea to visit its facility, even as Paragraf\u2019s personnel repeatedly visited Cardea\u2019s.\n\n       71.     In November 2022, Tingay permitted Cardea\u2019s CTO, Goldsmith, to visit while he\n\nwas in the UK on other business. On November 18, 2022, Tingay led the facility tour himself: he\n\ninstructed Goldsmith to conceal his identity and the purpose of his visit from other Paragraf\n\npersonnel; walked Goldsmith past\u2014but never into\u2014the cleanroom where fabrication purportedly\n\noccurred; limited the demonstration to a single, technician-run electrical test on one machine; and,\n\non the asserted ground that the information was \u201cprivileged,\u201d withheld the electrical-\n\ncharacterization data, quality-control records, and standard operating procedures that would have\n\nrevealed the truth. Paragraf did not even tell its own biosensor team about the acquisition until\n\ndays before closing.\n\n       72.     According to the minutes of Paragraf\u2019s February 21, 2023, Board meeting,\n\nParagraf\u2019s CEO claimed that Paragraf could deliver 200,000 chips per quarter to an electric car\n\nbattery customer in Asia, and that Paragraf could still achieve revenue of \u00a38.2 million in 2023.\n\n\n\n\n                                                 19\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 20 of 49 PageID #: 20\n\n\n\n\nThese minutes were provided to Cardea\u2019s management in or about early March 2023, as further\n\nsupport for Paragraf\u2019s capability claims and to induce Cardea to complete the merger.\n\nE. The Merger Agreement\n\n       73.     On or about March 31, 2023, Cardea and Paragraf entered into an Agreement and\n\nPlan of Merger and Reorganization (the \u201cMerger Agreement\u201d), providing for Paragraf\u2019s\n\nacquisition of Cardea through a reverse triangular merger: a Paragraf subsidiary merged with and\n\ninto Cardea, with Cardea surviving as a wholly owned subsidiary of Paragraf.\n\n       74.     In the negotiations, Paragraf resisted making anything approaching the number of\n\nrepresentations and warranties that Cardea made, on the asserted ground that Paragraf was the\n\nlarger, more mature company.\n\n       75.     As part of the overall transaction, certain Cardea businesses and assets\u2014including\n\nthe ventures known as CancerApp and CRISPR QC\u2014were spun off from the company being\n\nacquired.\n\n       76.     To hold the Paragraf stock issued as merger consideration on behalf of the\n\naccredited Cardea stockholders, those stockholders formed and contributed their shares to CGS,\n\nwhich served as the intermediary stockholding vehicle. This structure was not optional: the Merger\n\nAgreement required, as part of the transaction Paragraf designed and documented, that the\n\naccredited holders contribute their Cardea shares to CGS and that the Paragraf shares and deferred\n\nconsideration be issued to and held by CGS, with each such holder\u2019s entitlement satisfied indirectly\n\nthrough the holder\u2019s membership interest in CGS. (See Merger Agreement Recital J and\n\n\u00a71.4(a)(iii) (\u201cindirectly, through [the Holder\u2019s] membership interest in [CGS]\u201d) and CGS LLC\n\nAgreement \u00a72.02(a).)\n\n\n\n\n                                                20\n\fCase 1:26-cv-01095-UNA          Document 1        Filed 08/28/26      Page 21 of 49 PageID #: 21\n\n\n\n\nF. The stockholder vote and the consideration\n\n        77.    Paragraf owned no Cardea stock, and no stockholder or group controlled Cardea,\n\nwhich included over 120 distinct, unrelated shareholders, and no stockholder or group of affiliated\n\nstockholders controlled more than ten percent of the equity. The merger therefore could not have\n\nbeen accomplished by anyone\u2019s unilateral action: under the terms of the Merger Agreement, it\n\nrequired the affirmative consent of Cardea\u2019s stockholders owning at least 90% of the outstanding\n\nequity. Closing the merger thus required the written consent of Cardea\u2019s stockholders, which was\n\nsolicited through the document the Merger Agreement defines as the \u201cStockholder Notice.\u201d The\n\ndocument furnished to stockholders was titled the \u201cConfidential Information Statement,\u201d and it\n\nserved as, and was part of, the Stockholder Notice. The Merger Agreement gave Paragraf control\n\nover the Stockholder Notice\u2019s content. Section 5.1(c) provides that, \u201c[p]rior to its mailing, the\n\nStockholder Notice shall have been approved by Acquirer,\u201d and that, \u201cfollowing its mailing, no\n\namendment or supplement to the Stockholder Notice shall be made by the Company without the\n\napproval of Acquirer\u201d (Acquirer being Paragraf). Paragraf supplied and controlled the content of\n\nthe Stockholder Notice concerning Paragraf.\n\n        78.    Cardea\u2019s representation as to the accuracy of the Stockholder Notice extended only\n\nto information concerning Cardea, and not to information concerning Paragraf. Section 2.24 of the\n\nMerger Agreement expressly excluded from Cardea\u2019s representation \u201cany of the information\n\nsupplied or to be supplied by Acquirer for inclusion therein.\u201d The accuracy of the statements about\n\nParagraf in the Stockholder Notice was therefore Paragraf\u2019s responsibility alone; Cardea neither\n\nrepresented nor warranted their truth, and Paragraf had no contractual recourse against Cardea for\n\nthem.\n\n        79.    The Stockholder Notice described Paragraf in the present tense. Among the Board\u2019s\n\nenumerated reasons for the merger, it stated that there was \u201cthe likelihood of a unique strategic fit,\n                                                 21\n\fCase 1:26-cv-01095-UNA         Document 1          Filed 08/28/26   Page 22 of 49 PageID #: 22\n\n\n\n\nas Paragraf has the very specialized kind of graphene semiconductor foundry that the Company\n\nneeds to scale its chip production to service its customers,\u201d and it described Paragraf as \u201ca\n\nmanufacturer of 2D graphene chips \u2026 [that] offers scalable manufacturing of graphene-based\n\nelectronic devices for industrial applications.\u201d Those statements were present-tense statements of\n\nfact, and they were false: Paragraf did not have a graphene semiconductor foundry capable of\n\nscalable manufacturing, and did not offer scalable manufacturing of graphene-based electronic\n\ndevices.\n\n        80.     The Stockholder Notice also attached, as an annex, financial statements for\n\nParagraf: audited accounts for 2021 and an unaudited statement of profit and loss for the year\n\nended December 31, 2022. That financial information concerning Paragraf was supplied by\n\nParagraf\u2014under Section 2.24 of the Merger Agreement, Cardea\u2019s accuracy representation\n\nexpressly excluded information supplied by Acquirer\u2014and Platts, as Chief Financial Officer, was\n\nresponsible for Paragraf\u2019s financial statements.\n\n        81.     Stockholders representing approximately 92.5% of Cardea\u2019s outstanding shares\n\nexecuted a Voting Agreement in connection with the merger. The holders of the remaining\n\napproximately 7.5% of Cardea\u2019s shares signed nothing: no Voting Agreement, no written consent.\n\nTheir shares were canceled and converted by operation of the merger, Delaware law, and a drag-\n\nalong obligation each had accepted as a Cardea stockholder, without any contemporaneous consent\n\nto the merger itself.\n\n        82.     The primary consideration each stockholder received for signing the Voting\n\nAgreement and approving the merger was a pro rata interest in the Paragraf stock issued as merger\n\nconsideration\u2014stock the Stockholder Notice specifically valued at approximately $40 million in\n\nthe aggregate. The stockholders\u2019 decision to give their consent and surrender their Cardea shares\n\n\n\n                                                   22\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 23 of 49 PageID #: 23\n\n\n\n\nthus turned directly on Paragraf\u2019s representations about the scalable-manufacturing capability that\n\ngave that stock its purported value.\n\nG. Post-merger events reinforced Paragraf\u2019s technological capability claims while\ndecimating the former Cardea employees\n\n       83.     The merger closed on or about April 21, 2023, and the certificate of merger was\n\naccepted by Delaware on that date (the \u201cEffective Time\u201d).\n\n       84.     Even after the merger, Paragraf did not allow former Cardea employees\u2014who now\n\nworked for Paragraf\u2014into its cleanroom for fabrication. It also consistently siloed the US-based\n\nemployees and prevented them from accessing information about what was happening in the UK\n\noperations.\n\n       85.     Paragraf repeatedly refused to follow the protocols and procedures for production,\n\nmarketing, sale, and customer support that Cardea had developed over its years of experience\n\nworking with biological reagents. As a result, Paragraf failed to support existing customers\n\nadequately, much less develop new customers for biosensors. Very shortly after the merger was\n\ncompleted, Paragraf elected to terminate many of Cardea\u2019s customer relationships stating, among\n\nother things, that they saw the customers as being too small for Paragraf\u2019s revenue goals.\n\n       86.     In October 2023, Paragraf prepared a newsletter for the former Cardea investors\n\nand sent that newsletter to Heltzen for the purpose of sending it on to the Converting Holders. That\n\nnewsletter continued to claim that Paragraf had the capability to \u201cmak[e] commercial scale\n\ngraphene-based electronics\u2026.\u201d Page 1 began:\n\n\n\n\n                                                23\n\fCase 1:26-cv-01095-UNA         Document 1        Filed 08/28/26     Page 24 of 49 PageID #: 24\n\n\n\n\nAnd on page 2, the following was in a call-out box in the upper right corner of the page:\n\n\n\n\nThis newsletter reinforced the pre-deal narrative.\n\n       87.     On or about February 5, 2024, at a meeting at the San Diego offices, Defendants\n\nPearce and either Platts or Tingay told employees that they were shutting down the legacy Cardea\n\nprocesses to focus on Paragraf\u2019s fabrication processes in the UK. This again sought to reinforce\n\nParagraf\u2019s ongoing narrative that it had the more \u201cmature\u201d and scalable fabrication process.\n\n\n\n                                                24\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 25 of 49 PageID #: 25\n\n\n\n\n       88.     Paragraf proceeded to lay off approximately half of the biosensor team in San\n\nDiego\u2014less than ten months after the merger closed. They said they planned to keep a skeleton\n\nstaff and that all significant operations were moving to Paragraf.\n\n       89.     On information and belief, the skeleton staff was retained because Paragraf had a\n\nbacklog of Cardea sensors already fabricated and it only needed to retain the staff necessary to\n\nmake those sensors functional for customers so as to dispose of the existing inventory.\n\n       90.     Goldsmith\u2019s contract with Paragraf had provided that he was supposed to run the\n\nbiosensor team for the entire company and to have all the technical staff in the United States report\n\nto him. Right after the layoffs, Goldsmith sought to resign immediately\u2014because his key\n\nresponsibilities had been eliminated\u2014and Paragraf initially indicated its intent to \u201ccure\u201d the\n\nchange in conditions, however, it failed to do so and Goldsmith tendered his resignation \u201cfor good\n\nreason,\u201d which was accepted on May 21, 2024. As a condition of receiving severance, he was\n\nrequired to sign a general release and a renewed non-disclosure agreement.\n\n       91.     Paragraf\u2019s performance after the merger bore no resemblance to what Thomas and\n\nPlatts had projected. In fact, Paragraf\u2019s 2023 sales revenue, including from Cardea\u2019s customers,\n\nwas only about $1 million, and its 2024 sales revenue fell to approximately $400,000\u2014less than\n\nCardea alone had generated in 2022, and less than 1% of what Thomas and Platts had projected.\n\n       92.     The revenue decline in 2024 was due in substantial part to Paragraf\u2019s refusal to\n\ncontinue servicing legacy Cardea customers, including after it closed the San Diego office.\n\nH. Discovery of the Fraud\n\n       93.     On April 28, 2025, at an industry conference, Paragraf\u2019s new Senior Vice President\n\nof Sales, Rupert Prince\u2014who had joined Paragraf in January 2025\u2014told Cardea co-founder Ross\n\nBundy\u2014who by then was the chief executive of a Paragraf customer\u2014that Paragraf could not\n\n\n                                                 25\n\fCase 1:26-cv-01095-UNA         Document 1       Filed 08/28/26     Page 26 of 49 PageID #: 26\n\n\n\n\nproduce even 20,000 chips in a ten-week period. That capacity was far below what Cardea had\n\nbeen able to produce for years, and even farther below the commercial scale Paragraf\u2019s own CEO\n\nhad represented that Paragraf had already achieved before the merger.\n\n        94.    That disclosure prompted Bundy and Heltzen to investigate the production\n\nbottleneck more closely. Through that investigation, they learned that Paragraf\u2019s problems were\n\nnot unanticipated post-merger setbacks: Paragraf had never possessed the scalable graphene-\n\ndevice manufacturing capability it had claimed. It did not have a viable production foundry in its\n\ncleanroom; it remained, in substance, an early-stage research-and-development operation.\n\n        95.    Paragraf had the ability to produce graphene devices, but only at a low yield\u2014\n\nnowhere near approaching \u201cat scale\u201d let alone \u201cmass scale\u201d as represented\u2014and with very high\n\nerror rates.\n\n        96.    None of the managers of CGS, nor any appointed agents of CGS (as there were\n\nnone), had any knowledge of Paragraf\u2019s true production capabilities before April 2025.\n\n        97.    The investigation revealed that, at a post-closing meeting in September 2023,\n\nParagraf\u2019s head of fabrication, Andy Pegram, admitted that none of Paragraf\u2019s fabrication\n\nprocesses were under control and that the company needed to begin bringing them under control.\n\nGoldsmith, then still employed by Paragraf, was present and heard that admission. He was,\n\nhowever, bound by confidentiality obligations\u2014including post-employment obligations imposed\n\nas conditions of his separation and severance agreements\u2014that prevented him from disclosing\n\nwhat he had just learned.\n\n        98.    The investigation also revealed that the unaudited 2022 profit-and-loss statement\n\nfurnished with the Stockholder Notice had been materially misleading. Paragraf\u2019s audited accounts\n\nfor the same year\u2014filed only after the merger closed\u2014reported revenue of approximately\n\n\n\n                                               26\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 27 of 49 PageID #: 27\n\n\n\n\n\u00a3228,923, of which only approximately \u00a383,320 was product sales, and a gross loss, with cost of\n\nsales exceeding revenue. On information and belief, the revenue reported in the unaudited\n\nstatement included substantial grant and other non-product income, which the statement did not\n\ndisclose.\n\n        99.     Plaintiffs do not presently contend that any particular line item of the unaudited\n\nstatement has been shown to be false, because the accounting judgments behind those figures are\n\ncurrently known only to Paragraf. Even so, the unaudited statement conveyed to Cardea\u2019s\n\nstockholders the impression of a business already generating meaningful product revenue at a\n\nhealthy margin, while omitting the facts necessary to make that impression not misleading,\n\nincluding the composition of the reported revenue. That impression was at odds with the audited\n\nresults for the very same year and with the hand-built, high-error-rate reality of Paragraf\u2019s\n\nproduction, and it reinforced the false picture of scalable, profitable manufacturing conveyed by\n\nParagraf\u2019s capability representations.\n\n        100.    Paragraf\u2019s own subsequent publications about its wafer platform confirm both that\n\nthe production capacity it represented to Cardea did not exist and that Paragraf knew it. As\n\ndiscussed above, Thomas had answered Heltzen\u2019s direct question about near-term capacity by\n\ndisplaying an eight-inch wafer as what Paragraf could produce and use, and the volumes presented\n\nin December 2022 were apparently premised on that platform. Paragraf\u2019s later statements admitted\n\nthe truth in stages.\n\n        101.    The wafer-size deception unraveled in stages, in Paragraf\u2019s own words. First, an\n\nAugust 28, 2024 EE Times article, based on an interview of a Paragraf executive, described\n\nParagraf\u2019s Somersham site\u2014in passing, without noting the significance\u2014as its \u201ctwo-inch wafer\n\nsubstrate production facility,\u201d and reported that Paragraf\u2019s six-inch fabrication facility was \u201csoon\n\n\n\n                                                27\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 28 of 49 PageID #: 28\n\n\n\n\nto be opened,\u201d with scale-up planned for 2025. (https://www.eetimes.com/paragraf-looks-toward-\n\nscaling-up-production-of-graphene-devices/.)\n\n       102.    Then, in an October 23, 2024 press release announcing an Innovate UK grant,\n\nParagraf admitted that its \u201cproprietary graphene deposition process was originally developed using\n\nsubstrate wafers of varying materials, and research scale, primarily 2\u201d wafer sizes\u201d\u2014wafers\n\n\u201ccapable of producing up to 1,500 graphene Hall sensor devices, or 64 larger graphene molecular\n\nsensors, per wafer.\u201d Six-inch wafers were described as being in \u201cpilot tests\u201d; the grant itself, won\n\nin early 2024, was \u201cfor the purpose of supporting the scale up of manufacturing of six-inch device\n\nwafers from research to production quantities\u201d; and larger substrates remained \u201cin the future.\u201d\n\n(https://www.paragraf.com/press-release-paragraf-awarded-innovate-uk-grant/.)\n\n       103.    None of the Converting Holders, including the CGS Managers, was aware of these\n\nwafer-size publications until after the aforementioned April 28, 2025 discovery.\n\n       104.    Finally, on December 22, 2025, Paragraf announced that it had \u201csuccessfully\n\nproduced the first 6-inch wafer\u201d at Huntingdon, stating flatly: \u201cUntil now, Paragraf has produced\n\nGFETs on 2-inch sapphire wafers.\u201d Thomas was quoted celebrating that this single wafer\n\n\u201cdemonstrates ... our ability to scale,\u201d and the release described the Huntingdon facility as\n\nsupporting \u201cthe transition of graphene electronics from laboratory-scale innovation to commercial-\n\nscale production.\u201d (https://www.paragraf.com/6-inch-graphene-wafer/.)\n\n       105.    The October 2024 and December 2025 statements cannot both be accurate: either\n\nthe claimed six-inch \u201cpilot tests\u201d of 2024 overstated what then existed, or the December 2025\n\n\u201cfirst\u201d overstated the achievement. Both, however, are Paragraf\u2019s own statements, and on either\n\nreading Paragraf\u2019s device production remained at research scale, primarily on two-inch wafers,\n\nfrom before the merger until at least late 2024. Measured against those admissions, the article\n\n\n\n                                                28\n\fCase 1:26-cv-01095-UNA         Document 1       Filed 08/28/26      Page 29 of 49 PageID #: 29\n\n\n\n\ndescribed in paragraph 44 above and the eight-inch wafer Thomas displayed to Heltzen in\n\nNovember 2022 were false when made: a company whose declared production platform had not\n\nadvanced beyond two-inch wafers did not have \u201cassured\u201d reproducibility \u201caddressing full size 8-\n\ninch wafers,\u201d did not have mass-scale production \u201ctoday\u201d in December 2022, and could not have\n\nbelieved the volumes it projected\u2014which, at Paragraf\u2019s own published per-wafer yields, would\n\nhave required thousands of flawless wafers per month from a hand-run, research-scale line.\n\nI. Paragraf\u2019s knowledge of falsity\n\n       106.    Paragraf knew, through Thomas, Platts, Tingay, Pearce, and its other senior\n\nofficers, that its representations of present capability and customer commitments were false when\n\nit made them. Pearce in particular, as the Chief Operating Officer responsible for implementing\n\nprocess controls, knew that Paragraf had not achieved them.\n\n       107.    Based on the true state of Paragraf\u2019s production technology\u2014its technological\n\nimmaturity and its lack of process control\u2014the production and revenue figures Paragraf presented\n\nto Cardea\u2019s management, including the volumes stated in the December 2022 presentation and the\n\nclaim in the February 21, 2023 board minutes that Paragraf could deliver 200,000 chips per quarter\n\nto an automotive-battery customer in 2023, were stated in bad faith, knowingly false, and lacked\n\nany reasonable basis when made. Paragraf was technologically incapable of delivering anything\n\nclose to that volume of chips, and the customer ultimately terminated its contract with Paragraf on\n\nthose very grounds.\n\n       108.    Defendants engaged in a multifaceted scheme to deceive Cardea into the merger,\n\nincluding acknowledging the likelihood of Paragraf infringing Cardea\u2019s patents; prematurely\n\nleasing the new Huntingdon location; feeding impossible revenue projections to its investment\n\nbankers and Cardea shareholders; stage-managing the sole diligence visit while withholding the\n\nquality-control records that would have revealed the truth; publicly announcing a mass-production\n                                                29\n\fCase 1:26-cv-01095-UNA          Document 1        Filed 08/28/26      Page 30 of 49 PageID #: 30\n\n\n\n\nfacility whose production Defendants knew could not \u201cramp up\u201d as announced; and fielding a\n\ncommercial sales organization to sell volumes Paragraf could not produce. Each of these acts was\n\ndeceptive in itself, independent of any statement, and each was undertaken to create and maintain\n\nthe false appearance of an operating, scaling graphene manufacturer. The Huntingdon lease is\n\nillustrative: Paragraf signed it in November 2022\u2014years before Paragraf had any process-control\n\nbasis to use such a facility\u2014and announced possession of the site five weeks before the Merger\n\nAgreement was signed, timing keyed to the merger and financing narrative rather than to\n\nproduction Paragraf was capable of performing. The facility\u2019s production did not \u201cramp up in the\n\nsecond half of\u201d 2023 as announced; more than a year after the merger, Paragraf\u2019s six-inch\n\nfabrication facility there was still described as \u201csoon to be opened,\u201d and Thomas would later\n\ndescribe the foundry as having opened only in 2025.\n\n       109.    Paragraf\u2019s concealment continued after closing. For example, in October 2023,\n\nParagraf\u2019s newsletter to the former Cardea investors attributed its production delays to\n\nbureaucratic obstacles in opening its new foundry location, while omitting that Paragraf was\n\noperating out of a research facility using research processes rather than commercial production\n\nprocesses, and that none of its fabrication processes were under control.\n\n       110.    As evidence that Paragraf knew it had been falsely presenting itself as having\n\nmature and scalable graphene device manufacturing capabilities, Paragraf issued a press release\n\non June 29, 2026, on its website, in which it attempted to rewrite the narrative by claiming that: (i)\n\nParagraf was only then \u201cdeveloping maturity from startup to full-scale semiconductor\n\nmanufacturing company\u201d; (ii) a newly announced committee would support the company \u201cas the\n\ncompany scales production\u201d and \u201cworks towards\u201d full integration; and (iii) \u201chaving built the\n\nworld\u2019s first graphene electronics foundry, we are now cementing our position.\u201d Each statement\n\n\n\n                                                 30\n\fCase 1:26-cv-01095-UNA          Document 1        Filed 08/28/26      Page 31 of 49 PageID #: 31\n\n\n\n\nadmits that the at-scale manufacturing capability Paragraf represented as already existing in 2022\n\nwas, on Paragraf\u2019s own telling, still being built in 2026.\n\nJ. Reliance\n\n       111.    In approving the merger, Cardea and its Board relied primarily on Paragraf\u2019s\n\nlongstanding claim to have a functional foundry and technology that could reliably produce\n\ngraphene-based devices at commercial scale.\n\n       112.    Despite that actual reliance, of which Paragraf\u2019s management was well aware,\n\nParagraf insisted that Cardea\u2019s management disclaim \u201cthe Company\u2019s\u201d reliance outside of the\n\nbarebones representations and warranties in the Merger Agreement. Nonetheless, the Merger\n\nAgreement did not purport to disclaim reliance by the Converting Holders, whose approval was\n\nknown to be required.\n\n       113.    The Merger Agreement contained no express representation addressed to\n\nParagraf\u2019s manufacturing capability, even though that capability was explicitly the main upside of\n\nthe merger for Cardea and its investors, and what induced them to enter into the transaction. The\n\nabsence of such a representation is not a negotiated risk allocation. Rather, its absence reflects the\n\nfoundational character of the fraud at issue in this suit: a company that is incapable of carrying out\n\nthe line of business that it purports to be in. Scalable graphene manufacturing was Paragraf\u2019s\n\npublicly proclaimed corporate identity\u2014the premise on which the entire transaction was built\u2014\n\nnot a negotiable deal term. Indeed, while Paragraf generally resisted providing reciprocal\n\nrepresentations and warranties, Cardea did not even request a manufacturing capacity\n\nrepresentation. Just as an acquirer of The Coca-Cola Company would not think to demand a\n\nrepresentation that Coca-Cola sells soft drinks, Cardea did not think to demand a representation\n\nthat Paragraf could do the one thing Paragraf told the world only it could do. Nor could it\n\nreasonably be expected to have done so. Paragraf thereby kept its single most important factual\n                                                 31\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 32 of 49 PageID #: 32\n\n\n\n\nclaim outside the contract, while continuing to assert it as accomplished fact in the Stockholder\n\nNotice, in public statements, and in direct communications.\n\n       114.    Defendants\u2019 repeated pre-merger assertions that Paragraf was more \u201cmature\u201d were\n\nalso false. Its technology was actually less mature than Cardea\u2019s in terms of product reliability,\n\nadoption and use by customers, and production methods. Thus, Paragraf\u2019s false assertion of\n\nsuperior maturity induced Cardea\u2019s consent to Paragraf making significantly more limited\n\nrepresentations and warranties than Cardea provided.\n\n       115.    Paragraf knew that Cardea\u2019s management, including Heltzen, relied on this most\n\nfundamental factual claim by Paragraf because Paragraf itself published that reliance. In addition\n\nto approving the statements to the Converting Holders directly, Paragraf\u2019s press release\n\nannouncing the merger stated:\n\n       \u201cJoining Paragraf allows us to use the world\u2019s only mass-produced, transfer-free\n       monolayer graphene to manufacture the state-of-the art graphene-based biosensors\n       developed by the Cardea team over the last ten years. We are looking forward to unlocking\n       powerful synergistic effects to advance the broad and growing use of graphene biosensors\n       for the benefit of both people and the planet\u201d said Michael Heltzen, EVP of Strategy at\n       Paragraf USA (former CEO and co-founder of Cardea Bio).\n\nhttps://www.paragraf.com/paragraf-acquires-cardea-bio-to-extend-graphene-electronics-\n\nindustry-leadership/\n\n       116.    In the same press release, Paragraf repeated its claims of having an existing scalable\n\nmanufacturing process. It began:\n\n       Paragraf, the only company in the world to mass produce graphene electronics using\n       transfer-free graphene and standard semiconductor processes, has acquired Cardea Bio, the\n       world\u2019s leading producer of graphene-based biocompatible chips.\n\n       And then it continued:\n\n       \u201cThe world-leading IP and expertise in graphene-electronic-based molecular detection\n       using CRISPR and other bioassay methods from Cardea Bio, combined with Paragraf\u2019s\n       ground-breaking developments in scalable graphene production processes will deliver a\n\n\n                                                32\n\fCase 1:26-cv-01095-UNA           Document 1       Filed 08/28/26       Page 33 of 49 PageID #: 33\n\n\n\n\n       strong pipeline of biosensing products aimed at solving major global challenges,\u201d said\n       Simon Thomas.\n\nId.\n\n       117.      The Converting Holder Plaintiffs who consented to the merger relied on Paragraf\u2019s\n\nrepresentations of present capability in consenting to the merger and surrendering their Cardea\n\nshares. The merger could not close without the stockholders\u2019 written consent, which was solicited\n\nthrough the Stockholder Notice that presented Paragraf\u2019s capabilities as accomplished fact. When\n\nthe Converting Holders executed the Voting Agreements and delivered their consents, they had no\n\nknowledge of Paragraf\u2019s true production capability, which Paragraf was actively concealing. But\n\nfor Paragraf's misrepresentations, the Converting Holders would not have executed the Voting\n\nAgreements, delivered their written consents, or surrendered their Cardea shares.\n\n       118.      In addition, certain Converting Holders\u2014including MWH Holdings/BlueSeq, the\n\nBundy Trust, and the Serra Capital funds, whose managers attended meetings directly with\n\nParagraf management\u2014relied on the statements of Thomas, Pearce, and Tingay about Paragraf\u2019s\n\npresent capabilities that were made directly to them. These same Plaintiffs also relied on the\n\nprojections by Thomas and Platts of future revenue and chip sales as having been asserted in good\n\nfaith and with a reasonable or at least rational basis for Defendants to believe that projections might\n\nbe achievable.\n\n       119.      The Converting Holders who declined to execute the Voting Agreement or to\n\nconsent to the merger also declined to exercise any appraisal rights in reliance on Cardea\u2019s Board\u2019s\n\nrecommendation for the merger and the statements about Paragraf\u2019s present capabilities contained\n\nin the Stockholder Notice. Because their shares would be converted regardless of their individual\n\nassent, appraisal under 8 Del. C. \u00a7 262 was these holders\u2019 remedy under state law, and the\n\nStockholder Notice served as the statutory notice of those rights; in reliance on that same\n\n\n                                                  33\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 34 of 49 PageID #: 34\n\n\n\n\ndocument, they refrained from demanding appraisal and permitted the statutory period to lapse.\n\nHad Paragraf disclosed the truth to them, these Plaintiffs could have sought to enjoin the merger\n\nunder Delaware law and, on the facts alleged here, would have had a reasonable probability of\n\nsucceeding; Paragraf\u2019s concealment deprived them of the information they needed to pursue that\n\nremedy and ensure that all stockholders were fully informed.\n\n       120.    CGS relied on the same representations. Before the merger, the accredited former\n\nCardea stockholders contributed their Cardea shares to CGS in exchange for membership interests\n\nin CGS. The contribution vested beneficial ownership of those Cardea shares in CGS effective\n\nimmediately prior to the Effective Time, while the contributing stockholders remained the holders\n\nof record. By operation of the merger, those Cardea shares were converted into, and exchanged\n\nfor, the Paragraf shares issued as merger consideration. That conversion was the operative\n\nexchange, and CGS\u2014acting through those who caused it to accept and hold the Paragraf shares\u2014\n\nacquired the Paragraf shares in reliance on Paragraf\u2019s representations of present capability.\n\n       121.    Plaintiffs\u2019 reliance was reasonable. Paragraf supported its maturity and present\n\ncapability claims with concrete, plausible detail\u2014including its small chip size and resulting wafer\n\nyields\u2014and it actively concealed the facts that would have exposed the claim as false, denying\n\nCardea access to its cleanroom and withholding the technical and quality records that would have\n\nrevealed the truth. A counterparty cannot be charged with discovering what the other side\n\ndeliberately hid.\n\n       122.    Paragraf is estopped from denying that Plaintiffs justifiably relied on its\n\nrepresentations of present capability. Paragraf supplied the content concerning itself in the\n\nStockholder Notice, approved that document, and knew it would be furnished to Cardea\u2019s\n\nstockholders for the specific purpose of obtaining the written consent on which the merger\n\n\n\n                                                34\n\fCase 1:26-cv-01095-UNA         Document 1       Filed 08/28/26      Page 35 of 49 PageID #: 35\n\n\n\n\ndepended. Having deployed those representations to secure the stockholders\u2019 consent, Paragraf\n\ncannot now deny that the stockholders relied on them.\n\nK. Timeliness\n\n       123.     Plaintiffs did not discover, and could not reasonably have discovered through the\n\nexercise of reasonable diligence, that Paragraf\u2019s capability representations were knowingly false\n\nwhen made before, and no earlier than, April 2025; the Converting Holder Plaintiffs who are not\n\nmanagers of Cardea Group Stockholder LLC did not learn the facts establishing the fraud until\n\nthose facts were conveyed to them at various times thereafter. Paragraf\u2019s active concealment\u2014\n\nincluding the blocked cleanroom access during diligence and the confidentiality and severance\n\nobligations binding the insiders who eventually learned the truth\u2014prevented earlier discovery\n\nthrough lawful and available means. Paragraf bound its former-Cardea employees such as\n\nGoldsmith to silence through separation agreements that included express requirements to\n\nmaintain confidentiality post-termination of employment. This action is timely, and any limitations\n\nperiod is tolled by Paragraf\u2019s fraudulent concealment.\n\n       124.     Plaintiffs did not discover, and could not reasonably have discovered through the\n\nexercise of reasonable diligence, that Paragraf had omitted to disclose the material fact that it\n\nlacked process control before approximately March 2026, when Goldsmith, through his counsel,\n\ndisclosed what he learned at Paragraf to the CGS Managers.\n\nL. Harm\n\n       125.     Plaintiffs were harmed by Paragraf\u2019s fraud. Had Paragraf disclosed its true\n\ncapabilities, the Converting Holder Plaintiffs would not have executed the Voting Agreements and\n\nsurrendered their Cardea shares, and CGS would not have acquired and held the Paragraf shares,\n\nor would have done so only on materially different terms. The Paragraf stock issued as\n\nconsideration was worth only a small fraction of the $40 million valuation assigned to it in the\n\n                                                35\n\fCase 1:26-cv-01095-UNA          Document 1        Filed 08/28/26      Page 36 of 49 PageID #: 36\n\n\n\n\nStockholder Notice, and far less than the value of the Cardea interests surrendered. Plaintiffs\u2019 loss\n\nis a single economic injury, recoverable once (either to CGS or the Converting Holder Plaintiffs),\n\nwhether measured by the diminution in value of the consideration or by rescission.\n\nM. Intimidation Efforts Confirmed the Misrepresentations and Intent\n\n       126.    On June 29, 2026, Thomas sent a letter directly to the Converting Holders\u2014\n\nincluding both (i) those who signed the voting agreement and consented to the merger and (ii)\n\nthose who did not\u2014by email. The letter purported to be on behalf of Paragraf\u2019s Board of Directors\n\nand was sent with the purpose of intimidating Converting Holders so that they would not seek\n\nlegal recourse through litigation.\n\n       127.    This letter was the first time that anyone on behalf of Paragraf or its board directly\n\ncommunicated with the Converting Holders as a group. Previous newsletters had been sent directly\n\nto a CGS manager, and that manager then forwarded them on to the LLC\u2019s members. In post-\n\nmerger financings, Paragraf raised funds on the representation that the Cardea merger resulted in\n\na singular new shareholder: CGS, not over 120 separate shareholders.\n\n       128.    In the letter, Thomas threatened to sue every Converting Holder who signed the\n\nVoting Agreement, regardless of whether they themselves asserted any claims at all. Moreover,\n\nthe letter misleadingly failed to disclose that liability could only be premised on a Holder bringing,\n\nparticipating in, or voluntarily aiding a proceeding that challenges the validity of, or seeks to\n\nrescind or enjoin, the merger\u2014not on the mere assertion of claims by others, and not on a Holder\u2019s\n\npassive receipt of any benefit from such claims. In the same letter, Thomas linked Paragraf\u2019s\n\npayment of the deferred merger consideration to the absence of claims against Paragraf, and\n\nsimultaneously solicited the former Cardea stockholders to invest in Paragraf\u2019s then-open\n\nfinancing round\u2014pairing the threat and the inducement in a single communication.\n\n\n\n                                                 36\n\fCase 1:26-cv-01095-UNA           Document 1          Filed 08/28/26     Page 37 of 49 PageID #: 37\n\n\n\n\n        129.   By letter dated July 1, 2026, counsel for CGS and certain Converting Holders\n\nobjected to the communication on multiple grounds, and demanded a retraction, at a minimum, of\n\nthe threat to sue Converting Holders who were merely passive observers or beneficiaries of\n\npotential CGS action rather than direct participants in any lawsuits.\n\n        130.   On July 4, 2026, counsel for Paragraf refused to retract the letter and defended its\n\nsending on the ground that the Converting Holders are themselves true purchasers of Paragraf\n\nstock for purposes of the federal securities laws.\n\n        131.   Thus, Paragraf appears to be laying the foundation to argue that CGS is not a proper\n\nRule 10b-5 plaintiff by suddenly acting as if the holding company Paragraf itself required, papered,\n\nand recognized as its shareholder for three years does not exist\u2014while simultaneously intimidating\n\nthe Converting Holders out of suing directly. Paragraf\u2019s aim is to thin the field of plaintiffs from\n\nboth directions. That double game is itself evidence of scienter: it shows Thomas\u2019s willingness to\n\nsay whatever serves Paragraf\u2019s interests at the moment, without regard to consistency or truth.\n\n                                             COUNT I\n Violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 (Against\n                                       All Defendants)\n        132.   Plaintiffs reallege and incorporate by reference each of the preceding paragraphs as\n\nthough fully set forth herein.\n\n        133.   This claim is brought under Section 10(b) of the Securities Exchange Act of 1934,\n\n15 U.S.C. \u00a7 78j(b), and Rule 10b-5, 17 C.F.R. \u00a7 240.10b-5, in connection with the merger that\n\nexchanged the Cardea stock held by the Converting Holder Plaintiffs and CGS for Paragraf\n\nsecurities.\n\n        134.   Plaintiffs have standing as purchasers and sellers.\n\n\n\n\n                                                 37\n\fCase 1:26-cv-01095-UNA          Document 1        Filed 08/28/26      Page 38 of 49 PageID #: 38\n\n\n\n\n           a. CGS is the purchaser of the Paragraf securities issued as partial merger\n\n               consideration. CGS alone executed a Deed of Adherence to Paragraf\u2019s Subscription\n\n               and Shareholders Agreement. And at all times after the merger until June 2026,\n\n               Paragraf recognized CGS as its shareholder, not the Converting Holders. CGS\u2019s\n\n               purchaser status is established by Paragraf\u2019s own closing papers and by the\n\n               merger\u2019s own architecture, which Paragraf required: Paragraf issued the Paragraf\n\n               shares of record in CGS\u2019s name and delivered the share certificate to CGS; CGS is\n\n               the payee of the deferred-consideration note; and CGS gave value, its members\n\n               having contributed their Cardea shares to it as capital contributions under its limited\n\n               liability company agreement.\n\n           b. The Converting Holder Plaintiffs are sellers of their Cardea stock. Each remained\n\n               the holder of record of its Cardea shares through the Effective Time; those shares\n\n               were canceled and converted by operation of the merger; and the resulting\n\n               entitlement to the merger consideration was satisfied indirectly, through\n\n               membership interests in CGS or as otherwise provided by the Merger Agreement\u2019s\n\n               payment mechanics. A merger in which a stockholder\u2019s shares are converted is a\n\n               purchase or sale of a security for purposes of Section 10(b) and Rule 10b-5.\n\n       135.    In connection with those transactions, Defendants made untrue statements of\n\nmaterial fact and omitted material facts necessary to make their statements not misleading\u2014\n\nincluding that Paragraf was the only company able to produce graphene electronic devices at mass\n\nscale, that it could presently supply its devices in volume, that its products were already integrated\n\ninto customers\u2019 applications, that it held binding customer commitments, and that it possessed and\n\noffered a graphene semiconductor foundry capable of scalable manufacturing. Each statement\n\n\n\n                                                 38\n\fCase 1:26-cv-01095-UNA         Document 1        Filed 08/28/26      Page 39 of 49 PageID #: 39\n\n\n\n\nconcerned Paragraf\u2019s present capability and was false when made. Each Defendant\u2019s specific\n\nstatements, deceptive acts, and scienter are alleged individually below.\n\n       136.    Paragraf\u2019s liability does not rest on affirmative misstatements alone. Plaintiffs\n\nproceed under each subsection of Rule 10b-5:\n\n           a. Misstatements (Rule 10b-5(b)). The present-tense representations described\n\n               above\u2014mass-scale production capability, the present ability to supply devices in\n\n               volume, completed integrations into customer applications, binding customer\n\n               commitments, milestones never missed, and the Stockholder Notice\u2019s statements\n\n               that Paragraf \u201chas\u201d the specialized foundry and \u201coffers\u201d scalable manufacturing\u2014\n\n               were outright false statements of existing fact.\n\n           b. Half-truths (Rule 10b-5(b)). At minimum, Paragraf\u2019s statements touting its\n\n               \u201cscalable approach,\u201d its \u201cunique ability to mass produce components with\n\n               graphene,\u201d and its foundry were materially misleading half-truths: Paragraf omitted\n\n               that its devices were built largely by hand at high error rates, that none of its\n\n               fabrication processes were under statistical control, and that its represented revenue\n\n               was not supported by binding customer commitments. Having chosen to speak\n\n               about its manufacturing capability, Paragraf was obligated to disclose the facts\n\n               necessary to make what it said not misleading.\n\n           c. Omissions (Rule 10b-5(b)). Independent of any affirmative statement, Paragraf\n\n               omitted to disclose that it lacked process control and could not manufacture\n\n               graphene devices in commercial volume\u2014material facts uniquely within Paragraf\u2019s\n\n               knowledge, which it was bound to disclose by reason of its prior statements on the\n\n               same subjects, its contractual control over the content of the Stockholder Notice\n\n\n\n                                                39\n\fCase 1:26-cv-01095-UNA        Document 1        Filed 08/28/26      Page 40 of 49 PageID #: 40\n\n\n\n\n              concerning itself, and its active concealment of the true state of its operations. For\n\n              claims premised primarily on these omissions, reliance is presumed as to all\n\n              Converting Holders.\n\n           d. Scheme liability (Rule 10b-5(a) and (c)). Paragraf\u2019s deceptive conduct went beyond\n\n              words: it stage-managed the sole diligence visit, directed Cardea\u2019s Chief\n\n              Technology Officer to conceal his identity, withheld electrical-characterization\n\n              data, quality-control records, and standard operating procedures on the false\n\n              assertion of \u201cprivilege,\u201d kept its own biosensor team uninformed until days before\n\n              closing, and bound knowledgeable employees to post-employment confidentiality.\n\n              That conduct constituted a device, scheme, and artifice to defraud and a course of\n\n              business that operated as a fraud and deceit on the sellers of Cardea stock,\n\n              actionable independently of any misstatement. So too the premature Huntingdon\n\n              lease: signed in November 2022 and publicized as proof of imminent mass\n\n              production, it was capital deployed to manufacture an appearance, not to serve\n\n              production Paragraf knew it could not perform. The public acts (the facility\n\n              announcement; the commercial organization) were expressly attributed to Paragraf,\n\n              and the private acts (the stage-managed visit; the withheld records) were aimed\n\n              directly at Cardea; Plaintiffs actually and justifiably relied on the false appearance\n\n              those acts created.\n\n       137.   These theories reach every Converting Holder, signer and non-signer alike. The\n\nStockholder Notice was furnished to all of Cardea\u2019s stockholders. Holders who executed no Voting\n\nAgreement and gave no written consent\u2014including Paul Bundy\u2014had their shares canceled and\n\nconverted by operation of the merger and the drag-along mechanism, without any individual act\n\n\n\n                                               40\n\fCase 1:26-cv-01095-UNA          Document 1        Filed 08/28/26      Page 41 of 49 PageID #: 41\n\n\n\n\nof assent; as forced sellers, their claims do not turn on individualized proof of reliance, and in all\n\nevents reliance on the omissions alleged above is presumed.\n\n       138.     Each Defendant played the following specific role in the misstatements and\n\ndeceptive acts alleged above, and each acted with scienter:\n\n       139.     Thomas. Thomas personally made the December 14, 2022 present-tense\n\nmisrepresentations quoted above\u2014that Paragraf \u201ccan produce graphene electronic devices at mass\n\nscale,\u201d that \u201ctoday\u201d Paragraf could supply devices \u201cin volume,\u201d and that Paragraf had \u201chit every\n\nsingle objective milestone\u201d\u2014speaking in person, in San Diego, to Cardea\u2019s senior management.\n\nThomas was also the maker, as the person with ultimate authority over their content, of the Paragraf\n\npublic statements quoted above in which he is named or quoted, including the February 21, 2023\n\nfacility announcement and the Series B financing and Innovate UK grant releases. Thomas knew\n\nthese statements were false when made: he founded Paragraf and invented its core process; he ran\n\nthe company that was hand-building its devices at high error rates; he directed and participated in\n\nthe concealment alleged above; and Paragraf\u2019s September 2023 internal admission and its 2026\n\npublic statements confirm what he knew throughout.\n\n       140.     Platts. Platts, Paragraf\u2019s Chief Financial Officer, prepared and personally presented\n\nthe December 14, 2022 revenue slide projecting approximately $8 million of 2023 revenue rising\n\nto approximately $70 million in 2024, and made the accompanying representations concerning\n\nParagraf\u2019s claimed \u201c$500 million plus\u201d valuation. As CFO, Platts had ultimate authority over\n\nParagraf\u2019s financial statements, including the unaudited 2022 profit-and-loss statement furnished\n\nto Cardea\u2019s stockholders with the Stockholder Notice. Platts knew Paragraf\u2019s actual revenue, costs,\n\nand production economics, and therefore knew that the figures and margins he presented did not\n\nreflect them.\n\n\n\n                                                 41\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 42 of 49 PageID #: 42\n\n\n\n\n       141.    Tingay. At the May 2022 San Diego dinner, Tingay stated that Paragraf had\n\nachieved process control and had just raised the money needed to scale production further. He also\n\nclaimed that Paragraf\u2019s diagnostic devices had successfully worked on human samples\u2014another\n\nclaim that was discovered post-merger to be false. In November 2022, Tingay stage-managed\n\nGoldsmith\u2019s diligence visit: he led the tour, instructed Goldsmith to conceal his identity and\n\npurpose, kept him out of the cleanroom, limited the demonstration to a single technician-run\n\nelectrical test, and withheld the electrical-characterization data, quality-control records, and\n\nstandard operating procedures on the false ground that they were \u201cprivileged.\u201d Tingay, Paragraf\u2019s\n\nChief Technology Officer, knew Paragraf lacked process control\u2014the core fact he misrepresented\n\nat the dinner and concealed during the visit.\n\n       142.    Pearce. Pearce, the Chief Operating Officer responsible for Paragraf\u2019s fabrication\n\noperations and for implementing process controls, personally assured Cardea personnel that\n\nParagraf\u2019s production was solved: \u201cWe know how to do all of that stuff. It\u2019s not a problem for us.\u201d\n\nBecause implementing process control was Pearce\u2019s own responsibility, he knew Paragraf had not\n\nachieved it. Pearce also carried out the deceptive conduct described above\u2014maintaining the false\n\nappearance of an operating, scaling manufacturer whose fabrication operations he controlled.\n\n       143.    Paragraf. Paragraf is liable for its own statements\u2014the content concerning itself\n\nthat it supplied for, controlled, and approved in the Stockholder Notice, and the press releases and\n\nwebsite statements quoted above\u2014and for the conduct and scienter of Thomas, Platts, Tingay, and\n\nPearce, each of whom acted within the scope of his authority as a senior officer, which are imputed\n\nto Paragraf under settled agency principles.\n\n       144.    The misrepresentations, half-truths, and omissions were material. A reasonable\n\ninvestor deciding whether to exchange shares in a commercialized biosensor company for Paragraf\n\n\n\n                                                42\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26      Page 43 of 49 PageID #: 43\n\n\n\n\nstock would have considered it important to know that Paragraf could not manufacture graphene\n\ndevices at commercial scale, had not achieved process control, and held no binding customer\n\ncommitments. The omitted facts were material for the same reason: a reasonable investor would\n\nhave viewed the concealed truth\u2014that Paragraf lacked process control and was hand-building\n\ndevices at research scale on two-inch wafers\u2014as significantly altering the total mix of information\n\navailable.\n\n       145.    Each Defendant acted with scienter, as alleged above. Paragraf\u2019s scienter is that of\n\nits senior officers, imputed under agency principles; Paragraf knew its capability representations\n\nwere false when made\u2014as confirmed by its internal records, by the same misrepresentations it\n\nmade to its own investors, and by its active concealment of its true operational state\u2014and it made\n\nthe misrepresentations intending to induce reliance and to obtain the consent necessary to close\n\nthe merger.\n\n       146.    Plaintiffs justifiably relied on Defendants\u2019 misrepresentations\u2014the Converting\n\nHolder Plaintiffs in consenting to the merger and surrendering their Cardea stock, and CGS,\n\nthrough its managers and the contributing former stockholders, in acquiring and holding the\n\nParagraf shares.\n\n       147.    Paragraf\u2019s misrepresentations caused Plaintiffs\u2019 loss. The consideration was worth\n\nmaterially less than represented and materially less than the value of the Cardea interests\n\nsurrendered, and its true value became apparent only as the concealed truth about Paragraf\u2019s\n\ncapabilities emerged.\n\n       148.    Based on a fair valuation of Paragraf\u2019s actual technology\u2019s value given the serious\n\nundisclosed barriers to making it scalable, the lack of real commercial opportunities at the time, a\n\nmassive monthly cash burn to sustain the fa\u00e7ade of having a mass-produceable product, plus\n\n\n\n                                                43\n\fCase 1:26-cv-01095-UNA           Document 1       Filed 08/28/26      Page 44 of 49 PageID #: 44\n\n\n\n\nParagraf\u2019s assets and liabilities as of a few months before the merger according to its 2022 audited\n\nfinancial statement, the Paragraf stock purchased by Plaintiffs was worth only approximately $7.3\n\nmillion, or $32.7 million less than represented and agreed in the Merger Agreement and related\n\ndocuments.\n\n       149.      By reason of the foregoing, each Defendant\u2014Paragraf, Thomas, Platts, Tingay, and\n\nPearce\u2014violated Section 10(b) and Rule 10b-5. Plaintiffs are entitled to damages, or to rescission\n\nor rescissory damages, in an amount to be determined at trial, together with interest and costs.\n\nBecause Plaintiffs\u2019 loss is a single economic injury, Plaintiffs do not seek a double recovery, and\n\nthe relief sought here and under Count II is sought in the alternative.\n\n                                             COUNT II\n                          Common-Law Fraud (Against All Defendants)\n       150.      Plaintiffs reallege and incorporate by reference each of the preceding paragraphs as\n\nthough fully set forth herein.\n\n       151.      This claim is brought under the common law and arises from Defendants\u2019\n\nintentional misrepresentations of present capability\u2014made outside the four corners of the Merger\n\nAgreement and relied upon by Plaintiffs in consummating the merger and surrendering their\n\nCardea shares.\n\n       152.      Common-law fraud (or deceit) requires a false representation of fact; the\n\ndefendant\u2019s knowledge or belief that it was false, or reckless indifference to its truth; an intent to\n\ninduce action or inaction; justifiable reliance; and resulting damage. See Stephenson v. Capano\n\nDev., Inc., 462 A.2d 1069, 1074 (Del. 1983); Lazar v. Superior Court, 12 Cal. 4th 631, 638, 909\n\nP.2d 981 (1996).\n\n       153.      Defendants made false representations of present, existing fact, including that\n\nParagraf was capable of producing graphene electronic devices at mass scale; that it could\n\n                                                  44\n\fCase 1:26-cv-01095-UNA          Document 1        Filed 08/28/26      Page 45 of 49 PageID #: 45\n\n\n\n\npresently supply its devices in volume; that its products were already integrated into aerospace,\n\nautomotive, and industrial-sensing applications; that its reported revenue reflected binding\n\ncustomer commitments; and\u2014in the Stockholder Notice furnished for the stockholders\u2019 consent\u2014\n\nthat it possessed the specialized graphene semiconductor foundry needed to scale chip production\n\nand offered scalable manufacturing of graphene-based electronic devices. Each was a statement of\n\nthen-present capability, and each was false when made. Each individual Defendant personally\n\nmade the false representations attributed to him above: Thomas and Platts in the December 14,\n\n2022 presentation; Tingay at the May 2022 dinner and in the November 2022 visit; and Pearce in\n\nhis assurances that Paragraf\u2019s production was solved. Paragraf made the representations contained\n\nin the Stockholder Notice content it supplied, controlled, and approved, and in its press releases,\n\nand is responsible for its officers\u2019 representations made within the scope of their authority.\n\n       154.    Each Defendant knew the representations that they made were false, for the reasons\n\nalleged above, and made them for the purpose of inducing Cardea\u2019s stockholders to give the\n\nconsent on which the closing depended.\n\n       155.    Paragraf knew that Cardea\u2019s Board of Directors had approved the merger in\n\nreliance on Paragraf\u2019s claimed possession of a foundry that could produce graphene devices at\n\nscale, because the Stockholder Notice (which Paragraf approved being sent to the Converting\n\nHolders) expressly stated so, notwithstanding the fact that as to any other facts about Paragraf, the\n\nCompany had purported to disclaim reliance within Section 5.19 of the Merger Agreement:\n\n               In making its decision to enter into the Merger Agreement and recommend\n\n               approval of the Merger, the Board reviewed the terms of the Merger\n\n               Agreement and considered many factors including: \u2026 the likelihood of a\n\n               unique strategic fit, as Paragraf has the very specialized kind of graphene\n\n\n\n                                                 45\n\fCase 1:26-cv-01095-UNA           Document 1        Filed 08/28/26      Page 46 of 49 PageID #: 46\n\n\n\n\n               semiconductor foundry that the Company needs to scale its chip production\n\n               to service its customers;\n\n       156.    Plaintiffs justifiably relied on Defendants\u2019 representations of present capability in\n\nconsummating the merger and surrendering their Cardea shares, and were damaged as a direct and\n\nproximate result. Thomas, Platts, Tingay, and Pearce are each personally liable for his own fraud;\n\nParagraf is liable for its own representations and, jointly and severally, for those of its officers.\n\n                                             COUNT III\n   Violation of Section 20(a) of the Securities Exchange Act of 1934 (Against Defendants\n                                 Thomas, Platts, and Pearce)\n       157.    Plaintiffs reallege and incorporate by reference each of the preceding paragraphs as\n\nthough fully set forth herein.\n\n       158.    As alleged in Count I, Paragraf violated Section 10(b) of the Securities Exchange\n\nAct of 1934 and Rule 10b-5 in connection with the merger.\n\n       159.    At all relevant times, Thomas was Paragraf\u2019s founder, Chief Executive Officer, and\n\na director. He possessed, and exercised, the power to direct and control Paragraf\u2019s management\n\nand policies and the specific conduct giving rise to Count I: he delivered the December 14, 2022\n\nmanagement presentation, made and approved Paragraf\u2019s public statements concerning its\n\nmanufacturing capability, and controlled the content concerning Paragraf that Paragraf supplied\n\nfor, and approved in, the Stockholder Notice.\n\n       160.    At all relevant times, Platts was Paragraf\u2019s Chief Financial Officer. He possessed,\n\nand exercised, control over Paragraf\u2019s financial statements and financial representations, including\n\nthe revenue and valuation representations made in the December 14, 2022 presentation and the\n\nunaudited 2022 statement of profit and loss furnished to Cardea\u2019s stockholders with the\n\nStockholder Notice.\n\n\n                                                  46\n\fCase 1:26-cv-01095-UNA          Document 1        Filed 08/28/26      Page 47 of 49 PageID #: 47\n\n\n\n\n       161.    At all relevant times, Pearce was Paragraf\u2019s Chief Operating Officer, responsible\n\nfor production, fabrication, and the implementation of process controls; Paragraf\u2019s head of\n\nfabrication reported up through him. Pearce possessed, and exercised, the power to direct and\n\ncontrol the manufacturing operations whose true condition the misrepresentations concealed, and\n\nthe content of Paragraf\u2019s representations about those operations. Pearce remains at Paragraf today.\n\n       162.    Thomas, Platts, and Pearce were each culpable participants in the violations alleged\n\nin Count I. Each personally made, approved, or controlled the false statements or deceptive\n\nconduct at issue, with knowledge of their falsity or reckless disregard of their truth, and none of\n\nthem acted in good faith.\n\n       163.    By reason of the foregoing, Thomas, Platts, and Pearce are each liable under\n\nSection 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. \u00a7 78t(a), jointly and severally\n\nwith, and to the same extent as, Paragraf on Count I.\n\n                                    PRAYER FOR RELIEF\n       164.    WHEREFORE, Plaintiffs respectfully request that the Court enter judgment in their\n\nfavor and against Defendants as follows:\n\n           a. Rescission of the acquisition of the Paragraf shares and of the transfer of the Cardea\n\n               intellectual property to Paragraf, with restoration of the parties to their pre-\n\n               transaction positions; Plaintiffs stand ready, and hereby offer, to restore to Paragraf\n\n               upon entry of a decree of rescission all consideration received in connection with\n\n               the merger (including the Paragraf shares and the deferred cash consideration, or\n\n               their value);\n\n           b. Rescinding the transfer of the Cardea intellectual property to Paragraf, declaring it\n\n               void ab initio upon entry of the decree, and imposing a constructive trust on that\n\n\n\n                                                 47\n\fCase 1:26-cv-01095-UNA       Document 1        Filed 08/28/26      Page 48 of 49 PageID #: 48\n\n\n\n\n            intellectual property and its identifiable proceeds in favor of Plaintiffs or their\n\n            designee, relating back to the date Paragraf acquired the property by fraud;\n\n         c. Directing Paragraf to convey and assign to Plaintiffs (or a successor entity\n\n            designated by Plaintiffs) all of the Cardea intellectual property and related assets\n\n            and rights, together with an express assignment of the right to sue for, and to recover\n\n            all damages and profits for, infringement or misappropriation occurring during the\n\n            period of Paragraf\u2019s ownership, and to execute all instruments necessary to\n\n            effectuate the conveyance; and, only if necessary and feasible, reviving the separate\n\n            corporate existence of Cardea Bio, Inc.;\n\n         d. An equitable accounting of all profits, revenues, and benefits Paragraf derived from\n\n            the intellectual property held in constructive trust, together with restitutionary\n\n            relief, in amounts to be determined at trial;\n\n         e. In the alternative, rescissory damages in an amount to be determined at trial; and,\n\n            in the further alternative, compensatory damages for fraud (measured by out-of-\n\n            pocket loss or the benefit of the bargain) in an amount to be determined at trial;\n\n         f. On the common-law fraud claim, and against the individual Defendants who made\n\n            or directed the misrepresentations, punitive damages in an amount to be determined\n\n            at trial, in addition to and proportionate to the compensatory or rescissory damages\n\n            awarded;\n\n         g. On Count III, judgment against Thomas, Platts, and Pearce, jointly and severally\n\n            with Paragraf, for the relief awarded on Count I;\n\n         h. An award of the costs and expenses of this action, including reasonable attorneys\u2019\n\n            fees to the extent permitted by law;\n\n\n\n                                              48\n\fCase 1:26-cv-01095-UNA          Document 1       Filed 08/28/26       Page 49 of 49 PageID #: 49\n\n\n\n\n          i. Pre- and post-judgment interest as permitted by law; and\n\n          j. Such other and further relief as the Court deems just and proper.\n\n                                 DEMAND FOR JURY TRIAL\n       Plaintiffs hereby demand a trial by jury on all issues so triable.\n\n\n Dated: August 28, 2026                            KIRK & INGRAM, LLP\n\n                                                   /s/ David E. Kirk\n OF COUNSEL:                                       David E. Kirk (No. 7310)\n                                                   Y. Carson Zhou (No. 7288)\n Brian C. 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