Next Bridge Hydrocarbons, Inc. Investor Alert: Lawsuit alleges seeks to Recover Losses for Certain Investors


Following Bridge Hydrocarbons, Inc.’s purported violations of federal securities laws in relation to various allegedly false and misleading representations, an investor who purchased Next Bridge Hydrocarbons, Inc. shares filed a case in the U.S. District Court for the Eastern District.

You have options if you purchased a sizable number of Next Bridge Hydrocarbons, Inc. shares, and there are stringent time constraints for some investors. Cutoff date: May 14, 2024. Investors in Bridge Hydrocarbons, Inc. could get in touch with the Shareholders Foundation by phone at +1(858) 779-1554 or via email at [email protected].

Torchlight was in conversations with multiple organizations interested in a reverse merger between May and August of 2020. Torchlight held talks with five different companies in total. Each time, arguments over the merging entity’s valuation or Torchlight’s disposition or sale of its oil and gas assets prior to the completion of any transaction caused the negotiations to break down.

After keeping an eye on Torchlight’s efforts to explore strategic alternatives, the company’s external investor relations representative proposed a virtual conference between Torchlight representatives and Palikaras in September 2020. Following a virtual meeting with Palikaras on September 4, 2020, McCabe and John Brda, the CEO of Torchlight at the time, signed a confidentiality agreement and started negotiating the terms of a deal.

Like in Torchlight’s prior negotiations, there were disagreements about Torchlight’s oil and gas assets. Specifically, there were disagreements about [Metamaterial’s] demand that Torchlight sell the O&G Assets; the expected effect of that sale on Torchlight’s market capitalization before the transaction closed (which was how the parties were determining Torchlight’s valuation); the proper technique for valuing the O&G Assets; and the distribution of the O&G Assets’ value among each party’s legacy stockholder base.

The Arrangement Agreement, which outlines the details of the merger, was signed by Metamaterial and Torchlight on December 14, 2020. The main purpose of the Arrangement Agreement was to allow Metamaterial to reverse takeover Torchlight in order to enable a NASDAQ listing and provide extensive access to the American capital markets. As per the terms of the Arrangement Agreement, the combined business would continue to operate as Metamaterial and be called Meta Materials Inc. once Torchlight indirectly purchased all of the Metamaterial shares.The Certificate of Designation of Preferences, Rights, and Limitations of the Series A Preferred Stock (the “Certificate of Designation”) was negotiated and executed concurrently with the Arrangement Agreement. The Preferred Stock investors would receive the profits from any sale of Torchlight’s oil and gas assets in accordance with the Certificate of Designation, or Meta Materials would pursue a spin-off.

Torchlight amalgamated with Metamaterial Technologies Inc. (Metamaterial), a Canadian business, in June 2021. Legacy Torchlight shareholders received shares of non-voting Meta Materials preferred stock (the Preferred Stock) as part of the merger. The oil and gas assets that Metamaterial purchased from Torchlight during the merger were represented by the Preferred Stock. In the event that the oil and gas assets were not sold by a specific date, holders of the preferred stock would be entitled to either shares in a spin-off company established to acquire ownership of the assets or the revenues from the sale of the assets.

Meta Materials spun out the oil and gas assets into Next Bridge Hydrocarbons, Inc. after choosing not to sell the heritage Torchlight oil and gas operations. Next Bridge Hydrocarbons, Inc. filed a registration statement, multiple modifications, and a final prospectus (collectively, the Registration Statement) with the SEC on July 14, 2022, to effectuate the spin-off. Thanksgiving 18, 2022, was the effective date of the Registration Statement.

Holders of Meta Materials Preferred Stock received additional shares in NBH in accordance with the Registration Statement on December 14, 2022, following the completion of the spin-off of the oil and gas assets to NBH by Meta Materials (the Spin-Off).

The plaintiff claims in the complaint that the defendants broke federal securities laws. More precisely, the lawsuit argues that the Registration Statement was deceptive because it included false assertions about key facts or failed to disclose important information. Additionally, several disclosure requirements that specify what issuers must disclose in registration statements were broken by the registration statement. Shareholders who obtained NBH shares as a consequence of the Registration Statement and Spin-Off have suffered as a result of NBH’s violations of the Securities Act of 1933.

Individuals who purchased a substantial portion of Next Bridge Hydrocarbons, Inc. stock have choices, and they ought to get in touch with the Shareholders Foundation.

Get in touch with Investors Foundation, Inc.Michael Daniels: +1-(858)-779-1554; 3111 Camino Del Rio North, Suite 42392108, San Diego(858)[email protected] is the fax number.

About The Shareholders Foundation, Inc.: We are a professional portfolio monitoring and settlement claim filing service that keeps investors informed about securities class actions, settlements, judgments, and other legal news pertaining to the stock and financial markets. We also conduct research on shareholder issues. With a vast network of contacts, Shareholders Foundation, Inc. provides support, guidance, and aid to each and every shareholder. It is not a law firm, The Shareholders Foundation, Inc. The Shareholders Foundation is not involved in the filed, reached, or settled cases, investigations, or settlements mentioned. The public is offered this information as a service. It should not be relied upon and is not meant to be legal advice.

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