Item 8.01 Financial Statements and Exhibits.
Zoompass Holdings, Inc. (the "Company") previously disclosed in its filings made
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including most recently in its Quarterly Report on Form 10-Q
for the period ended March 31, 2020, certain legal proceedings under Section 3
thereof.
Summary of Prior Disclosure of Legal Proceedings
During the year ended December 31, 2017, the Company learned that two derivative
complaints (the "Derivative Complaints") on behalf of the Company have been
filed against the Company's Directors and Chief Executive Officer, President,
Corporate Secretary, and Chief Financial Officer, and nominally against the
Company, in Nevada state and federal court. The state court action subsequently
was removed to federal court. A third derivative action, which was filed March
23, 2018, against the Company's Directors and Chief Executive Officer,
President, and Corporate Secretary, and nominally against the Company, in Nevada
state court, which was also subsequently removed to federal court. The
Derivative Complaints allege, inter alia, that the Company's officers and
directors directed the Company to undertake an unlawful scheme to promote its
stock. The Company analyzed them and, based on its analysis, concluded that the
Derivative Complaints were legally deficient and otherwise without merit.
During the year ended December 31, 2017, the Company learned that a class action
complaint, Patel v. Zoompass, Inc., No. 17-3831-JLL (D.N.J.) (the "Class Action
Complaint") had been filed against the Company, its Chief Executive Officer and
its Chief Financial Officer in the United States District Court for the District
of New Jersey. The Class Action Complaint alleged, inter alia, that defendants
violated the federal securities laws by, among other things, failing to disclose
that the Company was engaged in an unlawful scheme to promote its stock. The
Company analyzed the Class Action Complaint and, based on that analysis,
concluded that it was legally deficient and otherwise without merit.
On August 8, 2018, the United States District Court for the District of New
Jersey dismissed the Class Action Complaint without prejudice. Additionally,
subsequent to the year end on August 21, 2018, the Company was served with the
Second Amended Complaint in the District of New Jersey. The Company filed a
motion to dismiss the Second Amended Complaint on September 18, 2018. On January
23, 2019, the United States District Court for the District of New Jersey
dismissed the Second Amended Complaint with prejudice. Plaintiff filed a motion
for reconsideration of the dismissal order on February 7, 2019. On May 14, 2019,
the Plaintiff's motion to reconsider was denied. On June 10, 2019, the plaintiff
filed a notice of appeal of the dismissal to the United States Court of Appeal
for the Third Circuit (No. 19-2343).
Dismissal of All Actions
As of May 27, 2020, both the Derivative Complaints and the Class Action
Complaints, including applicable appeals, have been settled or dismissed by the
parties and the applicable courts. There are no other legal proceedings
involving the Company as of the date hereof.
ZOOMPASS HOLDINGS, INC.
June 18, 2020 By: /s/ Manny Bettencourt
Manny Bettencourt
Chief Executive Officer
© Edgar Online, source Glimpses