Tattooed Chef

Tattooed Chef

Motion Deadline: 
Tuesday, February 21, 2023
Summary: 

This is a class action brought under the Exchange Act on behalf of all persons who purchased or otherwise acquired publicly traded Tattooed Chef securities between March 20, 2021 and October 12, 2022 (the “Class Period”). ¶ 1.1 Tattooed Chef is a food company selling plant-based products in the frozen food sections of national retail food stores across the United States, as well as on its e-commerce site. ¶ 7. Tattooed Chef also provides chef-created products to consumers. Id. Co-founded by defendant Salvatore Galletti in 2017, Tattooed Chef is headquartered in Paramount, California.

The complaint alleges that Tattooed Chef, its Chief Executive Officer, Galletti, and its Chief Financial Officer, defendant Stephanie Dieckmann issued false and misleading statements in its filings with the Securities and Exchange Commission (“SEC”) during the Class Period. ¶¶ 16–30. Specifically, in Tattooed Chef’s March 19, 2021 Form 10K, May 18, 2021 Form 10-Q, August 16, 2021 Form 10-Q, November 22, 2021 Form 10-Q, and March 16, 2022 Form 10-K, defendants made false and misleading statements and failed to disclose that:
• Tattooed Chef continuously downplayed its serious issues with internal controls;
• Tattooed Chef’s financial statements from March 31, 2021 to the present included “certain errors” such as overstating revenue and understating losses;
• as a result, Tattooed Chef would need to restate its previously filed financial statements for certain periods; and
• as a result, Defendants’ statements about its business, operations, and prospects, were materially false and misleading or lacked a reasonable basis at all relevant times (¶ 30).
On October 12, 2022, after market hours, Tattooed Chef announced that it would restate its financial statements from March 31, 2021 to the present, and revealed for the first time that the revenues reported in its SEC filings referenced above were overstated by millions of dollars. ¶ 31. Tattooed Chef also filed a Form 8-K with the SEC revealing that it lacked adequate internal controls, and that its financial statements in the SEC filings referenced above should no longer be relied upon. ¶ 32.

On this news, Tattooed Chef’s share price fell $0.44 per share (or 9.8%) from its closing price on October 12, 2022 to open on October 13, 2022 at $4.05 per share. ¶ 33. As a result of defendants’ wrongful acts and omissions, and the precipitous decline in the market value of Tattooed Chef’s common shares, the class members have suffered significant losses and damages.
Based on these allegations, the complaint asserts claims under Section 10(b) and Section 20(a) of the Exchange Act. ¶¶ 44–58.

Company Name:

Stock Symbol:

Date Filed: 
Friday, December 23, 2022
Retention Agreement: 

This Retention Agreement governs the retention of Bottini & Bottini, Inc. (the “Attorneys”) by those institutions or individuals (the “Client”) who have authorized the Attorneys to prosecute claims arising out of their purchase of Tattooed Chef's stock.
WHEREAS the Client has authorized the Attorneys to prosecute claims relating to the securities of Tattooed Chef (the “Litigation”);
WHEREAS the Litigation entails numerous complex factual and legal issues and entails considerable risk;
WHEREAS the Litigation requires the expenditure of substantial resources by the Attorneys retained to prosecute the Litigation;
WHEREAS the Client seeks to maximize their recovery while limiting the expenditure of their own resources; and
NOW, THEREFORE, the Client and the Attorneys AGREE AS FOLLOWS:
I. SCOPE OF SERVICES/CASE HANDLING
A. Upon execution by Client, Attorneys are retained to provide legal services for the purpose of seeking damages and other relief in the Litigation. Client provides authorization to seek appointment as Lead Plaintiff in the class action, while the Attorneys will seek to be appointed Class Counsel. If this occurs, the Litigation will be prosecuted as a class action.
B. Attorneys are authorized to prosecute the Litigation. The appointed Lead Plaintiffs will monitor, review and participate with counsel in the prosecution of the Litigation. The Attorneys shall consult with the appointed Lead Plaintiffs concerning all major substantive matters related to the Litigation, including, but not limited to, the complaint, dispositive motions and settlement. Because of potential differences of opinion between Clients concerning, among other things, strategy, goals and objectives of the Litigation, the Attorneys shall consult with the appointed Lead Plaintiffs as to the courses of action to pursue. The Client agrees to abide by the decisions of the appointed Lead Plaintiffs, which shall be final and binding on all Clients.
C. The Attorneys shall provide sufficient resources, including attorney time and capital for payment of costs and expenses, to vigorously prosecute the Litigation.
D. Any recovery will be divided among Clients based on the recognized loss by each Client as calculated by a damage allocation plan which will be prepared by a financial expert, provided to the appointed Lead Plaintiffs, be subject to the Court's approval and will account for such factors as size of stock ownership, date of purchase, date of sale and continued holdings, if any.
II. CONTINGENT FEE AGREEMENT
A. The Attorneys shall advance all expenses in the Litigation. The Client is not liable to pay any of the expenses of the Litigation, whether attorneys' fees or costs. Recovery of costs and other expenses is contingent upon a recovery being obtained. If no recovery is obtained, Client will owe nothing for costs and other expenses. In the event that an order is entered awarding costs and expenses in favor of defendants, Attorneys will be responsible for such costs and expenses, not the Client.
B. If there is a recovery in the Litigation, whether by settlement or judgment, the Attorneys shall be compensated via payment of a reasonable percentage of any recovery as approved by the Court, which amount shall include attorneys’ fees plus reasonable disbursements in the Litigation. “Disbursements” shall include, but not be limited to, costs of travel, telephone, copying, fax transmission, depositions, investigators, messengers, mediation expenses, computer research fees, court fees, expert fees, other consultation fees and paralegal expenses. Any recovery in the Litigation shall first be used to reimburse disbursements.
C. In the event that the Litigation is resolved by settlement under terms involving any “in-kind” payment, such as stock, the contingent fee agreement shall apply to such “in-kind” payment.
III. GENERAL REQUIREMENTS
A. This Agreement may not be assigned by the Attorneys.
B. Client agrees to cooperate in the prosecution of the suit including providing documents to substantiate the Client's claim, and to cooperate in providing discovery information, including a deposition if necessary.
C. Client recognizes that the Attorneys are representing other Tattooed Chef investors in the Litigation. The Client agrees that any conflicts caused by such representation are waived.
IV. TERMINATION
A. Client may terminate this Agreement as to any Attorneys, with or without cause and without penalty, by providing the Attorneys with written notice of termination. Attorneys may terminate this agreement with or without cause and without penalty, by providing client with written notice of termination if the Client fails to cooperate in the prosecution of this action or such other reason as may be approved upon application to the Court.
B. If the Attorneys are terminated for any reason, Attorneys shall be entitled (a) to be reimbursed, pursuant to §II above, for reasonable out-of-pocket costs and expenses that they incurred, but only if and when recovery is obtained, and (b) to be paid such compensation as might be payable to them in accordance with this Agreement, but only if and to the extent and at the time compensation is payable to the Attorneys from any recovery in the Litigation pursuant to §II above.
V. NOTICE
A. All notices to be given by the parties hereto shall be in writing and served by depositing same in the United States Post Office, postage prepaid and registered as follows:
TO THE CLIENT
The address set out in the Authorization to File Tattooed Chef Claim form.
TO ATTORNEYS

Bottini & Bottini, Inc.

7817 Ivanhoe Ave., Suite 102

La Jolla, California 92037

Attention: Francis A. Bottini, Jr.

B. Any actions arising out of this Agreement shall be governed by the laws of California, and shall be brought and maintained in the San Diego Superior Court, which shall have exclusive jurisdiction thereof.
C. This agreement, along with the signed Certification and Authorization of Named Plaintiff, sets forth the entire Agreement between the parties, and supersedes all other oral or written provisions.

Class Period: 
Notice of Opportunity: 

This is a class action brought under the Exchange Act on behalf of all persons who purchased or otherwise acquired publicly traded Tattooed Chef securities between March 20, 2021 and October 12, 2022 (the “Class Period”). ¶ 1.1 Tattooed Chef is a food company selling plant-based products in the frozen food sections of national retail food stores across the United States, as well as on its e-commerce site. ¶ 7. Tattooed Chef also provides chef-created products to consumers. Id. Co-founded by defendant Salvatore Galletti in 2017, Tattooed Chef is headquartered in Paramount, California.
The complaint alleges that Tattooed Chef, its Chief Executive Officer, Galletti, and its Chief Financial Officer, defendant Stephanie Dieckmann issued false and misleading statements in its filings with the Securities and Exchange Commission (“SEC”) during the Class Period. ¶¶ 16–30. Specifically, in Tattooed Chef’s March 19, 2021 Form 10K, May 18, 2021 Form 10-Q, August 16, 2021 Form 10-Q, November 22, 2021 Form 10-Q, and March 16, 2022 Form 10-K, defendants made false and misleading statements and failed to disclose that:
• Tattooed Chef continuously downplayed its serious issues with internal controls;
• Tattooed Chef’s financial statements from March 31, 2021 to the present included “certain errors” such as overstating revenue and understating losses;
• as a result, Tattooed Chef would need to restate its previously filed financial statements for certain periods; and
• as a result, Defendants’ statements about its business, operations, and prospects, were materially false and misleading or lacked a reasonable basis at all relevant times (¶ 30).
On October 12, 2022, after market hours, Tattooed Chef announced that it would restate its financial statements from March 31, 2021 to the present, and revealed for the first time that the revenues reported in its SEC filings referenced above were overstated by millions of dollars. ¶ 31. Tattooed Chef also filed a Form 8-K with the SEC revealing that it lacked adequate internal controls, and that its financial statements in the SEC filings referenced above should no longer be relied upon. ¶ 32.
On this news, Tattooed Chef’s share price fell $0.44 per share (or 9.8%) from its closing price on October 12, 2022 to open on October 13, 2022 at $4.05 per share. ¶ 33. As a result of defendants’ wrongful acts and omissions, and the precipitous decline in the market value of Tattooed Chef’s common shares, the class members have suffered significant losses and damages.
Based on these allegations, the complaint asserts claims under Section 10(b) and Section 20(a) of the Exchange Act. ¶¶ 44–58.

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