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Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against CVS, Walgreens, SeaStar, and Bolt and Encourages Investors to Contact the Firm
Globe Newswire 30-Jul-2024 9:00 PM
NEW YORK, July 30, 2024 (GLOBE NEWSWIRE) -- Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, reminds investors that class actions have been commenced on behalf of stockholders of CVS Health Corporation (NYSE:CVS), Walgreens Boots Alliance, Inc. (NASDAQ:WBA), SeaStar Medical Holding Corporation (NASDAQ:ICU) and Bolt Biotherapeutics (NASDAQ:BOLT). Stockholders have until the deadlines below to petition the court to serve as lead plaintiff. Additional information about each case can be found at the link provided.
CVS is a healthcare company that operates through three primary segments: Health Care Benefits, Health Services, and Pharmacy & Consumer Wellness. The Health Care Benefits segment purportedly offers "a broad range of traditional, voluntary and consumer-directed health insurance products and related services, including medical, pharmacy, dental and behavioral health plans, medical management capabilities, Medicare Advantage and Medicare Supplement plans, [prescription drug plans] and Medicaid health care management services." The Health Care Benefits segment's revenues consist almost entirely of insurance premiums paid by customers.
The pricing and other terms of the Company's private health insurance plans are typically determined in advance of a plan's policy period, which is typically one year. CVS determines premiums for these plans based on internal forecasts that consider historical data and the profitability of which are dependent on the Company's ability to accurately model, among other things, medical cost trends and health care utilization patterns. Generally, a fixed premium rate is determined at the beginning of the policy period. To the extent that unmodeled-for increases in the costs of health care and other benefits arise during a given policy period, CVS is ultimately responsible for the payment of those costs. Accordingly, the profitability of the Health Care Benefits segment is particularly sensitive to the accuracy of its cost forecasts.
The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business, operations, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) the forecasts CVS used to determine plan premiums were ineffective at accounting for medical cost trends and health care utilization patterns; (ii) as a result, CVS was likely to incur significant expenses to cover cost increases that were not accounted for in the Company's forecasts and thus not covered by plan premiums; (iii) accordingly, CVS had overstated the profitability of its Health Care Benefits segment; (iv) contrary to Defendants' assurances, the revenues generated from the Company's other primary segments were insufficient to offset the negative financial impact of the increasing expenditures within the Health Care Benefits segment; and (v) as a result, the Company's public statements were materially false and misleading at all relevant times.
On August 2, 2023, CVS issued a press release announcing the Company's results for the quarter ended June 30, 2023, which revealed that the Company was revising its diluted earnings-per-share ("EPS") guidance range to $6.53 to $6.75 from $6.90 to $7.12. In a Quarterly Report filed on Form 10-Q the United States Securities and Exchange Commission ("SEC") that same day, CVS stated that operating income, which has a direct impact on EPS, "decreased $1.4 billion, or 30.7%, in the three months ended June 30, 2023 compared to the prior year primarily due to declines in the Health Care Benefits segment[.]"
On this news, CVS's stock price fell $2.04 per share, or 2.73%, to close at $72.32 per share on August 3, 2023.
Then, on November 1, 2023, CVS issued a press release announcing the Company's results for the quarter ended September 30, 2023, which revealed that the Company was again reducing its diluted EPS guidance range to $6.37 to $6.61 from $6.53 to $6.75. In a Quarterly Report filed on Form 10-Q with the SEC that same day, CVS stated that while operating income increased "in the nine months ended September 30, 2023 compared to the prior year [. . .] [t]hese increases in operating income were partially offset by declines in the Health Care Benefits segment."
Then, on February 7, 2024, CVS issued a press release announcing the Company's results for the year ended December 31, 2023 which revealed that the Company was revising its diluted EPS guidance range to at least $7.06 from at least $7.26, its adjusted EPS guidance range to at least $8.30 from at least $8.50, and its cash flow from operations guidance to at least $12.0 billion from at least $12.5 billion. In an Annual Report filed on Form 10-K with the SEC that same day reporting the Company's financial and operational results for the year ended December 31, 2023, CVS stated that, while operating income increased in 2023 compared to 2022, "[t]hese increases in operating income were partially offset by declines in the Health Care Benefits segment." Moreover, in a conference call held with investors and analysts that same day to discuss the Company's 2023 results, CVS's Chief Financial Officer Defendant Thomas F. Cowhey stated, in relevant part, "we now expect adjusted operating income for the Healthcare Benefit segment to be at least $5.4 billion, a decrease of $370 million from our prior estimates."
On this news, CVS's stock price fell $0.96 per share, or 1.27%, to close at $74.36 per share on February 8, 2024.
Finally, on May 1, 2024, CVS issued a press release reporting its results for the quarter ended March 31, 2024 and revising its full-year 2024 guidance. Among other items, CVS reported $88.4 billion in revenue, missing expectations of $89 billion. The Company stated that higher utilization of healthcare services, meaning more insurance dollars spent, weighed on its results in addition to Medicare reimbursement rate cuts that will continue to pressure CVS for the remainder of the year. Accordingly, CVS issued revised full-year 2024 guidance, including "[r]evised GAAP diluted EPS guidance to at least $5.64 from at least $7.06"; "[r]evised Adjusted EPS guidance to at least $7.00 from at least $8.30"; and "[r]evised cash flow from operations guidance to at least $10.5 billion from at least $12.0 billion". Further, in a Quarterly Report filed on Form 10-Q with the SEC that same day, CVS stated that operating income decreased $1.2 billion, or 34.1% "in in the three months ended March 31, 2024, primarily due to increased Medicare utilization, the unfavorable impact of the previously disclosed decline in the Company's 2024 Medicare Advantage star ratings and a year-over-year unfavorable impact from development of prior-years' health care cost estimates in the Health Care Benefits segment."
On this news, CVS's stock price fell $11.40 per share, or 16.84%, to close at $56.31 per share on May 1, 2024.
The complaint alleges that on June 27, 2024, Walgreens announced 3Q24 financial results and reduced its revenue guidance for the fourth quarter and full fiscal year 2024. The Company attributed its results and lowered guidance on the "significant challenges in the U.S. Retail Pharmacy business stemming from a worse-than-expected consumer environment and challenging pharmacy industry trends."
Following this news, Walgreens stock began trading more than 20% lower than the previous day's closing price of $15.65 per share.
On April 22, 2022, the Company, then still operating as a SPAC, and SeaStar Medical, Inc. ("Legacy SeaStar"), a medical technology company developing extracorporeal therapies to reduce the consequences of excessive inflammation on vital organs, jointly announced that they had entered into a merger agreement (the "Merger Agreement"). As contemplated under the Merger Agreement, the combined company would be known as "SeaStar Medical Holding Corporation" and would operate under the same management team as Legacy SeaStar, with all Legacy SeaStar shares owned by Legacy SeaStar's existing equity holders to be converted into Class A Common Stock of the combined company (the "Merger").
The Company and Legacy SeaStar touted the overall prospects of the combined company following the Merger, asserting that Legacy SeaStar had an enterprise value of approximately $85 million, while highlighting Legacy SeaStar's Selective Cytopheretic Device ("SCD") for the treatment of hyperinflammation and the SCD's regulatory and commercial prospects. For example, the companies announced that Legacy SeaStar intended to submit an application for its SCD for approval with the U.S. Food and Drug Administration ("FDA") under the Humanitarian Device Exemption ("HDE") to commence commercialization for the treatment of pediatric acute kidney injury ("AKI"). Moreover, the companies announced that the Merger had already been unanimously approved by both Legacy SeaStar and the Company's Boards of Directors and that the holders of a majority of Legacy SeaStar's voting power had likewise already approved the Merger, with the Merger subject to final approval by stockholders of the Company and other customary closing conditions.
On July 20, 2022, the Company and Legacy SeaStar jointly announced that Legacy SeaStar had submitted an application under the HDE (the "HDE Application") to the FDA for use of Legacy SeaStar's SCD for critically ill children with AKI, which purportedly "follow[ed a] successful pilot study demonstrating the SCD was safe with probable clinical benefits for pediatric patients[.]"
On October 17, 2022, the Company, Legacy SeaStar, and Vellar Opportunity Fund SPV LLC - Series 4 ("Vellar") entered into an agreement (the "Prepaid Forward Agreement") for an equity prepaid forward transaction. The terms of the Prepaid Forward Agreement permitted Vellar to purchase through a broker in the open market shares of Class A common stock, par value $0.0001 per share, of the Company (together with the shares of common stock of the post-Merger Company) from holders of those shares, other than the Company or affiliates of the Company. On October 18, 2022, following purported positive regulatory developments for the SCD, as announced by the Company and Legacy SeaStar following the unveiling of the Merger, the Company's stockholders voted to approve the Merger.
On October 28, 2022, the Company and Legacy SeaStar consummated the Merger pursuant to the Merger Agreement, whereby a wholly owned subsidiary of the Company, LMF Merger Sub, Inc. ("Merger Sub"), merged with and into Legacy SeaStar, with Legacy SeaStar surviving that merger as a wholly owned subsidiary of the Company. As a result of the Merger, Legacy SeaStar's business, operations, and management became the Company's business, operations, and management, and the Company renamed itself "SeaStar Medical Holding Corporation." The following trading day, October 31, 2022, the Company's common stock and warrants began publicly trading on the Nasdaq Stock Market under the ticker symbols "ICU" and "ICUCW," respectively.
The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business, operations, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) SeaStar and/or Legacy SeaStar had deficient compliance controls and procedures related to the HDE Application; (ii) accordingly, there were deficiencies with the HDE Application, the FDA was unlikely to approve the HDE Application in its present form, and the SCD's regulatory prospects were overstated; (iii) the Company had downplayed the true scope and severity of deficiencies in its financial controls and procedures, while overstating Defendants' efforts to remediate the same; (iv) accordingly, SeaStar had failed to properly account for the classification of certain outstanding warrants and the Prepaid Forward Agreement; (v) as a result, SeaStar was likely to restate one or more of its previously issued financial statements; (vi) accordingly, SeaStar's post-Merger business and financial prospects were overstated; and (vii) as a result, the Company's public statements were materially false and misleading at all relevant times.
On May 9, 2023, SeaStar announced that it had received a letter from the Center for Biologics Evaluation and Research of the FDA, rejecting the Company's HDE application for its pediatric SCD because "the application [wa]s not approvable in its current form[.]" SeaStar's Chief Executive Officer, Defendant Eric Schlorff ("Schlorff"), also disclosed that the Company had engaged in "a series of [purported] collaborative meetings and correspondence over the past 10 months" with the FDA, had made repeated responses "to the Agency's recommendations," and that there were "current deficiencies cited by the Agency in their letter[.]" On this news, SeaStar's stock price fell $0.77 per share, or 39.69%, to close at $1.17 per share on May 10, 2023.
Then, on March 27, 2024, SeaStar announced that it would restate its financial statements for the fiscal year ended December 31, 2022, as well as for the interim periods ended March 31, 2023, June 30, 2023, and September 30, 2023 (the "Affected Periods"). The Company disclosed that the restatement would impact the accounting treatment and classification of certain outstanding warrants and the Prepaid Forward Agreement. Defendant Schlorff further disclosed that "[t]he restatement . . . is related to the reporting of non-cash accounting items," noting that "[w]e pursued a [SPAC] as our route to become a public company in late 2022 due to the challenging market conditions at that time," but that, "[m]any SPACs, including ours, relied on a host of complex financial instruments" and, "[u]nfortunately, we determined that certain complex financial instruments required accounting treatment that differed from our previous judgment, which led to the need for a restatement."
On this news, SeaStar's stock price fell approximately $0.04 per share, or 4.84%, to close at approximately $0.71 per share on March 27, 2024.
According to the complaint, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business, operations, and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) BDC-1001 was less effective than the Company had represented to investors and was in fact unlikely to meet its pre-defined success criteria; (ii) accordingly, Defendants overstated the clinical and/or commercial prospects of Bolt's product pipeline, on which the Company primarily relies to sustain its business model; (iii) all of the foregoing subjected the Company to a heightened risk of disruptive leadership transitions and substantial workforce reduction; and (iv) as a result, the Company's public statements were materially false and misleading at all relevant times.
Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York, California, and South Carolina. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.
