The Notice was prepared and is being made available to you pursuant to an Order of a U.S. District Court because you or someone in your family or an investment account for which you serve as custodian may have purchased Aurora common stock on the New York Stock Exchange during the period between October 23, 2018 and February 28, 2020, inclusive (the “Class Period”). 

The Notice explains the class action lawsuit, the Settlement, Settlement Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of the Litigation is the United States District Court for the District of New Jersey, and the case is known as In re Aurora Cannabis Inc. Securities Litigation, No. 2:19-cv-20588-BRM-JBC. The case has been assigned to the Honorable James B. Clark, III. The individuals representing the Settlement Class are the “Lead Plaintiffs,” and the individuals and entity they sued and who have now settled are called the Defendants.

In re Aurora Cannabis, Inc. Securities Litigation is currently pending before the Honorable James B. Clark, III in the United States District Court for the District of New Jersey (the “Court”).  The initial complaint in the Litigation was filed on November 21, 2019 before Judge John M. Vazquez.  On July 23, 2020, the Court appointed Lead Plaintiffs and Robbins Geller Rudman & Dowd LLP and Hagens Berman Sobol Shapiro LLP as Lead Counsel. 

On September 21, 2020, Lead Plaintiffs filed their Amended Complaint and Demand for July Trial alleging violations of §§10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).  The Amended Complaint alleged that Defendants failed to disclose that they had materially misrepresented the Company’s business and prospects.  Defendants and former defendants Stephen Dobler, Glen Ibbott, Cameron Battley, Michael Singer, and Jason Dyck (the “Former Defendants”) moved to dismiss the Amended Complaint, which was granted without prejudice on July 6, 2021.  On September 7, 2021, Lead Plaintiffs filed their Second Amended Complaint and Demand for Jury Trial (the “SAC”), which added allegations about the Company’s transaction with Radient Technologies Inc.  On December 6, 2021, Defendants and the Former Defendants moved to dismiss the SAC, and on September 23, 2022, the Court granted the motion to dismiss without prejudice.

On November 7, 2022, Lead Plaintiffs filed the operative Third Amended Complaint and Demand for Jury Trial (the “Complaint”).  On January 6, 2023, Defendants moved to dismiss the Complaint.  On August 24, 2023, the Court issued an opinion and entered an order granting in part and denying in part the motion to dismiss.  On September 8, 2023, Lead Plaintiffs filed a Motion for Partial Reconsideration and/or Clarification of the Court’s August 24, 2023 Opinion.  Defendants opposed Lead Plaintiffs’ motion on September 26, 2023.  Defendants answered the Complaint on September 22, 2023.

On September 14, 2023, the litigation was reassigned to Judge Martinotti. Magistrate Judge Clark held a Rule 16 scheduling conference on October 26, 2023, and on that date, Judge Clark entered the Parties’ Pretrial Scheduling Order.  The Court held a conference with the Parties on November 16, 2023, and following that conference Lead Counsel informed the Court of their decision to withdraw the motion for reconsideration and move to amend the Complaint.  On January 22, 2024, Lead Plaintiffs filed their motion to amend the Complaint.  Defendants opposed the motion to amend the Complaint.  The motion was pending at the time this agreement was reached.

During the course of discovery, the Parties exchanged written discovery requests, Lead Plaintiffs served third party discovery, the Parties negotiated a protective order which was “So Ordered” by the Court, and they submitted a proposed electronic discovery agreement, which was “So Ordered” by the Court.

On March 4, 2024, Lead Plaintiffs and Defendants participated in a voluntary confidential mediation session with Robert A. Meyer, Esq. of JAMS.  The mediation session was preceded by submission of mediation statements by the Settling Parties.  The Settling Parties engaged in good-faith negotiations, and after a full day of mediation, accepted a mediator’s proposal to settle the Litigation in exchange for a cash payment of $8.05 million for the benefit of the Settlement Class, subject to the negotiation of the terms of a Stipulation of Settlement and approval by the Court.  The Stipulation (together with the Exhibits thereto) reflects the final and binding agreement among the Settling Parties.

The Court has not decided in favor of Defendants or of the Lead Plaintiffs.  Instead, both sides agreed to the Settlement to avoid the distraction, costs, and risks of further litigation, and Lead Plaintiffs agreed to the Settlement in order to ensure that Settlement Class Members will receive compensation.

The Court directed that everyone who fits this description is a Settlement Class Member: all Persons who purchased Aurora common stock on the New York Stock Exchange between October 23, 2018 and February 28, 2020, inclusive.  Excluded from the Settlement Class are: (i) Defendants and the Former Defendants and members of their immediate families; (ii) the current and former officers and directors of Aurora and members of their immediate families; (iii) any entity in which any Defendant or Former Defendant has a controlling interest or which is related to or affiliated with any Defendant or Former Defendant; (iv) Aurora’s subsidiaries and affiliates or other entities owned or controlled by it; (v) the legal representatives, agents, heirs, successors, administrators, executors, and assigns of each Defendant and Former Defendant; and (vi) any Persons who properly exclude themselves by submitting a valid and timely request for exclusion.  To the extent any Aurora employee benefit plan receives a distribution from the Net Settlement Fund, no portion shall be allocated to any person or entity who is excluded from the Settlement Class by definition.

Please note the Claim Form Deadline has passed. 

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1-877-495-6308, or you can fill out and return the Proof of Claim form to see if you qualify.

The Settlement provides that, in exchange for the release of the Released Claims and dismissal of the Litigation, Defendants have agreed to pay or cause to be paid $8.05 million in cash to be distributed after taxes, tax expenses, notice and claims administration expenses, and approved fees and expenses, pro rata, to Settlement Class Members who send in a valid Proof of Claim pursuant to the Court-approved Plan of Allocation.  The Plan of Allocation is described in more detail at the end of the Notice.

Your share of the Net Settlement Fund will depend on several things, including the total dollar amount of claims represented by the valid Proofs of Claim that Settlement Class Members send in, compared to the dollar amount of your claim, all as calculated under the Plan of Allocation discussed in the Notice.

To be eligible to receive a payment from the Settlement, you must have timely submitted a Proof of Claim.  Please note the Claim Form Deadline has passed. 

The Court will hold a Settlement Hearing on January 28, 2025, at 2:00 p.m., to decide whether to approve the Settlement.  If the Court approves the Settlement, there might be appeals.  It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them.  It also takes time for all the Proofs of Claim to be processed.  Please be patient.

Unless you timely and validly exclude yourself in connection with this Settlement, you are in the Settlement Class, and that means you cannot sue, continue to sue, or be part of any other lawsuit against Defendants or the Released Defendant Parties about the Released Claims (as defined below) in this case.  It also means that all of the Court’s orders will apply to you and legally bind you.  If you remain a Settlement Class Member, and if the Settlement is approved, you will give up all “Released Claims” (as defined below), including “Unknown Claims” (as defined below), against the “Defendants’ Released Persons” (as defined below):

• “Released Claims” means any and all claims, rights, and causes of action of every nature and description, including, duties, obligations, demands, losses, actions, debts, sums of money, suits, contracts, agreements, judgments, matters, issues, promises, damages, and liabilities, whether known or unknown, contingent or non-contingent, suspected or unsuspected, discoverable or undiscoverable, concealed or hidden, liquidated or unliquidated, accrued or unaccrued, at law or in equity, whether class or individual in nature, whether arising under federal or state statutory or common law or any other law, rule or regulation, whether foreign or domestic, that have been asserted, could have been asserted, or could be asserted in the future, in any forum, whether foreign or domestic, against any or all of Defendants’ Released Persons that arise out of or are based upon or relate in any way to: (i) the Litigation, including any claims, causes of action, allegations, acts, transactions, facts, events, matters, occurrences, regulatory filings, statements, representations, disclosures, or omissions that were or could have been set forth, alleged, or referenced in the Litigation; and (ii) the purchase of Aurora common stock on the New York Stock Exchange at any time during the Class Period.  “Released Claims” does not include claims to enforce the Settlement or any derivative or ERISA claims.  Nor does it include the claims of any Person who submits a request for exclusion in connection with this Settlement that is accepted by the Court.  “Released Claims” includes “Unknown Claims” as defined below.  “Released Claims” does not include claims which are alleged in Landry v. Aurora Cannabis Inc., et al., pending in the Court of King’s Bench of Alberta, Canada (“Canadian Action”) to the extent that such claims are based upon the purchase of Aurora stock on an exchange or market other than the New York Stock Exchange.  For the avoidance of doubt, to the extent a class member or putative class member in the Canadian Action purchased Aurora stock on the New York Stock Exchange and another exchange or market, such claims are released to the extent they are based upon the purchase of Aurora stock on the New York Stock Exchange.
• “Released Defendants’ Claims” means any and all claims and causes of action of every nature and description whatsoever, including both known claims and Unknown Claims, against Plaintiffs, Lead Plaintiffs’ Counsel, or any Settlement Class Member that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against Defendants or the Former Defendants in the Litigation, except for claims relating to the enforcement of the Settlement.
• “Released Defendant Party” or “Released Defendant Parties” or “Defendants’ Released Persons” mean any or all of Defendants and the Former Defendants and/or any or all of their related parties, including, without limitation, any and all of their current or former parents, subsidiaries, affiliates, predecessors, successors, divisions, funds, joint ventures, and general or limited partnerships, and each of their respective current or former officers, directors, trustees, partners, members, contractors, auditors, principals, agents, managing agents, employees, attorneys, accountants, investment bankers, commercial bankers, financial or investment advisors, consultants, advisors, underwriters, insurers in their capacities as such, as well as each of the Defendants’ and Former Defendants’ immediate family members, heirs, executors, personal or legal representatives, estates, beneficiaries, predecessors, successors, legatees, devisees, administrators, spouses, receivers and trustees, settlors, auditors, accountants, and assigns, as well as any trust of which any of the Defendants or Former Defendants is the settlor or which is for the benefit of any of the Defendants or Former Defendants and/or member(s) of his family, and any person, firm, trust, corporation, officer, director, or other individual or entity in which any of the Defendants or Former Defendants has a controlling interest or which is related to or affiliated with any of the Defendants or Former Defendants.
• “Unknown Claims” means (a) any and all Released Claims which any of the Releasing Plaintiff Parties do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Defendant Parties, or might have affected his, her, or its decision(s) with respect to the Settlement, including, but not limited to, whether or not to object to this Settlement or seek exclusion from the Settlement Class; and (b) any and all Released Defendants’ Claims that any of the Released Defendant Parties do not know or suspect to exist in his, her, or its favor at the time of the release of Plaintiffs, the Settlement Class, and Lead Plaintiffs’ Counsel, which, if known by him, her, it, or them might have affected his, her, its, or their settlement and release of Plaintiffs, the Settlement Class, and Lead Plaintiffs’ Counsel.  With respect to (a) any and all Released Claims against the Released Defendant Parties, and (b) any and all Released Defendants’ Claims against Plaintiffs, the Settlement Class, and Lead Plaintiffs’ Counsel, the Settling Parties stipulate and agree that, upon the Effective Date, the Settling Parties shall expressly waive, and each Releasing Plaintiff Party and Released Defendant Party shall be deemed to have, and by operation of the Judgment shall have expressly waived, the provisions, rights, and benefits of California Civil Code §1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The Settling Parties shall expressly waive, and each Releasing Plaintiff Party and Released Defendant Party shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542.  The Releasing Plaintiff Parties and Released Defendant Parties acknowledge that they may hereafter discover facts, legal theories, or authorities in addition to or different from those which he, she, it, or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims or Released Defendants’ Claims, but (a) the Releasing Plaintiff Parties shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and each Releasing Plaintiff Party shall be deemed to have waived, compromised, settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Claims against the Released Defendant Parties, known or unknown, suspected or unsuspected, contingent or non-contingent, accrued or unaccrued, whether or not concealed or hidden, which now exist, or heretofore have existed, or may hereafter exist, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities, and (b) the Released Defendant Parties shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and each Released Defendant Party shall be deemed to have waived, compromised, settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Defendants’ Claims against Lead Plaintiffs, the Settlement Class, and Lead Plaintiffs’ Counsel, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities.  The Settling Parties acknowledge, and the Releasing Plaintiff Parties and Released Defendant Parties shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and is an essential element of the Settlement of which this release is a part.

Please note the Exclusion Deadline has passed. 

No. Unless you excluded yourself, you give up any rights you may potentially have to sue the Defendants and the other Defendants’ Released Persons for any and all Released Claims.  If you have a pending lawsuit against the Defendants’ Released Persons, speak to your lawyer in that case immediately.  You must exclude yourself from the Settlement Class in this Litigation to continue your own lawsuit.  Remember, the exclusion deadline is January 6, 2025.

No.  If you excluded yourself, you should not send in a Proof of Claim to ask for any money.  But you may have the right to potentially sue or be part of a different lawsuit against the Defendants and the Defendants’ Released Persons.

The Court ordered that the law firms of Robbins Geller Rudman & Dowd LLP and Hagens Berman Sobol Shapiro LLP represent the Settlement Class Members, including you.  These lawyers are called Lead Counsel.  If you want to be represented by your own lawyer, you may hire one at your own expense.

Lead Counsel will apply to the Court for an award of attorneys’ fees not to exceed 25% of the Settlement Amount and for expenses, costs and charges in an amount not to exceed $150,000 in connection with the Litigation, plus interest on such fees and expenses at the same rate as earned by the Settlement Fund.  In addition, Lead Plaintiffs may seek up to $40,000 in the aggregate for their time and expenses incurred in representing the Settlement Class. Such sums as may be approved by the Court will be paid from the Settlement Fund.

Please note the Objection Deadline has passed. 

Objecting is simply telling the Court that you do not like something about the Settlement.  You can object only if you stay in the Settlement Class.

Excluding yourself is telling the Court that you do not want to be paid and do not want to release any claims you think you may have against Defendants and the Released Defendant Parties.  If you exclude yourself, you cannot object to the Settlement because it does not affect you.

The Court held a Settlement Hearing on January 28, 2025, at 2:00 p.m. before the Honorable Michael A. Hammer, at the United States District Court for the District of New Jersey, Frank R. Lautenberg Post Office & U.S. Courthouse, 2 Federal Square, Newark, NJ 07102. Following this hearing, the Court entered the Final Judgment and Order of Dismissal with Prejudice approving the Settlement, an Order approving the Plan of Allocation, and an Order awarding attorneys’ fees and litigation expenses. For more information, please see the Important Documents page of this website.

If you do nothing, you will not receive any money from this Settlement.  In addition, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants and the Released Defendant Parties about the Released Claims in this case.

For even more detailed information concerning the matters involved in this Litigation, you can obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at 1-877-495-6308.  Reference is also made to the Stipulation, to the pleadings in support of the Settlement, to the Orders entered by the Court and to the other settlement related papers filed in the Litigation, which are posted on this website, and which may be inspected at the Office of the Clerk of the United States District Court for the District of New Jersey, during regular business hours.  For a fee, all papers filed in this Litigation are available at www.pacer.gov.

The Settlement provides $8.05 million in cash for the benefit of the Settlement Class.  The Settlement Amount and any interest it earns constitute the “Settlement Fund.”  The Settlement Fund, after deduction of Court-approved attorneys’ fees and expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court, is the “Net Settlement Fund.” The Net Settlement Fund will be distributed to eligible Authorized Claimants – i.e., Members of the Settlement Class who timely submit valid Proofs of Claim that are accepted for payment by the Court – in accordance with this Court-approved Plan of Allocation (“Plan of Allocation” or “Plan”) or such other plan of allocation as the Court may approve.  Settlement Class Members who do not timely submit valid Proofs of Claim will not share in the Net Settlement Fund but will otherwise be bound by the Settlement.  

The objective of the Plan of Allocation is to distribute the Settlement proceeds equitably among those Settlement Class Members who allegedly suffered economic losses as a proximate result of the alleged wrongdoing.  The Plan of Allocation is not a formal damages analysis, and the calculations made in accordance with the Plan of Allocation are not necessarily intended to be estimates of, or indicative of, the amounts that Settlement Class Members might have been able to recover after a trial.  Nor are the calculations in accordance with the Plan of Allocation intended to be estimates of the amounts that will be paid to Authorized Claimants under the Settlement.  The computations under the Plan of Allocation are only a method to weigh, in a fair and equitable manner, the claims of Authorized Claimants against one another for the purpose of making pro rata allocations of the Net Settlement Fund.

The Plan of Allocation was developed in consultation with Lead Plaintiffs’ damages consultant.  In developing the Plan of Allocation, Lead Plaintiffs’ damages consultant calculated the estimated amount of alleged artificial inflation in the per share prices of Aurora common stock traded on the New York Stock Exchange that was allegedly caused by Defendants’ alleged materially false and misleading statements and omissions.

As described in the Notice, the Net Settlement Fund is the remainder of the Settlement Fund after deduction of Court-awarded attorneys’ fees and expenses, settlement administration costs, and any applicable taxes.

In calculating the estimated artificial inflation allegedly caused by the misrepresentations and omissions, Lead Plaintiffs’ damages consultant considered statistically significant price changes in Aurora common stock in reaction to the public disclosures that allegedly corrected the respective alleged misrepresentations and omissions, adjusting the price changes for factors that were attributable to market or industry forces, and for non fraud related, Aurora specific information.

In order to have recoverable damages in connection with purchases of Aurora common stock on the New York Stock Exchange during the Class Period, disclosure of the alleged misrepresentations or omissions must be the cause of the decline in the price of the Aurora common stock.  In this case, Lead Plaintiffs allege that Defendants made false statements and omitted material facts during the period between October 23, 2018 through and including the close of trading on February 28, 2020, which had the effect of artificially inflating the prices of Aurora common stock traded on the New York Exchange.  Lead Plaintiffs assert that, as the result of the alleged corrective disclosures, artificial inflation was removed from the price of Aurora stock.

In order to have a “Recognized Claim Amount” under the Plan of Allocation, shares of Aurora common stock traded on the New York Stock Exchange must have been purchased during the Class Period and held through a corrective disclosure.

For more details, please see the Plan of Allocation on pages 13-18 of the Notice.