Investors Sue Parallel for Alleged Securities Fraud Scheme

A trio of investors filed a lawsuit in Florida federal court earlier this month against the company and its former CEO, William “Beau” Wrigley Jr.

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A trio of investors in Georgia-based multistate cannabis operator Parallel are not pleased with how their investment dollars were spent.

In a complaint filed March 8 in Florida federal court, TradeInvest Asset Management Company (BVI) Ltd., First Ocean Enterprises SA and Techview Investments Ltd. take aim at the company, formerly known as Surterra Wellness, and its former CEO, William “Beau” Wrigley Jr., heir of the Wrigley chewing gum fortune.

The trio of investors have leveraged allegations of securities fraud, claiming that Wrigley convinced them to invest in a simple agreement for future equity (SAFE) issued by Parallel during a go-public combination with a special purpose acquisition company (SPAC) affiliated with music industry mogul Scott “Scooter” Braun, which ultimately failed.

“Wrigley, the Chairman of the Company and its CEO during the relevant period, along with the other Securities Defendants, fraudulently induced the SAFE Plaintiffs, by means of myriad misrepresentations and omissions about the Company’s true financial condition, to invest in a so-called ‘SAFE’—a Simple Agreement for Future Equity—issued by the Company,” the plaintiffs allege in the complaint. “Wrigley and the Securities Defendants initially portrayed the SAFE as a way to maintain planned investments in operating and capital expenditures pending consummation of an announced public merger through a SPAC. … Thereafter, once the merger talks terminated, the Securities Defendants sold the SAFE as a way to ‘bridge’ the Company’s operating and capital expenditures through the second quarter of 2022, by which time an alternative sale could be consummated.”

The complaint describes a SAFE as a relatively new type of security that converts investors’ cash investments to equity in the issuing company under specified conditions.

TradeInvest and First Ocean invested in the SAFE on Sept. 27, 2021, after Parallel allegedly provided false details about the company’s financial condition and convinced the investors that they had to supply “critically-needed capital,” according to the complaint.

The plaintiffs ultimately called the Wrigley’s SAFE “a bridge to nowhere” in the complaint and allege that Wrigley and his co-defendants at Parallel “were secretly just trying to keep the company from collapsing under the weight of its debt.”

As what they claim as evidence of Wrigley’s intent to defraud them, the plaintiffs say he resisted “committing even a tiny portion of his famous fortune to the SAFE,” but that he eventually invested in November 2021 to avoid further pushback.

“Upon this discovery, in order to avoid additional discussion or scrutiny of the Company’s deteriorating condition, Wrigley finally (and quickly) invested his own personal funds in late November 2021,” the plaintiffs claim in the complaint.

The plaintiffs then accuse Parallel of issuing a payment to Wrigley using funds from the SAFE.

“In other words, Wrigley invested in the Company from one pocket (to artificially make it appear there was raised), but had taken back to put in another pocket,” according to the complaint. “Consequently, even with Wrigley’s post-closing SAFE advance, the Company never had in capital to bridge to 2Q22, because Wrigley simply roundtripped to an entity that he controlled, for his own benefit.”

Parallel announced in February 2021 that it planned to go public through a combination with Ceres Acquisition Corp., the SPAC affiliated with Braun, in a deal the companies claimed was valued at more than $1.88 billion, according to a Law360 report.

The announcement stated that a group of investors led by Parallel and Ceres would participate in the transaction through an oversubscribed private investment in public equity of $225 million at a price of $10 per share, Law360 reported.

The deal began to fall apart in August, according to the complaint.

“But by August 2021, the original SPAC transaction value … had been adjusted, … and, regardless, Wrigley understood that the Company’s poor performance would translate to poor performance in the public markets,” the complaint says. “He therefore let the SPAC transaction die on the vine (or even orchestrated it so the transaction would never close).”

In an email sent to investors on Oct. 1, 2021, Parallel explained it was no longer pursuing the SPAC, according to the complaint.

“Among other things, [Wrigley] noted that the Company would ‘focus on alternative financing avenues to pursue a vast array of growth opportunities,’ and that, the Company had ‘just raised and closed a significant initial equity financing through the private markets,’ referring to the SAFE,” the complaint says.

Wrigley resigned as Parallel’s CEO in November 2021 because the plaintiffs claim he “backed himself into a corner,” according to the complaint.

A related lawsuit has been filed against Wrigley and Parallel in New York state court, according to Law360. In that complaint, Techview Investments and others claim they want the court to prevent a “self-dealing scheme” by Wrigley, Law360 reported.

Parallel did not immediately respond to a request for comment.

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