JND Legal Administration
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR
TO: ALL RECORD AND BENEFICIAL HOLDERS OF HIGHCAPE CAPITAL ACQUISITION CORP. (“HIGHCAPE”) CLASS A COMMON STOCK BETWEEN MAY 10, 2021, AND JUNE 10, 2021, INCLUDING THEIR SUCCESSORS-IN-INTEREST WHO OBTAINED SHARES BY OPERATION OF LAW
THIS NOTICE WAS AUTHORIZED BY THE COURT OF CHANCERY OF THE STATE OF DELAWARE (THE “COURT”). IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THE COURT.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court and Court of Chancery Rule 23, that: (i) the above-captioned action (the “Action”) has been preliminarily certified as a class action on behalf of a class of all record and beneficial holders of HighCape Class A Common Stock (“Class A Common Stock”) during the Class Period, including successors-in-interest who obtained shares by operation of law, but excluding certain Excluded Persons (the “Class”); and (ii) Plaintiff and Defendants in the Action have reached an agreement to settle the Action for $7,600,000 in cash (the “Settlement”). If the Settlement is approved, it will resolve all claims in the Action. Any capitalized terms used in this Summary Notice that are not otherwise defined herein shall have the meanings ascribed to them in the Stipulation and Agreement of Compromise, Settlement, and Release filed December 23, 2025 (the “Stipulation”), and the Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (“Notice”), copies of which can be obtained at www.HighCapeStockholderSettlement.com.
A hearing will be held on March 27, 2026, at 11:00 a.m., before the Honorable Lori W. Will, Vice Chancellor, at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, for the purpose of determining: (i) whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) whether Plaintiff and Plaintiff's Counsel have adequately represented the Class, and whether Plaintiff should be finally appointed as Class Representative for the Class and Plaintiff's Counsel should be finally appointed as Class Counsel for the Class; (iii) whether the proposed Settlement should be approved as fair, reasonable, and adequate to Plaintiff and the other members of the Class and in their best interests; (iv) whether the proposed Order and Final Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (v) whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) whether and in what amount any Fee and Expense Award to Plaintiff's Counsel should be paid out of the Settlement Fund, including any service award to Plaintiff to be paid solely from any Fee and Expense Award; (vii) to hear and rule on any objections to the Settlement, the proposed Plan of Allocation, Plaintiff's Counsel's application for a Fee and Expense Award, and/or any service award to Plaintiff; and (viii) to consider any other matters that may properly be brought before the Court in connection with the Settlement.
If you held shares of HighCape Class A Common Stock, either of record or beneficially, between May 10, 2021, and June 10, 2021, your rights may be affected by the settlement of this Action. If you have not received a detailed Notice and a copy of the Proof of Claim and Release form (“Proof of Claim”), you may obtain copies (as well as a copy of the Stipulation) by writing to HighCape Stockholder Settlement, Settlement Administrator, c/o JND Legal Administration, P.O. Box 91220, Seattle, WA 98111 or by downloading this information at www.HighCapeStockholderSettlement.com. If you are a member of the Class, in order to share in the distribution of the Net Settlement Fund, you must either submit a Proof of Claim online at www.HighCapeStockholderSettlement.com by May 7, 2026 or by mail to be received no later than May 7, 2026, establishing that you are entitled to a recovery.[1]
The Class is a non-“opt-out” class pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members will be bound by any judgment entered in the Action pursuant to the terms and conditions of the Stipulation.
Any objection to the Settlement must be filed with the Register in Chancery at the address set forth below and served on Plaintiff's Counsel and Defendants' Counsel (electronically by File & ServeXpress, by hand, by first-class U.S. mail, by express service, or by email) at the addresses below, such that it is received no later than March 13, 2026:
REGISTER IN CHANCERY Register in Chancery Court of Chancery of the State of DelawareLeonard L. Williams Justice Center 500 North King Street Wilmington, DE 19801
PLAINTIFF'S COUNSEL Erik W. Luedeke Robbins Geller Rudman & Dowd LLP 655 West Broadway, Suite 1900 San Diego, CA 92101 eluedeke@rgrdlaw.com
Kelly L. Tucker Grant & Eisenhofer P.A. 123 Justison Street, 7th Floor Wilmington, DE 19801 ktucker@gelaw.com
DEFENDANTS' COUNSEL Paul J. Loughman Young Conaway Stargatt & Taylor, LLP 1000 North King Street Wilmington, DE 19801 ploughman@ycst.com
Gregory Starner White & Case LLP 1221 Avenue of the Americas New York, NY 10020 gstarner@whitecase.com
Michael Barlow Quinn Emanuel Urquhart & Sullivan, LLP 500 Delaware Avenue, Suite 220 Wilmington, DE 19801 michaelbarlow@quinnemanuel.com
John F. Sylvia Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center, Boston, MA 02111 jsylvia@mintz.com
PLEASE DO NOT CONTACT THE COURT, THE REGISTER IN CHANCERY, DEFENDANTS, OR DEFENDANTS' COUNSEL REGARDING THIS NOTICE. If you have any questions about the Settlement, you may contact counsel for Plaintiff at the addresses listed above, call 1-800-449-4900, email settlementinfo@rgrdlaw.com, or go to the following website: www.HighCapeStockholderSettlement.com.
BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE
1Proofs of Claim that are legibly postmarked no later than May 7, 2026 will be treated as received on the postmark date. Please be advised that the U.S. Postal Service may not postmark mail which is not presented in person.
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SOURCE JND Legal Administration
https://rt.newswire.ca/rt.gif?NewsItemId=LA63590&Transmission_Id=202601260926PR_NEWS_USPR_____LA63590&DateId=20260126