DECISION AND ORDER Plaintiff Real Bridge LLC (“plaintiff”) brings this action against Dan Wise and Rebecca Holderread (collectively “defendants”), alleging fraud. The defendants moved to dismiss the initial Complaint pursuant to Fed. R. Civ. Proc. 12(b)(6), for failure to state a claim (Dkt. #11). Plaintiff cross moved to amend the complaint (Dkt. #17), but later withdrew that motion (Dkt. #19). Plaintiff thereafter filed a second cross motion to amend the complaint (Dkt. #20), and defendants moved to dismiss the proposed amended complaint (Dkt. #22). For the reasons that follow, plaintiff’s motion to amend the complaint (Dkt. #20) is granted, and defendants’ motion to dismiss (Dkt. #22) is granted in part and denied in part. FACTUAL AND PROCEDURAL BACKGROUND According to the proposed Amended Complaint (Dkt. #20-4 at Exh. B, hereafter the “complaint”), defendants Wise and Holderread were respectively the founder and Chief Executive Officer, and Chief Financial Officer, of Real Eats America (“Real Eats”), a pre-packaged meal delivery company. Real Eats was founded in 2016, and suffered annual losses every year thereafter. By mid-2022, it became apparent that Real Eats either needed to be sold, or else needed to raise additional capital by engaging in a “Series B” round of financing from existing investors. It retained Solomon Partners, an investment banking firm, to prepare marketing materials and identify potential strategic buyers. While it weighed its options, however, Real Eats required interim financing to stay afloat. To that end, Real Eats sought to raise $4 million through a bridge round of financing (the “Bridge Round”). Real Eats opted to do this through the issuance of Convertible Notes, at terms particularly favorable to investors, in order to reflect the riskiness of their investment. On December 1, 2022, Real Eats held a virtual information session for potential Bridge Round investors, including plaintiff. Attendees were provided with a written presentation titled Real Eats Company Info Session (the “Investor Deck”), with information on Bridge Round financing and the anticipated strategic sale. The Bridge Round portion of the Investor Deck disclosed that Real Eats had suffered significant and increasing financial losses through 2021, with projected future losses of $10.1 million in 2022, and $3.5 million in 2023. On or about December 20, 2022, pursuant to a Note Purchase Agreement, plaintiff purchased a Convertible Note issued by Real Eats, in the amount of $450,000.00. By notice to plaintiff and other investors on or about March 1, 2023, defendant Wise advised that Real Eats had ceased operations, due to its inability to “weather the current capital climate,” and the abrupt seizure of its bank account by its “senior lender.”1 (Dkt. #20-4 at
