NEW YORK, Aug. 13, 2020 /PRNewswire/ -- Pomerantz LLP announces that a class action lawsuit has been filed against Tufin Software Technologies Ltd. ("Tufin" or the "Company") (NYSE:TUFN) and certain of its officers. The class action, filed in United States District Court for the Southern District of New York, and indexed under 20-cv-06290, is on behalf of Plaintiff and all other persons or entities, except for Defendants, who purchased ordinary shares in the Company's April 2019 IPO and/or December 2019 SPO pursuant and/or traceable to the Offering Documents. Plaintiff brings this class action under Sections 11 and 15 of the Securities Act of 1933 (the "Securities Act") against Tufin and certain of the Company's senior executives, directors, and agents who signed the Offering Documents (collectively, "Defendants"). The Securities Act protects investors and the capital markets of the U.S. by preventing companies and underwriters from issuing shares to investors by means of incomplete and inaccurate offering documents.
If you are a shareholder who purchased Tufin ordinary shares in the Company's April 2019 IPO and/or December 2019 SPO pursuant and/or traceable to the Offering Documents., you have until September 21, 2020, to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Robert S. Willoughby at [email protected] or 888.476.6529 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.
Tufin Software Technologies Ltd., together with its subsidiaries, develops, markets, and sells software-based solutions primarily in the United States, Israel, Europe, the Middle East, and Africa, Germany, Asia Pacific, and internationally. The company provides SecureTrack, which enables security administrators to define and manage a centralized security policy, minimize the attack surface, and ensure continuous compliance across the network; SecureChange that is used to assess, provision, and verify security configuration changes across physical networks and cloud platforms, while maintaining security and compliance; and SecureApp, which is used to define, manage, and monitor network connectivity for their applications. It also offers SecureCloud, a security policy automation service that provides the real-time visibility and control needed to ensure the security and compliance of hybrid cloud environments.
On March 6, 2019, Tufin filed a registration statement with the SEC on Form F-1, which, after several amendments, was declared effective on April 10, 2019 (the Form F-1, together with all amendments, is referred to herein as the "April Registration Statement"). Thereafter, on April 11, 2019, Tufin filed a prospectus for its initial public offering (the "IPO") on Form 424B4, which incorporated and formed part of the April Registration Statement (the "April Prospectus" and collectively, with the April Registration Statement, the "IPO Offering Documents"), issuing 7,700,000 ordinary shares to the investing public at $14.00 per share (the "IPO Price"), for anticipated gross proceeds of $107,800,000.
On December 2, 2019, the Company filed a second registration statement with the Securities and Exchange Commission, on Form F-1, which was declared effective on December 5, 2019 (the "December Registration Statement"). Thereafter, on December 5, 2019, Tufin filed a prospectus for its secondary offering (the "SPO") on Form 424B4, which incorporated and formed part of the December Registration Statement (the "December Prospectus" and collectively, with the December Registration Statement, "SPO Offering Documents"), issuing an additional 4,279,882 ordinary shares to the investing public at $17.00 per share (the "SPO Price"), for anticipated gross proceeds of $72,757,994.
The Complaint alleges that throughout the Class Period, the Offering Documents contained materially incorrect or misleading statements and/or omitted material information that was required by law to be disclosed. Defendants are each strictly liable for such misstatements and omissions therefrom (subject only, in the case of the Individual Defendants, to their ability to establish a "due diligence" affirmative defense and are so liable in their capacities as signers of the Offering Documents, control persons, and/or as issuers, statutory sellers, and/or offerors of the shares sold pursuant to the IPO and SPO (together, the "Offerings")). Plaintiff expressly disclaims any allegations that could be construed as alleging fraud or intentional or reckless misconduct.
The IPO and SPO Offering Documents (together, the "Offering Documents") that Tufin and the other Defendants (defined below) used to ultimately secure over $180 million, combined, in net proceeds from investors, however, contained misleading statements in that, among other things: (i) Tufin's customer relationships and growth metrics were overstated, particularly with respect to North America; (ii) Tufin's business was deteriorating, primarily in North America; and (iii) as a result, Tufin's representations regarding its sustainable financial prospects were overly optimistic.
On January 8, 2020, after the market closed, Tufin released its preliminary fourth-quarter financial results for 2019 and announced significantly lowered financial expectations, specifically: (i) it expected to report total revenue in the range of $29.5 million to $30.1 million, lowered from its previous guidance of total revenue in the range of $34.0 million to $38.0 million; and (ii) it now anticipated non-Generally Accepted Accounting Principles ("GAAP") operating loss in the range of $1.1 million to $2.6 million, compared to the previous guidance of non-GAAP operating profit in the range of $0.0 million to $3.0 million. The primary reason given for the revenue shortfall was Tufin's "inability to close a number of transactions, primarily in North America, that [the Company] anticipated would close but did not close by the end of the quarter."
Following this news, Tufin's share price fell by 24%, or $4.14 per share, and its market capitalization declined by nearly $145 million.
The Pomerantz Firm, with offices in New York, Chicago, Los Angeles, and Paris, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, the Pomerantz Firm pioneered the field of securities class actions. Today, more than 80 years later, the Pomerantz Firm continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered numerous multimillion-dollar damages awards on behalf of class members. See www.pomerantzlaw.com
Robert S. Willoughby
SOURCE Pomerantz LLP