Ginzkey v National Securities Corporation

The Court directed that this Notice be provided because you have a right to know about a proposed settlement that has been reached in this class action lawsuit and about all of your options before the Court decides whether to grant final approval of the Settlement. If the Court approves the Settlement, and after objections or appeals, if any, are resolved, the Settlement Administrator appointed by the Court will distribute the payments that the Settlement allows. This Notice explains the lawsuit, the Settlement, your legal rights, what payments are available, who is eligible for them, and how to get them.

The Court in charge of this case is the United States District Court for the Western District of Washington. The case is known as James Ginzkey, et al. v. National Securities Corporation, Case No. 2:18-cv-1773 (the “Action”). The people who filed the Action are called the Plaintiffs and the entity they sued, National Securities Corporation, is called the Defendant.

This Action concerns Defendant’s offering of the Beamreach Solar (f/k/a Solexel) (“Beamreach”) Series D, Series D-1, and Series D-2 security offerings. Plaintiffs claim Defendant negligently offered and approved those Beamreach securities for sale to them, without a reasonable basis for the securities to be suitable for sale. The Action seeks, among other things, reimbursement for Plaintiffs’ and Class Members’ losses on the Beamreach investments. Defendant has denied and continues to deny all of the claims made in the Action, as well as all charges of wrongdoing or liability against it.

In a class action, one or more people called Class Representatives (in this case, James P. Ginzkey, Richard Fitzgerald, Charles Cerf, and Barry Donner) sue on behalf of people who have similar claims. Together, these people are called a Class or Class members. One Court and one judge resolves the issues for all Class members, except for those who exclude themselves from the Class.

The Court did not decide in favor of the Plaintiffs or Defendant. Instead, the Plaintiffs negotiated a settlement with Defendant that allows both Plaintiffs and Defendant to avoid the risks and costs of lengthy and uncertain litigation and the uncertainty of a trial and appeals. It also allows Class members to obtain payment without further delay. The Class Representatives and their attorneys think the Settlement is in the best interest of all Class members. This Settlement does not mean that Defendant did anything wrong.

You are part of this Settlement as a Class member if you invested in Beamreach through Defendant between February 6, 2015, and February 9, 2017. If you have received this notice, then you have been identified as someone who invested in Beamreach through Defendant during this time-period that falls within the Class definition and is not otherwise excluded.

Yes. Specifically excluded from the Class are: (i) Defendant and any of its officers, directors, employees, agents, parents, affiliates, or subsidiaries; (ii) any entity related to or affiliated with Beamreach, and any judicial officers presiding over this matter and their immediate family members; (iii) any and all institutional investors that performed their own due diligence in regard to the Beamreach Offerings; (iv) any and all investors that have previously brought claims regarding or related in any way to the Beamreach Offerings against Defendant, or settled any claims against Defendant arising from, relating to, or in connection with the Beamreach Offerings; and (v) any and all investors that have previously opted out of the Action.

The Settlement will provide payments to people who are members of the Class and not otherwise excluded. If the Settlement is approved, Defendant will be obligated to make a payment of
$4,650,000.00, inclusive of all funds necessary to effectuate the Settlement. The Gross Settlement Payment includes the Settlement Administration Costs, the Fee Award and Costs, the Class Representative Service Awards, and all Individual Settlement Payments to Class Members. Class Members will be entitled to payment of approximately 10% or 40% of your investment amount in Beamreach, on a gross basis before deduction of attorney’s fees, costs, and class administrative expenses, depending on whether you invested in the Series D Preferred Stock; Series D-1 Preferred Stock; or the Series D-2 Note Offering, based on the amount each Class Member invested in the Series D Beamreach Offering, and/or the Series D1/D2 Beamreach Offering.

In addition, the Settlement will provide for two years of commission-free brokerage services from Defendant (or an acquiring firm should Defendant cease offering brokerage services), commencing on the Effective Date of the Settlement Agreement. To obtain these benefits, please contact the following:

Christina Minakais
Director, Client Resolution Group & Special Projects Legal & Compliance Email: [email protected]
5000 T-Rex Avenue, Suite 300 Boca Raton, FL 33431

The Court will hold a Final Approval Hearing at 9:00 am on November 3, 2022 (or any adjourned date set by the Court) to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain whether any appeals can be resolved favorably, and resolving them can take time, perhaps more than a year. Please be patient.

You do not have to do anything to remain in the Settlement.

If the Settlement becomes final, you will give up your right to sue Defendant for the claims being resolved by this Settlement. The specific claims you are giving up against Defendant are described in ¶ 1.28 of the Settlement Agreement. You will be “releasing” Defendant and all related people or entities as described in ¶ 1.29 of the Settlement Agreement. The Settlement Agreement is available in the Important Court Documents section.

The Settlement Agreement describes the Released Claims with specific descriptions, so read it carefully. If you have any questions about what this means you can talk to the law firms listed in Question 11 for free or you can, of course, talk to your own lawyer at your own expense.

Yes. The Court appointed Joseph Wojciechowski and Sara Hanley of Stoltmann Law Offices, P.C., at 2000 Center Drive, Suite East C218, Hoffman Estates, Illinois 60192 and Joshua B. Kons of Law Offices of Joshua B. Kons, LLC, at 92 Hopmeadow St., Lower Level, Weatogue, CT 06089 to represent you and other Class members. These lawyers are called Class Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

If the Settlement is approved and becomes final, Class Counsel will ask the Court to award attorneys’ fees, not to exceed $3,163,203.00, and reimbursement of costs not to exceed $120,000. Class Counsel will also request approval of a service award of $10,000 for each Class Representative. Defendant has agreed not to oppose these requests.

If you are a Class member, you can object to the Settlement if you do not like it or a portion of it. You can give reasons why you think the Court should not approve the Settlement. The Court will consider your views before making a decision. To object, you must file with the Court and mail copies to Class Counsel and Defendant’s Counsel a written notice stating that you object to the Settlement in James Ginzkey, et al. v. National Securities Corporation, Case No. 2:18-cv-1773.

The Court will hold a Final Approval Hearing at 9:00 a.m on November 3, 2022 (or any adjourned date set by the Court), in the United States District Court for the Western District of Washington, 700 Stewart St, Seattle, WA 98101. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. The Court will take into consideration any properly-filed written objections and may also listen to people who have asked to speak at the hearing (see Question 13). The Court will also decide whether to approve fees and costs to Class Counsel, and the service awards to the Class Representatives.

No. Class Counsel will answer any questions the Court may have. However, you are welcome to attend at your own expense. If you file an objection, you do not have to come to Court to talk about it. You may also hire your own lawyer to attend, at your own expense, but you are not required to do so.

Yes, you may ask the Court for permission to speak at the Final Approval Hearing. To do so, you must follow the instructions provided in Question 13 above.

If you do nothing and the Court approves the settlement you will receive compensation from this Settlement and be bound by the Settlement Agreement and the Release. This means you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendant or related parties about the issues involved in the Action, resolved by this Settlement, and released by the Settlement Agreement.

Yes. This Notice summarizes the proposed Settlement. More details are in the Settlement Agreement, which is available in the Important Court Documents section, or by writing to Class Counsel, Stoltmann Law Offices, P.C., 2000 Center Drive, Suite East C218, Hoffman Estates, IL, 60192

Go to the Important Court Documents section, call 1-833-404-4963, or write to Class Counsel, Stoltmann Law Offices, P.C., 2000 Center Drive, Suite East C218, Hoffman Estates, IL, 60192.