On May 11, 2018 a
Exhibit,Appendix
was filed
involving a dispute between
Cresco Labs Llc, An Illinois Limited Liability Company,
Cresco Labs New York, Llc,
A New York Limited Liability Company,
and
Eric Sirota,
Fiorello Pharmaceuticals, Inc.,
A New York Corporation,
John Does 1 - 10,
Susan Yoss,
for Commercial Division
in the District Court of New York County.
Preview
FILED: NEW YORK COUNTY CLERK 11/20/2018 07:52 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 11/20/2018
Exhibit 2
FILED: NEW YORK COUNTY CLERK 11/20/2018 07:52 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 11/20/2018
1
1 SUPREME COURT OF THE STATE OF NEW YORK
NEW YORK COUNTY : CIVIL TERM : PART 53
2 --------------------------------------
CRESCO LABS NEW YORK, LLC,
3
Plaintiff,
4
-against- Index No.
5 652343/2018
FIORELLO PHARMACEUTICALS, INC.,
6
Defendant. PROCEEDING
8 May 22, 2018
9 60 Centre Street
New York, New York
10
B E F O R E:
11
HON. CHARLES E. RAMOS, Justice
12
13 A P P E A R A N C E S:
14 KURZMAN EISENBERG .CORBIN & LEVER, LLP
Attorneys for the Plaintiff
15 1 North Broadway
White Plains, New York 10601
16 BY: FRED D. WEINSTEIN, ESQ.
17 EDELSON PC
Attorneys for the Plaintiff
18 305 North LaSalle Street, 14th Floor
Chicago, Illinois 60654
19 BY: BENJAMIN H. RICHMAN, ESQ.
20 IZOWER FELDMAN, LLP
Attorneys for the Defendant
21 85 Broad Street, Floor 18
New York, New York 10004
22 BY: RONALD D. LEFTON, ESQ.
RACHEL IZOWER-EADDE, ESQ.
23
24 Anne Marie Scribano
Senior Court Reporter
25
FILED: NEW YORK COUNTY CLERK 11/20/2018 07:52 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 11/20/2018
Proceedings 7
1 THE COURT: Okay.
2 MR. LEFTON: And the reason for that is they
3 are --
4 THE COURT: And they would get a license?
5 MR. LEFTON: That's correct, because there are
6 impediments to transferring the license, so it was to be a
7 stock purchase agreement, but no stockholder is party to the
8 preliminary agreement.
9 The reason we, Fiorello, think this should be kept
10 under seal is because part of the letter of intent which was
11 breached and not performed by plaintiff was to provide
12 bridge financing. Fiorello has been left in a stagnant
13 position. Its operations have been put on hold trying to do
14 this deal with Cresco and it is now looking down parallel
15 paths to raise capital to continue to develop its
16 operations, as required by the New York State Department of
17 Health. And it's also negotiating with other prospective
18 suitors who have actually offered 68 percent more than the
19 price in the -- out of the line with Cresco.
20 THE COURT: Does the Department of Health have to
21 approve the sale?
22 MR. LEFTON: It does indeed.
23 So the shareholders would have to approve the sale
24 and agree to sell. And under the LOI it's a hundred percent
25 of the shareholders. There's no mechanism for how that
FILED: NEW YORK COUNTY CLERK 11/20/2018 07:52 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 11/20/2018
Proceedings 10
1 MR. LEFTON: We may.
2 THE COURT: Redact to your heart's content.
3 MR. LEFTON: Okay.
4 THE COURT: But there will be no sealing of the
5 file.
6 Thank you very much.
7 MR. LEFTON: May I request, your Honor, that
8 before document is we -- the other side has an
any filed,
9 to -- after the but before it goes
opportunity well, filing,
10 too far, there's an opportunity to request redactions;
11 serve, redact and then file?
12 THE COURT: It's not a bad idea.
13 MR. RICHMAN: Your Honor, I think we have a
14 similar interest in the information that should be --
15 THE COURT: Not a bad idea.
16 MR. RICHMAN: -- should be redacted and sealed.
17 THE COURT: Don't bet the farm on this one because
18 you're not going to get much of a sealing out of me,
19 seriously.
20 Thank you very much. We're done.
21 (Proceedings adjourned)
22 Certified to be a true and
accurate transcript of the
23 foregoing proceedings
25 Anne Marie Scribano
Document Filed Date
November 20, 2018
Case Filing Date
May 11, 2018
Category
Commercial Division
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Preview
FILED: NEW YORK COUNTY CLERK 11/20/2018 07:52 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 11/20/2018 Exhibit 2 FILED: NEW YORK COUNTY CLERK 11/20/2018 07:52 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 11/20/2018 1 1 SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY : CIVIL TERM : PART 53 2 -------------------------------------- CRESCO LABS NEW YORK, LLC, 3 Plaintiff, 4 -against- Index No. 5 652343/2018 FIORELLO PHARMACEUTICALS, INC., 6 Defendant. PROCEEDING 8 May 22, 2018 9 60 Centre Street New York, New York 10 B E F O R E: 11 HON. CHARLES E. RAMOS, Justice 12 13 A P P E A R A N C E S: 14 KURZMAN EISENBERG .CORBIN & LEVER, LLP Attorneys for the Plaintiff 15 1 North Broadway White Plains, New York 10601 16 BY: FRED D. WEINSTEIN, ESQ. 17 EDELSON PC Attorneys for the Plaintiff 18 305 North LaSalle Street, 14th Floor Chicago, Illinois 60654 19 BY: BENJAMIN H. RICHMAN, ESQ. 20 IZOWER FELDMAN, LLP Attorneys for the Defendant 21 85 Broad Street, Floor 18 New York, New York 10004 22 BY: RONALD D. LEFTON, ESQ. RACHEL IZOWER-EADDE, ESQ. 23 24 Anne Marie Scribano Senior Court Reporter 25 FILED: NEW YORK COUNTY CLERK 11/20/2018 07:52 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 11/20/2018 Proceedings 7 1 THE COURT: Okay. 2 MR. LEFTON: And the reason for that is they 3 are -- 4 THE COURT: And they would get a license? 5 MR. LEFTON: That's correct, because there are 6 impediments to transferring the license, so it was to be a 7 stock purchase agreement, but no stockholder is party to the 8 preliminary agreement. 9 The reason we, Fiorello, think this should be kept 10 under seal is because part of the letter of intent which was 11 breached and not performed by plaintiff was to provide 12 bridge financing. Fiorello has been left in a stagnant 13 position. Its operations have been put on hold trying to do 14 this deal with Cresco and it is now looking down parallel 15 paths to raise capital to continue to develop its 16 operations, as required by the New York State Department of 17 Health. And it's also negotiating with other prospective 18 suitors who have actually offered 68 percent more than the 19 price in the -- out of the line with Cresco. 20 THE COURT: Does the Department of Health have to 21 approve the sale? 22 MR. LEFTON: It does indeed. 23 So the shareholders would have to approve the sale 24 and agree to sell. And under the LOI it's a hundred percent 25 of the shareholders. There's no mechanism for how that FILED: NEW YORK COUNTY CLERK 11/20/2018 07:52 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 11/20/2018 Proceedings 10 1 MR. LEFTON: We may. 2 THE COURT: Redact to your heart's content. 3 MR. LEFTON: Okay. 4 THE COURT: But there will be no sealing of the 5 file. 6 Thank you very much. 7 MR. LEFTON: May I request, your Honor, that 8 before document is we -- the other side has an any filed, 9 to -- after the but before it goes opportunity well, filing, 10 too far, there's an opportunity to request redactions; 11 serve, redact and then file? 12 THE COURT: It's not a bad idea. 13 MR. RICHMAN: Your Honor, I think we have a 14 similar interest in the information that should be -- 15 THE COURT: Not a bad idea. 16 MR. RICHMAN: -- should be redacted and sealed. 17 THE COURT: Don't bet the farm on this one because 18 you're not going to get much of a sealing out of me, 19 seriously. 20 Thank you very much. We're done. 21 (Proceedings adjourned) 22 Certified to be a true and accurate transcript of the 23 foregoing proceedings 25 Anne Marie Scribano