Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022
EXHIBIT 8
Excerpts of the Transcript of the November 25, 2019
Deposition of Andrew D. Stone
Index No. 652343/2018
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022
Page 1
1
2 SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
3
CRESCO LABS NEW YORK, LLC, :
4 a New York limited :
liability company, and : Index No.
5 CRESCO LABS LLC, an : 652343/2018
Illinois limited liability :
6 company, :
Plaintiffs, :
7 :
v. :
8 :
FIORELLO PHARMACEUTICALS, :
9 INC., ERIC SIROTA, an :
individual, SUSAN YOSS, an :
10 individual, and JOHN DOES :
1–10, :
11 Defendants. :
-------------------------- :
12
13
14 VIDEO DEPOSITION OF ANDREW D. STONE
15 NEW YORK, NEW YORK
16 MONDAY, NOVEMBER 25, 2019
17
18
19
20
21
22
23
24 REPORTED BY:
SILVIA P. WAGE, CCR, CRR, RPR
25
Veritext Legal Solutions
212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022
Page 30
1 ANDREW D. STONE - CONFIDENTIAL
2 Q. Looking at this ownership list, is
3 your interest in Fiorello included only in the
4 NYS Pharmaceuticals Investors line?
5 A. Yes.
6 Q. Directing your attention to the
7 fourth page of this document, Bates stamped 3473,
8 which concerns NYS Pharmaceuticals Investors, do
9 you see that you are named in the third bullet
10 from the bottom?
11 A. Yes.
12 Q. And it says that you have
13 25.5 percent of NYS Pharmaceuticals Investors
14 LLC?
15 A. That's what this document says.
16 Q. Okay. Does that refresh your
17 recollection as to the size of your interest in
18 NYS Pharmaceuticals?
19 A. No.
20 Q. Do you believe this to be wrong?
21 A. I don't know.
22 Q. And I see Mr. Kornblau is listed at
23 the bottom as also having an interest in NYS
24 Pharmaceuticals.
25 He's your colleague at Petra?
Veritext Legal Solutions
212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022
Page 31
1 ANDREW D. STONE - CONFIDENTIAL
2 A. Yes.
3 Q. Is anyone else on the list of members
4 or owners, I guess, members of NYS
5 Pharmaceuticals Investors LLC, someone that you
6 introduced to Fiorello?
7 A. Yes.
8 Q. And, just for the record, I take it
9 you did introduce Mr. Kornblau to Fiorello for
10 this investment?
11 A. Yes.
12 Q. And who else within NYS
13 Pharmaceuticals is the someone you introduced to
14 Fiorello?
15 A. Lawrence Shelly.
16 Q. Who is Lawrence Shelly?
17 A. Another colleague from Petra.
18 Q. Anyone else?
19 A. No.
20 Q. Is the ASR Irrevocable Living Trust
21 associated with you?
22 A. Not to my knowledge.
23 Q. After investing in Fiorello, did you
24 do anything to keep track of your investment?
25 A. I don't understand the question.
Veritext Legal Solutions
212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022
Page 50
1 ANDREW D. STONE - CONFIDENTIAL
2 our class of shareholders had to independently
3 approve a sale as not just management.
4 Q. So you understood there would be a
5 shareholder vote on the transaction?
6 A. I understood our class of shares
7 would have a vote. I don't know about other
8 shareholders.
9 Q. And did you indicate to Mrs. Yoss
10 whether you were supportive of the transaction?
11 A. At various times, yes.
12 Q. What do you mean by "at various
13 times, yes"?
14 A. I didn't always have a consistent
15 opinion.
16 Q. Prior to learning of -- there was a
17 point in time where you weren't aware of there
18 being any other bidders, correct?
19 A. I'm not sure.
20 Q. Did you ever tell Mrs. Yoss that you
21 were not planning to vote your shares in favor of
22 the transaction?
23 A. I indicated to her that there's a
24 reasonable chance I would not vote my shares for
25 the transaction.
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212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022
Page 94
1 ANDREW D. STONE - CONFIDENTIAL
2 record.)
3 MR. LEFTON: This is an e-mail chain,
4 is it not, not just one e-mail? Or are you only
5 intending to mark the top line?
6 MR. ASCHER: I'm sorry, we've marked
7 the whole.
8 MR. LEFTON: I said this is an e-mail
9 chain.
10 MR. ASCHER: Yes. I didn't describe
11 the top, but we're marking the entire exhibit.
12 MR. LEFTON: Okay.
13 BY MR. ASCHER:
14 Q. Mr. Stone, have you had a chance to
15 review Stone Exhibit 7?
16 A. Yes.
17 Q. And so were you having conversations
18 with Susan Yoss about next steps after the
19 expiration of the Cresco exclusivity period?
20 A. Yes.
21 Q. And I take it Mr. Canarick continued
22 to believe that Cresco -- excuse me, Fiorello
23 should try to negotiate a deal with Cresco?
24 MR. LEFTON: Objection. "Continued
25 to believe" through what time, at what time
Veritext Legal Solutions
212-279-9424 www.veritext.com 212-490-3430
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022
Page 95
1 ANDREW D. STONE - CONFIDENTIAL
2 period?
3 MR. ASCHER: Well, through, at least,
4 April 23rd.
5 A. At this time, yes.
6 Q. And did you have conversations with
7 Susan Yoss about whether Mr. Canarick had
8 Fiorello's best interests at heart?
9 A. Yes.
10 Q. And in those conversations, what did
11 you say to her and what did she say to you?
12 MR. LEFTON: Isn't this asked and
13 answered, or are you tying it into this
14 particular e-mail?
15 MR. ASCHER: I don't think I've asked
16 this particular e-mail.
17 MR. LEFTON: You, certainly, have
18 covered the substance.
19 But go ahead.
20 A. I told Susan, I'm not sure why Jon is
21 speaking to someone directly. I told Susan that
22 Jon, apparently, has a close relationship there.
23 And I told Susan that Jon could be a spy working
24 on behalf of Cresco and not behalf of Fiorello.
25 Q. And what did Susan say in response to
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Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022 EXHIBIT 8 Excerpts of the Transcript of the November 25, 2019 Deposition of Andrew D. Stone Index No. 652343/2018 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022 Page 1 1 2 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK 3 CRESCO LABS NEW YORK, LLC, : 4 a New York limited : liability company, and : Index No. 5 CRESCO LABS LLC, an : 652343/2018 Illinois limited liability : 6 company, : Plaintiffs, : 7 : v. : 8 : FIORELLO PHARMACEUTICALS, : 9 INC., ERIC SIROTA, an : individual, SUSAN YOSS, an : 10 individual, and JOHN DOES : 1–10, : 11 Defendants. : -------------------------- : 12 13 14 VIDEO DEPOSITION OF ANDREW D. STONE 15 NEW YORK, NEW YORK 16 MONDAY, NOVEMBER 25, 2019 17 18 19 20 21 22 23 24 REPORTED BY: SILVIA P. WAGE, CCR, CRR, RPR 25 Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022 Page 30 1 ANDREW D. STONE - CONFIDENTIAL 2 Q. Looking at this ownership list, is 3 your interest in Fiorello included only in the 4 NYS Pharmaceuticals Investors line? 5 A. Yes. 6 Q. Directing your attention to the 7 fourth page of this document, Bates stamped 3473, 8 which concerns NYS Pharmaceuticals Investors, do 9 you see that you are named in the third bullet 10 from the bottom? 11 A. Yes. 12 Q. And it says that you have 13 25.5 percent of NYS Pharmaceuticals Investors 14 LLC? 15 A. That's what this document says. 16 Q. Okay. Does that refresh your 17 recollection as to the size of your interest in 18 NYS Pharmaceuticals? 19 A. No. 20 Q. Do you believe this to be wrong? 21 A. I don't know. 22 Q. And I see Mr. Kornblau is listed at 23 the bottom as also having an interest in NYS 24 Pharmaceuticals. 25 He's your colleague at Petra? Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022 Page 31 1 ANDREW D. STONE - CONFIDENTIAL 2 A. Yes. 3 Q. Is anyone else on the list of members 4 or owners, I guess, members of NYS 5 Pharmaceuticals Investors LLC, someone that you 6 introduced to Fiorello? 7 A. Yes. 8 Q. And, just for the record, I take it 9 you did introduce Mr. Kornblau to Fiorello for 10 this investment? 11 A. Yes. 12 Q. And who else within NYS 13 Pharmaceuticals is the someone you introduced to 14 Fiorello? 15 A. Lawrence Shelly. 16 Q. Who is Lawrence Shelly? 17 A. Another colleague from Petra. 18 Q. Anyone else? 19 A. No. 20 Q. Is the ASR Irrevocable Living Trust 21 associated with you? 22 A. Not to my knowledge. 23 Q. After investing in Fiorello, did you 24 do anything to keep track of your investment? 25 A. I don't understand the question. Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022 Page 50 1 ANDREW D. STONE - CONFIDENTIAL 2 our class of shareholders had to independently 3 approve a sale as not just management. 4 Q. So you understood there would be a 5 shareholder vote on the transaction? 6 A. I understood our class of shares 7 would have a vote. I don't know about other 8 shareholders. 9 Q. And did you indicate to Mrs. Yoss 10 whether you were supportive of the transaction? 11 A. At various times, yes. 12 Q. What do you mean by "at various 13 times, yes"? 14 A. I didn't always have a consistent 15 opinion. 16 Q. Prior to learning of -- there was a 17 point in time where you weren't aware of there 18 being any other bidders, correct? 19 A. I'm not sure. 20 Q. Did you ever tell Mrs. Yoss that you 21 were not planning to vote your shares in favor of 22 the transaction? 23 A. I indicated to her that there's a 24 reasonable chance I would not vote my shares for 25 the transaction. Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022 Page 94 1 ANDREW D. STONE - CONFIDENTIAL 2 record.) 3 MR. LEFTON: This is an e-mail chain, 4 is it not, not just one e-mail? Or are you only 5 intending to mark the top line? 6 MR. ASCHER: I'm sorry, we've marked 7 the whole. 8 MR. LEFTON: I said this is an e-mail 9 chain. 10 MR. ASCHER: Yes. I didn't describe 11 the top, but we're marking the entire exhibit. 12 MR. LEFTON: Okay. 13 BY MR. ASCHER: 14 Q. Mr. Stone, have you had a chance to 15 review Stone Exhibit 7? 16 A. Yes. 17 Q. And so were you having conversations 18 with Susan Yoss about next steps after the 19 expiration of the Cresco exclusivity period? 20 A. Yes. 21 Q. And I take it Mr. Canarick continued 22 to believe that Cresco -- excuse me, Fiorello 23 should try to negotiate a deal with Cresco? 24 MR. LEFTON: Objection. "Continued 25 to believe" through what time, at what time Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/06/2022 10:10 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 353 RECEIVED NYSCEF: 12/02/2022 Page 95 1 ANDREW D. STONE - CONFIDENTIAL 2 period? 3 MR. ASCHER: Well, through, at least, 4 April 23rd. 5 A. At this time, yes. 6 Q. And did you have conversations with 7 Susan Yoss about whether Mr. Canarick had 8 Fiorello's best interests at heart? 9 A. Yes. 10 Q. And in those conversations, what did 11 you say to her and what did she say to you? 12 MR. LEFTON: Isn't this asked and 13 answered, or are you tying it into this 14 particular e-mail? 15 MR. ASCHER: I don't think I've asked 16 this particular e-mail. 17 MR. LEFTON: You, certainly, have 18 covered the substance. 19 But go ahead. 20 A. I told Susan, I'm not sure why Jon is 21 speaking to someone directly. I told Susan that 22 Jon, apparently, has a close relationship there. 23 And I told Susan that Jon could be a spy working 24 on behalf of Cresco and not behalf of Fiorello. 25 Q. And what did Susan say in response to Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430