Elco Securities, LTD v. Dear Cashmere Holdings, Inc.

S.D. New York

Elco Securities, LTD v. Dear Cashmere Holdings, Inc.

DecidedMay 30, 2025

Docket1:23-cv-05008

StatusUnknown

This text of Elco Securities, LTD v. Dear Cashmere Holdings, Inc. (Elco Securities, LTD v. Dear Cashmere Holdings, Inc.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Elco Securities, LTD v. Dear Cashmere Holdings, Inc., (S.D.N.Y. 2025).

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USDC SDNY DOCUMENT UNITED STATES DISTRICT COURT ELECTRONICALLY FILED SOUTHERN DISTRICT OF NEW YORK | DOC #: : 5/30/2 ELCO SECURITIES, LTD., DATE BERS 20/2) Plaintiff, 23-CV-5008 (BCM) -against- ORDER DEAR CASHMERE HOLDINGS, INC.., Defendants.

BARBARA MOSES, United States Magistrate Judge. WHEREAS, the parties have settled their dispute in principle (see Dkts. 76, 78), on terms including the issuance of "free trading" shares of Dear Cashmere Holdings, Inc. (DRCR) common stock to plaintiff Elco Securities, LTD (Elco) and/or its designees; and WHEREAS, the parties thereafter consented to the jurisdiction of the designated Magistrate Judge for all remaining proceedings pursuant to 28 U.S.C. § 636(c) (see Dkt. 80); NOW THEREFORE, it is hereby ORDERED that all deadlines previously set in this action are VACATED. It is further ORDERED that the parties shall submit, no later than June 6, 2025, a joint motion seeking an order pursuant to § 3(a)(10) of the Securities Act of 1933 (the Act), 15 U.S.C. § 77c(a)(10), approving the issuance of DRCR shares as exempt from registration under the Act, in accordance with their settlement agreement. See Sabby Volatility Warrant Master Fund Ltd. v. Kiromic Biopharma, Inc., 638 F. Supp. 3d 393, 396-97 (S.D.N.Y. 2022) (granting "consent motion" approving the issuance of Kiromic subordinated convertible promissory and common stock as exempt from registration under the 1933 Act and without restrictive legends, in connection with a litigation settlement); YA IJ PN, Ltd. v. Taronis Techs., Inc., 435 F. Supp. 3d 622, 626 (S.D.N.Y. 2020) (granting consent motion approving the issuance of unrestricted Taronis stock to YA in connection with a litigation settlement). The motion must be supported by a fully-executed

copy of the parties’ settlkement agreement (redacted to the extent required to comply with Fed. R. Civ. P. 5.2); one or more declarations or affidavits demonstrating that the issuance and delivery of the DRCR stock, under the circumstances here presented, is fair to Elco; a memorandum of law; and a proposed form of order. Upon receipt of the motion, the Court will schedule the hearing required by § 3(a)(10), at which "all persons to whom it is proposed to issue securities .. . shall have the right to appear.” 15 U.S.C. § 77c(a)(10). Dated: New York, New York SO ORDERED. May 30, 2020

BARBARA MOSES United States Magistrate Judge

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USDC SDNY DOCUMENT UNITED STATES DISTRICT COURT ELECTRONICALLY FILED SOUTHERN DISTRICT OF NEW YORK | DOC #: : 5/30/2 ELCO SECURITIES, LTD., DATE BERS 20/2) Plaintiff, 23-CV-5008 (BCM) -against- ORDER DEAR CASHMERE HOLDINGS, INC.., Defendants.

BARBARA MOSES, United States Magistrate Judge. WHEREAS, the parties have settled their dispute in principle (see Dkts. 76, 78), on terms including the issuance of "free trading" shares of Dear Cashmere Holdings, Inc. (DRCR) common stock to plaintiff Elco Securities, LTD (Elco) and/or its designees; and WHEREAS, the parties thereafter consented to the jurisdiction of the designated Magistrate Judge for all remaining proceedings pursuant to 28 U.S.C. § 636(c) (see Dkt. 80); NOW THEREFORE, it is hereby ORDERED that all deadlines previously set in this action are VACATED. It is further ORDERED that the parties shall submit, no later than June 6, 2025, a joint motion seeking an order pursuant to § 3(a)(10) of the Securities Act of 1933 (the Act), 15 U.S.C. § 77c(a)(10), approving the issuance of DRCR shares as exempt from registration under the Act, in accordance with their settlement agreement. See Sabby Volatility Warrant Master Fund Ltd. v. Kiromic Biopharma, Inc., 638 F. Supp. 3d 393, 396-97 (S.D.N.Y. 2022) (granting "consent motion" approving the issuance of Kiromic subordinated convertible promissory and common stock as exempt from registration under the 1933 Act and without restrictive legends, in connection with a litigation settlement); YA IJ PN, Ltd. v. Taronis Techs., Inc., 435 F. Supp. 3d 622, 626 (S.D.N.Y. 2020) (granting consent motion approving the issuance of unrestricted Taronis stock to YA in connection with a litigation settlement). The motion must be supported by a fully-executed

copy of the parties’ settlkement agreement (redacted to the extent required to comply with Fed. R. Civ. P. 5.2); one or more declarations or affidavits demonstrating that the issuance and delivery of the DRCR stock, under the circumstances here presented, is fair to Elco; a memorandum of law; and a proposed form of order. Upon receipt of the motion, the Court will schedule the hearing required by § 3(a)(10), at which "all persons to whom it is proposed to issue securities .. . shall have the right to appear.” 15 U.S.C. § 77c(a)(10). Dated: New York, New York SO ORDERED. May 30, 2020

BARBARA MOSES United States Magistrate Judge

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Elco Securities, LTD v. Dear Cashmere Holdings, Inc., Counsel Stack Legal Research, https://law.counselstack.com/opinion/elco-securities-ltd-v-dear-cashmere-holdings-inc-nysd-2025.

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