ScripsAmerica, Inc. v. Ironridge Global LLC (119 F. Supp. 3d 1213, 2015)

ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS

MARGARET M. MORROW, UNITED STATES DISTRICT JUDGE

On May 22, 2014, ScripsAmerica, Inc. (“Scrips”) filed this action against Iron-ridge Global LLC d/b/a Ironridge Global IV, Ltd., John Kirkland, and Brendan O’Neil (collectively “Ironridge”), as well as certain fictitious defendants. The complaint alleges, claims for securities fraud, breach of contract, tortious bad faith, and declaratory relief. The claims concern defendants’ allegedly fraudulent scheme to increase the shares of Scrips’ stock to which they were entitled ,by manipulating Scrips’ stock price. The parties had earlier entered into an agreement that obligated Ironridge to pay off certain of Scrips’ accounts payable in exchange for the issuance of stock on an agreed formula.

Ori June 25, 2014, defendants filed a motion to dismiss Scrips’ breach of contract, tortious bad faith, and declaratory relief claims under the Rooker-Feldman doctrine and Younger v. Harris, 401 U.S. 37,- 91 S.Ct 746, 27 L.Ed.2d 669 (1971). Alternatively, defendants sought to have those claims stayed under Colorado River Water Conservation District v. United States, 424 U.S. 800, 96 S.Ct. 1236, 47 L.Ed.2d 483 (1976). Defendants also to have Scrips’ Rule 10b-5 claim dismissed as inadequately pled. On November 3, 2014, the court granted in part and denied in part defendants’ motion to dismiss. It dismissed Scrips’ declaratory relief claim under Rooker-Feldman to the extent it sought a declaration that Scrips was excused from performing generally under a stipulated order entered by the state court. The court denied .defendants’ motion to dismiss on Younger abstention grounds, but stayed Scrips’ breach of contract, tortious bad faith, and declaratory relief claims under Colorado River. It also granted defendants’ motion to dismiss Scrips’ Rule 10b-5 claim with leave to amend.

On December 3, 2014, Scrips filed a first amended complaint, which defendants moved to dismiss on December 17, 2014. Scrips opposed the motion. On March, 26, 2015, considering only Scrips’ Rule 10b-5 claim (since Scrips’ other claims had been stayed under Colorado River), the court granted defendants’ motion to dismiss with leave to amend.

On April 27, 2015, Scrips filed a second amended complaint. Ironridge filed a motion to dismiss on May 27, 2015, which Scrips opposes.

I. FACTUAL BACKGROUND

This action concerns an allegedly fraudulent scheme devised by Ironridge. Scrips is a pharmaceuticals' distributor whose stock is publicly traded on the over-the-counter (“OTC”) market. The purported scheme arose from an agreement pursuant to which Scrips agreed to issue shares of its common stock to Ironridge in exchange for Ironridge’s undertaking to pay Scrips’ outstanding accounts payable. Scrips alleges that the transaction was first proposed during a telephone call it received from John Kirkland and Brendan O’Neil— directors of Ironridge — on August 28, 2Ó13. It contends that Kirkland and O’Neil told Scrips’ chief executive officer, Robert Sehneiderman, that Ironridge could pay Scrips’ accounts payable, which totaled approximately $700,000, in exchange for an amount of Scrips stock to be determined by a contractual formula. Kirkland and O’Neil explained that to effectuate the transaction, Scrips did not need to register the shares before transferring them to Ironridge. The parties discussed the transaction further on September 4 and October 2,2013.

During the calls, Ironridge requested that the contract memorializing the transaction include a provision for an adjustment to protect it in the event of a decline in Scrips’ stock price. Scrips allegedly agreed to the inclusion of such a provision, which gave Ironridge the right to receive more stock than the originally agreed amount if Scrips’ stock price declined following consummation of the transaction. The adjustment mechanism was outlined, together with certain other terms, in a term sheet Ironridge prepared and gave to Scrips. Scrips contends that Ironridge, Kirkland, and O’Neil did not disclose their intention to manipulate the market for Scrips shares in order to reduce the share price and increase the number of shares Ironridge was entitled to receive under the agreement.

On October 4, 2013, Schneiderman, Kirkland, and O’Neil purportedly discussed the potential effect Ironridge’s sale of the stock it received might have on Scrips’ share price. Unlike other entities that had funded Scrips in exchange for stock, Ironridge allegedly represented that it would not act to manipulate or otherwise affect Scrips’ stock price. Specifically, Ironridge purportedly said that it would “take no action to manipulate or [ajffect [Scrips’] stock price” and that its sales of Scrips shares would “never be more than ten percent of the volume of sales on any given day.” Scrips contends that Iron-ridge’s representations were knowingly and willfully false.

Because the shares were unregistered, Ironridge and Scrips had to obtain court approval under California and federal securities laws before a transfer of the stock could take place. Thus, on October 11, 2013, Ironridge filed a breach of contract complaint in Los Angeles Superior Court that sought to collect the accounts payable debts; it sued as the successor in interest to Scrips’ creditors under receivables purchase agreements into which it had entered with the creditors. Ironridge and Scrips then submitted a stipulation to the court that was the means by which the exchange transaction was to be effected. The stipulation provided that Scrips would transfer 8,690,000 shares of stock to Iron-ridge in satisfaction of $686,962.08 in debt owned by Ironridge. The shares were to be “unrestricted and freely tradeable exempted shares” of Scrips common stock. The stipulation stated the shares had to be capable of being “immediately resold ... without restriction,” and noted that Iron-ridge could “sell any of its shares of [Scrips] common stock issued pursuant to the [stipulation] at any time.” The stipulation warned that issuance of the shares could “have a dilutive effect [on Scrips’ stock], which [might] be substantial.”

The stipulation also memorialized the adjustment mechanism the parties had previously discussed. It stated that Scrips would immediately issue and deliver to Ironridge 8,690,000 shares of common stock subject to certain “adjustments, issu-ances, returns, and ownership limitations.” The stipulation indicated that future adjustments would be made based on trading activity in Scrips stock during the “calculation period.” The “final amount” of shares to which Ironridge was entitled was to be calculated by taking (a) the sum of the claim amount [i.e., $686,962.08], 10% of third party agent fees, and Ironridge’s reasonable attorneys’ fees and expenses, and dividing it by (b) 80% of the following: the closing price of Scrips common stock on the trading day immediately preceding the date the state court entered an order on the stipulation; the resulting number was not to exceed the arithmetic average of the individual volume weighted average price of any five trading days during the calculation period, less $.01 per share (based on data reported by Bloomberg LP).

The stipulation provided that if at any point during the calculation period the shares issued to Ironridge dropped below “any reasonably possible [f]inal [a]mount,” or if Scrips shares closed below 80% of the closing price on the trading day prior to entry of an order on the stipulation, Iron-ridge was entitled to request the issuance of additional shares. At the conclusion of the calculation period, if the total value of the initial issuance and subsequent issu-anees was less than the final amount, Scrips was required to issue further shares so that the total number of shares issued equaled the final amount; conversely, if the number of shares issued to Ironridge exceeded the final amount, Ironridge was required to return the excess shares to Scrips. The stipulation stated, however, that Scrips was not required at. any one time to issue a number of shares that, aggregated with all other shares beneficially owned or controlled by Ironridge or its affiliates, exceeded 9.99% of the total number of shares of common stock outstanding. Despite the fact that Kirkland, O’Neil, and Schneiderman allegedly discussed the issue, there is no provision in the stipulation requiring that Ironridge’s sales of Scrips shares not exceed 10% of the daily trading volume on any given day.

On November 8, 2018, the parties filed a joint ex parte application in state court for an order approving the stipulation; they argued that ex parte relief was .necessary because the stipulation addressed the issuance of “shares of [Scrips] stock with a substantially fluctuating market price.” The application recited that over the course of the prior year, the price of Scrips common stock had fluctuated between $1.05 and $.08, and that it would be difficult to reach any negotiated resolution that did not require ex parte relief, as the agreement could collapse if Scrips’ stock price fluctuated too much. As support for their request that the court approve the stipulation, both parties filed declarations stating that they believed the terms of agreement were fair. The stipulation recited that the agreement was fair to Ironridge and that Scrips’ board had resolved that the terms were fair to and in the best interests- of its shareholders.

■ On November 8, 2013, Superior Court Judge Rolf M. Treu entered an order' on the parties’ stipulation. Scrips alleges that thereafter; on' several trading days, Ironridge sold an amount of Scrips stock that exceeded ten percent of all sales'on that day. Specifically, it contends that Ironridge’s sales during the week of January 6, 2014' represented 28.4% of total sales; sales during the week of January 21, 2014 represented 22.6%; and weekly sales throughout February 2014 ranged from 30-50%. Scrips maintains that Ir-onridge made these sales with the intent and purpose of manipulating the market to reduce the price of Scrips’ stock so that the number of shares to which it was entitled under the agreement would increase. It contends, moreover, that Ir-onridge employed manipulative - trading devices, including “marking the close” transactions and “bid whacking,” to reduce Scrips’ stock price. It asserts the sales in fact reduced its stock price, and that during.the period of alleged manipulation, Ironridge refused to. provide, any information concerning its trading activity, claiming it was confidential. .

Bid whacking is purportedly a technique in which stock is sold at the bid price rather than a higher price as would “ordinarily” occur in trading. Appended to Scrips’ complaint is an allegedly expert analysis of trades by Ironridge occurring between December 2013 and April 2014, Scrips asserts that the “majority”, of shares sold by Ironridge in December 2013 and January 2014 were sold at the low for each trading day, and that this is indicative of bid whacking. It contends that Iron-ridge’s bid whacking caused Scrips’ stock price to fall from seventeen cents to ten cents between December 2013 and April 2014,: despite the fact that Scrips’ revenue increased from $600,000 in 2013 to $30 million in 2014.

The complaint alleges that Ironridge’s manipulative activity occurred in an open, developed, and efficient market. Scrips asserts that the weekly trading volume in its stock was “large enough to at least establish a substantial presumption of efficiency (at well over 1% of the total amount of shares).” There were also allegedly market makers and arbitrageurs in Scrips stock, such as Knight Capital Americas LLC, Stockcross Financial Service, Inc., BMA Securities, Cantor Fitzgerald & Co., BNY Mellon Capital Markets, LLC, Bilt-more International Corp., Wilson-Davis & Co., Inc., Vfinance Investments, Inc., and Guggenheim Investor Services, LLC. Scrips also contends that its stock price was immediately responsive to financial releases from or about the company, including several instances between October 2013 and June 2014 in which the stock rose purportedly in response to the release of favorable information concerning Scrips.

Scrips contends that Ironridge acted with scienter, citing a larger pattern of similar fraud. It contends that the watchdog website “Scam Informer” recently observed that “[t]he destruction in stocks [of companies with which Ironridge] has completed transactions ... makes the devastation from Hurricane Irene seem tame by comparison.” Scrips alleges, by way of example, that Ironridge seeks an additional six billion shares of Green Automotive Company, Inc.’s stock, as well as 27 billion shares in Green Innovations, Ltd.; these are two other companies that entered into an agreement with Ironridge to pay existing accounts payable in éxchange for unregistered issuance of common stock; each case purportedly involved a stipulated settlement that included a similar adjustment provision.

Scrips asserts that Ironridge’s “pattern of corporate destruction” is part of a larger pattern orchestrated by David Sims. It alleges, on information and belief, that Sims is a citizen of South Africa and a resident of Tortola in the British Virgin Islands. He has purportedly been implicated in a variety of schemes involving fraud and market manipulation related to at least thirty-two publicly traded companies. All of the schemes allegedly involve similar manipulation of stock prices and issuance of additional shares under debt purchase agreements. Scrips contends that Sims is the global director of Caledo-nian Global Financial Services, a Cayman Islands bank and brokerage firm that held accounts and laundered money for Belize-an broker-dealers Unicorn International Securities, Legacy Global Markets, and Titan International Securities, as well as their principals. It asserts these entities and individuals were the subject of indictments filed by the U.S. Department of Justice and civil suits filed by the Securities and Exchange Commission related to what regulators described as a $500,000,000 stock manipulation and money laundering ring. On information and belief, it contends that Ironridge is a conduit for Caledonian’s money laundering activities, and that its investment decisions— including the decision to manipulate Scrips’ stock price — are made by Sims.

Based on the decline in Scrips’ share price, Ironridge filed an ex parte application in state court for an order compelling the issuance of additional shares under the May 6, 2014 stipulation. Scrips opposed the application. It argued that the court should deny relief because Ironridge had engaged in “wrongful conduct” in “bad faith” and had “unclean hands.” Specifically, it asserted that Ironridge had fraudulently manipulated the market for Scrips stock, i.e., engaged in “open market manipulation,” by “short selling” Scrips’ shares during the calculation period in an effort to drive the share price down artificially and require Scrips to issue more shares to Ironridge under the parties’ agreement. Scrips also alleged that Ironridge’s conduct was a breach of the parties’ agreement, as well as a breach of the covenant of good faith and fair dealing implied in it. Finally, it asserted that the additional issuance of shares “could be in violation of [federal] securities laws.”

On May 6, 2014, Judge Treu implicitly rejected each of Scrips’ arguments. He entered an order enforcing the order that had approved the stipulation (“enforcement order”), and directing that Scrips issue an additional 1,646,008 shares of common stock to Ironridge pursuant to the adjustment mechanism set forth in the stipulation. Scrips appealed the order on May 14, 2014.

On May 22, 2014, eight days after appealing the enforcement order, Scrips filed this action, alleging claims for breach of contract, tortious bad faith, violation of Rule 10b-5, and declaratory relief. Scrips sought compensatory and punitive damages, and a declaration that it need not issue the additional 1,646,008 shares that the Superior Court has ordered it to issue. Scrips maintains that Ironridge intentionally engaged in post-stipulation trading activity to manipulate the market and reduce the price of Scrips’ stock in order to increase the number of shares it was to receive under the adjustment formula in the' stipulation. Scrips asserts that Ironridge manipulated the stock to send false information regarding the supply of and demand for its stock to the market, inducing others to sell Scrips stock and creating further market distortion. It contends that absent illegal manipulation by Ironridge, its stock would be trading at $0.15 per share instead of the current price of approximately $0.10. It also asserts that Ironridge’s manipulative actions have caused it to issue 10.3 million shares, instead of the 8.7 million initially required by the agreement, and that Iron-ridge is seeking issuance of a further 1.6 million shares in state court. As a result, Scrips contends, it has been injured by issuing more than $1.4 million of stock to Ironridge in satisfaction of a less than $770,000 debt.

On June 30, 2015, the California Court of Appeal dismissed Scrips’ appeal of the state court enforcement order under the disentitlement doctrine. It concluded that -Scrips had repeatedly violated the state court’s enforcement order despite the fact that it was legally bound by it. See Ironridge Global IV, Ltd. v. ScripsAmerica, Inc., 238 Cal.App.4th 259, 267, 189 Cal.Rptr.3d 583 (“Defendant had no cause to disobey the court’s order, but did so, repeatedly. Defendant could have, sought a stay of the order, but failed-to do so. Defendant also could have sought a writ of supersedeas in this court. Finding that a balance of the equities weighs in favor of dismissal,-we grant plaintiffs motion”).

II. DISCUSSION

A. Requests for Judicial Notice

1. Ironridge’s Request

Ironridge asks that the court take judicial notice of various documents that have been publicly filed with'the Securities & Exchange Commission (“SEC”). Because Rule 12(b)(6)'review is confined to the complaint, the court typically does not consider material outside the pleadings (e.g., facts presented in briefs, affidavits, or discovery materials) when deciding such a motion. In re American Continental Corp./Lincoln Sav. & Loan Securities Litig., 102 F.3d 1524, 1537 (9th Cir.1996). It may, however, properly consider exhibits attached to the complaint and documents whose contents are alleged in the complaint but not attached, if their authenticity is not questioned. Lee v. City of Los Angeles, 250 F.3d 668, 688 (9th Cir.2001).

In addition, the court can consider matters that- are proper subjects of judicial notice under Rule 201 of the Federal Rules of Evidence. Id. at 688-89; Branch v. Tunnell, 14 F.3d 449, 454 (9th Cir.1994), overruled on other grounds by Galbraith v. County of Santa Clara, 307 F.3d 1119 (9th Cir.2002); Hal Roach Studios, Inc. v. Richard Feiner and Co., Inc., 896 F.2d 1542, 1555 n. 19 (9th Cir.1990); see also Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007) (“[C]ourts must consider the complaint in its entirety, as well as other sources courts ordinarily examine when ruling on Rule 12(b)(6) motions to dismiss, in particular, documents incorporated into the complaint by reference, and matters of which a court may take judicial notice”). The court is “not required tq accept as true conclusory allegations which are contradicted by documents referred to in the complaint” or proper subjects of judicial notice. Steckman v. Hart Brewing Inc., 143 F.3d 1293, 1295 (9th Cir.1998); see also Sprewell v. Golden State Warriors, 266 F.3d 979, 988 (9th Cir.2001) (“The court need not, however, accept as true allegations that contradict matters properly subject to judicial notice or by exhibit”).

Ironridge asks that the court take judicial notice of Exhibits V through EE to its motion to dismiss the second amended complaint. Specifically, Ironridge asks that the court judicially notice excerpts from three of Scrips’ Schedule 10-Q’s with filing dates between March 31, 2013, and September 30, 2014 (Exhibits V through X); an excerpt from and three copies of Scrips’ 2012,'2013, and 2014 Schedule 10-K’s (Exhibits Y through BB); a press release regarding Scrips dated April 9, 2015 (Exhibit CC); a graph showing Scrips’ stock prices between September 2013 and May 2015 obtained from Bloombérg Finance L.P. (Exhibit DD); and excerpts from Scrips’ Form S-l, Amendment No. 4, which was submitted to the SEC on November 9, 2011 (Exhibit EE).

“Courts can consider securities offerings and corporate disclosure documents that are publicly available.” See Oklahoma Firefighters Pension & Ret. Sys. v. IXIA, 50 F.Supp.3d. 1328, 1349 (C.D.Cal.2014) (citing Metzler Inv. GMBH v. Corinthian Colleges, Inc., 540 F.3d 1049, 1064 n. 7 (9th Cir.2008) (“Defendants sought judicial notice for Corinthian’s reported stock price history and other publicly available financial documents, including a number of Corinthian’s SEC filings. In its dismissal order, the court granted Defendants’ unopposed requests for judicial notice. Metzler does not contest the propriety of the noticing of these documents on appeal, which in any event was proper”)). Accordingly, thé court will take judicial notice of Exhibits V through BB and Exhibit EE, as they are documents filed with the SEC.

Exhibit CC is a public press release. Taking judicial notice of news reports and press releases is appropriate to show “that the market was aware of the information contained in news articles.” Heliotrope Gen., Inc. v. Ford Motor Co., 189 F.3d 971, 981 n. 18 (9th Cir.1999); see also In re White Electronic Designs Corp. Sec. Litig., 416 F.Supp.2d 754, 760 ‘(D.Ariz. 2006) (“[J]udicial notice is appropriate for SEC filings, press releases, and accounting rules as they are capable of accurate and ready determination by resort to sources whose accuracy cannot be reasonably questioned” (internal quotations and citations omitted)). Importantly, however, the court can do so only to “indicate what was in the public realm at the time, not whether the contents of those articles were in fact true.” Von Saher v. Norton Simon Museum of Art at Pasadena, 592 F.3d 954, 960 (9th Cir.201"0) (citing Premier Growth Fund v. Alliance Capital Mgmt., 435 F.3d 396, 401 n. 15 (3d Cir.2006)); In re Disciplinary Proceedings of Yana, No. 2012-SCC-0017-ADA, 2014 WL 309314, *4 (N.M.I. Jan. 28, 2014) (“Newspaper articles generally, and; statements during an interview specifically, are not always free of reasonable dispute. Ordinarily, then, we only take ‘judicial notice of publications introduced to “indicate what was in the public realm at the time, not whether the contents of those articles were in fact true,”’” quoting Von Saher); United States v. Kane, No. 2:13-cr-250-JAD-VCF, 2013 WL 5797619, *9 (D.Nev. Oct. 28, 2013) (“When a court takes judicial notice of publications like websites and newspaper articles, the court merely notices what was in the' public realm at the time, not whether the contents of those articles were in fact true” (citations omitted)); Brodsky v. Yahoo! Inc., 630 F.Supp.2d 1104, 1111-12 (N.D.Cal.2009) (“The Court also grants Defendants’ request [for judicial notice] as to Exhibits 31 through 47, Yahoo! Press releases, news articles, analyst reports, and -third party press releases to which the [amended complaint] refers, but not for the truth of their contents” (emphasis added)). Because the press release describes a statement by Scrips regarding its trading activity in approximately April 2015, the court takes judicial notice of it.

With regard to Exhibit DD, Ironridge seeks judicial notice of a graph detailing Scrips’ stock price .fluctuations between September 2013 and May 2015, representing data that was gathered by Bloomberg Finance L.P. “Because publically traded companies historical stock prices can be readily ascertained and those prices are not subject to reasonable dispute, courts routinely take judicial notice of them.” IXIA, 50 F.Supp.3d at 1349 (citing Patel v. Parnes, 253 F.R.D. 531, 547-48 (C.D.Cal.2008) (judicially noticing historical stock prices because such information is capable of accurate and ready determination); In re Homestore.com Inc. Sec. Litig., 347 F.Supp.2d 814, 816 (C.D.Cal.2004) (“[A] court may take judicial notice of a company’s published stock prices”)); see also Metzler Inv. GMBH, 540 F.3d at 1064 n. 7 (“Defendants sought judicial notice for Corinthian’s reported stock price history and other publicly available financial documents, including a number of Corinthian’s SEC filings. In its dismissal order, the court granted Defendants’ unopposed requests for judicial notice. Metzler does not contest the propriety of the noticing of these documents on appeal, which in any event was proper”). Consequently, the court takes judicial notice of Exhibit DD.

= The parties’ state court stipulation and term sheet, which are Exhibits B and K to Ironridge’s request for judicial notice, are attached to the complaint and are properly considered in deciding the motion for that reason. See Lee, 250 F.3d at 688 (“a court may consider ‘material which is properly submitted as part of the complaint’ on a motion to dismiss without converting the motion to dismiss into a motion for summary judgment,” quoting Branch, 14 F.3d at 453). Finally, as Ironridge notes, the state court order approving the parties’ stipulation, which is Exhibit F to the request for judicial notice, is referenced in the complaint, and can be considered under the incorporation by reference doctrine. See United States v. Ritchie, 342 F.3d 903, 908 (9th Cir.2003) (acknowledging that a district court may assume that the contents of a document incorporated by reference “are true for purposes of a motion to dismiss”); In re Downey Sec. Litig., No. CV 08-3261 JFW, 2009 WL 2767670, *6 n. 4 (C.D.Cal. Aug. 21, 2009) (same).

2. Scrips’ Request

Scrips asks the court to take judicial notice of a June 23, 2014, SEC order instituting administrative cease and desist proceedings against Ironridge under Sections 15(b) and 21(c) of the Securities Exchange Act of 1934. Courts can take judicial notice of SEC orders. See In re UBS Auction Rate Sec. Litig., No. 08 CV 2967(LMM), 2010 WL 2541166, *13 (S.D.N.Y. June 10, 2010) (“On May 31, 2006, the SEC issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Section 15(b) of the Securities Exchange Act of 1934. The Court takes judicial notice of the SEC Order”); In re Citigroup Auction Rate Sec. Litig., 700 F.Supp.2d 294, 302 n. 2 (S.D.N.Y.2009) (“The Court takes judicial notice of the 2006 SEC Order concerning ARS practices and disclosure requirements”). The court therefore grants Scrips’ request for judicial notice.

B. Legal Standard Governing Motions to Dismiss under Rule 12(b)(6)

A Rule 12(b)(6) motion tests the legal sufficiency of the claims asserted in the complaint. A Rule 12(b)(6) dismissal is proper only where there is either a “lack of a cognizable legal theory,” or “the absence of sufficient facts alleged under a cognizable legal theory.” Balistreri v. Pacifica Police Dept., 901 F.2d 696, 699 (9th Cir.1988). The court must accept all factual allegations pleaded in the complaint as true, and construe them and draw all reasonable inferences from them in favor of the nonmoving party. Cahill v. Liberty Mut. Ins. Co., 80 F.3d 336, 337-38 (9th Cir.1996); Mier v. Owens, 57 F.3d 747, 750 (9th Cir.1995).

The court need not, however, accept as true unreasonable inferences or conclusory legal allegations cast in the form of factual allegations. See Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (“While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detañed factual allegations, a plaintiffs obligation, to provide the ‘grounds’ of his ‘entitlefment] to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do”). Thus, a complaint must “contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ ... A. claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009); see also Twombly, 550 U.S. at 555, 127 S.Ct. 1955 (“Factual allegations must be enough to raise a right to relief above the speculative level, on the assumption that añ the allegations in the complaint are true (even if doubtful in fact)” (citations omitted)); Moss v. United States Secret Service, 572 F.3d 962, 969 (9th Cir.2009) (“[F]or a complaint to survive a motion to dismiss, the non-conclusory ‘factual content,’ and reasonable inferences from that content, must be plausibly suggestive of a claim entitling the plaintiff to relief,” citing Iqbal and Twombly).

C. Whether the Court Should Dismiss Scrips’ Rule 10b-5 Claim

Ironridge argues that Scrips’ second amended Rule 10b-5 claim fails to cure the pleading deficiencies that the court identified in its first amended complaint. First, it contends that Scrips has fañed to plead an actionable misrepresentation or omission. Second, it asserts that Scrips has failed to allege manipulative conduct. Third, it argues that Scrips cannot plead reliance as a matter of law. Fourth, it contends that Scrips has failed adequately to allege facts giving rise to a strong inference of scienter. Ironridge asserts that, given Scrips’ multiple, unsuccessful attempts to plead a viable Rule 10b-5 claim, the claim should be dismissed with prejudice. The court addresses each argument in turn.'

1. Legal Standard Governing the Pleading of Securities Fraud Claims

“A securities fraud complaint under § 10(b) and Rule 10b-5 must satisfy the dual pleading requisites of Federal Rule of Civil Procedure 9(b) and the [Private Securities Litigation Reform Act (‘PSLRA’), 15 U.S.C. §. 78u-4].” In re VeriFone Holdings, Inc. Sec. Litig., 704 F.3d 694, 701 (9th Cir.2012). Rule 9(b) requires that the “circumstances constituting fraud or mistake... be stated with particularity.” Fed.R.Civ.Proc. 9(b). “Generally, a plaintiff must plead ‘with particularity’ the time and place' of the fraud, the statements made and by whom made, an explanation of why or how such statements were false or misleading when made, and . the role of each defendant in the alleged fraud.” See Cirulli v. Hyundai Motor Co., No. SACV 08-0854 AG (MLGx), 2009 WL 5788762, *4 (C.D.Cal. June 12, 2009) (citing In re GlenFed, Inc. Securities Litigation, 42 F.3d 1541, 1547-49 (9th Cir.1994) (en banc); Lancaster Cmty. Hospital v. Antelope Valley Hosp. Dist., 940 F.2d 397, 405 (9th Cir.1991)); see also Swartz v. KPMG LLP, 476 F.3d 756, 764 (9th Cir.2007) (“Generally, a plaintiff must plead the ‘time, place, and specific content’ of allegedly fraudulent conduct to satisfy Rule 9(b)”).

Thus, a securities. fraud plaintiff cannot survive a motion to dismiss merely by alleging that certain statements were false. Metzler Inv. GMBH, 540 F.3d at 1070 (“A litany of alleged false statements, unaccompanied by the pleading of specific facts indicating why those statements were false, does not meet th[e Rule 9(b) ] standard”); see also In re Oracle Corp. Securities Litigation, 627 F.3d 376, 390 (9th Cir. 2010) (“Plaintiffs must ‘demonstrate that a particular statement, when read in light of all the information then available to the market, or a failure to disclose particular information, conveyed a false or misleading impression,’ quoting In re Convergent Technologies Securities Litigation, 948 F.2d 507, 512 (9th Cir.1991)). Rather, the complaint must allege “why the disputed statement was untrue or misleading when made.” In re Glenfed Inc., 42 F.3d at 1549 (emphasis added). It must also provide specifics concerning who made the statement and when it was made.

In 1995, Congress passed the PSLRA, which amended the Securities Exchange Act of 1934. The PSLRA modified Rule 9(b)’s particularity requirement, “providing that a securities fraud complaint [must] identify: (1) each statement alleged to have been misleading;' (2) the reason or reasons why the statement is misleading; and (3) all facts on which that belief is formed.” 15 U.S.C. § 78u-4(b)(1); see In re Silicon Graphics Inc. Securities Litigation, 183 F.3d 970, 996 (9th Cir.1999). The statute requires that, in pleading that each allegedly misleading statement or omission was made with scienter, the plaintiff must “state with particularity ... facts giving rise to a strong inference that the: defendant acted with the required state of mind.” 15 U.S.C. § 78u-4(b)(2). If the complaint does not contain such allegations, it must be dismissed. 15. U.S.C. § 78u-4(b)(3)(A).

In enacting the PSLRA, “Congress 'impose[d] heightened pleading requirements in actions brought pursuant to § 10(b) and Rule 10b-5.’” Tellabs, 551 U.S. at 320, 127 S.Ct. 2499 (citing Merrill Lynch, Pierce, Fenner & Smith Inc. v. Dabit, 547 U.S. 71, 81; 126 S.Ct. 1503, 164 L.Ed.2d 179 (2006)). The PSLRA’s requirements “prevent[ ] a plaintiff from skirting dismissal by filing a complaint laden with vague allegations of deception unaccompanied by a particularized explanation státing why the defendant’s alleged statements or omissions are deceitful.” Metzler Inv. GMBH, 540 F.3d at 1061 (citing Falkowski v. Imation Corp., 309 F.3d 1123, 1133 (9th Cir.2002)).

2. Legal Standard Governing Liability Under Section 10(b) and Rule 10b-5

Rule 10b-5, promulgated by the Securities and Exchange Commission pursuant to.section 10(b) of the 1934 Act,.makes it unlawful for any person to use “manipulative or deceptive device[s]” in connection with the purchase or sale of securities. 15 U.S.C. § 78j(b). Specifically, one cannot “(a) ... employ any device, scheme, or artifice to defraud; (b) ... make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or (c) ... engage'iii any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.” 17 C.F.R. § 240.10b-5.

“Regardless of whether a § 10(b) plaintiff alleges a misrepresentation,-omission, or manipulation, he.must plead and prove the following elements: (1) ... use or employfment of] a[] manipulative or deceptive device or contrivance; (2) scienter, i.e.[,] [a] wrongful state of mind; (3) a connection with the purchase or sale of a security; (4) reliance, often referred to ... as transaction causation; (5) economic loss; and (6) loss causation, i.e.[,] a causal connection between the manipulative or deceptive device or contrivance and the loss.” Desai v. Deutsche Bank Secs. Ltd., 573 F.3d 931, 939 (9th Cir.2009) (internal quotation marks omitted); see also Simpson v. AOL Time Warner Inc., 452 F.3d 1040, 1047 (9th Cir.2006), vacated on other grounds by Avis Budget Group, Inc. v. Cal. State Teachers’ Ret. Sys., 552 U.S. 1162, 128 S.Ct. 1119, 169 L.Ed.2d 945 (2008).

In addition to pleading falsity adequately, the pleading must “state with particularity facts giving rise to a strong inference that the defendant aeted with the required state of mind.” 15 U.S.C. §§ 78u-4(b)(2), “Scienter” refers to “a mental state embracing intent to deceive, manipulate, or defraud.” Ernst & Ernst v. Hochfelder, 425 U.S. 185, 193 n. 12, 96 S.Ct. 1375, 47 L.Ed.2d 668 (1976). The Ninth Circuit has articulated a “two-part inquiry for scienter: first, [the court must] determine-.whether any of the allegations, standing alone, are sufficient to create a strong inference of scienter; second, if no individual allegation is sufficient, . the court [must] conduct a ^holistic’ review of the same’ allegations to' determine whether the insufficient allegations combine to create a strong inference of intentional conduct or deliberate recklessness.” New Mexico State Investment Council v. Ernst & Young, 641 F.3d 1089, 1095 (9th Cir. 2011) (citing Zucco Partners, LLC v. Digimarc Corp. 552 F.3d 981, 991-92 (9th Cir.2009)).

The Ninth Circuit has emphasized that, to allege scienter, “plaintiffs ‘must plead, in great detail, facts that constitute strong circumstantial evidence of deliberately-reckless or conscious misconduct.’ ” Middlesex Retirement System v. Quest Software Inc., 527 F.Supp.2d 1164, 1179 (C.D.Cal.2007) (quoting Silicon Graphics, 183 F.3d at 974); see also Silicon Graphics, 183 F.3d at 977 (“recklessness only satisfies scienter, under § 10(b) to the extent- that it reflects some degree of intentional or. conscious misconduct”). The requisite state of mind must be' a “‘departure. from the standards of ordinary care [that] presents a danger of misleading buyers that is either known to the defendant or so obvious that the- actor must have been aware of it.’” Zucco Partners, 552 F.3d at 991. (quoting Silicon Graphics, 183 F.3d at 984). If plaintiff relies on allegations of recklessness, the pleading standard requires that it “state specific facts indicating no less than a degree of recklessness that strongly suggests actual intent.” Silicon Graphics, 183 F.3d at 979. Allegations of negligence are insufficient. Glazer Capital Management, LP v. Magistri, 549 F.3d 736, 748 (9th Cir.2008) (“At most, it creates the inference that he should have known of the violations. This is not sufficient to meet the stringent scienter pleading requirements of the PSLRA”); Police Retirement Systems of St. Louis v. Intuitive Surgical, Inc., No. 10-CV-03451-LHK, 2011 WL 3501733, *7 (NJD.Cal. Aug. 10, 2011) (“[T]he Ninth Circuit defines ‘recklessness’ as a highly unreasonable omission [or misrepresentation], involving not merely simple, or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and which presents a danger of misleading buyers or sellers that is either known to the defendant or is so obvious that the actor must have been aware of it”).

“To qualify as ‘strong' within the intendment of ... the PSLRA ... an inference of scienter must be more than merely plausible or reasonable — it must be cogent and at least as compelling as any opposing inference of nonfraudulent intent.” Tellabs, 551 U.S. at 314, 127 S.Ct. 2499 (emphasis added). “[C]ourts must consider the complaint in its entirety, as well as other sources courts ordinarily examine when ruling on Rule 12(b)(6) motions to dismiss.... The inquiry ... is whether all of the facts alleged, taken collectively, give rise to a strong inference of scienter, not whether any individual allegation, scrutinized in isolation, meets that standard.” Id. at 322-23, 127 S.Ct. 2499 (emphasis original).

In determining whether a plaintiff has alleged facts giving rise to a strong inference of scienter, the court must draw all reasonable inferences from the allegations presented, including inferences unfavorable to plaintiff. Gompper v. VISX, Inc., 298 F.3d 893, 897 (9th Cir.2002). “However, the ‘inference that the defendant aeted with scienter need not be irrefutable, i.e., of the “smoking-gun” genre, or even the “most plausible of competing inferences.” ... [T]he inference of scienter must be more than merely “reasonable” or “permissible[,]” [however] — it must be cogent and compelling ... in light of other explanations.’” Middlesex Retirement System, 527 F.Supp.2d at 1179 (quoting Tellabs, 551 U.S. at 314, 127 S.Ct. 2499).

The Ninth Circuit often treats the falsity and scienter analyses as “a single inquiry, because falsity and scienter are generally inferred from the same set of facts.” In re New Century, 588 F.Supp.2d 1206, 1227 (C.D.Cal.2008) (citing In re Read-Rite Corp., 335 F.3d 843, 846 (9th Cir.2003), abrogated by Tellabs on other grounds as recognized in South Ferry LP, No. 2 v. Killinger, 542 F.3d 776 (9th Cir. 2008), and Ronconi v. Larkin, 253 F.3d 423, 429 (9th Cir.2001)). The court therefore analyzes Scrips’ falsity and scienter allegations in tandem below.

3. Whether Scrips Has Pled Manipulative Conduct

To state a claim for market manipulation, Scrips must plead that Iron-ridge engaged in trading practices “intended to mislead investors by artificially affecting market activity.” Santa Fe Indus., Inc. v. Green, 430 U.S. 462, 476, 97 S.Ct. 1292, 51 L.Ed.2d 480 (1977). Thus, “[t]o plead a claim based on market manipulation, a plaintiff must allege, inter alia, that the defendant engaged in manipulative acts, that the plaintiff suffered damage, which was caused by his or her reliance on an assumption that the market was free of manipulation, and that the defendant acted with scienter.” In re Bank of America Corp., No. 09-MD-02014 JSW, 2011 WL 740902, *6 (N.D.Cal. Feb. 24, 2011). “A market manipulation claim ... cannot be based solely upon misrepresentations or omissions.” ATSI Communications, Inc. v. Shaar Fund, Ltd. (“ATSI II ”), 493 F.3d 87, 101 (2d Cir.2007) (citing Lentell v. Merrill Lynch & Co., 396 F.3d 161, 177 (2d Cir.2005)). “There must be some market activity, such as hvash sales, matched orders, or rigged prices.’ ” Id. (citing Santa Fe Indus., Inc., 430 U.S. at 476, 97 S.Ct. 1292). Moreover, “nondisclosure is usually essential to the success of a manipulative scheme.” Santa Fe Indus., Inc., Am U.S. at 477, 97 S.Ct. 1292; In re Merrill Lynch Auction Rate Securities Litigation,- 704- F.Supp.2d 378, 390 (S.D.N.Y.2010) (where “a transaction’s terms are fully disclosed,” there can be no market manipulation claim).

In its prior order, the court held that Scrips’ first amended complaint did not sufficiently plead manipulative conduct because Scrips failed plausibly to allege any particular course of conduct that would amount to market manipulation. Scrips attempts to cure this deficiency in the second amended complaint by adding additional “bid whacking” allegations and by appending details concerning Scrips’ trading patterns to the complaint. It also makes many of the same arguments that the court previously found unavailing. The court addresses each in turn.

a. Use of Multiple Brokerage Firms

As the court noted, in its order dismissing this claim in the first amended complaint,. Scrips’ allegations that Iron-ridge’s use of multiple brokerage apcounts demonstrates market manipulation fail because many traders, especially institutional traders, use multiple accounts to place orders. The mere use of three trading accounts — two in Ironridge’s name and one in Caledonian’s name — does not evidence market manipulation in and of itself. Compare S.E.C. v. McCaskey, No. CV 98-06153(SWK), 2001 WL 1029053, *5 (S.D.N.Y. Sept. 6, 2001) (“The record reflects'that McCaskey acted willingly and knowingly as his stock manipulation scheme involved wash sales and matched orders conducted through 22 accounts held in misleading names or the names of nominees at 14 different firms”).

More fundamentally, the court noted that Scrips could not argue that the use of multiple brokerage- accounts constituted manipulation because it had to have been aware that Ironbridge was using multiple brokerage accounts. See Gurary v. Winehouse, 190 F.3d 37, 45 (2d Cir.1999) (“The gravamen of manipulation is deception of investors - into believing that prices at which they purchase and sell securities are determined by the natural interplay of supply and demand,'not rigged by manipulators — In consequence, a private plaintiff in such a case must establish that he or she engaged in a securities trade in ignorance of the fact that the price was affected by the alleged manipulation,” citing Ray v. Lehman Brothers Kuhn Loeb, Inc., 624 F.Supp. 16, 19 (N.D.Ga.1984)); In re Bank of America Corp., 2011 WL 740902 at *7 (manipulation occurs “when an investor is erroneously led to believe that the prices for the security in question are driyen by the ‘natural interplay of supply and demand, not rigged by manipulators’”). This is because Scrips pleads that its transfer agent delivered the shares to each of the accounts. Accordingly, it had to have known that Ironridge could sell Scrips shares through these brokerage accounts; as a consequence, it cannot have been deceived.

b. Ironridge’s Section 13(d) Disclosure Statement

Scrips next contends, as it did in the first amended complaint, that Ironridge’s November 8, 2013 Section 13(d) disclosure statement was false or misleading because it stated that “Ironridge was entitled to 5,650,000 shares despite receiving 8,690,-000.” The court previously, found this allegation unavailing. As it noted previously, Scrips’ description of the disclosure statement, .is inaccurate. The disclosure statement provides:

“IV received an initial issuance of 8,690,-000 ■ common shares, and may be required to return or be entitled, to receive shares, based on the calculation summarized in the prior paragraph. Based, on the $0.1820 per share closing price on November 7, 2013, IV would, be entitled to 5,650,000 shares. For purposes - of calculating the percent of class, the reporting persons have assumed-that there were 78,238,653 shares of common .stock outstanding immediately prior to the issuance of shares to IV, such that 5,650,-000 shares issued to IV would represent approximately 6.8% of the outstanding common stock -after such issuance.”- When the whole statement is considered,

it is clear that Ironridge' did not represent it' had received only 5,650,000 shares;' it clearly stated that it had received 8,690,-000 shares, but might' be required to return some of the shares because, based on the current trading price, it was entitled to only 5,650,000 shares. The court can’ discern nothing false of misleading about the statement; " hence it does not support Scrips’ market manipulation claim!

In addition, “the purpose of section 13(d) is to alert the marketplace to every large, rapid aggregation or accumulation of securities, regardless of [the] technique employed, which might represent a potential shift in corporate control.” GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir.1971). Thus, “Section 13(d)(1)(C) requires the person filing to disclose any intention to acquire control. If he has such an intention, he must disclose any plans for liquidating the issuer, selling its assets, merging it with another company or changing substantially its business or corporate structure.” Id. Ironridge’s shares were non-voting. As a result, there was no potential that it could acquire control of Scrips. Even assuming, therefore, that Ironridge had misrepresented the number of shares it had received, it is unclear how-the statement would be material for purposes of Section 13(d) or Rule 10b-5.

Finally, as noted, “a private plaintiff in ... a case [like this] must establish that he or she engaged in a securities trade in ignorance of the fact that the price was affected by the alleged manipulation.” Gurary, 190 F.3d at 45. Scrips knew how many shares it had issued to Ironridge. Because it was not ignorant of the number of shares Ironridge had received, it could not reasonably rely, on any alleged misrepresentation in the Section 13(d) disclosure statement concerning the number of shares issued as the basis for a market" manipulation claim. See id. (summary judgment was properly granted because, “[b]y plaintiffs own admission, th[e reliance] requirement [wá]s not satisfied,” i.e., plaintiff was not ignorant of the "alleged manipulation); Alki Partners, L.P. v. Vatas Holding GmbH, 769 F.Supp.2d 478, 493 (S.D.N.Y.2011) (“[A] complaint alleging a violation of § 10(b) is required to state that the transactions that caused the loss were made ‘in ignorance of the fact that the price was affected by the alleged manipulation.’ ... Plaintiffs were not ignorant of the manipulation of the price of RMDX stock that they now claim to be victims of, and so cannot establish that they relied on [a] market free of manipulation”), aff'd sub nom. Alki Partners, L.P. v. Windhorst, 472 Fed.Appx. 7 (2d Cir. March 21, 2012) (Unpub. Disp.).

c. “Bid Whacking”

In the .first amended complaint, Scrips alleged that Ironridge engaged in “marking the close” transactions and “bid whacking.” The second amended complaint omits any reference to “marking the close” transactions, and instead includes additional allegations concerning “bid whacking.” As the court stated in its order dismissing the first amended complaint, there are no reported decisions discussing “bid whacking,” let alone holding that it amounts to manipulative conduct. No secondary legal authority describes bid whacking or suggests that it should be considered manipulative. The court will nonetheless assume, without deciding, that bid whacking could constitute manipulative conduct.' The second amended complaint describes bid whacking as follows:

“‘Bid whacking’ is accomplished when the selling party offers to sell their shares ‘at the bid’ instead of a higher price — this has the effect of lowering bids further and if the selling parties continue to reduce their demanded price (agree to sell again at the lower bid price), this will have the effect of lowering the overall share price for the day and often into at least the next trading day. If a selling party continues this day after trading day, the share price will start dropping due to this manipulation as well as panic in what were previously ‘long' holding stock holders; who now lose confidence in the stock and sell out their positions. If they are successful, and/or if other ‘funders’ are in the stock also selling, their model is, to consistently ‘bid whack’ the stock in an effort to ‘entice’ others to sell, causing the decline in price to the point where .they would be able to request more stock.”

The Second Circuit has held that manipulation claims, while subject to Rule 9(b), often involve facts solely within the defendant’s knowledge; thus, “at the early stages of litigation, the plaintiff need not plead manipulation to the same degree of specificity as a plain misrepresentation claim.” ATSI II, 493 F.3d at 102. The Ninth Circuit has not addressed whether Rule 9(b) should be relaxed for manipulation claims. Several California district courts have applied the Second Circuit’s relaxed pleading standard, however. Anschutz Corp. v. Merrill Lynch & Co. Inc., 785 F.Supp.2d 799, 811 (N.D.Cal.2011) (citing ATSI II and describing the burden as “somewhat relaxed”); Louisiana Pac. Corp. v. Money Mkt. 1 Institutional Inv. Dealer, No. CV 09-03529 JSW, 2011 WL 1152568, *5 (N.D.Cal. Mar. 28, 2011) (applying the ATSI II standard); In re Bank of America Corp., 2011 WL 740902 at *6 (same). Because Scrips fails to satisfy even the “somewhat relaxed” burden imposed by the Second Circuit, the court assumes, without deciding, that it is the appropriate standard to apply.

In ATSI II, the Second Circuit explained that even under a relaxed Rule 9(b) standard, “[g]eneral allegations not tied to the defendants or resting upon speculation are insufficient.” 493 F.3d at 102. It stated that the complaint must set forth “what manipulative acts were performed, which defendants performed them [i.e., ‘who’], when the manipulative acts were performed, and what effect the scheme had on the market for' the securities at issue.” Id. (emphasis added). The court’s order dismissing the first amended complaint noted that Scrips’ “bid whacking” allegations lacked any detail concerning when it occurred or who directed it to occur; it therefore concluded that bid whacking was deficiently pled. Scrips contends that it has remedied these concerns.

In its second amended complaint, Scrips attempts to bolsters its bid whacking allegations by pleading that Ironridge engaged in bid whacking between December 2013 and January 2014. Scrips corn, tends this ultimately drove “the price of [its] stock from seventeen cents to ten cents” over this five-month period. Scrips supports these allegations, by attaching as an exhibit to the second amended complaint an unnamed, and according to Ironridge, undisclosed, expert’s analysis of trading data from December 2013 to April 2014. The expert allegedly asserts that Ironridge sold the majority of its shares at-the low for each trading day in December 2013 and January 2014. ■ In its opposition, Scrips argues that “a greater level of particularity in the allegations regarding the transactions at issue” could not be imagined, given the “highly granular transactional details ... [of the] voluminous set of data analysis that was prepared by an expert.” Scrips’ “highly granular transactional details,” however, show nothing more than that Ironridge sold stock at certain times and at certain prices. To allege a market manipulation claim adequately, it must plead which trades were manipulative 'and why they were so. See ATSI II, 493 F.3d at 102 (the complaint must, at a minimum, allege “what manipulative acts were performed, which defendants performed them [i.e., ‘who’], when the manipulative acts were performed, and what effect the scheme had on the market for the securities at issue”); id. at 104-05 (“Wholly absent are particular facts giving rise to a strong inference that Trimark acted with scienter in manipulating the market in ATSI’s common stock and any allegations of specific acts by Trimark to manipulate the market, much less how those actions might have affected the market ” (emphasis added)); Sedona Corp. v. Ladenburg Thalmann & Co., No. 03 CIV 3120 LTS THE, 2009 WL 1492196, *7 (S.D.N.Y. May 27, 2009) (“The mere fact that Frankel effected such a large volume of trades in Sedona’s stock is also not indicative of anything manipulative”).

Appending 200 pages of trading data, without identifying a single transaction as manipulative, along with vague testimony from an unnamed expert that Iron-ridge sold shares “at the lows of each trading day” over a two month period does not suffice. As Ironridge argues in its motion, “[a]mbiguous raw data by itself does not mean anything. ' It was Scrips’ burden to identify, out of the 200 pages, what trades were purportedly manipulative, ... why they were manipulative, how the market was misled by them, and what effect the trades had on the market.” To the extent Scrips alleges that all Ironridge trades during the five month period covered by the raw data were manipulative, the court cannot agree. Initially, the court seriously doubts that Scrips can satisfy its burden under Rule 9(b) simply by appending 200 pages of data to its complaint and suggesting that all of the trades reflected in the data were manipulative. See ATSI Communications, Inc. v. Shaar Fund, Ltd. (“ATSI I”), 357 F.Supp.2d 712, 719 (S.D.N.Y.2005) (“Finally, the Complaint alleges that three charts containing certain trading data for the period December 2002 through January 2003 show manipulation. Again, the Complaint fails adequately to explain how the data shows manipulation, let alone how it is linked to any of the defendants”), aff'd, ATSI II, 493 F.3d at 102-03 (“We agree with the district court that these allegations are inadequate under Rule 9(b). In sum, ATSI has offered no specific allegations that the defendants did anything to manipulate the market; it relies, at best, on speculative inferences” (emphasis added)).

In any event, the court’s review of the transaction data for December 2013 and January 2014, the months Scrips contends are the most indicative of Ironridge’s purported misconduct, confirms that Ironridge sold its Scrips shares within the range at which all Scrips’ shares were sold. For example, on December 6, 2013, Scrips stock traded between $0.17 — $0.1956 a share; the price range at which Ironridge allegedly traded was $0.17 — $0.19. The same is true for December 13, 2013. Iron-ridge sold Scrips stock within the overall trading range that day, and in fact sold more shares at $0.155, the highest price point of the day, than at any other price. On December 23, 2013, Ironridge sold Scrips shares in a range between $0.115 and $0.13, while Scrips shares traded as low as $0.1144 and closed at $0.14. On December 24, 2013, Ironridge sold Scrips stock above the average price for the day; indeed, all its trades on December 24, 2013 were well above the closing price, generally $0.02 higher. Furthermore, the next trading day, Ironridge allegedly sold 21,-000 shares at $0.152, which was the second highest trading price of the day.' On January 13, 2014, Ironridge sold shares between $0.105 and $0.11; that day, the stock opened at $0.115 and closed at $0.11. Several other sales (of greater volume than Ironridge’ sales) were also made at $0.105. On January 14, 2014, Ironridge sold shares at $0.11 and $0.122, well above the $0.105 opening price. The following day, it sold a substantial number of shares — nearly 200,000 — at $0.115; Scrips shares opened on January 15, 2014 at $0.12 and other traders sold a substantial quantity of Scrips stock at $0.115, $0.116, and $0.118. Finally, on January 23, 2014, Ironridge sold shares between $0.125 and $0.1128 on a day when Scrips shares opened and closed at $0.12.

Even on the days where Ironridge sold Scrips’ shares at or near intraday lows, the data indicate that other traders were selling Scrips shares at or near the same price. On December 9, 2013, for example, Scrips shares opened at $0.175 before a series of sales by traders other than Iron-ridge drove the share price down to $0.16. Ironridge then sold 7,000 shares at $0,156, 2.000 shares at $0.1494 (the lowest price of the day), and 26,500 shares at $0.1514. Before Ironridge made its largest sale of 26,500 shares, another trader sold 10,000 Scrips shares at $0.15. Within 90 minutes of these trades, other entities sold 2,062 shares at $0,154, 18,000. shares at $0,156, and 4000 shares, at $0.158. On December 11, 2013, Ironridge sold shares at $0,145, $0.1455, . $0.15, $0,155, and $0.1491. Before it executed its first trade, another trader sold 9,000 Scrips shares at $0.145 — the lowest sale price for any of the Ironridge trades. Other traders sold Scrips shares at the same prices Ironridge did. Moreover, Ironridge’s final trade of 10,000 shares at $0,155 was executed at 3:38 PM; thereafter, other trades were executed at $0.1475 and at the closing price of $0.15. It is true that on December 17, 2013, Ironridge sold 1,000 shares at $0.10, the intraday low; it did so within two minutes of others sales in much higher quantities (42,025 and 5,000 shares) at $0.11, however. Another trader sold 35.000 share at $0,102 four minutes later. In short, although certain of Ironridge’s sales were at or near intraday lows, they are not inherently suspect because they are in line with other sales and overall trading patterns on the days in question. See ATSI I, 357 F.Supp.2d at 719 (“Although a change in stock price or trading volume favorable to the defendants is relevant to whether a manipulation occurred, it does not, without more, give rise to an inference of fraud”).

Further eroding Scrips’ theory is the fact Ironridge did not sell any shares on December 16, 2013. Despite that fact, Scrips shares opened at $0.14 and closed at $0.13 following an intraday low of $0,122; this is a trading range that is substantially similar to the range at which the stock traded on days Scrips contends Ironridge was manipulating, its stock. Again on December 18, 2013, Scrips shares fluctated between an opening price of $0,131, an intraday low of $0.1075, and a closing price of $0.124. Ironridge sold no shares on December 30 and 31, 2013, when Scrips shares trade