17.  Alliance MMA was formed on February 12, 2015 to acquire companies in the  mixed martial arts (“MMA”) industry. The Company aims to create a highly organized feeder  organization to the sport’s highest level of professional competition including The Ultimate  Fighting Championship (UFC), Bellator MMA, World Series of Fighting and other prestigious  MMA promotions worldwide.    18.  On August 16, 2016, the Company filed a registration statement on Form S-1 with  the SEC. The registration statement was subsequently amended, with the final amended  registration statement on Form S-1/A filed on August 30, 2016 (collectively, the “Registration  Statement”). The Registration Statement was declared effected by the SEC on September 2, 2016.   19.  On September 30, 2016, the Alliance MMA acquired the assets and assumed  certain liabilities of six companies. Additionally, the Company acquired a seventh company. The  seven companies consisted of five regional MMA promotion companies, a live MMA video  promotion and content distribution company, and an electronic ticketing platform serving MMA  and other combat sports events.   20.  On or about October 6, 2016, the Company completed its IPO that consisted of a  public sale of a 2,222,308 shares of the Company’s common stock at $4.50 per share.   22.  The Registration Statement, signed by Defendants Danner and Price, provided the  Company’s financial statements for the three and six months ended June 30, 2016, including the  following statements of operations   24.  The Registration Statement also provided the Company’s financial statements for  the six months ended June 30, 2016, including the following statement of operations:   30.  Plaintiffs bring this action as a class action pursuant to Rule 23 of the Federal Rules  of Civil Procedure on behalf of all persons who purchased or otherwise acquired the Company’s  common stock pursuant or traceable to the Registration Statement issued in connection with the  IPO (the “Class”). Excluded from the Class are Defendants and their families, the officers and  directors of the Company, at all relevant times, members of their immediate families and their  legal representatives, heirs, successors, or assigns, and any entity in which Defendants have or had  a controlling interest.   31.  The members of the Class are so numerous that joinder of all members is  impracticable. Throughout the Class Period, Alliance MMA common stock was actively traded on  the NASDAQ. While the exact number of Class members is unknown to Plaintiffs at this time and  can be ascertained only through appropriate discovery, Plaintiffs believe that there are hundreds  or thousands of members in the proposed Class. Record owners and other members of the Class  may be identified from records maintained by Alliance MMA or its transfer agent and may be  notified of the pendency of this action by mail, using the form of notice similar to that customarily  used in securities class actions. Upon information and belief, these shares are held by hundreds if  not thousands of individuals located geographically throughout the country and possibly the world.  Joinder would be highly impracticable.   33.  Plaintiffs have and will continue to fairly and adequately protect the interests of the  members of the Class and have retained counsel competent and experienced in class and securities  litigation. Plaintiffs have no interests antagonistic to or in conflict with those of the Class.   34.  There is a well-defined community of interest in the questions of law and fact  involved in this case. Questions of law and fact common to the members of the Class which  predominate over questions which may affect individual Class members, including:  (a)  whether the Securities Act was violated by Defendants;  (b)  Whether the Registration Statement contained false and misleading  statements of material fact and omitted material information required to be  stated therein;  (c)  To what extent the members of the Class have sustained damages and the  proper measure of damages.    35.  A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the  damages suffered by individual Class members may be relatively small, the expense and burden  of individual litigation make it impossible for members of the Class to individually redress the  wrongs done to them. There will be no difficulty in the management of this action as a class action.  36.  Plaintiffs incorporate by reference each and every preceding paragraph as though  fully set forth herein.    38.  The Registration Statement was inaccurate and misleading, contained untrue  statements of material facts, omitted to state other facts necessary to make the statements made  not misleading, and omitted to state material facts required to be stated therein.   39.  None of the defendants named herein made a reasonable investigation or possessed  reasonable grounds for the belief that the statements contained in the Registration Statement were  true and without omission of any material facts and were not misleading.   40.  By reason of the conduct herein alleged, each defendant violated §11 of the  Securities Act.   41.  Plaintiffs acquired the Company’s stock pursuant and/or traceable to the IPO.   42.  Plaintiffs and the Class have sustained damages. The value of the Company’s  common stock has declined substantially subsequent to and due to defendants’ violations.   43.  At the time of their purchases of the Company’s common stock, Plaintiffs and other  members of the Class were without knowledge of the facts concerning the wrongful conduct  alleged herein and could not have reasonably discovered those facts prior to the disclosures herein.  Less than one year has elapsed from the time that Plaintiffs discovered or reasonably could have  discovered the fact upon which this Complaint is based to the time that Plaintiffs commenced this  action. Less than three years has elapsed between the time that the securities upon which this Count  is brought were offered to the public and the time Plaintiffs commenced this action.   45.  Plaintiffs incorporate by reference and reallege each and every allegation above as  though fully set forth herein.   46.  Plaintiff Derek Riddick purchased 450 shares of Alliance MMA stock through a  subscription agreement in Alliance MMA’s initial public offering.   47.  Pursuant to the subscription agreement executed by Plaintiff Derek Riddick, the  “offering and sale” of Riddick’s shares were “made pursuant to an effective Registration Statement  on Form S-1 (File No. 333-213166) . . . filed under the Securities Act of 1933.”   48.  The prospectus through which Alliance MMA conducted its initial public offering  was incorporated within the registration statement identified in Plaintiff Derek Riddick’s  subscription agreement.   49.  As alleged above, the registration statement pursuant to which Plaintiff Derek  Riddick purchased his shares contained an untrue statement of material fact and/or omitted to state  a material fact necessary in order to make statements therein not misleading.   50.  Network 1 used offered or sold Alliance MMA securities by the use of means or  instruments of transportation or communication in interstate commerce or the mails.   51.  Network 1 used offered or sold Alliance MMA securities by means of a prospectus  or oral communication.   53.  Members of the Class, whom Plaintiffs represent herein, did not know that the  Registration Statement contained untrue statements of material fact and/or omitted to state material  facts necessary in order to make the statements accurate.   54.  Those members of the Class who purchased Allied MMA securities in the initial  public offering directly from Network 1 have sustained damages as a result of the untrue  statements of material facts and omissions in the Registration Statement, for which they hereby  elect to rescind and tender their shares of Alliance MMA common stock in return for the  consideration paid for Alliance MMA common stock with interest or seek rescissory damages.   55.  This claim was brought within the applicable statute of limitations.   56.  By virtue of the foregoing, Network 1 has violated Section 12(a)(2) of the Securities  Act, 15 U.S.C. §77l(a)(2).  57.  Plaintiffs incorporate by reference and realleges each and every allegation above as  though fully set forth herein.   58.  This Count is brought pursuant to §15 of the Securities Act against the Individual  Defendants.   59.  The Individual Defendants each were control persons of the Company by virtue of  their positions as directors and/or senior officers of the Company.   61.  None of the Individual Defendants made reasonable investigation or possessed  reasonable grounds for the belief that the statements contained in the Prospectus and Registration  Statement were accurate complete in all material respects. Had they exercised reasonable care,  they could have known of the material misstatements and omissions alleged herein.    62.  This claim was brought within one year after the discovery of the untrue statements  and omissions in the Prospectus and Registration Statement and within three years after the  Company’s securities were sold to the Class in connection with the IPO. It is therefore timely.    63.  By reason of the above conduct, for which the Company’s is primarily liable, as set  forth above, the Individual Defendants are jointly and severally liable with and to the same extent  as the Company’s pursuant to Section 15 of the Securities Action, 15 U.S.C. 77o.   For Violation of Section 11 of the Securities Act   (Against All Defendants)   For Violation of Section 12 of the Securities Act  (Against Network 1)   For Violation of Section 15 of the Securities Act  (Against the Individual Defendants)   I.  Company Background  