16.  Stemline is presently conducting an ongoing pivotal Phase 2 trial in blastic  plasmacytoid dendritic cell neoplasm (“BPDCN”), using Stemline’s experimental compound,  SL-401. At present, BPDCN has no approved treatment.   17.  On January 18, 2017, a cancer patient in a Stemline clinical trial tied to SL-401  died from a severe side effect.   18.  On January 20, 2017, Stemline commenced the Offering, offering 4.5 million  shares of its common stock at $10.00 per share, with expected gross proceeds to Stemline of $45  million.   19.  On January 20, 2017, Stemline filed a Form 424B5 with the SEC, containing  Stemline’s Prospectus Supplement, dated January 20, 2017, for the Offering (the “Prospectus”  and together with the Registration Statement, the “Offering Documents”).  Materially False and Misleading  Statements Issued During the Class Period   29.  Plaintiff brings this action as a class action pursuant to Federal Rule of Civil  Procedure 23(a) and (b)(3) on behalf of a class consisting of all persons other than defendants  who acquired Stemline securities publicly traded during the Class Period, and/or pursuant and/or  traceable to the Offering, and who were damaged thereby (the “Class”). Excluded from the Class  are Defendants, the officers and directors of Stemline, members of the Individual Defendants’  immediate families and their legal representatives, heirs, successors or assigns and any entity in  which Officer or Director Defendants have or had a controlling interest.   31.  Plaintiff’s claims are typical of the claims of the members of the Class as all  members of the Class are similarly affected by defendants' wrongful conduct in violation of  federal law that is complained of herein.   32.  Plaintiff will fairly and adequately protect the interests of the members of the  Class and has retained counsel competent and experienced in class and securities litigation.  Plaintiff has no interests antagonistic to or in conflict with those of the Class.   34.  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.   35.  Plaintiff will rely, in part, upon the presumption of reliance established by the  fraud-on-the-market doctrine in that:  •  Stemline shares met the requirements for listing, and were listed and  actively traded on NASDAQ, a highly efficient and automated market;  •  As a public issuer, Stemline filed periodic public reports with the SEC and  38.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein.   39.  This Count is asserted against Defendants is based upon Section 10(b) of the  Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder by the SEC.   40.   During the Class Period, Defendants, individually and in concert, directly or  indirectly, disseminated or approved the false statements specified above, which they knew or  deliberately disregarded were misleading in that they contained misrepresentations and failed to  disclose material facts necessary in order to make the statements made, in light of the  circumstances under which they were made, not misleading.   41.  Defendants violated §10(b) of the 1934 Act and Rule 10b-5 in that they:  •  employed devices, schemes and artifices to defraud;  •  made untrue statements of material facts or omitted to state material facts  necessary in order to make the statements made, in light of the  circumstances under which they were made, not misleading; or  •  engaged in acts, practices and a course of business that operated as a fraud  or deceit upon plaintiff and others similarly situated in connection with  their purchases of Stemline securities during the Class Period.   43.   Individual Defendants, who are the senior officers and/or directors of the  Company, had actual knowledge of the material omissions and/or the falsity of the material  statements set forth above, and intended to deceive Plaintiff and the other members of the Class,  or, in the alternative, acted with reckless disregard for the truth when they failed to ascertain and  disclose the true facts in the statements made by them or other Stemline personnel to members of  the investing public, including Plaintiff and the Class.   44.  As a result of the foregoing, the market price of Stemline securities was  artificially inflated during the Class Period. In ignorance of the falsity of Defendants’ statements,  Plaintiff and the other members of the Class relied on the statements described above and/or the  integrity of the market price of Stemline securities during the Class Period in purchasing  Stemline securities at prices that were artificially inflated as a result of Defendants’ false and  misleading statements.   46.   As a result of the wrongful conduct alleged herein, Plaintiff and other members  of the Class have suffered damages in an amount to be established at trial.   47.  By reason of the foregoing, Defendants have violated Section 10(b) of the 1934  Act and Rule 10b-5 promulgated thereunder and are liable to the plaintiff and the other members  of the Class for substantial damages which they suffered in connection with their purchase of  Stemline securities during the Class Period.  48.  Plaintiff repeats and realleges each and every allegation contained in the  foregoing paragraphs as if fully set forth herein.   49.  During the Class Period, the Individual Defendants participated in the operation  and management of Stemline, and conducted and participated, directly and indirectly, in the  conduct of Stemline’s business affairs. Because of their senior positions, they knew the adverse  non-public information about Stemline’s misstatement of revenue and profit and false financial  statements.   50.  As officers and/or directors of a publicly owned company, the Individual  Defendants had a duty to disseminate accurate and truthful information with respect to  Stemline’s financial condition and results of operations, and to correct promptly any public  statements issued by Stemline which had become materially false or misleading.   52.  By reason of the above conduct, the Individual Defendants are liable pursuant to  Section 20(a) of the Exchange Act for the violations committed by Stemline.  53.  Plaintiff repeats and realleges each and every allegation contained above.   54.  The Offering Documents for the Offering 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.    55.  Stemline is the registrant for the Offering. Defendants are responsible for the  contents of the Offering Documents based upon their status as directors of the Company or  because they signed or authorized the signing of the Registration Statement on their behalf  pursuant to Sections 11(a)(1)-(3) of the Securities Act.    56.  As issuer of the shares, Stemline is strictly liable to Plaintiff and the Class for the  misstatements and omissions.   58.   By reasons of the conduct herein alleged, each Defendant named in this Count  violated Section 11 of the Securities Act.   59.  Plaintiff acquired Stemline shares pursuant to the Offering Documents.   60.  Plaintiff and the Class have sustained damages. The value of Stemline shares has  declined substantially subsequent to and due to Defendants’ violations.   61.  At the times Plaintiff purchased Stemline shares, Plaintiff 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 Offering.  Less than one year  has elapsed from the time that Plaintiff discovered or reasonably could have discovered the facts  upon which this Complaint is based to the time that Plaintiff filed this Complaint. Less than three  years elapsed between the time that the securities upon which this Count is brought were offered  to the public and the time Plaintiff filed this Complaint.    62.  Plaintiff repeats and realleges each and every allegation contained above.   63.  This claim is asserted against the Individual Defendants, each of whom was a  control person of Stemline during the relevant time period.   64.  For the reasons set forth above in the First Claim, above, Stemline is liable to the  Plaintiff and the members of the Class who purchased Stemline shares in the Offering based on  the untrue statements and omissions of material fact contained in the Offering Documents and  Prospectus, pursuant to Section 11 of the Securities Act, and were damaged thereby.   66.  None of the Individual Defendants made reasonable investigation or possessed  reasonable grounds for the belief that the statements contained in the Offering Documents were  accurate and complete in all material respects.  Had they exercised reasonable care, they could  have known of the material misstatements and omissions alleged herein.   67.  This claim was brought within one year after the discovery of the untrue  statements and omissions in the Offering Documents and within three years after Stemline shares  were sold to the Class in connection with the Offering.   68.  By reason of the misconduct alleged herein, for which Stemline is primarily  liable, as set forth above, the Individual Defendants are jointly and severally liable with and to  the same extent as Stemline pursuant to Section 15 of the Securities Act.  Background   For Violations of Section 10(b) And Rule 10b-5 Promulgated Thereunder  Against All Defendants   Violation of Section 11 of the Securities Act  Against All Defendants    Violations of Section 15 of the Securities Act   Against Individual Defendants    Violations of Section 20(a) of the Exchange Act  Against the Individual Defendants  