Alira Exposed: Unlawful Business Practices, Fraud & Lawsuits
Learn About the Allegations Against Alira Health and CEO Gabriele Brambilla
UNLAWFUL BUSINESS PRACTICES
Alira Health and Gabriele Brambilla have been accused of a host of unsavory and unlawful business practices by multiple parties. Across several lawsuits, they face legal action for:
Unjust enrichment
Fraudulent concealment
Violation of the Massachusetts Unfair and Deceptive Business Practices Act (M.G.L. c. 93A, §§ 2 and 11)
Fraud and fraudulent inducement
Violation of the duty of good faith in the contract
Falsity of statements and warranties
Negligent misrepresentation
Valuation manipulation
Deceptive business practices
Breach of the Operating Agreement
Violations of the Securities Exchange Act
Breach of contract
Breach of the implied covenant of good faith and fair dealing
Breach of fiduciary duty
MULTIPLE LAWSUITS
Several startup founders whose companies were acquired by Alira Health, under the direction of CEO Gabriele Brambilla, have brought claims alleging deception and fraud. Among them are:
Jerry Harrison, RedCrow co-founder (former member of the Talking Heads and Rock and Roll Hall of Fame inductee)
Alessandro Monterosso, founder of PatchAi and a Forbes 30 Under 30 honoree
A recent court filing in litigation against Brambilla and Alira summarizes his alleged misconduct
“In 2021, Brambilla coordinated the acquisition of four startup companies, including PatchAi. During this process, Brambilla made promises to shareholders and investors regarding the anticipated performance of these startups, including PatchAi, which later were learned to have been exaggerated and unrealistic in order that they would not be met. Then, when the performance goals were inevitably not met, Defendants used that to claim there were grounds upon which to terminate the employment of the startup founders who had joined Alira as part of the sale of their companies. Id. Those terminations – including Plaintiff’s termination – triggered Alira’s putative right to then buy back the startup founders’ shares in Alira for a fraction of what the share price had been previously, due to Defendants’ deceptive suppression of Alira’s stock price at that time.”
WHAT IS ALIRA HEALTH?
Alira Health describes itself as a “global health consultancy.” Its CEO is Gabriele Brambilla. According to litigation filed against Alira and Brambilla, investors in Alira with management representation include Creadev, associated with the Mulliez family of France, and Athos KG, associated with the Strungmann family of Germany.
ADDITIONAL FILINGS REFERENCED
RC Crowd Holdings, LLC, and Brian Smith allege false and misleading representations, failure to provide promised operational funding to RedCrow, and actions that allegedly prevented performance-based payouts.
An investor complaint to the U.S. Securities and Exchange Commission alleges that Alira Health Group Holdings LLC manipulated redemption calculations and failed to adhere to its Operating Agreement, resulting in substantial shareholder losses.
READ THE FILINGS
KEY EXCERPTS
ALESSANDRO MONTEROSSO v. ALIRA HEALTH GROUP HOLDINGS and GABRIELE BRAMBILLA:
“... Brambilla concealed and failed to disclose the extent of Alira’s liabilities, including plans to raise additional capital, which would directly impact Alira’s market capitalization.”
“...under Brambilla’s direction, Alira manipulated its stock price upwards to personally enrich Brambilla and then significantly downward to deprive Plaintiff of the fair consideration for his sale of PatchAi. Defendants’ unfair and deceptive conduct in the acquisition of PatchAi was part of a larger pattern and practice deployed to acquire multiple companies around the same time. Defendants used those acquisitions to drive up Alira’s valuation until Brambilla sold a significant amount of the Alira shares he owned (through an entity known as Leonino), after which time Alira deliberately deflated Alira’s value and took other steps to suppress payouts and other consideration due or belonging to the shareholders who sold their companies to Alira.”
“...Brambilla directly controlled the valuation process at the time of each stock sale, ensuring that Brambilla received top dollar for his shares while other investors received substantially deflated values.”
“...Brambilla made promises to shareholders and investors regarding the anticipated performance of these startups, including PatchAi, which later were learned to have been exaggerated and unrealistic in order that they would not be met. Then, when the performance goals were inevitably not met, Defendants used that to claim there were grounds upon which to terminate the employment of the startup founders who had joined Alira as part of the sale of their companies. Those terminations – including Plaintiff’s termination – triggered Alira’s putative right to then buy back the startup founders’ shares in Alira for a fraction of what the share price had been previously, due to Defendants’ deceptive suppression of Alira’s stock price at that time.”
“...Brambilla confirmed that he was using the valuations of Alira and timing of the Call Notice at his whim to deprive Plaintiff of fair consideration, including during a call on or about June 28, 2023, during which Plaintiff raised concerns that Alira had an ulterior motive to claw back his shares for less than fair value.”
“...In connection with the acts and conduct alleged, Defendants used means and instrumentalities of interstate commerce, including the U.S. mails, interstate telephone communications, and the U.S. banking system, to perpetuate their fraudulent scheme.”
RC CROWD HOLDINGS, ILC, and BRIAN SMITH V. ALIRA HEALTH BOSTON, LLC, ALIRA HEALTH GROUP HOLDINGS LLC, GABRIELE BRAMBILLA, and CARLO STIMAMIGLIO:
“Alira, through its representatives and leadership, including without limitation Brambilla and Stimamiglio, made false and misleading representations and material omissions with the intent to deceive the plaintiffs.”
Alira has failed and refused to honor its promises and representations to support RedCrow with "commercially sufficient funds available as are reasonably necessary for the operations of the Business," as provided in Section 2.13(g) of the Merger Agreement.
As a direct result of Alira's failure to meet its contractual obligations and requirements, RedCrow's ability to meet the revenue thresholds for the Performance Payments was destroyed. The effects of the budgetary shortfall have manifested in multiple ways which have had the combined effect of a substantially delayed, lack-luster rollout, with little to no growth, and no reasonable chance of meeting the Performance Payments goals.”
“Alira's misconduct, as set forth above, has made it impossible for RedCrow to meet the Performance Payment deadlines, and has resulted in a substantial loss of the good will and momentum that RedCrow enjoyed immediately prior the Closing Date.”
“Alira's fraud has made it impossible for Holdings to receive the Performance Payments, and for Smith to receive the contingent compensation in his employment and severance agreements.”
Investor complaint against Alira Health Group Holdings LLC to the U.S. Securities and Exchange Commission:
“Please consider this our formal complaint against Alira Health Group Holdings LLC (hereinafter referred to as the “Company”) due to several serious violations of shareholder rights and contractual obligations that have come to our attention.”
“We urgently request that the Securities and Exchange Commission (“SEC”) conduct a thorough investigation into the following alarming actions taken by the Company against numerous shareholders...”
“The Company arbitrarily calculated a Redemption Value of $245,062.99 for a total of 475,314 shares (or $0.515 per share) pursuant to the Call Notice. This figure appears to be not only unjustified but also inconsistent with the Company’s previous valuation practices in 2022 and 2023. Most importantly, the calculation on the Call Notice from July 31, 2024, results in almost a $2.8MM loss to Mr. Monterosso.”
“The Company intentionally failed to adhere to the terms set forth in the Operating Agreement regarding the determination of Redemption Value.”
“The actions taken by the Company suggest a deliberate attempt to deprive Mr. Monterosso and other shareholders of the true value of his shares by manipulating the Separation Date and artificially decreasing the Fair Market Value component of the Redemption Value of the Shares. Such behavior not only undermines the principles of fair dealing but also raises significant concerns regarding the Company’s financial reporting and valuation practices.”
“In light of these serious concerns, we implore the SEC to conduct a thorough investigation into these matters. We believe that the actions taken by the Company constitute serious violations of securities laws and regulations, as well as breaches of the Operating Agreement. The Company’s actions not only undermine the integrity of the market but also jeopardize investor confidence, which is essential for the proper functioning of the financial system.”