No. 19-1964

TIM KARTH,

Plaintiff, Appellant,

ABRAHAM KISWANI; RICHARD J. ERICKSON; RICHARD B. KING, JR.; TERRELL JACKSON,

Plaintiffs,

v.

KERYX BIOPHARMACEUTICALS, INC.; RON BENTSUR; SCOTT A. HOLMES; GREGORY P. MADISON; JAMES OLIVIERO,

Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS

[Hon. Denise J. Casper, U.S. District Judge]

Before

Thompson, Lipez, and Kayatta, Circuit Judges.

Jeffrey Craig Block, with whom Jacob A. Walker, Nathaniel Silver, and Block & Leviton LLP were on brief, for appellant. Laurence Adam Schoen, with whom John F. Sylvia, Geoffrey A. Friedman, and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. were on brief, for appellees. July 9, 2021 [REDACTED OPINION]*

*The full version of this opinion was filed on June 21, 2021, and remains on file, under seal, in the Clerk's Office. THOMPSON, Circuit Judge. Before us on appeal is a dispute between Tim Karth, an investor who lost money when he bought stock that saw its value plummet soon after that purchase, and Keryx Biopharmaceuticals, Inc., and its executives, all of whom allegedly swindled Karth out of his hard-earned cash by misleading him about the likelihood that Keryx would be able to continue to meet demand for its only drug product. Though, at various points, the case contained a myriad of claims and experienced a long procedural history, the parties agree that the entirety of the appeal is resolved by addressing one question: did Keryx sufficiently warn investors about the vulnerability of its manufacturing infrastructure so that Karth knew of the investment risks when he purchased his shares? The district court answered that question in the affirmative and entered judgment for the defendants, denied Karth's motion for class certification, and denied Karth's motion to file a third amended complaint. Reviewing the case with fresh eyes, we affirm.

BACKGROUND

We recite the alleged facts pertinent to our inquiry as contained in Karth's complaint and attachments incorporated therein in the light most favorable to the non-movant, Karth. See Curran v. Cousins, 509 F.3d 36, 43-44 (1st Cir. 2007). Karth's proposed class consists of anyone who purchased Keryx stock from May 8, 2013, through August 1, 2016. Karth himself purchased Keryx

- 3 - stock at the end of that class period, on July 19, 2016. 1 Accordingly, the following recitation of the facts is limited to occurrences during the purported class period, with a particular focus on the events of 2016, the year of Karth's stock purchase and Keryx's supply shortage. We set forth the facts chronologically, interspersing information about manufacturing difficulties with information Keryx made known to the public.

Keryx's Leadership and Manufacturing Process

At all relevant times, Keryx was a Boston-based biopharmaceutical company. The four individual defendants served in different corporate roles. Ron Bentsur was Keryx's CEO. Gregory P. Madison was Keryx's COO starting February of 2014 and took over for Bentsur as CEO at the end of April of 2015. James Oliviero served as CFO for Keryx from May of 2003 until July of 2015, when he was replace