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KONA > SEC Filings for KONA > Form 8-K on 4-Jun-2009All Recent SEC Filings

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Form 8-K for KONA GRILL INC


4-Jun-2009

Other Events


Item 8.01 Other Events.

As previously reported, during April 2009, Samuel Beren, as trustee for the Samuel Beren Trust, filed a stockholder derivative suit in the Court of Chancery of the State of Delaware. The suit was brought on behalf of Kona Grill, Inc. (the "Company") against the Company's directors and the purchasers of promissory notes of the Company issued on March 5, 2009, and named the Company as a nominal defendant. The complaint alleged that the Company's directors breached their fiduciary duties of loyalty, good faith, and due care to the Company, and that the noteholders aided and abetted such breach, in connection with certain of the Company's recent fundraising efforts. The suit originally sought unspecified damages, interest, reasonable attorneys' fees, expert witness fees, and other costs, and any further relief the court deems just and proper.

During June 2009, the plaintiffs filed an amended complaint that, among other things, eliminated the allegation that the noteholders aided and abetted the alleged breaches of fiduciary duty; seeks to include in the litigation as a class of plaintiffs all owners of the Company's common stock; and seeks to enjoin the Company from effecting the Company's current subscription rights offering, or, if the subscription rights offering is consummated, to rescind and set aside the subscription rights offering.

The Company believes that the allegations in the complaint, including the amended complaint, are without merit and the Company intends to defend vigorously this action.


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