Bioness Stockholder Settlement

The Notice is intended to inform Bioness stockholders about a pending legal action, a proposed settlement, and their rights regarding a Settlement Hearing scheduled for May 8, 2026, at the Court of Chancery in Sussex County, Delaware. The hearing will address several issues, including class certification, the fairness of the proposed settlement, possible approval of a plan for distributing settlement funds, legal fees, and any objections from stockholders. The Court may change the hearing date or approve the settlement with modifications without additional notice.

This website provides an overview of a legal action involving Bioness, Inc., a medical device company founded in 2004 by Alfred Mann. Plaintiffs claim that, following Mann's death in 2016, control of the company and its finances became concentrated with the Mann Trust and Mann Group, whose trustees also managed Bioness's affairs. The company was eventually acquired by Bioventus Inc. in 2021 after a merger process that Plaintiffs claimed was unfair and favored controlling interests.

Teuza, a minority stockholder, initiated a class action lawsuit alleging multiple breaches of fiduciary duty, unjust enrichment, promissory estoppel, and breach of contract against the Mann Trust, Mann Group, Bioventus, certain directors, and counsel. The claims centered on alleged actions by the defendants to block alternative funding and acquisition proposals, forcing a sale under unfavorable terms for minority shareholders, and denying them their entitled share of merger proceeds unless they signed a release of claims.

The case underwent substantial litigation, including motions to dismiss, discovery exchanges, depositions, and the addition of new plaintiffs. Several claims and defendants were dismissed by the court, but others remained. After extensive mediation, the parties reached a settlement agreement in principle in November 2025, with formal stipulation filed in January 2026.

Importantly, the document clarifies that this summary is not a court finding or opinion on the merits of any claims or defenses, but is intended solely to inform stakeholders of the action and proposed settlement so they may make informed decisions regarding their involvement.

Plaintiffs and their counsel believe their claims in this case have merit, but have agreed to a settlement that provides significant and immediate benefits to the class. They considered the risks, uncertainties, costs, and potential delays of continued litigation and determined that the settlement is fair, reasonable, and in the best interests of the class. This decision is not an admission of any flaws in their claims. Defendants deny all allegations of wrongdoing or liability and do not admit any fault or damages by entering into the settlement. The settlement is intended to resolve the claims without any admission of liability or wrongdoing by the defendants.

The Settlement terms are detailed in a Stipulation filed with the Court and available here. The Settlement, which must be approved by the Court to take effect, involves a payment of $8,900,000 by the Mann Defendants or their insurance carriers. This amount will be placed in an escrow account and, after deductions for taxes, costs, and fees, will be distributed to eligible class members according to a Court-approved plan of allocation. Distribution will only occur after all legal appeals or reviews have concluded. Once the Court’s approval is final, no defendant or insurer can reclaim any part of the Settlement Fund. Defendants are not responsible for administering or distributing the funds. Approval of the Settlement is separate from approval of the allocation plan; changes to the allocation plan will not affect the Settlement’s finality.

Minority stockholders involved in the Bioness Merger were required to sign a Letter of Transmittal to receive their portion of the $5 million allocated to them. This letter included a release of claims related to their status as stockholders. Approximately $900,000 of this payment was not distributed and has been added to the Settlement Fund. Distribution of the Settlement Fund is as follows: 10% will go exclusively to stockholders who did not sign the Letter of Transmittal or receive any prior payment, while the remaining 90% will be split, with 95% allocated to those who did not sign and 5% to those who did. Payments are based on shares held as of March 30, 2021, and stockholder information will be used for distribution. No claim forms are required for eligible stockholders to receive their share.

If the Settlement is approved, the Court will issue a final judgment certifying a class of Bioness common stockholders as of March 30, 2021, excluding certain parties such as Defendants and their affiliates. The Settlement terms will go into effect, and the lawsuit will be dismissed with prejudice. Both Plaintiffs and Defendants, along with their successors and related parties, will release all claims related to the Merger, Mann Group’s loans to Bioness, and related matters, including any unknown claims, except for those to enforce the Settlement. This includes waiving rights under California law and similar laws that protect unknown claims. All proceedings in the case will be paused until the Court makes a final decision, and Bioness stockholders are barred from pursuing related claims during this period.

Plaintiffs’ attorneys will seek up to $2,225,000 in legal fees and up to $500,000 in reimbursed expenses from the Settlement Fund. Plaintiffs will also ask the Court for service awards to recognize their contributions, which will be paid from the attorneys’ fees and expenses and will not affect Class Member payments. The Court’s decisions on these requests will not impact the Settlement’s validity.

A Settlement Hearing regarding the proposed Settlement will take place on May 8, 2026, at 1:30 p.m. before the Honorable Bonnie W. David at the Court of Chancery, Sussex County, Delaware. At this hearing, the Court will consider approval of the Settlement, certification of the Class for settlement purposes, the fairness of the plan of allocation, objections, and requests for attorneys’ fees and service awards. The Court may change the hearing date or make modifications to the Settlement without further notice, so interested parties are encouraged to monitor the Court’s docket or contact Plaintiffs’ counsel to confirm details. Class members who wish to object must submit written objections and supporting materials to the Court and serve them on listed counsel no later than fourteen (14) days before the hearing.

Brokerage firms, banks, and/or other persons or entities who, as of March 30, 2021, held shares of the stock of Bioness for the benefit of others are directed to either (a) promptly request from the Settlement Administrator listed below sufficient copies of this Notice to forward to all such beneficial owners and after receipt of the requested copies promptly forward such Notices to all such beneficial owners; or (b) promptly provide a list of the names and addresses of all such beneficial owners to the Settlement Administrator listed below, after which the Settlement Administrator will promptly send copies of the Notice to such beneficial owners. Any request for copies of the Notice and any provision of beneficial owner lists may be made to the Settlement Administrator listed below:

This website does not purport to be a comprehensive description of the Action, the allegations related thereto, or the terms of the Settlement. For more detailed information about the matters involved in the Action, you may view the papers on file in the Action, including the Stipulation, during regular office hours at the Office of the Register in Chancery in the Court of Chancery of the State of Delaware, 500 North King Street, Wilmington, Delaware 19801. If you have questions regarding the Settlement, you may write Plaintiffs’ counsel at the addresses set forth in FAQ 8 above.