The Complaint alleges that the Registration Statement made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, the Complaint alleges Defendants failed to disclose to investors: (1) that Weber was reasonably likely to implement price increases; (2) that, as a result, consumer demand for Weber’s products was reasonably likely to decrease; (3) that, due to the resulting inventory buildup, Weber was reasonably likely to run promotions to “enhance retail sell through”; (4) that the foregoing would adversely impact Weber’s financial results; and (5) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects, were materially misleading and/or lacked a reasonable basis.