According to the Complaint, Groupon offers a marketplace that connects consumers to merchants through mobile applications and websites. Historically, Groupon operates in three categories: Local, which comprises subcategories of local experiences, including events and activities, health and beauty, food and drink, home and garden, and automotive; Goods, which includes product revenue from merchandise inventory sold directly to customers and service revenue from thirdparty merchants who sell products using Groupon marketplaces; and Travel, which offers hotels, airfare and package deals at discounted and market rates.

The Complaint alleges that throughout the Class Period, Defendants 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 the Company was experiencing fewer customer engagements in its Goods category; (2) that Groupon relied on its Goods category to drive its sales, especially during the holiday season; (3) that, as a result of the foregoing, the Company was likely to experience reduced sales; and (4) 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.