According to the Complaint, through its "end-to-end, built-for-purpose, technology enabled platform," Evolent aligns or partners up with health systems and physicians organizations and provides "integrated, technology-enabled services" and third-party administration ("TPA") to partners "to transition their organization and business model to succeed in value-based payment models."

The Complaint alleges that during the Class Period, Defendants issued a series of false and/or misleading statements and failed to disclose material adverse facts about Evolent's business, operations, and prospects, including Evolent's "partnership" with Passport specifically. Among other things, the Complaint alleges Defendants mispresented and failed to disclose that: (1) Evolent's partnership model did not align the Company's interests with those of its partners, as the model was designed to inflate the Company's revenue by extracting enormous administrative and management fees at the expense of its operating partners such as Passport; (2) Passport was struggling financially, particularly after Kentucky cut its reimbursement rates, and the partnership between Evolent and Passport was becoming increasingly unsustainable; (3) Evolent was draining Passport of functions, employees and money, to such an extent that Passport was left on the verge of insolvency; (4) Passport was conducting a bidding process for several months to sell itself to prevent liquidation; and (5) as a result of the foregoing, Defendants' public statements were materially false and/or misleading and/or lacked a reasonable basis.