OPINION AND ORDER Plaintiff Chardan Capital Markets, LLC (“Chardan”) has brought this diversity suit, asserting claims for quantum meruit, unjust enrichment, and breach of contract against defendant Northwest Biotherapeutics, Inc. (“Northwest”). Northwest has moved to dismiss the Amended Complaint. (Doc. 33). For the following reasons, Northwest’s motion will be granted.BACKGROUNDChardan provides specialized investment banking and brokerage services, services which include acting as a placement agent for entities seeking to sell specialized financial instruments to investors through private placements. (Amended Complaint (“AC”)5). In December 2016, Northwest and Chardan entered into an agreement, known as the “Placement Agency Agreement” and “the Agreement,” for Chardan to act as Northwest’s exclusive placement agent for a private offering of warrants and common stock. (AC6; Doc. 26-1 at 2). For its services, Chardan was entitled to eight percent of the gross proceeds of the offering. (AC8).The Placement Agency Agreement contains a tail provision, which states as follows:In the event the Offering is completed, during the six months following the termination of the Engagement Letter by and between [Northwest] and [Chardan], dated December 20, 2016, any person or entity listed on Schedule 1 to whom [Chardan] introduced [Northwest], or with whom there have been discussions or negotiations about an investment in [Northwest] during the term of [Chardan's] engagement on behalf of [Northwest], purchases securities from [Northwest], [Northwest] agrees to pay [Chardan] upon the closing of such transaction a cash fee in the amount that would otherwise have been payable to [Chardan] if such transaction occurred during the term of this Agreement.(Doc. 26-1 at 21). Chardan successfully completed the private placement two days after entering into the Placement Agency Agreement. (AC10).Within a few months, Northwest entered into a contract to repurchase $11 million of convertible senior notes held by an investor. (AC11). This repurchase agreement required Northwest to raise capital. (AC12). On March 10, 2017, Northwest purportedly told Chardan that it “intended to use Chardan as its exclusive placement agent to again raise capital” through the private placement of common stock and pre-funded warrants amounting to 28.8 million shares of common stock, which was approximately 15.4percent of Northwest’s equity, in exchange “for the same customary 8percent fee as in the Placement Agency Agreement.” (AC
12, 13; Doc. 34-2 at 19; Doc. 34-3 at 6). Chardan allegedly “immediately went to work” and “swiftly obtained financing commitments from investors of $6.2 [million]” over the next two days, with no investor to acquire more than a five percent interest in Northwest. (AC
