MEMORANDUM & ORDER Plaintiff Nutriband, Inc. (“Nutriband”) brings this action against Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy (the “Individual Defendants”), Advanced Health Brands, Inc., and TD Therapeutic, Inc. (the “Corporate Defendants”) (collectively “Defendants”) alleging violations of Section 10(b), Rule 10b-5, and Section 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §78j(b), and common law fraud. (See Compl. (Dkt. 1).) Before the court is the Individual Defendants’ motion to dismiss Nutriband’s claims pursuant to Federal Rules of Civil Procedure 12(b)(2) and 12(b)(6). (See Mot. to Dismiss (“Mot.”) (Dkt. 28).) For the reasons stated below, the Individual Defendants’ motion is DENIED. I. BACKGROUND Nutriband is a company principally engaged in the development of a portfolio of transdermal pharmaceutical products. (Compl. 15.) These products are patches that adhere to the skin and through which various ingredients (such as health supplements or other pharmaceuticals) pass over time, providing an alternative delivery mechanism to traditional oral tablets. (Id. 22.) As of 2016, Nutriband’s transdermal patch line solely consisted of over-the-counter nutritional health supplements and did not include patches containing pharmaceutical ingredients. (Id. 24.) However, Nutriband was interested in expanding its business and product lines to include pharmaceutical patches. (Id.) In December 2016, Defendant Kalmar sent an unsolicited email to Nutriband inquiring whether Nutriband was interested in entering into a partnership with the Corporate Defendants. (Id. 25.) Kalmar, who held himself out as the CEO of the Corporate Defendants, explained in his email that the Corporate Defendants were sister-healthcare companies with a focus on developing transdermal patch delivery technology for drugs, vitamins, and minerals. (Id. 26.) Kalmar further wrote that the Corporate Defendants had a network of independent sales representatives with connections at health food stores and independent pharmacies. (Id. 27.) Given Kalmar’s representations and Nutriband’s interest in expanding into pharmaceutical patches, Nutriband entered into partnership discussions with the Corporate Defendants. (Id. 30.) Nutriband alleges that throughout these discussions, Kalmar made false and misleading statements about, inter alia, the existence of a team of sales representative with contacts across the United States; an imminent deal with Home Depot in which Home Depot would purchase 1.2 million insect repellant patches from the Corporate Defendants; the scope of the Corporate Defendants’ leadership team, including representing that the Corporate Defendants had a CFO; the existence of “doing-business-as” (“DBA”) business units within the companies; an existing customer base; and significant projected sales revenue. (See Id.
31-59.) Nutriband also alleges that, throughout the partnership negotiations, Kalmar failed to disclose his criminal history when describing his qualifications and experience in the industry. (Id.
