The Californer - Stockholder Challenges Luminar's Title to Solfice IP; §220 Action Alleges Undisclosed Inducements

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SAN FRANCISCO - Californer -- Court Filing Alleges Tainted Vote in Solfice–Luminar Deal; Formal Notice Issued to Luminar Board and Any Prospective Purchasers Regarding Disputed Title

Plaintiff alleges Luminar does not have clean title to Civil Maps AI and Mapping Assets."
— Sravan Puttagunta

SAN FRANCISCO, CA, UNITED STATES, November 3, 2025 -- San Francisco, CA — [November 2, 2025] — A former common stockholder of Solfice Research, Inc., Anuj Gupta, has filed a books-and-records action under 8 Del. C. § 220 in the Delaware Court of Chancery (C.A. No. 2024-1296-SEM) to investigate the sale of Solfice's core AI and HD mapping assets to Luminar Technologies, Inc. internally known as "Project Condor."

At issue is whether votes counted to approve the asset sale were tainted by undisclosed compensation and inducements. If proven, plaintiffs contend the purported majority under 8 Del. C. § 271 is invalid, exposing the transaction to rescission, disgorgement, or both.

Former CEO's Affidavit

Gupta's filing includes a sworn affidavit from Sravan Puttagunta, Solfice's former CEO and a major common stockholder. Puttagunta attests he refused to approve the transaction after being personally offered a "significant inducement" in exchange for assigning his proxy to a Solfice fiduciary—without contemporaneous disclosure of valuation, compensation, or related-party terms. "I declined because no meaningful disclosures were provided. What concerns me is that other shareholders may have accepted payouts while the rest of us were asked to vote without disclosure—contrary to 8 Del. C. § 271 and 8 Del. C. § 228(e)."

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The complaint alleges the deal was approved by an approximately 54% "knife-edge" of outstanding shares, such that one or two inducement-driven consents could have flipped the outcome below a lawful majority.

Alleged Defects

Plaintiffs allege: (i) selective, non-public inducements (RSUs, employment agreements, cash) to voting shareholders; (ii) concealed transmittals, board consents, and closing deliverables; and (iii) an invalid § 271 majority. The June 2022 consent file was not signed by Puttagunta, yet the transaction closed.

Luminar's Financial Backdrop and Title Risk

Plaintiffs point to Luminar's recent disclosures, including over $400 million in debt, a missed interest payment on second-lien convertible notes, consideration of "strategic alternatives," and going-concern language in its June 30, 2025 Form 10-Q. Against this backdrop, any attempt to monetize or resell the contested Solfice assets—whether via M&A or a potential § 363 bankruptcy sale—risks transferring assets over which Luminar may lack clean, defensible title.

Formal Notice to Luminar and Prospective Purchasers

This release constitutes formal notice to Luminar, its Board, officers, advisors, counterparties, and any prospective purchasers or financing sources that:

Plaintiffs dispute the validity of the § 271 approval and the clean title purportedly conveyed via "Project Condor."

Any onward transfer, encumbrance, or monetization of the disputed Solfice IP, data, or derivative works may constitute wrongful transfer and subject participants to rescission, constructive trust, disgorgement, and related remedies.

All parties are requested to preserve documents, communications, and ESI—including vote solicitations, consent tallies, transmittals, APA schedules, retention/inducement agreements, employment or RSU grants, Slack/Teams/Email discussions of vote engineering, and closing deliverables—pending resolution in the Delaware Court of Chancery.

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Plaintiffs will notify relevant regulators and potential buyers of the alleged defects and will seek injunctive relief as needed to prevent transfer of disputed assets absent a resolution of title.

SEC Whistleblower Submission

An anonymous SEC submission highlights potential securities-law issues, including: (i) non-disclosure of material RSU or cash compensation offered to shareholder voters; (ii) mismatches between actual payouts and reported stock-based compensation; and (iii) reliance on invalid or improperly secured consents to close a material asset transaction.

Scope of the § 220 Demand

The inspection seeks targeted records relevant to vote integrity: vote transmittals, solicitations, tallies, APA schedules and side letters, executive compensation tied to closing, and closing-process communications. If granted, these materials will guide claims seeking rescission, disgorgement of insider inducements, and injunctions against any transfer or § 363 sale pending cure of title defects.

Procedural Posture and Next Steps

Briefing in the § 220 action is closed and under submission. In light of public signals of financial distress at Luminar and possible asset sales, plaintiffs publish this notice to ensure preservation of evidence and deter downstream transfers that could complicate court-ordered remedies. Plaintiffs are also evaluating plenary claims in Delaware against Solfice fiduciaries, potential claims against Luminar as a knowing participant or wrongful transferee, and creditor status in any Chapter 11 proceeding touching the disputed assets.

Sravan Puttagunta
Stockholder of Solfice Research, Inc