9th Cir.

LifeVoxel Virginia SPV, LLC v. LifeVoxel.AI, Inc.

June 17, 2026 ·3:22-cv-01917-GPC-MMP ·Published · By Maria Santos

The Ninth Circuit invited amicus briefs to address the valuation of SAFE Notes and the pleading requirements for loss causation in securities fraud cases involving such instruments. The court sought guidance on whether plaintiffs must prove a conversion event is impossible to establish loss causation under Section ten of the Securities Exchange Act.

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Background

This appeal arises from a securities fraud action in the Southern District of California involving LifeVoxel Virginia SPV, LLC and other plaintiffs against LifeVoxel.AI, Inc. and its executives. The district court previously issued an order regarding the pleading standards for loss causation in the context of SAFE Notes.

The court’s reasoning

The court did not issue a final ruling on the merits but invited amicus curiae to submit letter briefs addressing two specific legal questions. The first question concerns whether and how SAFE Notes can be valued prior to a conversion event, including the use of industry-standard valuation methods. The second question asks whether the district court erred in requiring a plaintiff to plead that a conversion event is impossible to establish loss causation under Section ten of the Securities Exchange Act.

What it means going forward

The order pauses the appellate process to gather expert perspectives on complex securities valuation and pleading standards, potentially influencing future litigation involving SAFE Notes.