What changed in this filing

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Item 1. Legal Proceedings

2025-11-12 compared with 2025-08-14 · 31 added, 12 removed, 2 unchanged (96% of the section changed)

LEGAL PROCEEDINGS

On November 1, 2024, we filed a lawsuit against GYBL in the United States District Court for the Southern District of New York (the “Court”), pursuant to which we asserted two causes of action:

(i) rescission of the GEM Warrants issued to GYBL pursuant to Section 29(b) of the Exchange Act due to GYBL’s underlying violation of Section 15(a) of the Exchange Act for effecting the GEM Warrants as an unregistered dealer, and (ii) in the alternative, a declaratory judgment that the exercise price adjustment calculation of the GEM Warrants is governed by the terms provided in the GEM Warrants, rather than the terms of the GEM Agreement.

Following a motion to dismiss filed by GYBL on January 17, 2025, the Court granted such motion to dismiss on March 14, 2025.

On April 15, 2025, we filed an appeal of the Court’s decision dismissing our case to the Second Circuit (as defined above).

The briefing schedule at the Second Circuit is being held in abeyance in order to allow two previously filed appeals, filed by two other public companies on identical issues against other similar investors, be resolved first.

On November 1, 2024, we filed a lawsuit against GYBL in the Court ,

pursuant to which we asserted two causes of action:

(i) rescission of the GEM Warrants issued to GYBL pursuant to Section 29(b) of the

Exchange Act due to GYBL’s underlying violation of Section 15(a) of the Exchange Act for effecting the GEM Warrants as an unregistered

dealer, and (ii) in the alternative, a declaratory judgment that the exercise price adjustment calculation of the GEM Warrants is governed

by the terms provided in the GEM Warrants, rather than the terms of the GEM Agreement.

Following a motion to dismiss filed by GYBL on

January 17, 2025, the Court granted such motion to dismiss on March 14, 2025.

On April 15, 2025, we filed an appeal of the Court’s

decision dismissing our case to the Second Circuit.

The briefing schedule at the Second Circuit is being held in abeyance

in order to allow two previously filed appeals, filed by two other public companies on identical issues against other similar investors,

to be resolved first.

However, if and when the appellate briefing moves forward, there is no assurance that it will be successful.

Additionally, following the Court’s grant of GYBL’s motion to dismiss our lawsuit, GYBL filed a separate lawsuit against us, in which GYBL is asserting two causes of action against us:

(1) breach of the terms of the GEM Warrants, and (2) declaratory relief concerning the validity and enforceability of the GEM Warrants.

In addition to the declaratory relief, GYBL is seeking monetary damages in an amount to be determined at trial, specific performance of the GEM Warrants and attorneys’ fees and litigation costs.

On June 9, 2025, we filed a motion to dismiss this lawsuit from GYBL.

GYBL responded to our motion to dismiss on June 23, 2025 asserting that our motion to dismiss should be denied, or, in the alternative, GYBL should be given leave to further amend its complaint.

On June 30, 2025, the Company filed a reply in support of its motion to dismiss.

We intend to continue vigorously defending against GYBL’s claims and litigating our legal rights to the fullest extent.

Additionally, following

the Court’s grant of GYBL’s motion to dismiss our lawsuit, GYBL filed a separate lawsuit against us, in which GYBL is asserting

two causes of action against us:

(1) breach of the terms of the GEM Warrants, and (2) declaratory relief concerning the validity and enforceability

of the GEM Warrants.

In addition to the declaratory relief, GYBL is seeking monetary damages in an amount to be determined at trial, specific

performance of the GEM Warrants and attorneys’ fees and litigation costs.

On June 9, 2025, we filed a motion to dismiss this lawsuit

GYBL responded to our motion to dismiss on June 23, 2025, asserting that our motion to dismiss should be denied, or, in the

alternative, GYBL should be given leave to further amend its complaint.

On June 30, 2025, the Company filed a reply in support of its

motion to dismiss.

On August 21, 2025, the Court granted, in part, our motion to dismiss the amended complaint with respect to GYBL’s

claim for declaratory relief concerning the validity and enforceability of the GEM Warrants.

The Court denied our motion to dismiss

in all other respects.

Following the Court’s partial grant and partial dismissal of our motion to dismiss, we filed an answer to

GYBL’s amended complaint on September 4, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings