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Item 3. Legal Proceedings

2026-03-12 compared with 2025-04-02 · 73 added, 36 removed, 25 unchanged (81% of the section changed)

21 unchanged sentences

Devanur’s criminal case.

We intend to vigorously contest this

Devanur is vigorously contesting

this petition.

Malpractice Lawsuit

On July 13, 2023, the Company filed a complaint in Franklin County,

Ohio, against Buchanan, Ingersoll & Rooney, PC (“Buchanan”), Rajiv Khanna (“Khanna”) and Brian S.

North (“North,”

together with Buchanan and Khanna, the “Buchanan Legal Counsel”).

The complaint alleges that the Buchanan Legal Counsel failed

to provide proper and timely legal advice during the Company’s Tier 2 Regulation A offering, resulting in late Blue Sky notice filings

with all required states prior to the Company offering and selling securities in those states.

As a result, the Company was subject to

a number of inquiries, investigations, and subpoenas by the various states, incurring significant legal fees and fines, lost opportunity

due to pausing its Regulation A campaign, in addition to the loss of a $20 million institutional investment.

The Company is seeking the

forfeit of all legal fees associated with this matter, the award of legal fees to bring this matter to action, and further legal and equitable

relief as the Court deems just and proper.

In response to the counterclaims filed by the Buchanan Legal Counsel on August 16, 2023, the

Company has denied the allegations made therein, asserting that they lack merit and are either insufficiently supported or entirely untrue.

The Company contends that any damages claimed by the defendants arise from their own negligence and failure to meet their contractual

At this time, the Company cannot predict the eventual scope, duration, or outcome of the lawsuit.

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”), claiming that GYBL operated as an unregistered

broker-dealer under the Exchange Act.

We are seeking to void the GEM Warrants, or alternatively, a declaratory judgment determining that

the GEM Warrants’ terms govern the exercise price adjustment calculation rather than the related GEM Agreement’s terms.

January 17, 2025, GYBL moved to dismiss our complaint, and, on March 14, 2025, the Court granted GYBL’s motion to dismiss our complaint

relating to the lawsuit against GYBL.

We are currently evaluating the Court’s decision and all legal rights available to

us, including, but not limited to, appealing the Court’s decision to the United States Court of Appeals for the Second Circuit.

There is no assurance that any such appeal would be successful.

the Court’s dismissal of our complaint, on March 19, 2025, GYBL commenced a separate action against us in the Court (the “GYBL

The GYBL Action concerns the GEM Warrants, and it asserts 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.

We intend to vigorously defend against GYBL’s claims and litigate our legal rights to the fullest extent.

On July 13, 2023, the Company

filed a complaint in Franklin County, Ohio (the “Complaint”), against Buchanan, Ingersoll & Rooney, PC (“Buchanan”),

Rajiv Khanna (“Khanna”) (now deceased) and Brian S.

North (“North,” together with Buchanan and Khanna, the “Buchanan

Legal Counsel”).

The Complaint alleges that the Buchanan Legal Counsel failed to provide proper and timely legal advice during the

Company’s Tier 2 Regulation A offering, resulting in late Blue Sky notice filings with all required states prior to the Company

offering and selling securities in those states.

As a result, the Company was subject to a number of inquiries, investigations, and subpoenas

by the various states, incurring significant legal fees and fines, lost opportunity due to pausing its Regulation A campaign, and the

loss of an institutional investment.

The Company is seeking the forfeit of all legal fees associated with this matter;

certain losses

incurred as the result of the misconduct by the Buchanan Legal Counsel that the Company is legally entitled to recover, including additional

fees and expenses and any damages provable from the loss of the institutional investment;

and further legal and equitable relief as the

Court deems just and proper.

The Buchanan Legal Counsel are vigorously defending the claims by the Company, have asserted a number of

defenses and filed a counterclaim for billed but unpaid fees (the “Counterclaim,” together with the Complaint, the “Lawsuit”).

The Company generally denied the allegations in the Counterclaim and asserted a number of defenses.

The Company contends that any damages

claimed by the Buchanan Legal Counsel arise from their own negligence and failure to meet their contractual and professional obligations.

This case is scheduled to go to trial in late 2026.

The Company cannot guarantee the timing and duration of the trial or eventual outcome

of the claims and defenses by any party in the Lawsuit.

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 under the GEM Agreement, by and among us, GEM, under 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

United States Court of Appeals for the Second Circuit (the “Second Circuit”).

The parties filed a stipulation to

withdraw the appeal pending in the Second Circuit on March 11, 2026.

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.

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.

Securities and

Exchange Board of India Adjudication Order

March 3, 2026, the Securities and Exchange Board of India (“SEBI”) issued an adjudication order (Adjudication Order No.

ORDER/AK/RK/2025-26/32161-32170)

in connection with financial reporting practices of Coffee Day Enterprises Limited (“Coffee Day”), a company listed on the

Bombay Stock Exchange and the National Stock Exchange of India Limited, relating to the accounting treatment of interest on borrowings

under applicable SEBI rules and regulations for certain prior financial periods of Coffee Day, including for the fiscal year periods of

2019-2020 to 2023-2024 and financial results for the fiscal year period of 2019-2020 to 2024-2025.

The order by SEBI imposed a monetary

penalty on certain independent directors and executives of Coffee Day, including a monetary penalty of 300,000 Indian rupees (approximately

$3,260) on Giri Devanur, who served on Coffee Day’s board of directors from December 2020 until October 2024, in connection with

his oversight responsibilities during the relevant periods.

This matter related to certain accounting treatment and disclosure interpretations

at Coffee Day and did not involve allegations of personal misconduct.

The monetary penalty has been addressed in accordance with applicable

MINE SAFETY DISCLOSURES.

1 unchanged sentence

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What changed 10-K

Item 3. Legal Proceedings