What changed in this filing

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Item 1. Legal Proceedings

2022-10-07 compared with 2022-07-18 · 46 added, 43 removed, 31 unchanged (74% of the section changed)

16 unchanged sentences

The remaining balance of approximately $171,000

is to be paid no later than September 1, 2022, and accrues interest of 10% per annum until paid.

is to be paid no later than March 1, 2023, and accrues interest of 10% per annum until paid.

Since July 2017 the Company has been engaged in

9 unchanged sentences

$3 million of which was originally

to be paid in June 2022, and subsequently extended to July 2022, after which, interest will accrue on the unpaid balance at a rate of

6%, compounded annually.

All amounts, including all accrued interest, are to be paid no later than eight years from the date of the initial

The Kopple Parties have also received seven-year warrants to purchase up to an aggregate of approximately 3.3 million shares

of our common stock at a price of $0.85 per share.

The settlement also provides for standard mutual general release provisions and includes

customary representations, warranties, and covenants, including certain increases in the amount payable to the Kopple Parties and the

right of such parties to enter judgment against the Company if the Company remains in uncured default in its payment obligations under

the settlement.

As of the date of this report, the Company has not yet paid the full $3,000,000 installment due to Kopple;

a partial payment in June 2022.

On March 26, 2019, various stockholders of the

Company controlling a combined total of more than 27.5 million shares delivered a signed written consent to the Company removing Ronald

Buschur as a member of the Company’s Board and electing Cipora Lavut as a director of the Company.

On March 27, 2019, those same

stockholders delivered a further signed written consent to the Company removing William Anderson and Si Ryong Yu as members of the Company’s

Board and electing Robert Lempert and David Mann as directors of the Company.

These written consents represented a majority of the outstanding

shares of the Company’s common stock as of March 26, 2019 and March 27, 2019, respectively.

Because of Aura’s refusal

to recognize the legal effectiveness of the consents, on April 8, 2019 the stockholders filed suit in the Court of Chancery of the

State of Delaware pursuant to Section 225 of the Delaware General Corporations Law, seeking an order confirming the validity of the

consents and declaring that Aura’s Board consists of Ms.

Douglas and Mr.

Diaz-Versón, Jr.

On July 8, 2019 the Court of Chancery entered final judgment in favor of the stockholder plaintiffs, confirming that (a) Ronald Buschur,

Si Ryong Yu and William Anderson had been validly removed by the holders of a majority of the Company’s outstanding stock acting

by written consent (b) Ms.

Lempert had been validly elected by the holders of a majority of the Company’s

outstanding stock acting by written consent, and (c) the Company’s Board of Directors validly consists of Cipora Lavut, David Mann,

Robert Lempert, Gary Douglas and Salvador Diaz-Versón, Jr.

As a result of prior management’s unsuccessful opposition to this

stockholders’ action filed in the Court of Chancery, such stockholders may be potentially entitled to recoup their litigation costs

from the Company under Delaware’s corporate benefit doctrine and/or other legal provisions.

To-date, no final determination has

been made as to the amount of recoupment, if any, to which such stockholders may be entitled.

In July 2022, Melvin Gagerman, our former CEO and CFO, brought suit

against the Company relating to a 2014 unsecured demand note in the original amount of $82,000.

With interest, Gagerman claims to now

be owed a total of approximately $150,000.

The Company disputes that this note is presently enforceable against the Company and that the

demanded amount is owed to Gagerman.

to be paid in June 2022, and subsequently amended to extend the initial installment to November 2022, after which, interest will accrue

on the unpaid balance at a rate of 6%, compounded annually.

All amounts, including all accrued interest, are to be paid no later than

eight years from the date of the initial payment.

The Kopple Parties have also received seven-year warrants to purchase up to an aggregate

of approximately 3.3 million shares of our common stock at a price of $0.85 per share.

The settlement also provides for standard mutual

general release provisions and includes customary representations, warranties, and covenants, including certain increases in the amount

payable to the Kopple Parties and the right of such parties to enter judgment against the Company if the Company remains in uncured default

in its payment obligations under the settlement.

As of the date of this report, the Company has not yet paid the full $3,000,000 installment

due to Kopple;

having made a partial payment of $150,000 in June 2022.

In March 2019, various stockholders of the Company

controlling a combined total of more than 27.5 million shares delivered signed written consents to the Company removing Ronald Buschur,

William Anderson, and Si Ryong Yu as directors of the Company’s Board and electing Cipora Lavut, David Mann and Dr.

Robert Lempert

as directors in their stead.

These written consents represented a majority of the then-outstanding shares of the Company’s

common stock.

Because of the refusal by not only the removed directors but also Aura’s prior management to recognize the legal effectiveness

of the consents, in April 2019 the stockholders filed suit in the Court of Chancery of the State of Delaware pursuant to Section 225

of the Delaware General Corporations Law, seeking an order confirming the validity of the consents.

On July 8, 2019 the Court of Chancery

entered final judgment in favor of the stockholder plaintiffs, confirming that (a) Ronald Buschur, Si Ryong Yu and William Anderson had

been validly removed by the holders of a majority of the Company’s outstanding stock acting by written consent (b) Ms.

Lempert had been validly elected by the holders of a majority of the Company’s outstanding stock acting by written

consent, and (c) the Company’s Board of Directors validly consists of Cipora Lavut, David Mann, Robert Lempert, Gary Douglas and

Salvador Diaz-Versón, Jr.

As a result of prior management’s unsuccessful opposition to this stockholders’ action filed

in the Court of Chancery, such stockholders may be potentially entitled to recoup their litigation costs from the Company under Delaware’s

corporate benefit doctrine and/or other legal provisions.

To date, no final determination has been made as to the amount of recoupment,

if any, to which such stockholders may be entitled.

In June 2022, Melvin

Gagerman, the Company’s former CEO and CFO whose employment with Aura was permanently terminated in July 2019, brought suit against

the Company for repayment of an allegedly unsecured demand promissory note presumably in the principal amount of $82,000 which he claims

was entered into in April 2014 and bears interest at a rate of 10% per annum.

Despite the fact that, based on Gagerman’s allegations,

the note was issued during a period when he was the Company’s CEO, CFO, Corporate Secretary and Chairman of Aura’s Board of

Directors, Gagerman has stated that he does not possess a copy of the alleged promissory note.

The Company disputes that any amount is

presently owed to Gagerman and has filed a cross-complaint against him for, among things, conversion, violation of California Business

& Professions Code §17200, and various breaches of fiduciary duty that the Company believes Gagerman committed against Aura,

including without limitation, Gagerman’s actions in opposing the valid 2019 stockholder consent action.

In addition to the other information set forth

2 unchanged sentences

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