What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2025-06-13 compared with 2024-06-04 · 61 added, 58 removed, 42 unchanged (74% of the section changed)

LEGAL PROCEEDINGS

We are subject to

the legal proceedings and claims discussed below as well as certain other legal proceedings and claims that have not been fully resolved

and that have arisen in the ordinary course of business.

Our management evaluates our exposure to these claims and proceedings individually

and in the aggregate and evaluates potential losses on such litigation if the amount of the loss is estimable and the loss is probable.

However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty.

Although management

considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company for

amounts in excess of management’s expectations, the Company’s financial statements for that reporting period could be materially

adversely affected.

The Company settled certain matters subsequent to year end that did not individually or in the aggregate, have a

material impact on the Company’s financial condition or operating results.

We are subject to the legal

proceedings and claims discussed below as well as certain other legal proceedings and claims that have not been fully resolved and that

have arisen in the ordinary course of business.

Our management evaluates our exposure to these claims and proceedings individually and

in the aggregate and evaluates potential losses on such litigation if the amount of the loss is estimable and the loss is probable.

the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty.

Although management considers

the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company for amounts in

excess of management’s expectations, the Company’s financial statements for that reporting period could be materially adversely

The Company settled certain matters subsequent to year end that did not individually or in the aggregate, have a material impact

on the Company’s financial condition or operating results.

In 2017, the Company’s

2 unchanged sentences

reached a settlement by which the Company agreed to pay approximately $330, representing the principal award plus accrued interest.

of the time of this filing, the Company has paid the full $330 toward the settlement amount.

Between July 2017 and

March 2022, the Company was engaged in litigation with a former director, Robert Kopple, relating to more than $13 million and the

current equivalent of the approximately 23 million warrants, exercisable for seven years at a price of $0.10 per share, which Mr.

Kopple and his affiliated entities (collectively the “Kopple Parties”) claimed should have been originally issued to

them pursuant to various agreements with the Company entered to between 2013-2016.

In March 2022, the Company reached a settlement

with the Kopple Parties that resolved all claims asserted against the Company without any admission, concession or finding of any

fault, liability or wrongdoing on the part of the Company.

Under the terms of the settlement, the Company agreed to pay an aggregate

amount of $10 million over a period of seven years, including $3 million initial payment to be paid in June 2022.

$150 was paid in

June 2022, and the balance of the initial payment of $2.85 million was extended to May 29, 2023, In exchange for the extension, the

Company was required to pay $165 in extension and forbearance fees in cash and $430 in accrued forbearance fees.

January 2023, interest accrues on the unpaid balance at a rate of 6%, compounded annually.

All amounts, including all accrued

interest and deferred fees, 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

fiscal 2024, the Company has paid the full $330 toward the settlement amount.

Between July 2017 and March

2022, the Company was engaged in litigation with a former director, Robert Kopple, relating to more than $13 million and the current equivalent

of the approximately 23 million warrants, exercisable for seven years at a price of $0.10 per share, which Mr.

Kopple and his affiliated

entities (collectively the “Kopple Parties”) claimed should have been originally issued to them pursuant to various agreements

with the Company entered to between 2013-2016.

In March 2022, the Company reached a settlement with the Kopple Parties that resolved all

claims asserted against the Company without any admission, concession or finding of any fault, liability or wrongdoing on the part of

Under the terms of the settlement, the Company agreed to pay an aggregate amount of $10 million over a period of seven years,

including $3 million initial payment to be paid in June 2022.

$150 was paid in June 2022, and the balance of the initial payment of $2.85

million was extended to May 29, 2023, In exchange for the extension, the Company was required to pay $165 in extension and forbearance

fees in cash and $430 in accrued forbearance fees.

Beginning in January 2023, interest accrues on the unpaid balance at a rate of 6%,

compounded annually.

All amounts, including all accrued interest and deferred fees, 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.

During the year ended February

17 unchanged sentences

10 days of the end of each fiscal quarter;

(vi) will require the Company to pay Kopple 20% of any amount raised in new capital in the

form of equity, debt or convertible debt above $3.5 million;

(vii) reduces the exercise price of the warrants granted to Kopple in March

2022 from $0.85 per share to $0.50 per share;

and (vii) extends the warrant expiration date from March 8, 2029, to March 31, 2031.

The Company will account for this amendment in the first quarter ended March 31, 2024, for fiscal year 2025.

toward the outstanding debt reduction (vi) will require the Company to pay Kopple 20% of any

amount raised in new capital in the form of equity, debt or convertible debt above $3.5 million toward the outstanding debt reduction;

(vii) reduces the exercise price of the warrants granted to Kopple in March 2022 from $0.85 per share to $0.50 per share;

and (vii) extends

the warrant expiration date from March 8, 2029, to March 31, 2031.

The principal payment of $2 million was extended to March 31,

2025, for $100,000.

Subsequently the principal payment was extended to the end of June 2025 for an additional $100,000 payment.

On March 26, 2019, various

12 unchanged sentences

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.

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.

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.

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.

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.

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 in the principal amount of $82 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 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 in the principal amount of $82 which he claims was entered into in April 2014 and bears interest at a rate of 10%

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 October 2024 the Company settled all disputes with Gagerman at zero cost to the Company.

MINE SAFETY DISCLOSURES

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-K

Item 3. Legal Proceedings