Item 1. Legal Proceedings
ITEM
1.
LEGAL
PROCEEDINGS.
For
a description of our legal proceedings, see Note 10 – Commitments and Contingencies – Litigation, Disputes, and Settlements
in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
The
Farkas Group, Inc. (“FGI”), a Florida corporation whose principal is former Company CEO Michael D. Farkas, filed a
demand for arbitration on April 1, 2024, alleging that the Company owes FGI commissions pursuant to a November 17, 2009 commission
agreement between the parties. The Company filed an answer denying the claim and counterclaimed against FGI, Mr. Farkas, and one of
his companies, NextNRG Holdings (“NEXT”), alleging that FGI, Mr. Farkas, and NEXT are in violation of non-compete
agreements. NEXT later filed a petition with the Florida Superior Court to stay the arbitration as to NEXT. The Florida Court denied
NEXT’s petition, and the arbitration resumed in March 2025. The arbitration hearing occurred in August 2025. In October 2025,
the Arbitrator issued an interim award which requires the Company to provide an accounting within 90 days applying the
Arbitrator’s determinations regarding the Commission Agreement. The Company anticipates that the accounting will result in a
final award of less than $100,000 with an ongoing obligation to pay a de minimis monthly amount that is expected to decline to zero over time. The Arbitrator denied the
Company’s claim for injunctive relief. The Arbitrator declined to award attorneys’ fees to either party.
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