Item 1. Legal Proceedings
ITEM
1. LEGAL PROCEEDINGS.
For
a description of our legal proceedings, see Note 7 – Commitments and Contingencies – Litigation, Disputes, and Settlements
in Part I, 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 amount of commission was not stated but application of the theories articulated in the pleading would have
required payment of more than $20 million in commissions. 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 rejected many of the theories advocated by FGI and
requires the Company to provide an accounting within 90 days applying the Arbitrator’s determinations regarding the Commission
Agreement. The Arbitrator denied the Company’s claim for injunctive relief. The Arbitrator declined to award attorneys’
fees to either party. The Company later prepared the accounting which resulted in a final award requiring the Company to pay
approximately $72,000, plus quarterly commissions on revenue derived from certain chargers installed prior to June 30, 2017. The
Company estimates the quarterly payments will be less than $10,000 per quarter, declining over time to zero. The first payment
was approximately $10,000 and paid in April 2026.
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