Item 3. Legal Proceedings
Item
3. Legal Proceedings
On
December 22, 2023, an arbitrator rendered a decision in favor of Ramapo Anesthesiologists, PC (“Ramapo”) and granted in part
and denied in part certain claims brought against Origin Healthcare Solutions, LLC; Meridian Medical Management, Inc.; and the Company
for alleged breach of contract and other allegations. Ramapo was awarded mitigation related costs of $117,000. The payment for such an
award was made during the first quarter of 2024. The Company’s portion of the settlement was approximately $32,000 and the insurance
company paid the balance. The Company’s portion was recorded in accrued expenses at December 31, 2023 in the consolidated balance
sheet.
A
former customer filed a complaint against the Company in New Jersey State Court to recover damages claimed to have been caused by the
mishandling of their account. Plaintiff alleged at least approximately $750,000 in damages which was disputed by the Company. The parties
participated in a one-day court-ordered, non-binding arbitration. At that time, the arbitrator awarded Plaintiff $288,750 on its contract
claims, and awarded the Company $21,698 on its cross-claim for unpaid fees. Plaintiff filed to reject this award. The Company previously
filed a partial motion for summary judgment on the alleged punitive damages, but the court denied that motion finding there is an issue
of fact as to whether those can be awarded at trial. The Company filed an offer of judgment for $200,000 during April 2024 which was
accepted and paid in July 2024.
In
connection with a prior acquisition, the seller had alleged that the Company owed approximately $800,000 in transition related costs
to them. The parties agreed to settle the claim for approximately $316,000, which was paid in September 2024.
From
time to time, we may become involved in other legal proceedings arising in the ordinary course of our business. Including the proceedings
described above, we are not presently a party to any legal proceedings that, in the opinion of our management, would individually or
taken together have a material adverse effect on our business, consolidated results of operations, financial position or cash flows of
the Company.
Please
see “Risk Factor - Acquisitions may subject us to liability with regard to the creditors, customers, and shareholders of the
sellers.” in Part 1, Item 1A of this Annual Report on Form 10-K.
Item
4. Mine Safety Disclosures
None.
PART
II
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