LEGAL PROCEEDINGS
−Removed: From time to time, we are subject to ordinary
−Removed: routine litigation incidental to our normal business operations.
−Removed: We are not currently a party to, and our property is not subject
−Removed: to, any material legal proceedings, except as set forth below.
−Removed: On October 25, 2017, Genexosome entered
−Removed: into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, the sole shareholder of Beijing Genexosome,
−Removed: pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome in consideration of a
−Removed: cash payment in the amount of $450,000 of which $100,000 is still owed.
−Removed: Further, on October 25, 2017, Genexosome entered into
−Removed: and closed an Asset Purchase Agreement with Dr.
−Removed: Zhou, pursuant to which we acquired all assets, including all intellectual property
−Removed: and the exosome separation system, held by Dr.
−Removed: Zhou pertaining to the business of researching, developing and commercializing
−Removed: exosome technologies.
+Added: time to time, we are subject to ordinary routine litigation incidental to our normal business operations.
+Added: We are not currently
+Added: a party to, and our property is not subject to, any material legal proceedings, except as set forth below.
+Added: October 25, 2017, Genexosome entered into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD,
+Added: the sole shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities
+Added: of Beijing Genexosome in consideration of a cash payment in the amount of $450,000, of which $100,000 is still owed.
+Added: on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr.
+Added: Zhou, pursuant to which the Company
+Added: acquired all assets, including all intellectual property and exosome separation systems, held by Dr.
+Added: Zhou pertaining to the business
+Added: of researching, developing and commercializing exosome technologies.
In consideration of the assets, Genexosome paid Dr.
−Removed: Zhou $876,087 in cash, transferred 500,000 shares of
−Removed: common stock of us to Dr.
+Added: $876,087 in cash, transferred 500,000 shares of common stock of the Company to Dr.
Zhou and issued Dr.
−Removed: Zhou 400 shares of common stock of Genexosome.
−Removed: Further, we had not been
−Removed: able to realize the financial projections provided by Dr.
−Removed: Zhou for the sale of the separation systems which were provided to us
−Removed: at the time of the acquisition and we have decided to impair the intangible asset associated with this acquisition to zero.
+Added: Zhou 400 shares of common
+Added: stock of Genexosome.
+Added: Further, The Company had not been able to realize the financial projections provided by Dr.
+Added: at the time of the acquisition and has decided to impair the intangible asset associated with this acquisition to zero.
Zhou was terminated as Co-CEO of Genexosome on August 14, 2019.
2 unchanged sentences
for the Southern District of Ohio Eastern Division against Dr.
−Removed: Zhou, Li Chen, us and Genexosome with various claims against us
−Removed: and Genexosome including misappropriation of trade secrets in violation of the Defend Trade Secrets Act of 2016 and violation
−Removed: of Ohio Uniform Trade Secrets Act.
−Removed: Research Institute is seeking monetary damages, injunctive relief, exemplary damages,
−Removed: injunctive relief and other equitable relief.
+Added: Zhou, Li Chen, the Company and Genexosome with various claims against
+Added: the Company and Genexosome including misappropriation of trade secrets in violation of the Defend Trade Secrets Act of 2016 and
+Added: violation of Ohio Uniform Trade Secrets Act.
+Added: Research Institute is seeking monetary damages, injunctive relief, exemplary
+Added: damages, injunctive relief and other equitable relief.
The case number is 2:19-cv-4574.
−Removed: We intend to vigorously defend against this
−Removed: action and pursue all available legal remedies.
−Removed: While there can be no assurances, we believe it has substantial
−Removed: legal and factual defenses to the Research Institute’s claims.
+Added: The Company intends to vigorously defend
+Added: against this action and pursue all available legal remedies.
+Added: The civil case against Avalon is stayed pending resolution
+Added: of the criminal proceedings against Dr.
+Added: Zhou and Li Chen, and while there can be no assurances, the Company believes it has
+Added: substantial legal and factual defenses to the Research Institute’s claims.
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.