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Item 3. Legal Proceedings

2022-03-30 compared with 2021-03-30 · 28 added, 27 removed, 12 unchanged (82% of the section changed)

4 unchanged sentences

is not subject to, any material legal proceedings, except as set forth below.

On October 25, 2017, Genexosome

entered into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, the sole shareholder of Beijing

Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome in consideration

of a cash payment in the amount of $450,000 of which $100,000 is still owed.

Further, on October 25, 2017, Genexosome entered into

and closed an Asset Purchase Agreement with Dr.

October 25, 2017, Genexosome entered into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, the sole

shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome

in consideration of a cash payment in the amount of $450,000, of which $100,000 is still owed.

Further, on October 25, 2017, Genexosome

entered into and closed an Asset Purchase Agreement with Dr.

Zhou, pursuant to which the Company acquired all assets, including all intellectual

property and the exosome separation system, held by Dr.

Zhou pertaining to the business of researching, developing and commercializing

exosome technologies.

property and exosome separation systems, held by Dr.

Zhou pertaining to the business of researching, developing and commercializing exosome

technologies.

In consideration of the assets, Genexosome paid Dr.

Zhou $876,087 in cash, transferred 500,000 shares of

common stock of the Company to Dr.

Zhou $876,087 in cash, transferred 500,000 shares of common stock of

the Company to Dr.

Zhou and issued Dr.

Zhou 400 shares of common stock of Genexosome.

Further, The Company

had not been able to realize the financial projections provided by Dr.

Zhou for the sale of the separation systems which were provided

to the Company at the time of the acquisition and the Company has decided to impair the intangible asset associated with this acquisition

Further, The Company had not been able to realize

the financial projections provided by Dr.

Zhou 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.

Further, on October 28, 2019, Research

Institute at Nationwide Children’s Hospital (“Research Institute”) filed a Complaint in the United States District

Court for the Southern District of Ohio Eastern Division against Dr.

Zhou, Li Chen, the Company and Genexosome with various claims

against the Company and Genexosome including misappropriation of trade secrets in violation of the Defend Trade Secrets Act of

2016 and violation of Ohio Uniform Trade Secrets Act.

Research Institute is seeking monetary damages, injunctive relief,

exemplary damages, injunctive relief and other equitable relief.

The case number is 2:19-cv-4574.

The Company intends to vigorously

defend against this action and pursue all available legal remedies.

While there can be no assurances, the Company believes it

has substantial legal and factual defenses to the Research Institute’s claims.

Institute at Nationwide Children’s Hospital (“Research Institute”) filed a Complaint in the United States District Court

for the Southern District of Ohio Eastern Division against Dr.

Zhou, Li Chen, the Company and Genexosome with various claims against the

Company and Genexosome including misappropriation of trade secrets in violation of the Defend Trade Secrets Act of 2016 and violation

of Ohio Uniform Trade Secrets Act.

Research Institute is seeking monetary damages, injunctive relief, exemplary damages, injunctive relief

and other equitable relief.

The Company intends to vigorously defend against this action and pursue all available legal remedies.

criminal proceedings against Dr.

Zhou and Li Chen have been concluded and the civil litigation continue.

The Company and Nationwide Children’s

Hospital have reached a verbal settlement agreement.

Both parties are in the process of drafting the related written agreements.

can be no assurances that these settlement agreements will be signed.

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