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Item 3. Legal Proceedings

2023-03-30 compared with 2022-03-30 · 34 added, 33 removed, 7 unchanged (91% of the section changed)

LEGAL PROCEEDINGS

From time to time, we are

subject to ordinary routine litigation incidental to our normal business operations.

We are not currently a party to, and our property

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

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 exosome separation systems, held by Dr.

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

technologies.

From time to time, we are subject to ordinary

routine litigation incidental to our normal business operations.

We are not currently a party to, and our property is not subject to,

any material legal proceedings, except as set forth below.

25, 2017, our subsidiary, Genexosome Technologies

(“Genexosome”), entered into and closed a Stock Purchase Agreement with Beijing Jieteng (Genexosome)

Biotech Co., Ltd., a corporation incorporated in the People’s Republic of China on August 7, 2015 (“Beijing Genexosome”)

which was dissolved in June 2022, 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 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

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

with this acquisition to zero.

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

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.

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

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.

The criminal proceedings against

Zhou and Li Chen have been concluded.

The Company, Genexosome and the Research Institute entered into a settlement agreement dated

June 7, 2022 (the “Settlement Agreement”), whereby the Company agreed to pay the Research Institute $450,000 on each of the

sixty-day, one year and two-year anniversaries of the Settlement Date.

In addition, the Company agreed to pay the Research Institute 30%

of the Company’s initial pre-tax profit of $3,333,333, 20% of the Company’s second pre-tax profit of $3,333,333 and 10% of

the Company’s third pre-tax profit of $3,333,333.

The parties provided a mutual release as well.

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