What changed in this filing

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Item 3. Legal Proceedings

2025-03-31 compared with 2024-04-15 · 38 added, 36 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.

On October 25, 2017,

our subsidiary, 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

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 our common stock to Dr.

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.

On October 25, 2017, our subsidiary, 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 3,333

shares of our common stock 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 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 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

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 Company intends to vigorously defend against this action and pursue all

available legal remedies.

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

The criminal proceedings against Dr.

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

The parties provided a mutual release as well.

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

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