LEGAL PROCEEDINGS
−Removed: time to time, we may become involved in legal proceedings arising in the ordinary course of our business.
−Removed: We are not presently a party
−Removed: to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse
−Removed: effect on our business, results of operations, financial condition or cash flows.
+Added: time to time, we are subject to ordinary routine litigation incidental to our normal business operations.
+Added: We are not currently a party
+Added: to, and our property is not subject to, any material legal proceedings, except as set forth below.
+Added: On October 25, 2017,
+Added: our subsidiary, Genexosome, entered into and closed a Stock Purchase Agreement with Beijing Jieteng (Genexosome) Biotech Co., Ltd., a
+Added: corporation incorporated in the People’s Republic of China on August 7, 2015 (“Beijing Genexosome”) which was dissolved
+Added: in June 2022, and Yu Zhou, MD, PhD, the sole shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued
+Added: and outstanding securities of Beijing Genexosome in consideration of a cash payment in the amount of $450,000, of which $100,000 is still
+Added: Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr.
+Added: Zhou, pursuant to which the
+Added: Company 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.
+Added: In consideration of the assets, Genexosome paid Dr.
+Added: Zhou $876,087
+Added: in cash, transferred 3,333 shares of our common stock to Dr.
+Added: Zhou and issued Dr.
+Added: Zhou 400 shares of common stock of Genexosome.
+Added: was terminated as Co-CEO of Genexosome on August 14, 2019.
+Added: Further, on October 28, 2019, Research Institute at Nationwide Children’s
+Added: Hospital (“Research Institute”) filed a Complaint in the United States District Court for the Southern District of Ohio Eastern
+Added: Division against Dr.
+Added: Zhou, Li Chen, the Company and Genexosome with various claims against the Company and Genexosome including misappropriation
+Added: of trade secrets in violation of the Defend Trade Secrets Act of 2016 and violation of Ohio Uniform Trade Secrets Act.
+Added: The Company, Genexosome
+Added: and the Research Institute entered into a settlement agreement dated June 7, 2022 (the “Settlement Agreement”), whereby the
+Added: Company agreed to pay the Research Institute $450,000 on each of the sixty-day, one year and two-year anniversaries of the Settlement
+Added: In addition, the Company agreed to pay the Research Institute 30% of the Company’s initial pre-tax profit of $3,333,333, 20%
+Added: 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.
+Added: provided a mutual release as well.
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.