What changed in this filing

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Item 1. Legal Proceedings

2025-08-14 compared with 2025-05-13 · 23 added, 29 removed, 2 unchanged (96% of the section changed)

LEGAL PROCEEDINGS

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.

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 28, 2019,

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

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.

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.

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

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.

provided a mutual release as well.

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.

The Company, Genexosome and the Research Institute entered into a settlement agreement dated June 7,

2022 (the “Settlement Date”), 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.

On or about July 22,

2025, the Company filed a lawsuit in the Court of Chancery of the State of Delaware against Laboratory Services MSO, LLC and certain affiliates.

The Company has asserted a variety of claims, including breach of contract, arising out of its prior transactions with the defendants,

including the Redemption and Abandonment Agreement, dated as of February 26, 2025.

The time for the defendants to respond to the Complaint

has not yet expired.

The parties have agreed to a settlement in principle and the Company expects the lawsuit to be dismissed.

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-Q

Item 1. Legal Proceedings