Item 3. Legal Proceedings
Item 3. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Except as disclosed below, we are not presently a party to any material legal proceedings.
On February 4, 2026, the Vladimir Gusinsky Revocable Trust filed a stockholder class action complaint (the “Action”) against us and our directors in the Court of Chancery of the State of Delaware (the “Court”) asserting that (i) Article V, Section 2 of our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), provides for a full term of three years for directors in violation of Section 211(b) of the General Corporation Law of the State of Delaware (the “DGCL”) and (ii) Article VI, Section 1 of the Certificate of Incorporation limits removal of directors only for cause in violation of Section 141(k) of the DGCL.
On February 24, 2026, a stipulation and proposed consent judgment (the “Stipulated Judgment”) was filed with the Court regarding the Action, and on March 11, 2026, the Court approved the Stipulated Judgment, pursuant to which Article V, Section 2 and Article VI, Section 1 of the Certificate of Incorporation were determined to be invalid and unenforceable. On March 11, 2026, we filed a Certificate of Correction with the Delaware Secretary of State reflecting such provisions as invalid, unenforceable and no longer part of the Certificate of Incorporation. Accordingly, the term of office of our current members of the Board of Directors will expire at our 2026 annual meeting of stockholders, with each serving until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. In addition, directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
On March 11, 2026, pursuant to the Stipulated Judgment, the Action was dismissed with prejudice with respect to the plaintiff; however, the Court retains jurisdiction to address any mootness fee application.
Item 4. Mine Safety Disclosures
None.
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Table of Contents
PART II.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.