What changed in this filing

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Item 3. Legal Proceedings

2021-03-17 compared with 2020-03-27 · 58 added, 30 removed, 25 unchanged (78% of the section changed)

7 unchanged sentences

the other defendants named therein for violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.

class consists of the persons and entities who purchased the Company’s common stock during the period from September 23,

class consisted of the persons and entities who purchased the Company’s common stock during the period from September 23,

2013 through September 7, 2018.

Pepe also alleges violation of other sections of the Exchange Act by the defendants named in the

Pepe also alleged violation of other sections of the Exchange Act by the defendants named in the

complaint other than the Company.

5 unchanged sentences

breach of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the rules governing proxy solicitation.

Church seeks, among other things, money damages, disgorgement of profits from alleged wrongful conduct, including cash bonuses,

Church sought, among other things, money damages, disgorgement of profits from alleged wrongful conduct, including cash bonuses,

pre-judgment and post-judgment interest, reasonable attorneys’

fees, expert fees and other costs.

December 16, 2020, the United States District Court for the District of New Jersey approved the terms of the settlement of the

above class action, the derivative action discussed above, and two related derivative actions.

The Company paid $450,000 for its

share of the total class action settlement.

As for the settlement of the derivative lawsuits, on February 14, 2021, the Board

of Directors of the Company approved certain corporate governance changes that the Company agreed to make pursuant to the terms

of the settlement, including an amendment to its Bylaws.

Insurance Underwriters Inc.

filed suit against us in federal court in Delaware seeking a declaratory judgment that it is not liable

to defend us in the class and derivative litigation.

The insurance company also is claiming it is entitled to recover $1 million

it advanced to us in connection with the SEC investigation.

We have retained counsel to defend us which has filed an answer

to the complaint.

September 7, 2018, the SEC filed with the United States District Court for the Southern District of New York a complaint against

Philip Frost, a director and principal stockholder of the Company, a trust Dr.

Frost controls and OPKO Health, Inc., a stockholder

of the Company, of which Dr.

Frost is the Chief Executive Officer, as well as other defendants named therein.

On January 10, 2019,

the District Court entered final judgments against these defendants on their consent without admitting or denying the allegations

set forth in the complaint.

Frost was permanently enjoined from violating a certain anti-fraud provision of the Securities

Act of 1933, future violations of Section 13(d) of the Exchange Act and Rule 13d-1(a) thereunder and participating in penny stock

offerings subject to certain exceptions.

2017, Lee Pederson, a former Biozone lawyer, filed a lawsuit in Minnesota against co-defendants the Company, Dr.

Phillip Frost,

OPKO Heath, Inc.

and Brian Keller for various allegations.

On September 13, 2018, the United States District Court granted the

Company and its co-defendants’

motion to dismiss Pederson’s amended complaint.

Subsequent to September 30, 2018, Pederson

filed a notice of appeal with the United States Court of Appeals for the Eighth Circuit on October 11, 2018.

filed suit against us in federal court in Delaware seeking a declaratory judgment that there was no

insurance coverage for any settlement, judgment, or defense costs in the class and derivative litigation, that the monies totaling

approximately $1 million it paid to the Company in connection with the SEC investigation were not covered by insurance, and for

recoupment of the monies already paid.

We have retained counsel to defend us which has filed an answer to the complaint denying

its material allegations, as well as a counterclaim against Liberty for breach of contract, declaratory judgment, bad faith and

violation of the Washington State Consumer Protection Act, alleging among other things that Liberty wrongfully denied the Company’s

claims for coverage of the class and derivative litigations, and seeking money damages.

The case has been set for trial in July,

November 2017, Lee Pederson, a former Biozone lawyer, filed a lawsuit in the U.S.

District Court in Minnesota against co-defendants

the Company, Dr.

Phillip Frost, OPKO Health, Inc.

and Brian Keller alleging that defendants engaged in wrongful conduct related

to Biozone, including causing Biozone to enter into an allegedly improper licensing agreement and engaged in alleged market manipulation

(“Pederson I”).

On September 13, 2018, the United States District Court granted the Company and its co-defendants’

motion to dismiss Pederson’s amended complaint in Pederson I for lack of personal jurisdiction in Minnesota.

11, 2018, Pederson filed a notice of appeal with the United States Court of Appeals for the Eighth Circuit.

The plaintiff’s

appeal was denied and the dismissal affirmed.

appeal was denied and the dismissal of Pederson I affirmed in March 2020.

Meanwhile, in July 2019, Lee Pederson had filed another

lawsuit in the U.S.

District Court in Minnesota against co-defendants the Company, Dr.

Frost, and Daniel Fisher (“Pederson

In his complaint in Pederson II, Pederson alleges tortious interference by the Company and Dr.

Frost with an alleged

collaboration agreement between Mr.

Pederson and Mr.

In Pederson II, Mr.

Pederson seeks damages in the amount of $800,000

or such other amount as may be determined at trial.

Pederson II had previously been stayed by the court, pending disposition of

With that first lawsuit having been dismissed and appeal denied, the stay was lifted in Pederson II, and the Company

and all other defendants in that case filed Motions to Dismiss the (then amended) complaint.

On November 19, 2020 the Magistrate

Judge recommended dismissal of Pederson II, and further recommended that Pederson be restricted from filing any other actions

in the District of Minnesota against defendants on the same or similar allegations as those in Pederson II, and on January 4,

2021 the District Court Judge adopted those recommendations and ordered dismissal of Pederson II.

On February 1, 2021 Pederson

filed a Notice of Appeal from the order of dismissal of Pederson II in the Eighth Circuit, and that appeal remains pending.

May 19, 2020, A.G.P./Alliance Global Partners (“AGP”), which had previously acted as the Company’s underwriter,

placement agent and sales agent in connection with the Company’s registered and exempt equity offerings, filed a lawsuit

against the Company in the United States District Court for the Southern District of New York alleging violation of a lock-up

provision under the Placement Agent Agreement, dated January 28, 2020 (the “Placement Agent Agreement”), by and between

the Company and AGP.

AGP seeks (i) damages estimated in the complaint to be in excess of $1 million and attorneys’

and (ii) declaratory relief.

The Company has answered the complaint and discovery has been initiated.

the Company intends to defend itself vigorously from the claims in the aforementioned disputes, it is unable to predict the outcome

4 unchanged sentences

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