Item 3. Legal Proceedings
Item
3. Legal Proceedings
From
time to time, the Company is a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of
the date of this Report, except as described below, the Company is not aware of any proceedings, threatened or pending, against it which,
if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position.
Liberty
Insurance Underwriters Inc. (“Liberty”) 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 had retained counsel to defend us which had 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. Liberty Insurance Underwriters Inc. 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. On June 7, 2022, the court filed
a Stipulation and Order for Entry of Judgment in the amount of $1,359,064 in favor of Liberty (the “Judgment”) following
summary judgment granted by the court to Liberty on all but one of the matters at issue in the case. The Company filed an appeal in July
2022. On March 29, 2023, the Third Circuit ruled in favor of the Company on the appeal, thereby vacating the trial court’s prior
grant of summary judgment in favor of Liberty. As a result of this ruling, the case has been remanded to the District Court for trial
on the merits of the Company’s coverage claims for defense and settlement costs. The Court had ordered the return of the $1.6 million.
On August 8, 2023, the Company received $1.6 million as refunded by the registry of the court. On November 16, 2023, prior to commencement
of a new trial which had been scheduled for December 4, 2023, the parties entered into a settlement agreement pursuant to which Liberty
paid the Company $1 million and each party released the other from its respective claims and rights arising from the matter. There is
no further litigation with Liberty following this settlement.
Item
4. Mine Safety Disclosures
Not
applicable.
41
PART
II