Item 3. Legal Proceedings
Item
3. Legal Proceedings.
On February 14, 2018,
a complaint was filed against the: (i) Duke, (ii) Duke Israel, (iii) Aphek Trading Kadosh and Razi Ltd. (“Aphek”) an
Israeli corporation owned by Raziel Atuar and Amir Kadosh, and (iv) Mr. Sagiv Aharon, currently, Duke’s CTO and Director
by Blackhawk Laboratories (the “Plaintiff”), a U.S. based company, in the Central District of Israel (Case No. 31727-02-18).
Following a procedural agreement between the Plaintiff and defendants, the complaint was transferred to the District Court in Tel
Aviv.
The
complaint asserts a claim for breach of contract, breach of duty, negligence and unjust enrichment with regards to a services
agreement dated June 13, 2014, between the Plaintiff and Duke Israel. The complaint asserts that Duke Israel agreed to pay for
certain services alleged to have been performed by the Plaintiff and that the Plaintiff was entitled to receive 8% of the issued
and outstanding shares of common stock of Duke Israel over a 12 month period from June 2014 to June 2015.
The
Plaintiff’s complaint seeks an order requiring either Duke Israel to issue to the Plaintiff 8% of its issued and outstanding
shares of our common stock; or alternatively for Duke to issue to the plaintiff 4.8% of its issued and outstanding shares of our
common stock; or alternatively for Aphek and Mr. Aharon Sagiv to transfer 8% of their shareholdings in Duke to the Plaintiff.
The
defendants believe the Plaintiff’s complaint has no merit and they intend to vigorously defend the lawsuit.
Duke
does not believe the lawsuit will have a material effect on the Company as Mr. Raziel Atuar, Mr. Amir Kadosh and Mr. Sagiv Aharon
have agreed to indemnify the Company and Duke Israel for any losses to the Company and Duke Israel as a result thereof, including,
but not limited to monetary damages and be responsible for the issuance of any shares of common stock of Duke Israel or Duke in
the event the Plaintiff is successful in its lawsuit.
Item
4. Mine Safety Disclosures
Not
applicable.
20
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.