What changed in this filing

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Item 3. Legal Proceedings

2023-01-13 compared with 2022-01-11 · 6 added, 73 removed, 3 unchanged (96% of the section changed)

Legal Proceedings

The Company is subject

to litigation claims arising in the ordinary course of business.

The Company believes that it has adequately accrued for legal

matters in accordance with the requirements of GAAP.

The Company records litigation accruals for legal matters which are both probable

and estimable and for related legal costs as incurred.

The Company does not reduce these liabilities for potential insurance or

third-party recoveries.

On October 2, 2015,

the Company filed suit in the state court in St.

John’s County, Florida, Case No.

CA 15-1076, against its former Chief Executive

Officer Brian Pappas, Christine Pappas, its former Human Resources officer, and an independent company controlled by Mr.

named Franventures, LLC (“Franventures”).

The lawsuit sought return of Company emails and other electronic materials

in the possession of the defendants, Company control over the process by which the Company’s documents are identified, and

a court judgment that the property is the Company’s.

Pappas had returned certain Company documents that they

have identified, but other issues remained.

On December 11, 2017, Brian Pappas filed a counterclaim alleging the Company is required

to indemnify him for a multitude of matters.

On October 8, 2020 the Court dismissed Brian Pappas’ indemnity counterclaim

without prejudice.

In a separate suit,

filed on March 7, 2016 in the state court in St.

John’s County, Florida (Case No.

CA 16-236), Franventures filed suit against

the Company alleging that it is due an unstated amount of money from the Company pursuant to a contract the Company had previously

On June 23, 2016, the Company filed a counterclaim against Franventures, which also included a complaint against former

Chairman of the Board and Chief Executive Officer Brian Pappas.

The counterclaim seeks redress for losses and expenditures caused

by alleged fraud, conversion of company assets, and breaches of fiduciary duty that the Company alleges that defendants perpetrated

upon CLC, including assertions regarding actions by Brian Pappas that the Company alleges occurred while Mr.

Pappas was serving

as the Chief Executive Officer of CLC and as a member of its board of directors.

On October 27, 2016, Brian Pappas filed a motion

to amend the complaint in Case No.

CA 16-236 to add a claim alleging that the Company slandered him by virtue of a press release

issued on or about August 1, 2016, in which the Company reported to shareholders on steps it had taken and improvements it had

The Company’s

complaint against Mr.

Pappas and Franventures (Case No.

CA 15-1076) was consolidated with Mr.

Pappas’ and Franventures’

complaint against the Company (Case No.

CA 16-236) for purposes of discovery, but not for any other purpose.

On May 22, 2021,

the Company, Brian Pappas, Christine Pappas and Franventures entered into an agreement under which the parties agreed to mutually

release all parties from any claims or causes of action that they have against the other, including without limitation any claims

asserted in Case No.

CA 15-1076 and Case No.

The Company agreed to pay Brian Pappas and his assigns 60 consecutive,

monthly payments of $4,000 commencing on June 1, 2021 and continuing through June 1, 2026.

On February 24, 2017,

franchisee, Team Kasa, LLC, along with its three owners, filed suit in the Eastern District of New York (Case No.

2:17-cv-01074)

against former CEO Brian Pappas and Franventures, as well as four other defendants seeking damages under the New York Franchise

The same Plaintiffs also initiated an arbitration proceeding against the Company on the same issues (American Arbitration

Association, Case No.

01-17-0001-1968), alleging the Company is jointly and severally liable for damages resulting from the allegations

Pappas and Franventures.

The Company is contesting the allegations and its liability for any damages in the arbitration

Both cases have been held in abeyance as the parties seek a resolution.

On November 8, 2017,

franchisee, Indy Bricks, LLC, along with its two owners, Ben and Kate Schreiber, initiated arbitration against the Company (American

Arbitration Association, Case No.

01-17-0006-8120).

The Plaintiffs allege breach of contract, fraud, misrepresentations and omissions,

violations of the Indiana Franchise Act, and violations of the Indiana Deceptive Franchise Practices Act.

On April 23, 2020, a

settlement agreement was entered into between the Plaintiffs and the Company under which the arbitration was dismissed.

to the settlement agreement, Indy Bricks, LLC agreed to pay the Company an agreed amount of past due franchise fees, monthly marketing

and royalty fees, and monthly fees to utilize the Company’s franchise management software.

We are not currently

involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

is no action, suit, or proceeding by any court, public board, government agency, self-regulatory organization or body pending or, to the

knowledge of the executive officers of our Company or our subsidiary, threatened against or affecting our Company, our common stock, our

subsidiary or of our companies or our subsidiary’s officers or directors in their capacities as such, in which an adverse decision

could have a material adverse effect.

Mine Safety Disclosures

1 unchanged sentence

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