Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS.
Other
than as described below, we are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal
proceeding threatened against us or any of our officers or directors in their corporate capacity.
Ms.
Davis is a named defendant in litigation arising from her service as an outside director of Silicon Valley Bank (SVB) and its holding
company SVB Financial Group (SVBFG). Ms. Davis was an outside director of SVB and SVBFG from May 2020 until March 10, 2023 when SVB was
placed into receivership. Ms. Davis remained a director of SVBFG (but not of SVB) between March 10, 2023 and November 7, 2024 when SVBFG
emerged from bankruptcy. Since the bankruptcy of SVBFG, Ms. Davis, and the outside directors of SVBFG at the time of its bankruptcy,
have been involved in litigation regarding SVB and SVBFG. This litigation includes a civil case brought by the FDIC, as Receiver for
SVB, captioned FDIC-R v. Becker, 25-cv-00569 (N.D. Cal.) and securities litigation matters (and related appeals) captioned In re SVB
Financial Group Securities Litigation, 23-cv-01097 (N.D. Cal.); Buchanan v. Becker, 24-cv-02684 (N.D. Cal.); TIAA v. Becker, 24-cv-00478
(N.D. Cal.); Stevenson v. Becker, 23-cv-02277 (N.D. Cal.); and Rossi v. Becker, 23-cv-02335 (N.D. Cal.). Each of these cases is currently
pending, and no adverse factual findings have been made, or judgments entered, concerning Ms. Davis.
Ms.
Davis was named as a defendant in an Amended Class Action Complaint (A.O.H. Driedijk Holding B.V. et al. v. Sarris et al., No. 1:25-cv-05643,
S.D.N.Y., filed November 17, 2025) relating to alleged wrongdoing by Linqto, Inc. The original complaint named only the former CEO of
Linqto, William Harris, as a defendant. The amended complaint substantially expanded the original complaint by adding eight new defendants
and state law claims. Ms. Davis is incorrectly alleged to have been a board member from 2024 to 2025, which she was not. We are seeking
her dismissal.
ITEM
4. MINE SAFETY DISCLOSURES.
None.
44
PART
II.
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