What changed in this filing

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Item 1. Legal Proceedings

2022-08-15 compared with 2022-05-16 · 58 added, 44 removed, 10 unchanged (91% of the section changed)

4 unchanged sentences

FT Global served the complaint upon the Company in January 2021.

In the complaint, FT Global alleges claims, most of which

attempt to hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement

between FT Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate

FT Global for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement

agent agreement.

Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during

the term of the agreement and for the 12-month period following the termination of the agreement involving any investors that FT Global

introduced and/or wall-crossed to the Company.

However, the Company believes the securities purchase transactions at issue did not

involve the one investor which FT Global introduced or wall-crossed to the Company during the term of the agreement.

FT Global claims

approximately $7,000,000 in damages and attorneys’ fees.

The Company timely removed the case to the United

States District Court for the Northern District of Georgia (the (“Court) on February 9, 2021 based on diversity of jurisdiction.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the

On March 23, 2021, FT Global filed its response to the Company’s motion to dismiss.

FT Global argues that the Court should

deny the Company’s motion to dismiss.

However, if the Court is inclined to grant the Company’s motion to dismiss, FT Global

requested that the Court permit it to file an amended complaint.

On April 8, 2021, the parties filed a Joint Preliminary Report and Discovery

On April 12, 2021, the Court approved the Joint Preliminary Report and Discovery Plan and issued a Scheduling Order placing this

case on a six-month discovery tract.

In the complaint, FT Global alleges claims, most of which attempt to

hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between

FT Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate FT Global

for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent

Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during the term

of the agreement and for the 12-month period following the termination of the agreement involving any investors that FT Global introduced

and/or wall-crossed to the Company.

However, the Company believes the securities purchase transactions at issue did not involve the one

investor which FT Global introduced or wall-crossed to the Company during the term of the agreement.

FT Global claims approximately $7,000,000

in damages and attorneys’ fees.

The Company timely removed the case to the United States District Court

for the Northern District of Georgia (the (“Court) on February 9, 2021 based on diversity of jurisdiction.

On March 9, 2021, the

Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the Court.

2021, FT Global filed its response to the Company’s motion to dismiss.

FT Global argues that the Court should deny the Company’s

motion to dismiss.

However, if the Court is inclined to grant the Company’s motion to dismiss, FT Global requested that the Court

permit it to file an amended complaint.

On April 8, 2021, the parties filed a Joint Preliminary Report and Discovery Plan.

2021, the Court approved the Joint Preliminary Report and Discovery Plan and issued a Scheduling Order placing this case on a six-month

discovery tract.

On April 30, 2021, the Company served FT Global with its Initial Disclosures.

On May 6, 2021, FT

Global served the Company with its Initial Disclosures.

On May 6, 2021, FT Global served the Company

with its Initial Disclosures.

On May 17, 2021, FT Global served the Company with its First Amended Initial Disclosures.

On November 10, 2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s fraud claim and breach

of contract claim as to the disclosure of its confidential and proprietary information.

The Court denied the Company’s motion to

dismiss FT Global’s i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement agent

ii) claim for breach of the covenant of good faith and fair dealing;

and iii) claim for attorney’s fees, and the court

concluded that additional information can be obtained through discovery.

The Company timely filed an answer and defenses to FT Global’s

complaint on November 24, 2021.

On January 3, 2022 the Company propounded discovery requests upon FT Global, including interrogatories

and requests for production of documents.

On November 10,

2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s fraud claim and breach of contract claim

as to the disclosure of its confidential and proprietary information.

The Court denied the Company’s motion to dismiss FT Global’s

i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement agent agreement;

ii) claim for

breach of the covenant of good faith and fair dealing;

and iii) claim for attorney’s fees, and the court concluded that additional

information can be obtained through discovery.

The Company timely filed an answer and defenses to FT Global’s complaint on November

On January 3, 2022 the Company propounded discovery requests upon FT Global, including interrogatories and requests for production

of documents.

On March 23, 2022, the Company propounded requests for admission upon FT Global.

2022, FT Global propounded discovery requests upon the Company, including requests for production of documents and requests for admission.

On April 1, 2022, FT Global served its response to the Company’s

On March 24, 2022, FT Global propounded

discovery requests upon the Company, including requests for production of documents and requests for admission.

On April 1, 2022, FT Global

served its response to the Company’s requests for production of documents.

On May 13, 2022, FT Global served its responses to the

Company’s interrogatories and requests for admissions.

On May 13, 2022, FT Global produced documents in response to the Company’s

requests for production of documents.

On May 13, 2022, FT Global served its responses to the Company’s

interrogatories and requests for admissions.

On May 13, 2022, FT Global produced documents in response to the Company’s requests

for production of documents.

The Company will continue to vigorously defend the action against FT Global.

On June 3, 2022, the Company produced documents in response to FT Global’s requests for production

of documents.

On August 3, 2022, the Company took the deposition of FT Global.

On August 5, 2022, FT Global took the deposition of the

On August 3, 2022, the Court granted the parties’ Consent Motion to Extend Discovery Period extending the discovery period

from August 5, 2022 to September 14, 2022 and the deadline to file dispositive motions to October 12, 2022.

The Company will continue

to vigorously defend the action against FT Global.

Not applicable.

Unregistered Sales of Equity Securities

and Use of Proceeds

Defaults upon Senior Securities

Mine Safety Disclosure

Not applicable.

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-Q

Item 1. Legal Proceedings