Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS
On January 21, 2026, Andrew Schwartzberg filed a complaint (the “Complaint”) against the Company and Gene Mack in the United States District Court for the District of Delaware. The Complaint alleges that we and Mr. Mack failed to honor an alleged agreement to amend the exercise price of Mr. Schwartzberg’s outstanding warrants, which agreement the Complaint alleges was made to induce Mr. Schwartzberg’s further investment in the Company. Based on these allegations, the Complaint asserts claims of: (1) breach of contract against the Company; (2) fraudulent inducement against us and Mr. Mack; (3) fraud against us and Mr. Mack; and (4) negligent misrepresentation against us and Mr. Mack. The Complaint seeks the following relief: (1) a declaration that the agreement to reprice the warrants is valid and enforceable; (2) specific performance of the agreement to reprice Mr. Schwartzberg’s outstanding warrants; or (3) in the alternative, monetary damages in excess of $3.1 million. The response to the Complaint is due on March 31, 2026. We and Mr. Mack intend to vigorously defend against the action.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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.