Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS
On August
24, 2021, Plaintiff Millennium Fine Art Inc. (“MFAI”) filed a Complaint against the Company, alleging that on or about April
21, 2021, MFAI and the Company entered into a contract (the “Contract”), by which MFAI agreed to create 7,700 non-fungible
tokens (“NFT”) in exchange for sixteen million dollars ($16,000,000) worth of shares of the Company. MFAI claims that the
Company breached the Contract by refusing delivery of the NFTs and not delivering $16 million worth of shares to MFAI. The Complaint asserts
causes of action for breach of contract, special damages and promissory estoppel, and seeks sixty-six million dollars ($66,000,000) in
damages, specific performance by Company according to the terms of the Contract, and MFAI’s attorney’s fees and costs.
On October
18, 2021, the Company filed a motion, denying all the material allegations of the Complaint, and seeking to stay the case and compel arbitration
pursuant to the purported Contract. In its motion, the Company only sought to enforce the terms of the Contract as it relates to arbitration,
but otherwise denied the existence of a valid and binding contract. Over MFAI’s opposition, the Court granted the Company’s
motion, and stayed the case, pending the resolution of the Parties’ arbitration of the dispute.
On or about April 1, 2022, MFAI commenced an arbitration through Judicial
Arbitration and Mediation Services, Inc. (JAMS), in which it reasserted the allegations of the Complaint, and on May 2, 2022, the Company
submitted a Statement of Defense, again denying all material allegations. On November 18, 2022, after conducting preliminary discovery,
the Parties jointly requested a stay of the arbitration in an effort to resolve the dispute through mediation. Accordingly, the arbitration
is presently stayed, pending mediation.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
48
PART
II
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