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 filed a Request for Arbitration with JAMS dispute resolution services, in response
to which the Company filed a Statement of Answer, denying the material allegations of the Complaint, which the Company deems to be without
merit. The matter is currently in the discovery phase, and the Company intends to continue vigorously defending this matter. The arbitration
final hearing has been scheduled for September 17-20, 2024.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
48
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.