Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.
Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that
may harm our business. We investigate these claims as they arise and accrue estimates for resolution of legal and other
contingencies when losses are probable and estimable. Regardless of outcome, litigation can have an adverse impact on us due to
defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors. Except
as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the
aggregate, a material adverse effect on our business, financial condition or operating results.
On October 25, 2024, Arena Special Opportunities Fund, LP and related entities ("Arena") filed a lawsuit
against the Company in New York State Court (Index No. 655660/2024) (the "Action"), arising from promissory notes previously
issued to Arena and their conversion into the Company's common stock. The complaint alleges, among other things, breach of contract based
on an alleged "equity conditions failure." Discovery in the Action is complete, and the Company expects the matter to be resolved
through trial or settlement by the end of 2026. The Company believes it has meritorious defenses and intends to vigorously defend the
Action. At this time the Company is unable to predict the outcome or to reasonably estimate the amount or range of any possible loss,
and accordingly no liability has been recorded.
We
are unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters.
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.