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On April 17, 2019, the court approved the final settlement, involving a payment of $3,250,000 by our insurance carrier to a settlement fund, awarded attorney’s fees and costs to be paid to plaintiff’s counsel from the settlement fund, approved the plan of allocation for settlement class members, and ordered that the claims against us should be dismissed with prejudice.
−Removed: We do not expect to incur any costs or expenses in connection with this settlement.
+Added: We do not expect to incur any significant costs or expenses in connection with this settlement.
Derivative Lawsuits.
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On April 24, 2020, the court granted preliminary approval for the proposed settlement.
−Removed: The terms of the settlement will be disseminated to shareholders as part of the notice process by May 8, 2020.
−Removed: If the proposed settlement is given final approval by the court, we do not expect to incur any significant costs or expenses in connection with this settlement.
−Removed: Based on the current stage of the litigation, and the uncertainty of final approval by the court, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of these matters.
+Added: The terms of the settlement were disseminated to shareholders as part of the notice process on May 8, 2020.
+Added: On July 2, 2020, the court granted final approval for the settlement.
+Added: We do not expect to incur any significant costs or expenses in connection with this settlement.
Solomon Capital, LLC.
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The Solomon Plaintiffs allege that, between June and November 2012, they provided to us $0.1 million and that they advanced and paid on our behalf an additional $0.2 million.
−Removed: The complaint further alleges that we agreed to (i) provide them with promissory notes totaling $0.2 million, plus interest, (ii) issue a total of 1,110 shares to the Solomon Plaintiffs (after the 1-for-100 reverse split of our common stock effected in March 2013), and (iii) allow the Solomon
−Removed: Plaintiffs to convert the foregoing funds into our securities in the next transaction.
+Added: The complaint further alleges that we agreed to (i) provide them with promissory notes totaling $0.2 million, plus interest, (ii) issue a total of 1,110 shares to the Solomon Plaintiffs (after the 1-for-100 reverse split of our common stock effected in March 2013), which we refer to as the Equity Claim, and (iii) allow the Solomon Plaintiffs to convert the foregoing funds into our securities in the next transaction.
The Solomon Plaintiffs allege that they should have been able to convert their advances and payments into shares of our common stock in the restructuring that took effect in May 2013.
−Removed: Based on the foregoing, the Solomon Plaintiffs allege causes for breach of contract and unjust enrichment and demand judgment against us in an unspecified amount exceeding $1.5 million, plus interest.
+Added: Based on the foregoing, the Solomon Plaintiffs allege causes for breach of contract and
+Added: unjust enrichment and demand judgment against us in an unspecified amount exceeding $1.5 million, plus interest.
On June 3, 2016, we filed an answer and counterclaims in the lawsuit.
We have asserted counterclaims for fraudulent inducement, fraudulent misrepresentation, fraudulent concealment, breach of fiduciary duty, and breach of contract, alleging principally that the counterclaim defendants misrepresented their qualifications and failed to disclose that Solomon Sharbat was the subject of an investigation by the Financial Industry Regulatory Authority, or FINRA, that resulted in the loss of his FINRA license.
−Removed: In our counterclaims, we are seeking damages in an amount exceeding $0.5 million and an order rescinding any and all agreements that the plaintiffs contend entitled them to obtain shares of our stock.
−Removed: No trial date has been set for the First Solomon Suit.
+Added: In our counterclaims, we are seeking damages in an amount exceeding $0.5 million and an order rescinding any and all agreements that the Solomon Plaintiffs contend entitled them to obtain shares of our stock.
+Added: On May 12, 2020, the court granted our motion for summary judgment limiting the Solomon Plaintiffs' damages for the Equity Claim to $47,420.
+Added: The Solomon Plaintiffs filed a notice of appeal of this summary judgment on June 9, 2020.
+Added: On July 2, 2020, the court granted our motion to dismiss the First Solomon Suit for want of prosecution.
+Added: On July 31, 2020, the Solomon Plaintiffs filed a motion seeking leave to reargue the court’s decision to dismiss the First Solomon Suit for want of prosecution.
On September 27, 2019, the Solomon Plaintiffs filed a new lawsuit (through new legal counsel), or the Second Solomon Suit, titled Solomon Capital, LLC, Solomon Capital 401(K) Trust, Solomon Sharbat and Shelhav Raff v.
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We have not yet responded to the complaint in the Second Solomon Suit.
+Added: On May 22, 2020, we moved to dismiss the Second Solomon Suit for lack of personal jurisdiction.
We intend to vigorously defend these complaints and pursue our counterclaims, as applicable.
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Fischkoff amended his complaint to assert a new claim for defamation arising from SEC filings in which we provided the information about this litigation.
−Removed: No trial date has been set in this matter, and the parties are currently engaged in fact discovery.
+Added: On August 4, 2020, the parties agreed in principle to a confidential settlement subject to final negotiation and, accordingly, the court dismissed the litigation without prejudice during such negotiation.
We intend to vigorously defend against Dr.
−Removed: Fischkoff’s lawsuit and pursue our counterclaims.
+Added: Fischkoff’s lawsuit and pursue our counterclaims if a settlement is not reached after negotiation.
Based on the current stage of the litigation, it is not possible to estimate the amount or range of (i) a possible loss that might result from an adverse judgment or settlement of this action, or (ii) the potential recovery that might result from a favorable judgment or a settlement of this action.
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In connection with our reincorporation from Nevada to Delaware in 2017, we (as a Delaware corporation) untimely filed a post-effective amendment to adopt a Form S-8 registration statement that we filed (as a Nevada corporation) to register the shares underlying our 2011 Equity Incentive Plan.
−Removed: Before we filed the required post-effective amendment, options to
−Removed: purchase 200,000 shares were exercised under the 2011 Equity Incentive Plan.
+Added: Before we filed the required post-effective amendment, options to purchase 200,000 shares were exercised under the 2011 Equity Incentive Plan.
The effect of the delayed post-effective amendment filing on the 200,000 option shares is uncertain, but the issuance and sale of the shares may not have been in compliance with the Form S-8 registration statement.
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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.