What changed in this filing

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Item 3. Legal Proceedings

2022-09-28 compared with 2021-09-28 · 20 added, 22 removed, 10 unchanged (81% of the section changed)

LEGAL PROCEEDINGS

Legal Proceedings

Our former placement agent,

Boustead Securities LLC, has brought a legal action against us following our communication to Boustead to unilaterally terminate an engagement

agreement under which we and Boustead had originally intended for Boustead to be engaged to act as an exclusive underwriter in our initial

public offering.

To date, we have been unable to reach a settlement with Boustead.

On April 30, 2021, Boustead filed a statement of claim

with FINRA demanding to arbitrate the dispute, and is seeking, among other things, monetary damages against the Company and D.A.

On Aust 30, 2021, we had a preliminary hearing before FINRA Dispute Resolution Services and the matter has been scheduled to

be heard in front of a three-judge panel of FINRA arbitrators on June 20, 2022.

We believe that we have meritorious defenses to any claims

that Boustead may assert, and we do not believe that such claims will have a material adverse effect on our business, financial condition

or operating results.

We have agreed to indemnify D.A.

Our former placement agent, Boustead Securities LLC, has brought a

legal action against us following our communication to Boustead to unilaterally terminate an engagement agreement under which we and Boustead

had originally intended for Boustead to be engaged to act as an exclusive underwriter in our initial public offering.

To date, we have

been unable to reach a settlement with Boustead.

On April 30, 2021, Boustead filed a statement of claim with FINRA demanding to arbitrate

the dispute, and is seeking, among other things, monetary damages against the Company and D.A.

Davidson & Co.

We are presently waiting

for the FINRA panel to schedule a hearing date on the matter.

We believe that we have meritorious defenses to any claims that Boustead

may assert, and we do not believe that such claims will have a material adverse effect on our business, financial condition or operating

However, we have agreed to indemnify D.A.

Davidson & Co.

and the other underwriters who participated in our initial public

offering against any liability or expense they may incur or be subject to arising out of the Boustead dispute.

Additionally, Chenlong

Tan, our Chairman, President and Chief Executive Officer and a beneficial owner more than 5% of our common stock, has agreed to reimburse

us for any judgments, fines and amounts paid or actually incurred by us or an indemnitee in connection with such legal action or in connection

In addition, Chenlong Tan,

our Chairman, President and Chief Executive Officer and a beneficial owner more than 5% of our common stock, has agreed to reimburse us

for any judgments, fines and amounts paid or actually incurred by us or an indemnitee in connection with such legal action or in connection

with any settlement agreement entered into by us or an indemnitee up to a maximum of $3.5 million in the aggregate, with the sole source

of funding of such reimbursement to come from sales of shares then owned by Mr.

For further information, see “Risk Factors

– Prior to our initial public offering we unilaterally terminated an engagement agreement with Boustead Securities LLC and may

be subject to litigation in the event we are not able to come to agreement on the amounts Boustead deems itself to be owed under such

agreement ” and “Certain Relationships and Related Transactions.”

of funding for such reimbursement to come from sales of shares then owned by Mr.

For further information, see “ Risk Factors – Prior to our initial public offering we unilaterally

terminated an engagement agreement with Boustead Securities LLC and may be subject to litigation in the event we are not able to come

to agreement on the amounts Boustead deems itself to be owed under such agreement ” and “ Certain Relationships and Related Transactions .”

We are not presently party

4 unchanged sentences

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.

What changed 10-K

Item 3. Legal Proceedings