What changed in this filing

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Item 1. Legal Proceedings

2023-02-14 compared with 2022-11-14 · 23 added, 24 removed, 8 unchanged (85% of the section changed)

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.

Our former placement agent,

Boustead Securities LLC ("Boustead”), 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.

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 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.

The matter is presently scheduled to be heard before a FINRA

arbitration panel over six non-consecutive days in the months of April and May 2023.

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.

However, we have agreed to indemnify D.A.

The matter is presently scheduled to be heard before a FINRA arbitration panel over six non-consecutive

days in the months of April and May 2023.

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.

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.

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 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” in our Annual Report on Form 10-K filed with the SEC on September 28, 2022.

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.

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 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” in our Annual Report on Form 10-K filed with the SEC on September 28, 2022.

Other than the above, we are

3 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-Q

Item 1. Legal Proceedings