LEGAL PROCEEDINGS
−Removed: Our former placement agent, Boustead Securities LLC, has brought a
−Removed: legal action against us following our communication to Boustead to unilaterally terminate an engagement agreement under which we and Boustead
−Removed: had originally intended for Boustead to be engaged to act as an exclusive underwriter in our initial public offering.
−Removed: To date, we have
−Removed: been unable to reach a settlement with Boustead.
−Removed: On April 30, 2021, Boustead filed a statement of claim with FINRA demanding to arbitrate
−Removed: the dispute, and is seeking, among other things, monetary damages against the Company and D.A.
+Added: Legal Proceedings
+Added: former placement agent, Boustead Securities LLC ("Boustead”), has brought a legal action against us following our communication
+Added: to Boustead to unilaterally terminate an engagement agreement under which we and Boustead had originally intended for Boustead to be engaged
+Added: to act as an exclusive underwriter in our initial public offering.
+Added: To date, we have been unable to reach a settlement with Boustead.
+Added: April 30, 2021, Boustead filed a statement of claim with FINRA demanding to arbitrate the dispute, and is seeking, among other things,
+Added: monetary damages against the Company and D.A.
Davidson & Co.
−Removed: We are presently waiting
−Removed: for the FINRA panel to schedule a hearing date on the matter.
−Removed: We believe that we have meritorious defenses to any claims that Boustead
−Removed: may assert, and we do not believe that such claims will have a material adverse effect on our business, financial condition or operating
+Added: The matter is presently scheduled to have a pre-hearing conference before
+Added: a FINRA arbitration panel on September 26, 2023.
+Added: The actual FINRA arbitration, however, has been postponed and, as a result, a date for
+Added: the FINRA arbitration hearing has not yet been set.
+Added: The Company and its special litigation counsel are in the process of preparing for
+Added: We believe that we have meritorious defenses to any claims that Boustead may assert, and we do not believe that such claims
+Added: will have a material adverse effect on our business, financial condition, or operating results.
However, we have agreed to indemnify D.A.
Davidson & Co.
−Removed: and the other underwriters who participated in our initial public
−Removed: offering against any liability or expense they may incur or be subject to arising out of the Boustead dispute.
−Removed: In addition, Chenlong Tan,
−Removed: our Chairman, President and Chief Executive Officer and a beneficial owner more than 5% of our common stock, has agreed to reimburse us
−Removed: for any judgments, fines and amounts paid or actually incurred by us or an indemnitee in connection with such legal action or in connection
−Removed: 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
−Removed: of funding for such reimbursement to come from sales of shares then owned by Mr.
−Removed: For further information, see “ Risk Factors – Prior to our initial public offering we unilaterally
−Removed: terminated an engagement agreement with Boustead Securities LLC and may be subject to litigation in the event we are not able to come
−Removed: to agreement on the amounts Boustead deems itself to be owed under such agreement ” and “ Certain Relationships and Related Transactions .”
−Removed: We are not presently party
−Removed: to any pending or other threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial
−Removed: condition or operating results, although from time to time, we may become involved in legal proceedings in the ordinary course of business.
+Added: and the other underwriters who participated in our initial public offering against any liability or expense they may
+Added: incur or be subject to arising out of the Boustead dispute.
+Added: In addition, Chenlong Tan, our Chairman, President, and Chief Executive Officer
+Added: and a beneficial owner of more than 5% of our common stock, has agreed to reimburse us for any judgments, fines and amounts paid or actually
+Added: incurred by us or an indemnitee in connection with such legal action or in connection with any settlement agreement entered into by us
+Added: 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
+Added: sales of shares then owned by Mr.
+Added: than the above, we are not presently party to any pending or other threatened legal proceedings or claims that we believe will have a
+Added: material adverse effect on our business, financial condition, or operating results, although from time to time, we may become involved
+Added: in legal proceedings in the ordinary course of business.
MINE SAFETY DISCLOSURES
1 unchanged sentence
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.