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Item 3. Legal Proceedings

2025-03-20 compared with 2024-03-21 · 24 added, 10 removed, 2 unchanged (94% of the section changed)

Legal Proceedings

On September 16, 2019, an action (the “PA Action”) was filed in the Court of Common Pleas of Philadelphia County, Trial Division, against, among others, the Company and its wholly-owned subsidiaries, igourmet and Food Innovations, Inc.

Since that time, other parties involved in the incident have joined as plaintiffs in the PA Action.

The complaint in the PA Action alleges, inter alia, wrongful death and negligence by a driver employed by igourmet and indicates a demand and offer to settle for fifty million dollars.

On January 5, 2024, all parties to the PA Action came to an agreement at Mediation on the material terms of settlement and on January 22, 2024, a settlement was agreed upon in an action filed in the Court of Common Pleas of Philadelphia County, Trial Division against, among others, the Company and its wholly owned subsidiaries, igourmet and Food Innovations, Inc.

On Monday, January 29, 2024, the Company received a settlement and release agreement from certain plaintiffs in the PA Action.

The Company and its subsidiaries resolved all liabilities within the coverages of their insurance carriers.

From time to time, the Company has become and may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business, or as the result of current or previous investments, or current or previous subsidiaries, or current or previous employees, or current or previous directors, or as a result of acquisitions and dispositions or other corporate activities.

The Company intends to vigorously defend its positions.

However, 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 financial position or our business, and the outcome of these matters cannot be ultimately predicted.

time to time, the Company has become and may become involved in certain lawsuits and legal proceedings which arise in the ordinary course

of business, or as the result of current or previous investments, or current or previous subsidiaries, or current or previous employees,

or current or previous directors, or as a result of acquisitions and dispositions or other corporate activities.

The Company intends

to vigorously defend its positions.

However, 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 financial position or our business, and the outcome of these matters cannot be

ultimately predicted.

To the knowledge of our management team, except as

set forth below, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of

our management team in their capacity as such.

On September 11, 2023, the Company entered into an

agreement with High Impact Analytics, LLC (“High Impact”) whereby the latter would provide sales management and support services

in exchange for a variable fee.

The agreement contained a provision requiring 30 days’ written notice for “cancellation”,

following which High Impact would be entitled to commissions for 120 days thereafter;

the agreement also explicitly expired on September

11, 2024 (at which point, by its own terms, it was “no longer in force”), and was not renewed.

High Impact demanded continuing

variable fee payments on the grounds that the Company had not “cancelled” the agreement, and the Company responded that the

agreement expressly terminated on September 11, 2024, such that no cancellation was required.

On March 13, 2025, High Impact filed suit

in Benton County, Arkansas, alleging that it is entitled to fees in the amount of $500,000, or alternatively treble damages under Ark.

The Company denies any liability to High Impact and is examining its legal options in response to the foregoing

Mine Safety Disclosure

Not Applicable.

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