What changed in this filing

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Item 1. Legal Proceedings

2026-02-17 compared with 2025-11-14 · 83 added, 78 removed, 131 unchanged (55% of the section changed)

1 unchanged sentence

Securities Class Action Litigation.

On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the

“Manici Action”) were filed by purported stockholders of the Company in the United States District Court for the Central District

of California against the Company and certain of the Company’s current and former officers and directors.

The complaints allege,

among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule

10b-5 thereunder, by making false and misleading statements and omissions of material fact in connection with the Company’s relationship

with Serhat Gümrükcü and its commercial prospects.

26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the “Manici

Action”) were filed by purported stockholders of the Company in the United States District Court for the Central District of California

against the Company and certain of the Company’s current and former officers and directors.

The complaints allege, among other things,

that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by

making false and misleading statements and omissions of material fact in connection with the Company’s relationship with Serhat

Gümrükcü and its commercial prospects.

The complaints seek unspecified damages, interest, fees, and costs.

On November 22, 2022, the Manici Action was voluntarily dismissed without prejudice.

The Chow Action (also referred to as the “Securities

Class Action Litigation”) remains pending.

22, 2022, the Manici Action was voluntarily dismissed without prejudice.

The Chow Action (also referred to as the “Securities Class

Action Litigation”) remains pending.

On October 22, 2023, the Court appointed a lead plaintiff in the Chow Action.

plaintiff filed an amended complaint on December 15, 2023.

The lead plaintiff

filed an amended complaint on December 15, 2023.

The Company filed a motion to dismiss the amended complaint on March 15, 2024.

The Court denied the Company’s motion to dismiss on June 28, 2024.

A mediation was held on September 17, 2024, after which the parties

signed a stipulation of settlement that, subject to final approval by the United States District Court for the Central District of California,

denied the Company’s motion to dismiss on June 28, 2024.

A mediation was held on September 17, 2024, after which the parties signed

a stipulation of settlement that, subject to final approval by the United States District Court for the Central District of California,

provides for resolution of the Securities Class Action Litigation.

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approval of the settlement on August 18, 2025.

Federal Derivative Litigation.

Plaintiff filed a motion for final approval of the settlement on October 21, 2025.

25, 2025, the court held a hearing on lead plaintiff’s motion for final approval of the settlement, and it is currently pending

before the court.

Federal Derivative

On September 22, 2022, Samuel E.

Koenig filed a shareholder derivative action in the United States District Court for the Central

District of California (the “Koenig Matter”).

The Koenig Matter, filed on behalf of the Company, names Serhat Gümrükcü

and certain of the Company’s current and former directors as defendants, and also names the Company as a nominal defendant.

Koenig Matter alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and also sets out claims for breach

of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement.

Plaintiff does not quantify any alleged

injury, but seeks damages, disgorgement, restitution, and other costs and expenses.

On January 24, 2023, the United States District Court

for the Central District of California stayed the Koenig Matter pending resolution of the defendants’ anticipated motion to dismiss

in the Securities Class Action Litigation.

On June 28, 2024, the United States District Court for the Central District of California denied

defendants’ motion to dismiss the Securities Class Action Litigation.

The parties in the Koenig Matter, the Solak Matter (defined

below), and the Midler Matter (defined below) have entered into a stipulation of settlement that, subject to final approval by the United

States District Court for the Central District of California, provides for resolution of the Koenig Matter, Solak Matter, and Midler Matter

(the “Koenig-Solak-Midler Settlement”).

Koenig filed a shareholder derivative action in the United States District Court

for the Central District of California (the “Koenig Matter”).

The Koenig Matter, filed on behalf of the Company, names

Serhat Gümrükcü and certain of the Company’s current and former directors as defendants, and also names the

Company as a nominal defendant.

The Koenig Matter alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of

1934, and also sets out claims for breach of fiduciary duty, contribution and indemnification, aiding and abetting, and gross

mismanagement.

Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and

On January 24, 2023, the United States District Court for the Central District of California stayed the Koenig Matter

pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation.

2024, the United States District Court for the Central District of California denied defendants’ motion to dismiss the

Securities Class Action Litigation.

The parties in the Koenig Matter, the Solak Matter (defined below), and the Midler Matter

(defined below) have entered into a stipulation of settlement that, subject to final approval by the United States District Court

for the Central District of California, provides for resolution of the Koenig Matter, Solak Matter, and Midler Matter (the

“Koenig-Solak-Midler Settlement”).

On November 3, 2025, plaintiff in the Koenig Matter filed a motion for preliminary

approval of the Koenig-Solak-Midler Settlement with the United States District Court for the Central District of California.

The defendants

have not yet responded to the complaint.

court held a hearing on the motion for preliminary approval on November 25, 2025, and it is currently pending before the court.

defendants have not yet responded to the complaint.

On January 19, 2023, John Solak

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State Derivative Litigation.

On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County (the “Midler

The Midler Matter, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s

current and former directors as defendants.

On October 20, 2022,

Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County (the “Midler Matter”).

The Midler Matter, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s current and

former directors as defendants.

The Midler Matter also names the Company as a nominal defendant.

The Midler Matter sets out

claims for breaches of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement.

Plaintiff does

not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses.

On January 20, 2023, the

Court stayed the Midler Matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action

On June 28, 2024, the United States District Court for the Central District of California denied defendants’ motion

to dismiss the Securities Class Action Litigation.

The Midler Matter sets out claims for

breaches of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement.

Plaintiff does not quantify

any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses.

On January 20, 2023, the Court stayed

the Midler Matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation.

On June 28, 2024, the United States District Court for the Central District of California denied defendants’ motion to dismiss the

Securities Class Action Litigation.

On July 31, 2025, the court stayed the Midler Matter for 120 days.

On November 3, 2025,

plaintiff in the Koenig Matter filed a motion for preliminary approval of the Koenig-Solak-Midler Settlement in the United States District

Court for the Central District of California.

The defendants have not yet responded to the complaint.

Management is unable to determine

the likelihood of a loss, including a possible range of losses, if any, arising from this matter as of the reporting date.

On November 3, 2025, plaintiff

in the Koenig Matter filed a motion for preliminary approval of the Koenig-Solak-Midler Settlement in the United States District Court

for the Central District of California.

The Midler Matter is stayed pending approval of the Koenig- Solak-Midler Settlement.

The defendants

have not yet responded to the complaint.

Management is unable to determine the likelihood of a loss, including a possible range of losses,

if any, arising from this matter as of the reporting date.

21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat

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to dismiss the Derivative Complaint on a variety of procedural and substantive grounds.

A hearing on the motion dismiss was held on October

3, 2024 and the court subsequently took the motion under submission.

On October 22, 2024, the plaintiffs filed a notice of certain subsequent

events that they allege relate to their pending motion to dismiss.

A hearing on the motion to dismiss was held on

October 3, 2024 and the court subsequently took the motion under submission.

On October 22, 2024, the plaintiffs filed a notice of certain

subsequent events that they allege relate to their pending motion to dismiss.

On October 29, 2024, the court granted the director defendants’

3 unchanged sentences

remains pending.

On June 21, 2024, the Company filed

suit against Weird Science, Gumrukcu, Wittekind, and certain trusts in connection with the February 16, 2018 merger involving the Company

and two companies closely associated with Gumrukcu.

In the complaint, the Company alleges that Gumrukcu and others deliberately and fraudulently

concealed a murder-for-hire scheme from the Company in order to induce the Company to enter into the merger agreement, which resulted

in the defendants receiving shares and compensation.

The Company asserts claims for fraudulent concealment, equitable fraud, unjust enrichment,

and civil conspiracy and seeks, inter alia , equitable relief, including, but not limited to, return to the Company any shares received

in connection with the merger, and damages.

On June 21, 2024, the Company

filed suit against Weird Science, Gumrukcu, Wittekind, and certain trusts in connection with the February 16, 2018 merger involving the

Company and two companies closely associated with Gumrukcu.

In the complaint, the Company alleges that Gumrukcu and others deliberately

and fraudulently concealed a murder-for-hire scheme from the Company in order to induce the Company to enter into the merger agreement,

which resulted in the defendants receiving shares and compensation.

The Company asserts claims for fraudulent concealment, equitable fraud,

unjust enrichment, and civil conspiracy and seeks, inter alia , equitable relief, including, but not limited to, return to the Company

any shares received in connection with the merger, and damages.

On October 1, 2024, the defendants moved to dismiss the complaint.

A hearing took place on

June 25, 2025, and on November 7, 2025, the Court granted defendants’ motion and dismissed the complaint.

Lunai commenced an action against Predictive Oncology, Inc.

in the Delaware Court of Chancery claiming that POAI breached a “definitive” January 2025 Letter Agreement pursuant to which

Lunai was going to acquire POAI.

As a result of its breach, POAI made that acquisition impossible and dramatically devalued the share

price of stock Lunai had already acquired as well as the value of the company it was contractually entitled to acquire.

Lunai sought specific

performance or, in the alternative, money damages.

The parties have exchanged paper discovery and noticed depositions.

The action has

been held in abeyance while the parties attempt to negotiate a settlement.

took place on June 25, 2025, and on November 7, 2025, the Court granted defendants’ motion and dismissed the complaint.

Lunai commenced an action against

Predictive Oncology, Inc.

(“POAI”) in the Delaware Court of Chancery claiming that POAI breached a “definitive”

January 2025 Letter Agreement pursuant to which Lunai was going to acquire POAI.

As a result of its breach, POAI made that acquisition

impossible and dramatically devalued the share price of stock Lunai had already acquired as well as the value of the company it was contractually

entitled to acquire.

Lunai sought specific performance or, in the alternative, money damages.

The parties have exchanged paper discovery

and noticed depositions.

The action has been held in abeyance while the parties attempt to negotiate a settlement.

Risk Factors.

2 unchanged sentences

Unregistered Sales of Equity Securities and Use of Proceeds.

On July 7, 2025, the Company issued 5.36 million shares

of common stock, valued at $16.1 million upon the conversion of convertible notes (see Note 6).

Defaults Upon Senior Securities.

2 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