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Item 1. Legal Proceedings

2026-05-15 compared with 2026-02-17 · 81 added, 74 removed, 140 unchanged (53% of the section changed)

25 unchanged sentences

before the court.

Federal Derivative

Federal Derivative Litigation.

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.

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”).

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”).

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.

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.

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

The 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 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.

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.

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 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 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.

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.

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.

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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On September 6, 2023, the court denied in part and granted in part the pending motions.

4, 2023, the Defendants answered the Company’s First Amended Complaint and G Tech and SRI filed a Cross-Complaint.

In the Cross-Complaint,

G Tech and SRI seek declaratory and injunctive relief related to certain agreements between G Tech, SRI, and the Company, including, inter

alia , a declaration that the Framework Agreement, effective as of November 15, 2019, the Statement of Work & License Agreement,

effective as of January 31, 2020, and the Statement of Work and License Agreement for Influenza and Coronavirus Indications, effective

as of April 18, 2021, have been terminated and the Company has no rights to any license under such agreements.

Trial was scheduled to

begin on March 3, 2025.

On November 14, 2024, the court vacated the March 3, 2025, trial date and set a trial setting conference for May

At the May 1, 2025, trial setting conference, the court reset the trial to begin on November 30, 2026.

On December 4, 2023, the Defendants answered the Company’s First Amended

Complaint and G Tech and SRI filed a Cross-Complaint.

In the Cross-Complaint, G Tech and SRI seek declaratory and injunctive relief related

to certain agreements between G Tech, SRI, and the Company, including, inter alia , a declaration that the Framework Agreement,

effective as of November 15, 2019, the Statement of Work & License Agreement, effective as of January 31, 2020, and the Statement

of Work and License Agreement for Influenza and Coronavirus Indications, effective as of April 18, 2021, have been terminated and the

Company has no rights to any license under such agreements.

Trial was scheduled to begin on March 3, 2025.

On November 14, 2024, the court

vacated the March 3, 2025, trial date and set a trial setting conference for May 1, 2025.

At the May 1, 2025, trial setting conference,

the court reset the trial to begin on November 30, 2026.

Discovery remains ongoing.

The Company denies the allegations in Defendants’ cross claims and intends to vigorously defend against them while pursuing its

claims against the Defendants.

The Company denies the allegations in Defendants’

cross claims and intends to vigorously defend against them while pursuing its claims against the Defendants.

A hearing regarding the status

of the case is scheduled on June 12, 2026.

7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson

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motion to dismiss under advisement.

26, 2025, the Court ruled on the balance of the claims against the Company and (1) denied the Company’s motion to dismiss Weird

Science’s breach of contract claims related to registration statements filed in 2020 and 2022;

(2) dismissed the fraudulent inducement

claim as time barred;

and (3) dismissed the declaratory judgment claim.

The Company denies Plaintiffs’ allegations and remaining

claims and intends to vigorously defend against these claims.

On February 26, 2025, the Court ruled on the balance of the claims against

the Company and (1) denied the Company’s motion to dismiss Weird Science’s breach of contract claims related to registration

statements filed in 2020 and 2022;

(2) dismissed the fraudulent inducement claim as time barred;

and (3) dismissed the declaratory judgment

The Company denies Plaintiffs’ allegations and remaining claims and intends to vigorously defend against these claims.

parties have agreed to schedule a mediation to address a global resolution of the parties’ claims and counterclaims.

The mediation

has not yet been scheduled.

24, 2023, counsel on behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect

35 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.

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

A hearing took place on June 25, 2025,

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

The only remaining claim is against Mr.

The Company intends to pursue that claim to judgment.

Chancellor Zum has issued an order providing that the Company new counsel

has until March 8, 2027 to retain new counsel.

Lunai commenced an action against

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Risk Factors.

As a “smaller reporting company”

as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information required by this

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults Upon Senior Securities.

Mine Safety Disclosures.

Not applicable.

As a “smaller reporting

company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information

required by this Item.

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