Legal Proceedings
−Removed: The Company filed an intellectual property suit against [24]7 Customer, Inc.
−Removed: (“[24]7”) in the Southern District of New York on March 6, 2014 seeking damages on the grounds that [24]7 reverse engineered and misappropriated the Company’s technology to develop competing products and misused the Company’s business information.
−Removed: On June 22, 2015, [24]7 filed suit against the Company in the Northern District of California alleging patent infringement.
−Removed: On December 7, 2015, [24]7 filed a second patent infringement suit against the Company, also in the Northern District of California.
−Removed: On March 16, 2017, the New York case was voluntarily transferred and consolidated with the two California cases in the Northern District of California for all pre-trial purposes.
−Removed: Rulings by both the Court and the United States Patent and Trademark Office in the Company’s favor have invalidated the majority of [24]7 patents that were asserted in the patent cases.
−Removed: The Company believes the remaining claims filed by [24]7 are entirely without merit and intends to defend them vigorously.
−Removed: Trial for the Company’s intellectual property and other claims asserted against [24]7 related to three of the customers at issue occurred on May 24, 2021 and the jury awarded approximately $30.3 million in favor of the Company, including approximately $6.7 million in compensatory damages and approximately $23.6 million in punitive damages.
−Removed: The Company currently anticipates that [24]7 may elect to pursue challenges to this award on procedural grounds.
−Removed: Accordingly, no amounts for the settlement have been reflected in the Company’s financial statements.
−Removed: Trial for [24]7’s patent infringement claims has been vacated, to be reset by the Court.
+Added: [24]7 Litigation
+Added: The Company filed an intellectual property suit (the “Company IP Suit”) against [24]7 Customer, Inc.
+Added: (“[24]7”) on March 6, 2014 seeking damages on the grounds that [24]7 reverse engineered and misappropriated the Company’s technology and misused the Company’s business information.
+Added: On June 22, 2015 and December 7, 2015, [24]7 filed separate countersuits (together, the “Countersuits”) against the Company in the Northern District of California (the “Court”) alleging patent infringement.
+Added: Trial with respect to the Company IP Suit occurred on May 24, 2021 and the jury awarded approximately $30.3 million in favor of the Company.
+Added: The Company and [24]7 subsequently reached agreement on the terms of a permanent injunction, and that additional costs were owed to the Company in the amount of $0.4 million.
+Added: On July 28, 2022, the Court granted the Company’s motion for interest, awarding an additional approximately $4.3 million.
+Added: 24[7] appealed the judgment in favor of the Company with respect to the Company IP Suit in August 2022.
+Added: In addition, further litigation between the parties to adjudicate the Counter suits had been set for late 2023, and another trial with respect to the Company’s remaining trade secret claims against [24]7 was set for early 2024.
+Added: On February 20, 2023, the Company and [24]7 entered into a binding Memorandum of Understanding (“MOU”) detailing the terms for settlement and resolution of all litigation matters between the parties.
+Added: The terms of the resolution are confidential, and provide for an up front settlement as well as entry into a commercial agreement between the parties.
+Added: All litigation matters between the parties are stayed pending final documentation of the resolution as set forth in the binding MOU, following dismissal of all litigation matters between the parties with prejudice is expected.
+Added: COVID-Related Matters
+Added: As has been widely reported, there is heightened scrutiny by the federal government across many programs related to COVID-19 that were introduced during the COVID-19 pandemic.
+Added: The Company and its wholly-owned subsidiary WildHealth were each previously engaged in the delivery of products and services related to COVID-19 testing, and have been subsequently subject to governmental inquiries with respect to those COVID-19 related products and services, including inquires by Medicare, the Department of Justice and the U.S.
+Added: Food and Drug Administration (“governmental agencies”).
+Added: In November 2022, a professional corporation managed by WildHealth received notice that Medicare reimbursements for its services rendered under a Medicare demonstration program related to COVID-19 testing (the “Program”) were suspended pending further review.
+Added: Subsequently, WildHealth has received and is responding to inquiries from additional governmental agencies with respect to its participation in the Program.
+Added: The Company previously provided other products and services related to COVID-19 testing and accompanying software.
+Added: Those COVID-19 related products and services have also been the subject of inquiry and pending review by governmental agencies.
+Added: The Company and WildHealth have discontinued all products and services related to COVID-19, and have responded to and intend to continue to cooperate with governmental inquiries related to their previous engagement in COVID-19 related product and service offerings.
From time to time, the Company is involved in or subject to legal, administrative, and regulatory proceedings, claims, demands, and investigations arising in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation.
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From time to time, third parties assert claims against the Company regarding intellectual property rights, privacy issues, and other matters arising in the ordinary course of business.
−Removed: Although the Company cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that the Company could incur, the Company currently believes that the final disposition of all existing matters will not have a material adverse effect on results of operations, financial condition, or cash flows.
In addition, in the ordinary course of business, the Company is also subject to periodic threats of lawsuits, investigations and claims.
Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
+Added: Although the Company cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that the Company could incur, the Company currently believes that the final disposition of all existing matters will not have a material adverse effect on results of operations, financial condition, or cash flows.
Mine Safety Disclosures
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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.