LEGAL PROCEEDINGS
−Removed: On August 10, 2018, we, our chief executive officer
−Removed: and our chief financial officer received a Wells notice from the enforcement division staff of the Miami Regional Office of the SEC in
−Removed: connection with an investigation into the accuracy of certain statements in our Form 10 registration statement filed June 2, 2016, as
−Removed: amended, and our Form 10-K annual report filed May 8, 2017.
−Removed: The staff’s inquiry was focused on our disclosure language in those
−Removed: filings relating to the FDA requirements for our consumer transdermal patch products in that our filings did not accurately reflect the
−Removed: FDA’s jurisdiction over our consumer products and did not disclose that we could not legally market these products in the United
−Removed: On September 7, 2018, we and the officers filed a Wells submission in response.
−Removed: After engaging in settlement discussions with
−Removed: the staff about the matters under investigation, we and the officers submitted an offer of settlement to resolve the investigation without
−Removed: admitting or denying any violations of the federal securities laws.
−Removed: On December 26, 2018, the SEC announced that it
−Removed: has accepted the settlement offer and instituted settled administrative cease-and-desist proceedings against us and the named officers.
−Removed: The SEC’s administrative order, dated December 26, 2018, finds that we and the officers consented – without admitting or denying
−Removed: any findings by the SEC– to cease-and-desist orders against them for violations by us of Sections 12(g) and 13(a) of the Exchange
−Removed: Act 1934 and Rules 12b-20 and 13a-1 thereunder, which require issuers to file accurate registration statements and annual reports with
−Removed: violations by the officers for causing our violations of the above issuer reporting provisions;
−Removed: and violations by the officers
−Removed: of Rule 13a-14 of the Exchange Act, which requires each principal executive and principal financial officer of issuers to attest that
−Removed: annual reports filed with the SEC do not contain any untrue statements of material fact.
−Removed: In addition to consenting to the cease-and-desist
−Removed: orders, the officers have each agreed to pay a $25,000 civil penalty to resolve the investigation.
−Removed: The administrative order does not impose
−Removed: a civil penalty or any other monetary relief against us.
On July 27, 2018, we commenced an action in the
38 unchanged sentences
the complaint, and the parties have recently commenced the discovery phase of the litigation.
−Removed: A trial date is expected to be set for some
−Removed: time in early 2022.
+Added: The Court has scheduled a trial in June
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.