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Item 3. Legal Proceedings

2021-03-22 compared with 2020-03-27 · 83 added, 4 removed, 3 unchanged (97% of the section changed)

LEGAL PROCEEDINGS

As of the date of this Annual Report, there

are no material pending legal or governmental proceedings relating to our company or properties to which we are a party, and to

our knowledge there are no material proceedings to which any of our directors, executive officers or affiliates are a party adverse

to us or which have a material interest adverse to us.

As of the date of this Annual Report, except as described below,

there are no material pending legal or governmental proceedings relating to our company or properties to which we are a party,

and to our knowledge there are no material proceedings to which any of our directors, executive officers or affiliates are a party

adverse to us or which have a material interest adverse to us.

Nine complaints have

been filed by purported Seneca stockholders, each of which seeks to enjoin the Merger and other relief.

On January 8,

2021, Joseph Sheridan, a purported Seneca stockholder, filed a complaint in the United States District Court for the Southern

District of New York against Seneca, the members of its board of directors, and LBS, captioned Sheridan v.

Biopharma, Inc., et al.

1:21-cv-00166 (the “Sheridan Complaint”).

Also, on January

8, 2021, Hesam Pirjamaat, a purported Seneca stockholder, filed a complaint in the United States District Court for the

Southern District of New York against Seneca, the members of its board of directors, Townsgate Acquisition Sub 1, Inc., and

LBS, captioned Pirjamaat v.

Seneca Biopharma, Inc., et al.

1:21-cv-00172 (the “Pirjamaat

Complaint”).

On January 13, 2021,

Brian Johnson, a purported Seneca stockholder, filed a complaint in the United States District Court for the Southern District

of New York against Seneca and the members of its board of directors, captioned Johnson v.

Seneca Biopharma, Inc., et

1:21-cv-00310 (the “Johnson Complaint”).

On January 15,

2021, Vipin Mathews, a purported Seneca stockholder, filed a complaint in the United States District Court for the Eastern

District of New York against Seneca and the members of its board of directors, captioned Mathews v.

Seneca Biopharma,

1:21-cv-00242 (the “Mathews Complaint”).

On January 22,

2021, Emily Pechal, a purported Seneca stockholder, filed a complaint in the United States District Court for the Southern

District of New York against Seneca and the members of its board of directors, captioned Pechal v.

Seneca Biopharma,

1:21-cv-00585 (the “Pechal Complaint”).

On February 25,

2021, Marcie Curtis, a purported Seneca stockholder, filed a complaint in the United States District Court for the District

of Delaware against Seneca and the members of its board of directors, captioned Curtis v.

Seneca Biopharma, Inc., et

1:21-cv-00292 (the “Curtis Complaint”).

2021, Juanesha Valdez, a purported Seneca stockholder, filed a complaint in the United States District Court for the Eastern

District of Pennsylvania against Seneca, the members of its board of directors, Townsgate Acquisition Sub 1, Inc., and LBS,

captioned Valdez v.

Seneca Biopharma, Inc.

, et al., Case No.

1:21-cv-00980 (the “Valdez Complaint”).

2021, Bryan Anderson, a purported Seneca stockholder, filed a complaint in the United States District Court for the District

of Delaware against Seneca and the members of its board of directors, captioned Anderson v.

Seneca Biopharma, Inc.,

1:21-cv-00326 (the “Anderson Complaint”).

2021, Jack McIntire, a purported Seneca stockholder, filed a complaint in the United States District Court for the Southern

District of New York against Seneca and the members of its board of directors, captioned McIntire v.

Biopharma, Inc., et al.

1:21-cv-01869 (the “McIntire Complaint,”

and, together with the Sheridan

Complaint, the Pirjamaat Complaint, the Johnson Complaint, the Mathews Complaint, the Pechal Complaint, the Curtis Complaint,

the Valdez Complaint, the Anderson Complaint, the “Stockholder Complaints”).

On February 26,

2021, the United States District Court for the Southern District of New York entered an order consolidating the Sheridan

Complaint, the Pirjamaat Complaint, the Johnson Complaint, and the Pechal Complaint under Case No.

The Stockholder

Complaints assert claims against Seneca, the members of the Seneca Board, and LBS as defendants under Section 14(a) of the

Exchange Act and Rule 14a-9 promulgated thereunder for allegedly false and misleading statements in this proxy

statement/prospectus/information statement and Section 20(a) of the Exchange Act for alleged “control person”

liability with respect to such allegedly false and misleading statements.

The Johnson Complaint also asserts that the members

of the Seneca Board breached their fiduciary duties of candor/disclosure in connection with the Merger by purportedly failing

to disclose material information about the Merger.

Each of the Stockholder Complaints seek, among other relief, injunctive

relief, including enjoining the Merger unless and until the defendants disclose the allegedly omitted material information,

as well as an award of attorneys’

and experts’

The Mathews Complaint also seeks to enjoin any vote on the

the Sheridan Complaint, the Johnson Complaint, and the McIntire Complaint seek damages;

the Sheridan Complaint, the

Pirjamaat Complaint, the Mathews Complaint, the Curtis Complaint, the Valdez Complaint, and the Anderson Complaint, seek, in

the event the defendants consummate the merger, rescission of the Merger or an award of rescissory damages;

the Pirjamaat

Complaint, the Curtis Complaint, and the Valdez Complaint seek an order directing the Seneca Board to disseminate a revised

registration statement in compliance with Sections 14(a) and/or 20(a) of the Exchange Act and Rule 14a-9;

and the Pirjamaat

Complaint, the Mathews Complaint, the Curtis Complaint, the Valdez Complaint, and the Anderson Complaint seek a declaration

that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act and Rule 14a-9.

Seneca believe the

allegations in the Complaints are without merit.

MINE SAFETY DISCLOSURE

1 unchanged sentence

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