Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS
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. Seneca
Biopharma, Inc., et al. , Case No. 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. , Case No. 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
al. , Case No. 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,
Inc., et al. , Case No. 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,
Inc., et al. , Case No. 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
al. , Case No. 1:21-cv-00292 (the “Curtis Complaint”).
On March 1,
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”).
On March 2,
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.,
et al. , Case No. 1:21-cv-00326 (the “Anderson Complaint”).
On March 3,
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. Seneca
Biopharma, Inc., et al. , Case No. 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. 21-cv-0166.
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’ fees. The Mathews Complaint also seeks to enjoin any vote on the
Merger; 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.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable
PART II
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