Legal Proceedings.
−Removed: December 21, 2023, Ault Lending, LLC (“Ault Lending”), a wholly owned subsidiary of Ault Alliance, Inc., which was at one
−Removed: time one of our largest stockholders, filed a derivative shareholder action in Delaware Chancery Court against us, our board of directors,
−Removed: Stingray Group and Regalia Ventures for alleged breach of fiduciary duty in approving a recent above-market private placement equity
−Removed: The complaint alleges that we and our board of directors followed an inadequate process in evaluating the private placement
−Removed: transaction that we completed in November 2023 and that we and our board of directors entered into the transaction with an intent to
−Removed: dilute Ault’s ownership stake in us.
−Removed: Ault Lending is seeking the following relief from the Court:
−Removed: (i) declarations that the defendant
−Removed: directors breached their fiduciary duties, and that Stingray Group and Regalia Ventures aided and abetted those breaches, (ii) rescinding
−Removed: our sale of shares to Stingray Group and Regalia Ventures, and (iii) awarding damages and attorney’s fees to Ault Lending.
−Removed: defendants have retained Delaware counsel to represent them in this matter and we have filed a motion to dismiss the suit.
−Removed: Flatiron & OAC Adelphi Litigation
−Removed: July 26, 2024, OAC 111 Flatiron, LLC and OAC Adelphi, LLC, filed a civil action in the Supreme Court of the State of New York against
−Removed: MICS Nomad LLC, a subsidiary of ours, and us for alleged breach of lease, seeking monetary damages including unpaid rent, future unpaid
−Removed: rent, and other expenses related to the lease.
−Removed: The complaint alleges the defendants breached the lease in various material respects.
−Removed: On September 25, 2024, we entered into a Settlement Agreement for a full release and dismissal of the complaint within five business
−Removed: days of our payment of $250,000.
−Removed: We made full payment of the settlement amount on October 25, 2024, and OAC Flatiron and OAC Adelphi
−Removed: filed a discontinuance with prejudice with the court on October 29, 2024.
−Removed: Yonder Litigation
February 11, 2025, Blue Yonder, Inc.
−Removed: (“Blue Yonder”) filed a civil action in the Superior Court of the State of Arizona against
−Removed: us for breach of contract and to enforce a stipulated judgment entered against SemiCab, Inc.
−Removed: In connection with
−Removed: the acquisition of the SemiCab business from SemiCab, Inc., we assumed a judgment against SemiCab in favor of Blue Yonder, Inc.
−Removed: with damages resulting from a breach of contract for IT subscription-based services.
+Added: (“Blue Yonder”) filed a civil action in the Superior Court of the State of Arizona against us for breach of contract and
+Added: to enforce a stipulated judgment entered against SemiCab, Inc.
+Added: in connection with the liabilities related to Blue Yonder that we assumed
+Added: when it acquired SemiCab, Inc.’s business.
+Added: Blue Yonder alleges that, because we assumed these liabilities, Blue Yonder can enforce
+Added: the judgment against us.
The judgment was in the amount of $509,119.
−Removed: complaint alleges that because we assumed SemiCab, Inc.’s liabilities related to Blue Yonder, Blue Yonder
−Removed: can enforce the judgment against us.
−Removed: We have retained counsel to represent us in this matter.
+Added: On August 1, 2025, we filed an answer to the complaint and counterclaims
+Added: against Blue Yonder for breach of contract.
+Added: On January 30, 3026, the court granted Blue Yonder’s motion for judgment on the pleadings.
+Added: The outcome of this matter is uncertain.
Mine Safety Disclosures.
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.