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The complaint states that the plaintiff's claims against the Company are limited to the Company's coconut water products packaged in cans,
+Added: but the complaint also alleges that exposure to BPA occurs when individuals consume coconut water in cartons and other containers.
+Added: On May 23, 2025, the plaintiff amended the complaint to name additional retailers, manufacturers and/or companies that market coconut water products.
The complaint seeks injunctive relief, including an injunction prohibiting defendants from offering coconut water products sold in California without either reducing the BPA level in the product such that no Proposition 65 warnings are required or providing prior clear and reasonable warnings, and civil penalties.
−Removed: As of the date of this Report, the Company has not responded to the complaint, and intends to vigorously defend against the claims.
−Removed: Due in part to the early stage of the proceedings, we cannot predict the outcome of this matter at this time.
−Removed: As disclosed above, on December 4, 2024, the Company entered into the Exchange Agreement with Roosevelt providing for the Exchange transaction, and on February 14, 2025, the Company filed a registration statement on
−Removed: Form S-4 with the SEC, including a preliminary proxy statement/prospectus, relating to shares to be issued in the transaction and a special meeting of stockholders of the Company to be held to approve the issuance of shares in the transaction and related proposals.
−Removed: Since the date of filing of the registration statement, the Company has received several letters (the "Demand Letters") from counsel to purported stockholders of the Company.
−Removed: Each letter asserts that the preliminary proxy statement included in the registration statement was deficient and demanded that the alleged deficiencies be rectified.
+Added: On July 22, 2025, the Company filed an answer to the complaint, denying liability and asserting a number of affirmative defenses.
+Added: The parties have commenced discovery.
+Added: The Company intends to vigorously defend itself against the claims.
+Added: As disclosed above, on December 4, 2024, the Company entered into the Exchange Agreement with Roosevelt providing for a business combination transaction pursuant to the Exchange.
+Added: The Exchange Agreement was terminated effective December 29, 2025.
+Added: On February 14, 2025, the Company filed a registration statement on Form S-4 with the SEC, including a preliminary proxy statement/prospectus, relating to shares to be issued in the transaction and a special meeting of stockholders of the Company to be held to approve the issuance of shares in the transaction and related proposals.
+Added: After the date of filing of the registration statement, the Company received several letters (the "Demand Letters") from counsel to purported stockholders of the Company.
+Added: Each letter asserted that the preliminary proxy statement included in the registration statement was deficient and demanded that the alleged deficiencies be rectified.
The Demand Letters allege, among other matters, that corrective disclosures are required to be included in the registration statement to address alleged material misstatements and omissions in the registration statement and that the proxy statement/prospectus contains materially incomplete and misleading information concerning, among other matters, financial projections, financial analysis performed by the entity that provided a fairness opinion to the Company's board of directors in connection with the transaction, potential conflicts of interest involving the Company's financial advisor in connection with the transaction and the Company's insiders, and possible breach of fiduciary duties by the directors of executive officers of the Company in connection with the transaction.
−Removed: Certain of the Demand Letter include a request for inspection of certain books and records of the Company pursuant to Delaware corporate law.
−Removed: It is possible that additional, similar letters may be received, or complaints filed.
−Removed: If this occurs, except as may be required by law, the Company does not intend to announce the filing of any such additional demand letter or any such complaint.
−Removed: The Company believes that the allegations in the Demand Letters are without merit and intends to vigorously defend itself against any complaint that may be filed.
+Added: Certain of the Demand Letters included a request for inspection of certain books and records of the Company pursuant to Delaware corporate law.
+Added: The Company has not received any communications relating to the Demand Letters after the announcement of the termination of the Exchange Agreement.
+Added: In light of the termination of the Exchange Agreement with Roosevelt, as disclosed above, the Company believes that the matters contained in the Demand Letters should be regarded as having effectively been mooted.
+Added: However, if any of the Demand Letters continue to be pursued, the Company believes that the allegations in the Demand Letters are without merit and intends to vigorously defend itself against any complaint that may be filed.
The matters described in this section could divert management time and attention from the Company, and could involve significant amounts of legal fees and other fees and expenses.
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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.