Item 3. Legal Proceedings
Item 3.
Legal Proceedings
On January 17, 2022, a stockholder complaint was filed in the United States District Court for the Eastern District of New York, against
us and the members of the Board, entitled Gates v. SLR Investment Corp., et al.,
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No. 1:22-cv-00261 (the Gates Complaint). On January 21, 2022, a stockholder complaint was filed in
the United States District Court for the Southern District of New York, against us and the members of the Board, entitled Shumacher v. SLR Investment Corp., et al., No.
1:22-cv-00576 (the Shumacher Complaint and together with the Gates Complaint, the Merger Complaints).
Each of the Gates Complaint and Schumacher Complaint alleges, among other things, that the joint proxy statement/prospectus that we initially
filed with the SEC on December 16, 2021 contains materially misleading and incomplete disclosures. Each of the Gates Complaint and Schumacher Complaint seeks, among other things, that supplemental disclosures be made to the joint proxy
statement/prospectus to address the alleged materially misleading and incomplete disclosures. As a result of the alleged omissions, each of the Gates Complaint and Schumacher Complaint seeks to hold us and our directors liable for violating
Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and additionally seeks to hold our directors liable as control persons pursuant to Section 20(a) of the Exchange Act.
We and the members of the Board (the individual defendants) believe that we have disclosed in the joint proxy statement/prospectus
all information required to be disclosed therein and that the additional disclosures requested by the plaintiffs are immaterial. Neither we nor the individual defendants have yet responded to the Merger Complaints. Each of the Merger Complaints
seeks, among other relief, an injunction preventing the closing of the Mergers, rescission of the Merger Agreement or any of its terms to the extent already implemented or awarding of rescissory damages, and expenses incurred by prosecuting the
Merger Complaints, including an award of attorneys and experts fees.
While we and the individual defendants believe these
claims are without merit and intend to defend the lawsuits vigorously, there can be no assurance that we and the individual defendants will ultimately prevail in either of the Merger Complaints. Additionally, further lawsuits may be filed
before our special meeting to vote on the approval to issue shares of our common stock in connection with the Mergers and/or the consummation of the Mergers. While the outcome of these legal proceedings cannot be predicted with certainty, we do not
expect that these proceedings will have a material effect upon our financial condition or results of operations.
Item 4.
Mine Safety Disclosures
Not applicable.
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PART II