LEGAL PROCEEDINGS
−Removed: As a result of the merger, the Company is party to various litigation matters given Millendo’s role as successor to OvaScience, Inc.
−Removed: (“OvaScience”).
−Removed: OvaScience merged with Millendo in 2018.
−Removed: Prior to the merger, OvaScience was sued in three matters that are disclosed below.
−Removed: On November 9, 2016, a purported shareholder derivative action was filed in Massachusetts State court (Cima v.
−Removed: Dipp) against OvaScience and certain former officers and directors of OvaScience and OvaScience alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets for purported actions related to OvaScience’s January 2015 follow-on public offering.
−Removed: As of September 12, 2022, the parties have reached an agreement in principle and have executed a term sheet in connection with a settlement.
−Removed: On September 13, 2022, the parties filed a joint motion to stay the case pending settlement.
−Removed: On September 15, 2022, the court issued a 90-day nisi order.
−Removed: On December 14, 2022, the court extended that order for 60 days to February 20, 2023.
−Removed: The parties have now reached an agreement on all of the material settlement terms and informed the court of this in a joint status update and request for extension of the order until March 22, 2023.
−Removed: On February 17, 2023, the court extended the order until March 22, 2023 and set a court appearance for March 23, 2023.
−Removed: The parties are currently working on the settlement documentation.
−Removed: Any final settlement is subject to Court approval.
−Removed: On March 24, 2017, a purported shareholder class action lawsuit was filed in Massachusetts Federal court (Dahhan v.
−Removed: OvaScience, Inc.) against OvaScience and certain former officers of OvaScience alleging violations of Sections 10(b) and 20(a) of the Exchange Act (the “Dahhan Action”).
−Removed: On March 4, 2022, the parties filed a motion to preliminarily approve a settlement of the action.
−Removed: The settlement amount of $15 million was funded entirely by insurance.
−Removed: All defendants expressly deny liability.
−Removed: On April 1, 2022, the Court preliminarily approved the settlement.
−Removed: On December 20, 2022, the Court entered final approval of the settlement and dismissed the Dahhan Action with prejudice.
−Removed: The settlement included a release of all claims against the defendants thus no liability and $15 million related to this matter was recorded in our Condensed Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021, respectively.
−Removed: On July 27, 2017, a purported shareholder derivative complaint was filed in Massachusetts Federal court (Chiu v.
−Removed: Dipp) against OvaScience and certain former officers and directors of OvaScience alleging breach of fiduciary duties, unjust enrichment and violations of Section 14(a) of the Exchange Act.
−Removed: related to OvaScience’s January 2015 follow-on public offering and other public statements concerning OvaScience’s AUGMENT treatment.
−Removed: Following the Court’s dismissal of an amended complaint, the parties agreed that plaintiffs could file a second amended complaint and that the case would be stayed pending the resolution of the Dahhan Action.
−Removed: In May 2018, the court entered an order staying this case pending the resolution of the Dahhan Action.
−Removed: As of September 12, 2022, the parties have reached an agreement in principle and have executed a term sheet in connection with the settlement.
−Removed: On February 14, 2023, the parties informed the court that, subject to court approval, they had reached an agreement to settle Chiu v.
−Removed: Dipp as well Cima v.
−Removed: The parties requested a 90-day stay in order for the parties to present the settlement to the state court in Cima v.
−Removed: On February 16, 2023, the court granted the 90-day stay.
−Removed: The parties are currently working on the settlement documentation.
−Removed: Any final settlement is subject to Court approval.
−Removed: In addition to the matters described above, we may be a party to litigation and subject to claims incident to the ordinary course of business from time to time.
−Removed: Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, and diversion of management resources.
+Added: We are not currently a party to any material legal proceedings.
+Added: From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business.
+Added: Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.
MINE SAFETY DISCLOSURES
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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.