LEGAL PROCEEDINGS
−Removed: There are no material pending legal proceedings as defined by Item 103 of Regulation S-K, to which we are a party or of which any of our property is the subject, other than ordinary routine litigation incidental to the Company’s business.
+Added: Except as disclosed below, there are no material pending legal proceedings as defined by Item 103 of Regulation S-K, to which we are a party or of which any of our property is the subject, other than ordinary routine litigation incidental to the Company’s business.
There are no proceedings in which any of the directors, officers or affiliates of the Company, or any registered or beneficial holder of more than 5% of the Company’s voting securities, is an adverse party or has a material interest adverse to that of the Company.
+Added: On December 6, 2023, Xeriant, Inc.
+Added: (“Xeriant”) filed a complaint against Legacy XTI, along with two unnamed companies and five unnamed persons, in the United States District Court for the Southern District of New York.
+Added: On January 31, 2024, Xeriant filed an amended complaint, which added us as a defendant.
+Added: On February 2, 2024, the Court ordered Xeriant to show cause as to why the amended complaint should not be dismissed without prejudice for lack of subject matter jurisdiction.
+Added: On February 29, 2024, Xeriant filed a second amended complaint, which removed us and one of the unnamed companies as defendants.
+Added: The second amended complaint alleges that Legacy XTI, through multiple breaches and fraudulent actions, has caused substantial harm to Xeriant and has prevented it from obtaining compensation owed to it under various agreements entered into between Xeriant and Legacy XTI, including but not limited to a joint venture agreement, a cross-patent license
+Added: Table of Content s
+Added: agreement, an operating agreement, and a letter agreement.
+Added: In particular, Xeriant contends that Legacy XTI gained substantial advantages from the intellectual property, expertise, and capital deployed by Xeriant in the design and development of Legacy XTI’s TriFan 600 aircraft yet has excluded Xeriant from the transaction involving the TriFan 600 technology in its merger with us, which has resulted in a breach of the Letter Agreement, in addition to the other aforementioned agreements.
+Added: Xeriant, in the second amended complaint, asserts the following causes of action:
+Added: (1) breach of contract;
+Added: (2) intentional fraud;
+Added: (3) fraudulent concealment;
+Added: (4) quantum meruit;
+Added: (5) unjust enrichment;
+Added: (6) unfair competition/deceptive business practices;
+Added: and (7) misappropriation of confidential information, and seeks damages in excess of $500 million, injunctive relief enjoining us from engaging in any further misconduct, the imposition of a royalty obligation, and such other relief as deemed appropriate by the court.
+Added: On March 13, 2024, Legacy XTI moved for partial dismissal of the second amended complaint, Counts 2 through 7 in particular.
+Added: Legacy XTI argued that Counts 2 through 7 are (1) impermissible attempts to repackage claims arising from contractual dispute as quasi-contractual or tort claims;
+Added: and (2) expressly refuted by the clear and unequivocal terms of the aforementioned agreements.
+Added: The case is in its early stages, no discovery with respect to the Company has occurred, and we are unable to estimate the likelihood or magnitude of a potential adverse judgment.
+Added: The Court has neither scheduled Legacy XTI’s motion for hearing nor otherwise ruled upon it.
+Added: Legacy XTI nevertheless denies the allegations of wrongdoing contained in the second amended complaint and is vigorously defending against the lawsuit.
MINE SAFETY DISCLOSURES
Not applicable.
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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.