Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS
On February 8, 2023, Oasis Capital, LLC (“Oasis”)
filed a lawsuit against the Company in the United States District Court for the Southern District of New York seeking damages (i) in the
amount of $764,647.53 in for an alleged breach of the terms of the 8% senior convertible note and the securities purchase agreement entered
into between Oasis and the Company in connection with the Note (as defined below), which in December 2021 was increased to $600,000 in
principal amount (the “Note”) and (ii) an unspecified amount of damage for an alleged breach of the exclusivity provisions
of a term sheet that the Company and Oasis entered into on July 7, 2022 plus an actual damages in an amount to be proven at trial, interest
and costs, reasonable attorney’s fees and such other legal and equitable relief as the court deems just and proper. The Company
believes the lawsuit is without merit and is vigorously defending itself.
We
know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us or has
a material interest adverse to us.
None
of our executive officers or directors have (i) been involved in any bankruptcy proceedings within the last five years, (ii) been convicted
in or has pending any criminal proceedings (other than traffic violations and other minor offenses), (iii) been subject to any order,
judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity
or (iv) been found to have violated any Federal, state or provincial securities or commodities law and such finding has not been reversed,
suspended or vacated.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
II
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