LEGAL PROCEEDINGS
−Removed: February 8, 2023, Oasis Capital, LLC (“Oasis”) filed a complaint against the Company in the United States District Court
−Removed: 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%
−Removed: senior convertible note and the securities purchase agreement entered into between Oasis and the Company in connection with the Note
−Removed: (as defined below), which in December 2021 was increased to $600,000 in principal amount (the “Note”) and (ii) an unspecified
−Removed: amount of damage for an alleged breach of the exclusivity provisions of a term sheet that the Company and Oasis entered into on July
−Removed: 7, 2022 plus an actual damages in an amount to be proven at trial, interest and costs, reasonable attorney’s fees and such other
−Removed: legal and equitable relief as the court deems just and proper.
−Removed: On June 30, 2023, the United States District Court for the Southern District
−Removed: of New York granted the Company’s motion to dismiss this complaint but with leave to amended complaint.
−Removed: On July 31, Oasis filed
−Removed: an amended complaint against the Company and its Chief Executive Officer, Mike Ballardie, seeking damages in an amount to be proven at
−Removed: trial, interest and costs for breach of fiduciary duty and violations of Section 10(b) of the Securities and Exchange Act of 1934, as
−Removed: amended, and Rule 10b-5 thereunder.
−Removed: On February 28, 2024, the Company and Oasis settled this matter by entering into a settlement agreement
−Removed: pursuant to which the Company paid Oasis $225,000 in cash in exchange for a dismissal of the action by Oasis and a full release.
−Removed: know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us or has
−Removed: a material interest adverse to us.
−Removed: of our executive officers or directors have (i) been involved in any bankruptcy proceedings within the last five years, (ii) been convicted
+Added: time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business.
+Added: As of the date of issuance, there were no pending or threatened legal proceedings that could reasonably
+Added: be expected to have a material effect on the results of the Company’s operations.
+Added: There are also no proceedings in which any of
+Added: the Company’s directors, officers, or affiliates is an adverse party to the Company or has a material interest adverse to the Company’s
+Added: of our executive officers or directors has (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,
−Removed: or (iv) been found to have violated any Federal, state or provincial securities or commodities law and such finding has not been reversed,
+Added: or (iv) been found to have violated any Federal, state, or provincial securities or commodities law where such finding has not been reversed,
suspended, or vacated.
1 unchanged sentence
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.