COMMITMENTS AND CONTINGENCIES |
9 Months Ended | ||||
|---|---|---|---|---|---|
Sep. 30, 2019 | |||||
| Commitments and Contingencies Disclosure [Abstract] | |||||
| COMMITMENTS AND CONTINGENCIES |
On April 23, 2014, Tanya Sallustro filed a purported class action complaint (the “Complaint”) in the Southern District of New York (the “Court”) alleging securities fraud and related claims against the Company and certain of its officers and directors, and seeking compensatory damages including litigation costs. On December 11, 2015, the Company filed a motion to dismiss the consolidated amended complaint. On April 2, 2018, the Court issued a ruling granting in part and denying in part the motion to dismiss. Thereafter, plaintiff’s counsel agreed to dismiss the case in its entirety, with prejudice. On July 2, 2019, the Court entered a final order dismissing the Complaint with prejudice. The Company did not make any settlement payment, and at no time was there a finding of wrongdoing by the Company or any of its directors.
On March 17, 2015, a shareholder of the Company, Michael Ruth, filed a shareholder derivative suit in the Nevada District Court premised on the same event as the Complaint (which has now been dismissed with prejudice with no payment or finding of wrongdoing by the Company or any of the named defendants). The parties previously agreed to stay the action pending the conclusion of discovery of the Complaint. Because the Complaint was dismissed with prejudice on July 2, 2019, the stay has been lifted. On September 20, 2019, the Company filed a motion to dismiss Mr. Ruth's amended complaint. On November 4, 2019, Mr. Ruth filed his Opposition to Defendants' Motion to Dismiss and a decision on the motion is expected in early 2020. Management intends to vigorously defend the allegations, and an estimate of possible loss cannot be made at this time.
On August 24, 2018, David Smith filed a purported class action complaint in Nevada District Court (the "Smith Complaint") alleging certain misstatements in the Company's public filings that led to stock price fluctuations and financial harm. Several additional individuals filed similar claims, and the Smith suit and each of the other suits all arise out of a report published by Citron Research on Twitter on August 20, 2018, suggesting that the Company misled investors by failing to disclose that the Company’s efforts to secure patent protection had been “finally rejected” by the United States Patent and Trademark Office (USPTO). On November 15, 2018, the Court consolidated the actions and appointed Richard Ina, Trustee for the Ina Family Trust, as Lead Plaintiff for the consolidated actions. On January 4, 2019, Counsel for Lead Plaintiff Richard Ina, Trustee for the Ina Family Trust, filed a “consolidated amended complaint”. On March 5, 2019, we filed a motion to dismiss the action. The motion has been fully briefed, and the parties are awaiting a decision from the Nevada District Court. Management intends to vigorously defend the allegations. Three shareholder derivative suits have been filed which are premised on the same event as the Smith Complaint. These derivative suits are stayed pending the outcome of the Company's motion to dismiss the Smith Complaint.
In the normal course of business, the Company is a party to a variety of agreements pursuant to which they may be obligated to indemnify the other party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations, and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these types of agreements have not had a material effect on our business, results of operations or financial condition.
|