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CONTINGENCIES
 9 Months Ended
Jun. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
CONTINGENCIES

10. CONTINGENCIES

 

Curtin Litigation

 

As previously disclosed, on January 6, 2023, a former employee of the Company, Rosalina Curtin filed a complaint against the Company and another former employee of the Company, Jose Ramirez, in the Superior Court of California, County of San Diego (Case No. 37-2023-00000841-CU-WT-NC) (the “Complaint”). The Complaint alleged that Ms. Curtin was subject to harassment by Mr. Ramirez, gender discrimination throughout her employment, that she reported this discrimination and harassment to the Company, and that the Company retaliated against her and wrongfully terminated her for whistleblowing and failed to prevent discrimination, harassment, and retaliation. Ms. Curtin sought compensatory damages, including loss of past, present and future earnings, and benefits, as well as punitive damages, penalties, attorney’s fees and costs and interest. Pursuant to the terms of Ms. Curtin’s Employment Agreement with the Company, on December 22, 2023, the Court compelled the case to arbitration with the American Arbitration Association (Case Number 01-24-0002-3225).

 

On November 8, 2024, without a finding or admission of wrongdoing, the Company entered into a settlement agreement with Ms. Curtin. In exchange for mutual general releases and a dismissal of the lawsuit with prejudice, the Company paid Ms. Curtin $125,000. On January 22, 2025, the case was dismissed in its entirety.

 

Kim Litigation

 

On October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485) (the “Complaint”). The Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement, dated June 6, 2024, between the Company and Mr. Kim, by, among other things, failing to deliver the registration rights agreement, excluding Mr. Kim from the S1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s shares, failing to honor Mr. Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director, as set forth in the parties’ agreement. Mr. Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. The Company filed its answer to the Complaint on December 3, 2024. On January 7, 2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company (the “Motion”). The Company opposed the Motion on January 22, 2025, and on February 13, 2025, the Court denied Mr. Kim’s Motion. Discovery in the case is ongoing, and no trial date has been set.

 

The Company believes it has a basis to defend the claims in the Kim Litigation, however, the Company is not able to predict the outcome, and there is no assurance that the Company will be successful in its defense.

 

Ex-Directors Lawsuit

 

On March 10, 2025, former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively, the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case No. 25CU012922N) (the “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices. On August 22, 2025, a judgment by default was entered against the company in the amount of $58,920.34. Counsel for Plaintiffs/Judgment Creditors, Kevin J. Conner, J. Chris Jones, Nobuki Kurita, and David Robson (collectively, “Plaintiffs”) subsequently filed a motion with the court to amend the total amount of the judgment. The basis for the sought increase was that the judgment erroneously only reflected an award of damages to one Plaintiff, Kevin Conner, rather than to all four Plaintiffs. Counsel indicated that each of the four Plaintiffs were due, respectively, judgments in the amount of $54,000 (Kevin Connor), $52,125 (Chirs Jones), $46,500 (Nobuki Kurita), and $50,250 (David Robson). Counsel represented that the total amount of the judgments, after calculation of daily interest, should be $222,062.28. On October 17, 2025, the Court held a hearing on Plaintiffs’ motion for correction of judgment nunc pro tunc pursuant to Code Civ. Proc. § 473(d) (ROA # 25). The court substantively granted the Motion, but with qualifying instructions. The Court found that Plaintiffs met their burden to establish the sums due to each one of them, but held that the proposed amended judgment was not in proper form. The Court directed Plaintiffs’ counsel to resubmit the form of judgment as specifying the sums due and owing to each individual Plaintiff, and to do so via a single long form judgment (on pleading paper) that specifies the amounts due and owing to each Plaintiff. It is expected that Plaintiffs’ counsel will submit the required amended form at any moment, and that judgment on the amended amount is imminent.