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CONTINGENCY
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]

7. CONTINGENCY

 

On November 8, 2022, the Company’s majority shareholder, RYVYL, Inc. (“RYVYL”)  filed a complaint against its former Chief Operating Officer Vanessa Luna, Luna Consultant Group, LLC and Doe(s) 1 through 50 in San Diego Superior Court (the “RYVYL Filing”). RYVYL is alleging that Ms. Luna abused her position for additional compensation, failed to follow proper protocols and breached her fiduciary duties and duty of loyalty by secretly maintaining alternative employment. The action seeks damages, including interest and costs of suit incurred.

 

On November 10, 2022, Ms. Luna filed her own complaint against RYVYL and Fredi Nisan in San Diego Superior Court (the “Luna Filing”). Ms. Luna alleges that Mr. Nisan used contract negotiations to coerce her, that RYVYL improperly coded transactions and misled investors, and that when her concerns were reported to management, she was wrongfully terminated, resulting in a number of claims. Ms. Luna also alleges sexual misconduct on the part of Mr. Nisan.  Ms. Luna is seeking damages including compensatory damages, unpaid wages (past and future), loss of wages and benefits (past and future), and other damages to be proven at trial. RYVYL and Mr. Nisan deny all allegations of the Luna Filing.

 

In April 2024, Luna sought to add the Company as a defendant with regard to her claims.  She was granted permission to file a Second Amended Complaint to add the Company as a defendant. The Company is evaluating the allegations to determine whether to challenge the filing by way of demurrer or otherwise.

 

As the Company cannot predict the outcome of the matter, the probability of an outcome cannot be determined. The Company intends to vigorously defend against all claims asserted by Luna. The San Diego Superior Court consolidated the RYVYL Filing and Luna Filing into a single proceeding, RYVYL Inc. v. Luna, on August 4, 2023. The parties are currently in the discovery phase.