Settlements	3 Months Ended
Mar. 31, 2023
Settlements
Settlements	Note 12 – Settlements Ivan Rung v. YayYo, Inc., Ramy El-Batrawi, et al., 20STCV27876 and Michael Vanbecelaere v. YayYo, Inc., Ramy El-Batrawi, et al., 20STCV28066 (Vanbecelaere)(hereafter the “State Cases”) On July 22 and July 23, 2020, respectively, two actions were filed in the Los Angeles Superior Court. The allegations in the complaints underlying the State Cases are virtually identical to those included in the consolidated federal securities cases discussed below (In re YayYo Securities Litigation). The State Cases litigation was stayed pending the outcome of the federal securities cases, as to which, as noted below, the parties announced a settlement in principle last year. Please see the disclosure concerning In re YayYo Securities Litigation immediately below for further information regarding the final disposition of the State Cases litigation. Jason Hamlin v. YayYo, Inc., Ramy El-Batrawi, et al., 20-cv-8235 (SVW) and William Koch v. YayYo, Inc., Ramy El-Batrawi, et al., 20-cv-8591 (SVW)(now consolidated as “In re YayYo Securities Litigation”) These two actions were filed on September 9, 2020 and September 18, 2020, respectively, in the United States District Court for the Central District of California. Plaintiffs Jason Hamlin and William Koch each claim to have purchased the Common Stock as part of the IPO and, like the plaintiffs in the State Cases, purport to bring a securities class action pursuant to Sections 11 and 15 of the Securities Act, as well as and Section 17(a) and 10(b)(5) of the Securities Exchange Act of 1934, as amended, on behalf of all purchasers of the Common Stock in the IPO. The first amended complaint, like the State Cases, alleges false statements and material omissions of material fact in connection with the SEC filings distributed in connection with the IPO. The defendants include directors of the Company and the underwriters of the IPO, WestPark Capital, Inc. and Aegis Capital Corp. The federal court consolidated the two matters for all practical purposes. As with the State Cases, the Company denied liability and asserted that it accurately and completely disclosed all material facts and circumstances in its SEC filings, and that the complaint’s alleged violations of securities laws are baseless. The parties to the federal court litigation announced on October 21, 2021 that they had reached a settlement, which received preliminary approval by the district court on January 13, 2022, allowing the notice of the proposed settlement to be distributed to all class members, who unless they object or drop out, will be bound by the multi-million dollar settlement. The Company’s portion of the settlement was $1 million paid out in equal installments every three months over the course of 2022. These payments have been and will continue to be timely made. Executive Chairman Terren Peizer provided his personal guarantee for the whole amount due to the plaintiffs. On July 12, 2022, the district court presiding over In re YayYo Securities Litigation signed an order and final judgment with respect to the settlement described herein. The plaintiffs in the State Cases were bound by this settlement and therefore the State Cases were subject to dismissal by operation of law. On October 19, 2022, the court presiding over the State Cases signed the order of dismissal. Konop v. El-Batrawi, et al., 1:20-cv-1379- MN (Filed in Del. District Court) On October 12, 2020, a complaint was filed in Delaware District Court, which complaint was subsequently transferred to the U.S. District Court for the Central District of California and assigned as a related case to the judge in In re YayYo Securities Litigation. This case was a purported shareholder derivative action, in which the Company was a nominal defendant, alleging that the Company’s executive officers and directors at the time of its IPO made false and misleading statements relating to the Company’s business, operations, and future prospects and that the directors breached their fiduciary duties in doing so. Upon the settlement and dismissal of In re YayYo Securities Litigation, this case was also subject to a motion to dismissal, which the district court granted and the action was terminated on September 19, 2022. Bellridge Capital, LP, v. EVmo, Inc., 1:21-cv-07091-PGG (Filed in Southern District of New York) In the first half of 2021, a warrant holder, Bellridge Capital, LP (“Bellridge”), sought to exercise a warrant for 1,500,000 shares, with a stated exercise price of $4.00 per share, for a nominal amount, claiming that an anti-dilution adjustment had been triggered in 2020, which had reduced the exercise price to such amount. The Company rejected the exercise, on the basis that the warrant had previously been amended to remove that anti-dilution adjustment. In September 2021, the warrant holder brought suit for damages in the Southern District of New York. In March 2023, the parties to this litigation entered into a settlement agreement. On March 16, 2023, the Company and Bellridge entered into a settlement agreement relating to the litigation between them described in Note 12- “Contingencies” above (the “Settlement Agreement”). The Settlement Agreement provides for the immediate issuance by the Company to Bellridge of 1,500,000 shares of Common Stock and an aggregate cash payment by the Company to Bellridge of $1,620,000 over a 36-month period, subject to downward adjustment if the market price of the Common Stock exceeds certain thresholds set forth in the Settlement Agreement. Upon execution of the Settlement Agreement by the parties, and contingent upon the obligations of the Company as set forth therein being fulfilled, the complaint brought by Bellridge was dismissed with prejudice.

Settlements

3 Months Ended

Mar. 31, 2023

Note 12 – Settlements

Ivan Rung v. YayYo, Inc., Ramy El-Batrawi, et al., 20STCV27876 and Michael Vanbecelaere v. YayYo, Inc., Ramy El-Batrawi, et al., 20STCV28066 (Vanbecelaere)(hereafter the “State Cases”)

On July 22 and July 23, 2020, respectively, two actions were filed in the Los Angeles Superior Court. The allegations in the complaints underlying the State Cases are virtually identical to those included in the consolidated federal securities cases discussed below (In re YayYo Securities Litigation). The State Cases litigation was stayed pending the outcome of the federal securities cases, as to which, as noted below, the parties announced a settlement in principle last year. Please see the disclosure concerning In re YayYo Securities Litigation immediately below for further information regarding the final disposition of the State Cases litigation.

Jason Hamlin v. YayYo, Inc., Ramy El-Batrawi, et al., 20-cv-8235 (SVW) and William Koch v. YayYo, Inc., Ramy El-Batrawi, et al., 20-cv-8591 (SVW)(now consolidated as “In re YayYo Securities Litigation”)

These two actions were filed on September 9, 2020 and September 18, 2020, respectively, in the United States District Court for the Central District of California. Plaintiffs Jason Hamlin and William Koch each claim to have purchased the Common Stock as part of the IPO and, like the plaintiffs in the State Cases, purport to bring a securities class action pursuant to Sections 11 and 15 of the Securities Act, as well as and Section 17(a) and 10(b)(5) of the Securities Exchange Act of 1934, as amended, on behalf of all purchasers of the Common Stock in the IPO. The first amended complaint, like the State Cases, alleges false statements and material omissions of material fact in connection with the SEC filings distributed in connection with the IPO. The defendants include directors of the Company and the underwriters of the IPO, WestPark Capital, Inc. and Aegis Capital Corp. The federal court consolidated the two matters for all practical purposes. As with the State Cases, the Company denied liability and asserted that it accurately and completely disclosed all material facts and circumstances in its SEC filings, and that the complaint’s alleged violations of securities laws are baseless. The parties to the federal court litigation announced on October 21, 2021 that they had reached a settlement, which received preliminary approval by the district court on January 13, 2022, allowing the notice of the proposed settlement to be distributed to all class members, who unless they object or drop out, will be bound by the multi-million dollar settlement. The Company’s portion of the settlement was $1 million paid out in equal installments every three months over the course of 2022. These payments have been and will continue to be timely made. Executive Chairman Terren Peizer provided his personal guarantee for the whole amount due to the plaintiffs.

On July 12, 2022, the district court presiding over In re YayYo Securities Litigation signed an order and final judgment with respect to the settlement described herein. The plaintiffs in the State Cases were bound by this settlement and therefore the State Cases were subject to dismissal by operation of law. On October 19, 2022, the court presiding over the State Cases signed the order of dismissal.

Konop v. El-Batrawi, et al., 1:20-cv-1379- MN (Filed in Del. District Court)

On October 12, 2020, a complaint was filed in Delaware District Court, which complaint was subsequently transferred to the U.S. District Court for the Central District of California and assigned as a related case to the judge in In re YayYo Securities Litigation. This case was a purported shareholder derivative action, in which the Company was a nominal defendant, alleging that the Company’s executive officers and directors at the time of its IPO made false and misleading statements relating to the Company’s business, operations, and future prospects and that the directors breached their fiduciary duties in doing so. Upon the settlement and dismissal of In re YayYo Securities Litigation, this case was also subject to a motion to dismissal, which the district court granted and the action was terminated on September 19, 2022.

Bellridge Capital, LP, v. EVmo, Inc., 1:21-cv-07091-PGG (Filed in Southern District of New York)

In the first half of 2021, a warrant holder, Bellridge Capital, LP (“Bellridge”), sought to exercise a warrant for 1,500,000 shares, with a stated exercise price of $4.00 per share, for a nominal amount, claiming that an anti-dilution adjustment had been triggered in 2020, which had reduced the exercise price to such amount. The Company rejected the exercise, on the basis that the warrant had previously been amended to remove that anti-dilution adjustment. In September 2021, the warrant holder brought suit for damages in the Southern District of New York. In March 2023, the parties to this litigation entered into a settlement agreement. On March 16, 2023, the Company and Bellridge entered into a settlement agreement relating to the litigation between them described in Note 12- “Contingencies” above (the “Settlement Agreement”). The Settlement Agreement provides for the immediate issuance by the Company to Bellridge of 1,500,000 shares of Common Stock and an aggregate cash payment by the Company to Bellridge of $1,620,000 over a 36-month period, subject to downward adjustment if the market price of the Common Stock exceeds certain thresholds set forth in the Settlement Agreement. Upon execution of the Settlement Agreement by the parties, and contingent upon the obligations of the Company as set forth therein being fulfilled, the complaint brought by Bellridge was dismissed with prejudice.