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Note 13. Legal Matters
9 Months Ended
Sep. 30, 2015
Notes  
Note 13. Legal Matters

Note 13.  Legal Matters

 

As previously disclosed, legal counsel for Perseon received a demand letter dated October 3, 2014 and a draft complaint from a single stockholder.  The draft complaint alleged that the Company (and certain current and former officers and directors) had issued false or misleading press releases, and that the Company had improperly raised capital in ways that diluted existing stockholders.

 

The Board engaged special legal counsel experienced in securities matters and litigation to assist the Board in conducting an independent investigation of these allegations. The independent investigation has been completed.  Based on the investigation, the Board determined that there has been no misconduct by the Company or the named defendants.

 

On April 27, 2015, this stockholder filed a formal complaint in the U.S. District Court for the District of Delaware. The complaint alleges that from November 2010 through October 2014, Perseon issued various press releases and public statements, which omitted certain material facts related to Perseon’s revenue and sales, thereby misrepresenting the true financial condition of Perseon.  In particular, the complaint alleges that Perseon’s press releases “tout[ed] impressive revenue figures and purported sales” when “in reality Perseon was floundering and unable to cover its operating costs, including significant executive compensation.”  The complaint also alleges that Perseon “chose to issue additional securities at below-market prices in an effort to fund operating expenses,” rather than “raise capital through debt transactions or other methods,” and that three offerings cited in the complaint resulted in “the dilution of existing stockholder positions.” 

 

On June 30, 2015, we filed in the U.S. District Court for the District of Delaware, a formal motion to dismiss all claims in the Complaint.  On September 23, 2015, the Plaintiff filed a Brief in Opposition to the motion to dismiss.  We expect to file our reply brief on October 30, 2015.  No hearing has been set in this matter.

 

Perseon believes that the claims in this lawsuit are without merit and will continue to vigorously defend this action.