A Dark Vector Cognition product

Item 4. CONTROLS AND PROCEDURES

3K characters. Original on sec.gov · Markdown

Item 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

As of June 30, 2026, we had performed an evaluation, under the supervision of our principal executive officers and principal

financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. These controls and

procedures have been designed to ensure that information required for disclosure is recorded, processed, summarized, and reported

within the requisite time periods. Based on our evaluation, the principal executive officers and principal financial officer concluded that

our disclosure controls and procedures were effective as of June 30, 2026.

Changes in internal control over financial reporting

There has not been any change in our internal control over financial reporting during the three months ended June 30, 2026

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Stockholder Matters

On November 25, 2025, a securities class action was filed against the Company and certain of its officers and directors in the

United States District Court for the Central District of California. The operative complaint alleges violations of the federal securities laws

based on alleged material misrepresentations and omissions related to the Company’s business performance and real estate

impairment charges. The complaint seeks damages and other relief on behalf of investors who acquired the Company’s securities

between January 30, 2024 and December 5, 2025. The defendants moved to dismiss the action on May 20, 2026.

On February 3, 2026, March 25, 2026, and June 25, 2026, stockholder derivative actions were filed against certain officers and

directors of the Company, with the Company named as a nominal defendant, in the United States District Court for the District of

Maryland and the United States District Court for the Central District of California. The derivative complaints assert claims under the

federal securities laws and state law based on allegations similar to those in the securities class action and seek damages and other

relief on behalf of the Company. The first two derivative actions were stayed on April 8, 2026 and June 23, 2026, respectively, pending

resolution of any motion to dismiss in the securities class action.

The Company does not believe the complaints state any meritorious claims and intends to defend these cases vigorously.

At this time, we cannot predict the outcome of these matters or reasonably estimate the amount or range of any possible loss,

if any, and therefore we have not recorded an accrual related to these matters.

Option Parcel Development at Alexandria Center**®** for Life Science – New York City Campus

Refer to “Other” in Note 3 – “Investments in real estate” to our unaudited consolidated financial statements for information

regarding litigation involving our subsidiary in connection with an option and ground lease for a development parcel at the Alexandria

Center® for Life Science – New York City campus.

Previous: Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK · Next: Item 1A. RISK FACTORS