Frequently Asked Questions

1. What is the purpose of the Notice?

The purpose of the Notice is to notify Class Members of the existence of the Action and the terms of the proposed Partial Settlement with the Settling Defendants, William Abbott, Lauren Baker, Andrew Coats, Jim Dillon, George Fazio, Steven Healy, and Andrew Hinson. The Notice is also being sent to inform Class Members of a hearing that the Court has scheduled to consider the fairness, reasonableness, and adequacy of the Partial Settlement and the application by Plaintiff’s Counsel for an Expense Award (defined in FAQ 10) in connection with the Partial Settlement (the “Settlement Hearing”). See FAQ 11 for details about the Settlement Hearing, including the location, date, and time of the hearing.

The Court directed that the Notice be mailed to you because you may be a Class Member and Class Members have a right to know about their options before the Court rules on the proposed Partial Settlement. Additionally, Class Members have the right to understand how the Action and the proposed Partial Settlement generally affect their legal rights. Please Note: The Court may approve the proposed Partial Settlement with such modifications as the Settling Parties may agree to, if appropriate, without further notice to the Class.

The issuance of the Notice is not an expression by the Court of any findings of fact or any opinion concerning the merits of any claim in the Action, and the Court has not yet decided whether to approve the Settlement. If the Court approves the Partial Settlement, then payments to Class Members will be made after any appeals are resolved.

Please note: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Partial Settlement.

2. What is this case about?

The following recitation does not constitute findings of the Court. The Court has made no findings with respect to the following matters, and these recitations should not be understood as an expression of any opinion of the Court as to the merits of any of the claims or defenses raised by any of the settling Parties.

BioVentrix is a medical device company that aims to improve and expand the treatment available for congestive heart failure caused by heart muscle damage due to reduced blood flow (more technically known as ischemic cardiomyopathy). At the time relevant to this Action, BioVentrix’s leading product was a device called the ReviventTC™ TransCatheter Ventricular Enhancement System (the “Revivent System”). Through a minimally invasive surgical procedure, called the ALIVE Procedure, the Revivent System anchors scarred tissue to the inner wall of the heart, reshapes the heart to a more normal size and shape, and improves pumping efficiency.

On February 10, 2023, BioVentrix closed a recapitalization transaction that included, among other things, a 65,500 to 1 reverse split of the Company’s common stock (the “Recapitalization”). In lieu of fractional shares, the Company paid $0.01 for each pre-Recapitalization common share. Plaintiff was a common stockholder at the time of the Recapitalization, and each share of common stock he owned was cashed out for $0.01.

Plaintiff claims the Recapitalization was a (i) breach of fiduciary duty by the Company’s directors, executive officers, and controlling stockholder, and (ii) violation of 8 Del. C. § 155(2), which requires corporations that decline to issue fractional shares to “pay in cash the fair value of fractions of a share[.]” In the Action, Plaintiff has sued the Company’s directors, executive officers, alleged controlling stockholder, and certain of their colleagues and/or affiliates for asserted breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty. Plaintiff has also sued BioVentrix for an alleged violation of 8 Del. C. § 155(2).

Before the Recapitalization, BioVentrix had four classes of stock: (i) common stock; (ii) Series A preferred stock; (iii) Series A-1 preferred stock; and (iv) Series B preferred stock. Taglich Brothers, a brokerage firm, was the placement agent for all the Company’s equity and debt offerings. According to internal Company documents, Taglich Brothers sold: (1) approximately $50.1 million of the Company’s common stock between June 2012 and June 2016; (2) approximately $14.5 million of the Company’s Series A preferred stock between June 2016 and August 2017; (3) approximately $22.5 million of the Company’s Series A-1 preferred stock between August 2017 and July 2019; and (4) approximately $54.1 million of the Company’s Series B preferred stock between July 2019 and December 2022.

In 2016, the FDA authorized BioVentrix to begin a clinical trial to demonstrate the safety and effectiveness of the Revivent System. In 2019, the FDA granted the Revivent System Breakthrough Device Designation status.

In January 2022, BioVentrix acquired a second cardiovascular product, an injectable alginate-based hydrogel, which BioVentrix obtained through the acquisition of MateraCor, Inc.

In April 2022, the Company completed initial patient enrollment for its then-pending FDA clinical trial for the Revivent System. On August 30, 2022, BioVentrix management estimated for the Board that the Revivent System would receive FDA approval in the fourth quarter of 2024. This target date accounted for management’s expectation that the Company would need to enroll additional patients for a follow-up portion of the then-pending clinical trial.

In September 2022, BioVentrix learned that the FDA was not, at that time, requiring the Company to enroll additional patients. Following this news, Company management estimated for the Board that the Revivent System would receive FDA approval in the first quarter of 2024 (rather than the fourth quarter).

In early November 2022, Mark Ravich, Michael Taglich (a principal of Taglich Brothers), and David Richmond (a principal of Richmond Brothers) began work on a proposal to restructure the Company’s capitalization table. On November 14, 2022, Mark Ravich sent a draft restructuring proposal to Ray Cohen, Jim Dillon, and Bill Abbott.

On November 29, 2022, BioVentrix applied to the FDA for an Expanded Access Protocol, which would allow certain patients to receive the ALIVE Procedure before the Revivent System received formal FDA approval.

On December 2, 2022, the BioVentrix board of directors (the “Board”) instructed BioVentrix management to refine and formalize a recapitalization plan.

On December 20, 2022, the FDA approved the Expanded Access Protocol application for the Revivent System.

On February 1, 2023, the Board approved the Recapitalization by unanimous written consent. The Recapitalization required the consent of each class of the Company’s stock. On February 2, 2023, BioVentrix finalized an information statement for stockholders regarding the proposed transaction (the “Information Statement”). The Company distributed the Information Statement to stockholders on February 6, 2023, although certain stockholders received the Information Statement from Michael Taglich before then.

The Information Statement estimated that the Recapitalization would reduce the common stockholders’ as-converted ownership of the Company from 32.15% to 1.04% and increase the Series B preferred stockholders’ as-converted ownership of the Company from 48.40% to 89.08%.

On February 9, 2023, the Recapitalization received the required stockholder approvals, and the transaction closed the next day.

On August 28, 2023, Plaintiff filed his initial complaint in this Action (the “Complaint”) against BioVentrix, Ray Cohen, Jim Dillon, David Richmond, Michael Taglich, Rinda Sama, Mark Ravich, George Fazio, Andrew Hinson, Steven Healy, Andrew Coats, Taglich Brothers, and Richmond Brothers (the “Initial Defendants”). The Initial Complaint had four counts. Count I alleged that the Company issued more shares of Series B preferred stock than its certificate of incorporation allowed. Count II alleged that the individual defendants breached their fiduciary duties in connection with the Recapitalization. Count III alleged that a control group consisting of Taglich Brothers, Richmond Brothers, and Andera Partners breached their fiduciary duties in connection with the Recapitalization. Count IV alleged that BioVentrix failed to pay Class Holders fair value for the common stock cashed out in the Recapitalization, in violation of 8 Del. C. § 155(2).

On October 5, 2023, the Initial Defendants moved to dismiss the Complaint. The parties fully briefed that motion, and the Court held oral argument.

On May 1, 2024, the Court entered an Order: (i) formally dismissing Count I, which Plaintiff had withdrawn; (ii) dismissing Count III without prejudice; and (iii) otherwise denying the Initial Defendants’ motion to dismiss.

On May 7, 2024, Plaintiff issued its initial discovery requests. Between May 7, 2024, and February 11, 2026, Plaintiff: (i) served 5 sets of document requests and 4 sets of interrogatories; (ii) received over 315,000 documents; and (iii) deposed 13 witnesses.

On April 11, 2025, the Court entered an Order compelling the Initial Defendants to produce certain documents. On May 9, 2025, the Court entered an Order requiring the Initial Defendants to pay Plaintiff $146,801.00 in attorneys’ fees in connection with the motion to compel.

On July 9, 2025, Plaintiff filed an amended complaint (the “Amended Complaint”) against Defendants. The Amended Complaint had six counts. Count I alleged that the director defendants breached their fiduciary duties in connection with the Recapitalization. Count II alleged that Jim Dillon and Bill Abbott, BioVentrix’s CEO and CFO, respectively, breached their fiduciary duties in connection with the Recapitalization. Count III alleged that Taglich Brothers breached its fiduciary duties as BioVentrix’s controlling stockholder in connection with the Recapitalization. In the alternative, Count IV alleged that Taglich Brothers aided and abetted fiduciary breaches by other Defendants in connection with the Recapitalization. Count V alleged that BioVentrix failed to pay Class Holders fair value for the common stock cashed out in the Recapitalization, in violation of 8 Del. C. § 155(2). Count VI alleged that Richmond Brothers, Richard Baum, Douglas Hailey, and Taglich Private Equity aided and abetted fiduciary breaches by other Defendants in connection with the Recapitalization.

On August 1, 2025, Richmond Brothers moved to dismiss the Amended Complaint with respect to Richmond Brothers.

On October 21, 2025, Plaintiff moved for certification of a stockholder class substantially identical to the Class defined in this Stipulation. That motion was briefed and argued, and the Court has deferred decision on the motion until trial.

On December 1, 2025, the parties in this Action participated in a mediation before a retired Delaware Superior Court Judge, the Honorable Vivian Medinilla (the “Mediator”), in pursuit of a global resolution. The mediation and subsequent negotiations did not result in a global resolution of this Action.

On January 8, 2026, counsel for Settling Defendants George Fazio and Steven Healy contacted Plaintiff’s Counsel to propose a partial settlement of this Action with respect to the claims against those defendants. Additional settlement negotiations followed between Plaintiff and those Settling Parties.

By a term sheet dated February 6, 2026 (the “First Term Sheet”), Plaintiff and Settling Defendants George Fazio and Steven Healy memorialized their agreement to settle and release all claims against those defendants in return for a cash payment of $60,000.00 for the benefit of the Class, subject to certain terms and conditions and the execution of a customary “long-form” Settlement Agreement and related papers.

On April 9, 2026, Plaintiff filed a letter requesting that the Court enter an Order staying Plaintiff’s claims against Settling Defendants George Fazio and Steven Healy, pending the Court’s consideration of the proposed settlement.

On April 16, 2026, expert discovery closed. An expert for each of Plaintiff and Defendants submitted opening and rebuttal reports, and both experts were deposed.

On April 29, 2026, the Court denied Richmond Brother’s motion to dismiss.

On May 4, 2026, Plaintiff filed an Agreement of Compromise, Settlement, and Release between Plaintiff and Settling Defendants George Fazio and Steven Healy.

Following additional settlement negotiations, by a term sheet dated July 1, 2026 (the “Second Term Sheet”), Plaintiff and Settling Defendants William Abbott, Lauren Baker, Andrew Coats, Jim Dillon, and Andrew Hinson memorialized their agreement to settle and release all claims against the Settling Defendants in return for a cash payment of $150,000.00 for the benefit of the Class, subject to certain terms and conditions and the execution of a customary “long-form” Settlement Agreement and related papers.

On July 8, 2026, Plaintiff filed an Agreement of Compromise, Settlement, and Release between Plaintiff and William Abbott, Lauren Baker, Andrew Coats, Jim Dillon, and Andrew Hinson.

Trial of the claims against the Non-Settling Defendants was scheduled to begin on July 14, 2026. On July 9, 2026, the Court instructed the Settling Parties to present the Partial Settlement for resolution before the Court held a trial of the claims against the Non-Settling Defendants.

The Stipulation, which reflects the Settling Parties’ final and binding agreement concerning the terms and conditions of the Partial Settlement, and which supersedes and replaces the First Term Sheet and the Second Term Sheet, can be viewed on the Important Documents page.

On August 21, 2026, the Court entered a Scheduling Order directing that notice of the Partial Settlement be provided to potential Class Members, and scheduling the Settlement Hearing to, among other things, consider whether to grant final approval to the Partial Settlement.

To view the documents listed above and other case-related documents, visit the Important Documents page.

3. What relief is Plaintiff seeking in the Action?

Plaintiff has alleged that the Settling Defendants breached their fiduciaries as directors and/or officers of BioVentrix, and Plaintiff has requested damages, fees, costs, expenses, and pre- and post-judgment interest, along with any further relief the Court deems just and proper.

Plaintiff has requested the certification of a stockholder class representing 9,424,695 shares of BioVentrix common stock. Plaintiff has submitted an expert report which concludes that the Class Members’ common stock was worth $2.03 per share at the time of the Recapitalization, or $2.02 per share more than Class Members received in the Recapitalization. Damages of $2.02 per share on 9,424,695 shares would result in total damages of $19,000,185.00—prior to any fees, costs, expenses, or pre- and post-judgment interest. According to Plaintiff’s expert, fees, costs, expenses, or pre- and post-judgment interest could increase Defendants’ total liability to more than $27.5 million.

4. What are the Settling Defendants’ defenses?

On July 7, 2026, BioVentrix and the Individual Defendants, including the Settling Defendants, filed a public version of their pre-trial brief in the Action (the “Pre-Trial Brief”). The Pre-Trial Brief details the Settling Defendants’ defenses in the Action. To summarize, the Pre-Trial Brief argues that the Settling Defendants acted in good faith by pursuing multiple sources of financing for a cash-burning company before agreeing to a financing led by Andera Partners. The Pre-Trial Brief also argues that the Andera Partners-led financing was necessary for BioVentrix to complete its clinical trial. The Pre-Trial Brief further argues that the contemplated Andera-Partners-led financing was the most relevant valuation datapoint for BioVentrix at the time of Recapitalization and that the Company’s Series B preferred stockholders were entitled to all the Company’s value at the pre-money valuation implied by that financing. The Pre-Trial Brief also argues that a provision in the Company’s certificate of incorporation exculpates the Director Defendants from all monetary liability for breaches of the duty of care. Plaintiff has filed a motion asking the Court to rule that the Director Defendants waived the protection of that provision. The relevant parties have briefed that motion and are awaiting a ruling from the Court.

Defendants have submitted an expert report which concludes that the Class Members’ common stock was worth $0.007–$0.011 per share at the time of the Recapitalization.

5. How do I know if I am affected by the Partial Settlement?

If you are a Class Member, you are subject to the Partial Settlement. The Class certified by the Court for settlement purposes consists of:

• All record or beneficial holders of BioVentrix, Inc. common stock, whose shares of common stock were subjected to the Recapitalization which closed on February 10, 2023 (the “Class Date”), including any such record or beneficial holders whose ownership interest in BioVentrix, Inc. common stock was eliminated through the Recapitalization (collectively, the “Class Holders”). The Class includes all of the Class Holders’ respective successors-in-interest, successors, assigns and transferees, but the Class excludes: (i) Defendants; (ii) Defendants’ Immediate Family; (iii) any entity in which any Defendant or any other excluded party has, or had at the Class Date, a majority ownership stake or majority voting authority; and (iv) the legal representatives, heirs, successors, or assigns of any such excluded person or entity.

Please Note: The Class is a non “opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Class.

6. What are the terms of the Settlement?

As consideration for the Partial Settlement, the Settling Defendants will have paid a total sum of $210,000.00 in cash (the “Settlement Amount”) into the Escrow Account. See FAQ 8 for details about the distribution of the Settlement proceeds to Class Members.

7. What are the Settling Parties’ reasons for the Settlement?

Plaintiff has alleged that the Recapitalization was a self-interested transaction that benefitted certain Defendants to the detriment of the common stockholders. Plaintiff has challenged the price the common stockholders received in the Recapitalization, the process that led to the Recapitalization, and Defendants’ disclosures in connection with the Recapitalization. Defendants have disputed Plaintiff’s challenges in each area.

Plaintiff believes that the claims asserted in this Action have merit, but he also believes that the Partial Settlement set forth below provides substantial and immediate benefits for the Class. In addition to these substantial benefits, Plaintiff has considered: (i) the attendant risks of continued litigation and the uncertainty of the outcome of this Action; (ii) the probability of success on the merits; (iii) the inherent problems of proof associated with, and possible defenses to, the claims asserted in this Action; (iv) the desirability of permitting the Partial Settlement to be consummated according to its terms; and (v) the expense and length of continued proceedings necessary to prosecute this Action against the Settling Defendants through trial and potential appeal.

Based on Plaintiff’s and Plaintiff’s Counsel’s thorough review and analysis of the relevant facts, allegations, defenses, and controlling legal principles, Plaintiff and Plaintiff’s Counsel believe that the proposed Partial Settlement is fair, reasonable, and adequate, and confers substantial benefits upon the Class. Based upon Plaintiff’s Counsel’s evaluation as well as his own evaluation, Plaintiff has determined that the Partial Settlement is in the best interests of the Class and has agreed to the terms and conditions set forth in the Stipulation.

Nothing in the Stipulation is an admission by the Settling Defendants of any wrongdoing, fault, liability, or damages whatsoever.

To view the Stipulation and other case-related documents, visit the Important Documents page.

8. How much will my payment from the Settlement be? How will I receive my payment?

As stated above, the Settling Defendants will have deposited the $210,000.00 Settlement Amount into an interest-bearing escrow account for the benefit of the Class. If the Partial Settlement is approved by the Court and the Effective Date of the Partial Settlement occurs, the Net Settlement Fund (that is, the Settlement Amount plus any interest earned thereon (the “Settlement Fund”) less: (i) any Taxes and Tax Expenses; (ii) any Notice and Administration Costs; (iii) any Expense Award (defined in FAQ 10) awarded by the Court; and (iv) any other costs or expenses approved by the Court) will be distributed in accordance with the Class Distribution Order that will be proposed by Plaintiff’s Counsel for the Court’s approval.

The Net Settlement Fund will not be distributed unless and until the Court has approved the Partial Settlement and the Class Distribution Order, and the time for any petition for rehearing, appeal, or review to the Delaware Supreme Court has expired. Approval of the Partial Settlement is independent from approval of the Class Distribution Order. Any determination with respect to the Class Distribution Order will not affect the Partial Settlement, if approved.

Plaintiff intends to ask the Court to approve a Class Distribution Order in which Class Members will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of their Eligible Shares, and (ii) the “Per-Share Recovery” for the Partial Settlement, which shall be determined by dividing the Net Settlement Fund by the number of Eligible Shares.

In the event any payment from the Net Settlement Fund is undeliverable or a check is not cashed within six months from its issue date, Plaintiff’s Counsel and the Settlement Administrator shall, in their sole discretion, make a determination regarding further attempted distribution or escheatment.

The Court may approve the Class Distribution Order without further notice to the Class. Any Orders regarding the Class Distribution Order will be posted on the Important Documents page.

9. What will happen if the Partial Settlement is approved? What claims will the Partial Settlement release?

If the Partial Settlement is approved, the Court will enter a judgment (the “Judgment”). Pursuant to the Judgment, the claims asserted against the Settling Defendants in the Action will be dismissed with prejudice and the following releases will occur:

Release of Claims by Plaintiff and the Class: Upon the Effective Date, Plaintiff, on behalf of himself and the Released Plaintiff Persons, shall have fully, finally, and forever released, settled, and discharged the Released Settling Defendant Persons from and with respect to every one of the Released Plaintiff Claims, and shall thereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any Released Plaintiff Claims against any of the Released Settling Defendant Persons. This release shall not apply to any of the Excluded Plaintiff Claims.

“Effective Date” means the first date by which all of the following events have been met or have been waived in writing: (i) the Settling Defendants have paid the Settlement Amount into the Escrow Account in accordance with Paragraph 4.1 of the Stipulation; (ii) the Court has entered the Judgment, substantially in the form attached to the Stipulation as Exhibit C; and (c) the Judgment has become Final.

“Final” when referring to the Judgment or any other court order, means (i) if no appeal is filed, the day after the expiration of the time provided for filing or noticing any motion for reconsideration, reargument, appeal, or other review of the order, (ii) if an appeal is filed, (a) the date of final dismissal of all such appeals, or the final dismissal of any proceeding on certiorari, reconsideration, or otherwise, or (b) if the Judgment or order is finally affirmed on an appeal, the date on which the time to file a petition for a writ of certiorari, reconsideration, reargument, or other form of review expires, or (c) if a petition for a writ of certiorari, reconsideration, reargument, or other form of review is filed, then the date of the denial of a writ of certiorari, reconsideration, reargument, or other form of review; or (d) if certiorari, reconsideration, or other form of review is granted, the date of final affirmance following review pursuant to that grant. Any appeal or other review pertaining solely to the Expense Award (defined in FAQ 10) or any plan of allocation proposed by Plaintiff’s Counsel in this Action shall not in any way delay or preclude the Judgment from becoming Final.

“Released Plaintiff Claims” means all claims and causes of action, including Unknown Claims, that (a) were alleged, asserted, set forth, or claimed in the Complaint or Amended Complaint against the Settling Defendants, or could have been alleged, asserted, set forth, or claimed in the Complaint or Amended Complaint or in any pleading in any other court, tribunal, forum, or proceeding, (b) by Plaintiff or any Class Members individually, directly, derivatively, or in any other capacity as BioVentrix common stockholders, (c) against the Settling Defendants, (d) whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, (e) arising out of or relating to the allegations, transactions, facts, matters, representations, or omissions involved, set forth, or referred to in the Complaint or Amended Complaint, including all such claims relating to the Recapitalization. For the avoidance of doubt, the Released Plaintiff Claims do not include any claims: (x) against the Non-Settling Defendants; (y) based on conduct after the Effective Date; or (z) to enforce the terms of the Partial Settlement (collectively, the “Excluded Plaintiff Claims”).

“Released Settling Defendant Persons” means the Settling Defendants, the Settling Defendants’ affiliates, and each of their respective predecessors, successors, Immediate Family, partners, insurers, representatives, attorneys (including Settling Defendants’ Counsel), experts, advisors, auditors, and accountants, in their capacities as such. For the avoidance of doubt, no Non-Settling Defendant is a Released Settling Defendant Person.

“Unknown Claims” means (i) any Released Plaintiff Claims that Plaintiff or any other Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Settling Defendant Persons, or (ii) any Released Settling Defendant Claims that any Settling Defendant does not know or suspect to exist in his favor at the time of the release of the Released Plaintiff Persons, which, if known by him, her, or it, might have affected his, her, or its decision(s) with respect to the Partial Settlement. With respect to any Released Claims, the Settling Parties stipulate and agree that they shall expressly waive, and each of the other Class Members by operation of law shall be deemed to have waived, any provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law or foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

• A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The Settling Parties acknowledge, and each of the other Class Members by operation of law are deemed to acknowledge, that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Claims, but that it is the intention of the Settling Parties, and by operation of law the other Class Members, to fully, finally, and forever extinguish all Released Claims, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. The Settling Parties also acknowledge, and each other Class Member by operation of law is deemed to acknowledge, that the inclusion of “Unknown Claims” in the definition of Released Claims is separately bargained for and is a material element of the Partial Settlement and was relied upon by each of the Settling Parties in entering into the Stipulation.

Release of Claims by the Settling Defendants: Upon the Effective Date, the Settling Defendants, on behalf of themselves and the Released Settling Defendant Persons, shall have fully, finally, and forever released, settled, and discharged the Released Plaintiff Persons from and with respect to every one of the Released Settling Defendant Claims, and shall hereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any Released Settling Defendant Claims against any of the Released Plaintiff Persons. This release shall not apply to any of the Excluded Settling Defendant Claims.

“Plaintiff’s Counsel” means Bleichmar Fonti & Auld LLP.

“Released Settling Defendant Claims” means all claims and causes of action, including Unknown Claims, arising out of or relating to this Action other than claims relating to the enforcement of the Partial Settlement, including all actions taken by Plaintiff and Plaintiff’s Counsel in connection with the initiation, prosecution, and settlement of this Action. For the avoidance of doubt, the Released Settling Defendant Claims do not include any claims (x) based on conduct after the Effective Date, or (y) to enforce the terms of the Partial Settlement (collectively, the “Excluded Settling Defendant Claims”).

“Released Plaintiff Persons” means Plaintiff, all other Class Members, and their respective trustees, officers, directors, employees, agents, advisors, experts, and attorneys (including Plaintiff’s Counsel), in their capacities as such.

If the Partial Settlement is approved and the Effective Date occurs, neither Plaintiff nor any Class Member will be able to bring another action asserting the Released Plaintiff Claims against any of the Released Settling Defendant Persons individually, directly, derivatively on behalf of BioVentrix, or in any other capacity as former BioVentrix common stockholders.

To view the Stipulation and other case-related documents, visit the Important Documents page.

10. How will Plaintiffs’ Counsel be paid?

Other than $146,801.00 in fees obtained in connection with a motion to compel, Plaintiffs’ Counsel have not received any payment for their services in pursuing claims in the Action on behalf of the Class, nor have Plaintiffs’ Counsel been paid for their litigation expenses incurred in connection with the Action. Concurrent with seeking final approval of the Partial Settlement, Plaintiffs’ Counsel intend to petition the Court for reimbursement of Plaintiff Counsel’s expenses in prosecuting the Action of $57,750.00 (the “Expense Award”). Plaintiffs’ Counsel will make this petition no less than thirty (30) calendar days prior to the Settlement Hearing. Plaintiff does not intend to make an application for attorneys’ fees at this time. The Court will determine the amount of the Expense Award. The Expense Award will be paid solely from (and out of) the Settlement Fund in accordance with the terms of the Stipulation. Class Members are not personally liable for any such expenses.

To view the Stipulation and other case-related documents, visit the Important Documents page.

11. When and where will the Settlement Hearing be held? Do I have to come to the Hearing? May I speak at the Hearing if I don’t like the Partial Settlement?

The Settlement Hearing will be held on December 4, 2026, at 11:00 a.m., before The Honorable Paul Fioravanti, Vice Chancellor, at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 9801, to, among other things: (i) determine whether the provisional class action certification herein should be made final; (ii) determine whether the Partial Settlement should be approved by the Court as fair, reasonable, adequate, and in the best interests of the Class; (iii) determine whether a Judgment, substantially in the form attached as Exhibit C to the Stipulations, should be entered, dismissing this Action with prejudice as against the Settling Defendants, releasing the Released Claims against the respective Released Persons, and barring and enjoining prosecution of the Released Claims against the Released Persons; (iv) consider Plaintiff’s Counsel application for an award of expenses; (v) hear and determine any objections to the Partial Settlement or Plaintiff’s Counsel application for an award of expenses; and (vi) rule on such other matters as the Court may deem appropriate.

Class Members are not required to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the Settlement Hearing. Class Members can recover from the Partial Settlement without attending the Settlement Hearing.

Please Note: The Court may decide to hold the Settlement Hearing by video or telephone conference without further written notice to Class Members. In order to determine whether the format of the Settlement Hearing has changed, it is important that you monitor the Court’s docket and this Partial Settlement website before making any plans to attend the Settlement Hearing. Any updates regarding the Settlement Hearing, including any updates regarding in-person or remote appearances at the hearing, will be posted to this Partial Settlement website. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing remotely by video or telephone conference, the information needed to access the conference will be posted to this website.

The Court reserves the right to adjourn the Settlement Hearing or any adjournment thereof, including the consideration of the application for attorneys’ expenses, without further notice of any kind other than oral announcement at the Settlement Hearing or any adjournment thereof, and retains jurisdiction over this Action to consider all further applications arising out of or connected with the Partial Settlement.

Any Class Member who objects to the class action determination, the Partial Settlement, the Judgment to be entered in the Action, and/or Plaintiffs’ Counsel’s application for expenses, or otherwise wishes to be heard, may appear personally or by counsel at the Settlement Hearing and present evidence or argument that may be proper and relevant; provided, however, that no Class Member may be heard and no briefs, pleadings, or other documents submitted by or on behalf of any Class Member shall be considered by the Court, except by Order of the Court for good cause shown, unless, not later than fifteen (15) calendar days prior to the Settlement Hearing, copies of (i) a written notice of intention to appear that identifies the case name and civil action number, “Gary Moline v. BioVentrix, Inc., et al., C.A. No. 2023-0883-PAF,” the address, and telephone number of the objector, and, if represented by counsel, the name, address, and telephone number of the Objector’s counsel, (ii) proof of membership in the Class, (iii) a written statement of such person’s objections to any matter before the Court, (iv) the grounds for such objections and any reasons for such person’s desiring to appear and be heard, and (v) all documents and writings such person desires the Court to consider, shall be filed with the Register in Chancery, Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, and, on or before such filing, served electronically via LexisNexis e-service, by hand, or by overnight mail upon the following:

You may file a written objection without having to appear at the Settlement Hearing. You may not, however, appear at the Settlement Hearing to object unless you first file and serve a written objection in accordance with the procedures described above, unless the Court orders otherwise.

If you wish to be heard orally at the Settlement Hearing, you must disclose your intent to do so in your written objection submitted in accordance with the procedures described above.

Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Such persons may be heard orally at the discretion of the Court.

You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Plaintiff’s Counsel and the Settling Defendants’ Counsel at the mailing and email addresses set forth above so that the notice is received on or before November 19, 2026.

Unless the Court otherwise directs, no Class Member shall be entitled to object to the Partial Settlement, the Judgment to be entered herein, or the award of expenses to Plaintiff’s Counsel, or otherwise to be heard, except by serving and filing written objections as prescribed above. Any person who fails to object in the manner provided above shall be deemed to have waived the right to object (including any right of appeal) and shall be forever barred from raising such objection in this Action or in any other action or proceeding.

Class Members that do not object need not appear at the Settlement Hearing or take any other action to indicate their approval.

12. Can I see the Court file? Whom should I contact if I have questions?

The Notice and this website contain only a summary of the terms of the proposed Partial Settlement. For more detailed information about the matters involved in the Action, copies of the Stipulation, the Amended Complaint, and any settlement-related orders entered by the Court will be posted on the Important Documents page. Additionally, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Register in Chancery in the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801. If you have additional questions, you may also contact Plaintiff’s Counsel at:

Derrick B. Farrell
Bleichmar Fonti & Auld LLP
3411 Silverside Road
Baynard Building, Suite 104
Wilmington, DE 19810
dfarrell@bfalaw.com