American Aires Announces Settlement Agreement with Former Officer and Director and Assignment of Patent Rights to the Company

Executive Summary

• American Aires Inc. has entered into a settlement agreement with former officer and director Dimitry Serov and Serov Holdings Inc. to resolve all outstanding disputes, including prior litigation in the Ontario Superior Court of Justice.
• As part of the settlement, Mr. Serov has irrevocably assigned all rights, title, and interest in certain patents, patent applications, and related intellectual property to the Company, including an issued U.S. patent.
• The settlement involves the cancellation and return to treasury of 1,777,778 common shares previously issued to Serov Holdings Inc., with no cash consideration paid by the Company.

Key Details

• Settlement Terms: The parties agreed to a full and final mutual release of claims, with litigation to be dismissed with prejudice and without costs. The resolution is on a "no-admission" basis.
• Intellectual Property Assignment: Mr. Serov assigned all rights to patents, patent applications, and related IP associated with the Company's products and business, specifically including an issued U.S. patent and related international applications.
• Share Cancellation: An aggregate of 1,777,778 common shares of the Company, previously issued to Serov Holdings Inc., will be cancelled and returned to treasury.
• Financial Consideration: No cash consideration was paid by the Company in connection with the Settlement Agreement or the Technology Assignment Agreement.
• Covenants: The agreement includes customary confidentiality, non-disparagement provisions, and a non-competition covenant in favor of the Company covering key jurisdictions where it operates.
• Background: The settlement resolves matters arising from a Special Committee review of Mr. Serov's conduct, his subsequent termination, and the litigation commenced by the Company.

Notable Quotes

• No direct quotes from the CEO or President were included in the text of the release.