Full Opinion

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) MELISSA BRANDAO, ) ) Petitioner, ) ) v. ) C.A. No. 2026-0824-TJF ) HERDDOGG, INC., ) ) Respondent. ) ) MEMORANDUM OPINION Date Submitted: October 15, 2026 Date Issued: November 5, 2026 Melissa Brandao, Belgrade, Montana, Pro Se Petitioner. Charles J. Brown, III, GELLERT SEITZ BUSENKELL & BROWN LLC, Wilmington, Delaware; Andrew P. Shelby, MICHAEL BEST & FRIEDRICH LLP, Chicago, Illinois; Attorneys for Respondent. FOX, M. This memorandum opinion resolves the respondent’s pending motion to dismiss, along with the motion for sanctions pursuant to Court of Chancery Rule 11 the respondent seeks against the petitioner. Respondent argues dismissal is appropriate as: (1) res judicata and collateral estoppel bar the petition; (2) laches bars the petition; and (3) the petitioner fails to plead required elements to support the appointment of a receiver. Petitioner seeks to inject additional facts not alleged in the petition, and has chosen to defend the petition instead of seeking to amend it. For the reasons further explained below, the Court finds the petition fails to state a claim for appointment of a receiver, is barred by res judicata and collateral estoppel, and due to the unusual conditions presented here, is also barred by laches. The petition’s other allegations are not sufficient in the absence of insolvency to grant the relief the petitioner has requested. The respondent’s motion for sanctions is denied. While the petitioner’s conduct has at times troubled the Court, the facts and circumstances here and the case law cited by the respondent do not require additional sanction beyond dismissal of this case with prejudice. This is a final report, and exceptions may be taken consistent with Rule 144. I. BACKGROUND The motion seeks dismissal of this case commenced on June 23, 2026 by the filing of a Verified Petition for Appointment of Receiver Pursuant to 8 Del. C. § 291 1 (the “Petition”).1 Melissa Brandao (“Petitioner”), seeks a receiver asserting that HerdDogg, Inc. (“Respondent”) is insolvent, and that the insolvency plus factors require an independent fiduciary to investigate numerous issues and act in creditors and stockholders best interests.2 Petitioner is the Founder and a former officer and director of the Respondent, who departed from Respondent’s management in 2022. 3 Petitioner is also a stockholder of Respondent.4 Respondent is a Delaware corporation and operates in the agricultural technology sector. 5 No other individual or entity is a named respondent or defendant in the Petition. 6 The Court held a hearing on July 20, 2026 (the “July 20, 2026 Hearing”) to consider Petitioner’s motion to expedite and motion for a temporary restraining order (“TRO”).7 The Court denied those requests as stated on the record.8 Respondent has moved to dismiss the Petition (the “Motion to Dismiss”), and that 1 Docket (“Dkt.”) 1. 2 Id. ¶¶ 24 & 36-38. 3 Dkt. 1 ¶¶ 1 & 14 (“Following Petitioner’s departure from the Company’s management, the Controlling Shareholders assumed operational control. From and after 2022, the Controlling Shareholders have managed the Company . . . .”). 4 Id. ¶ 1. 5 Id. ¶ 2. 6 Dkt. 1. 7 See Dkts. 44 & 55. 8 See July 20, 2026 Hearing Transcript (“Tr.”) 50:14 - 70:13. 2 Motion to Dismiss is fully briefed.9 Oral argument on the Motion to Dismiss was held on October 15, 2026 by Zoom.10 In connection with the Petition, the Petitioner on August 5, 2026 filed her Motion for Disqualification of Respondent’s Counsel and for Relief. 11 The Motion for Disqualification was likewise fully briefed.12 The Court issued a report deciding the Motion for Disqualification, taking the matter under advisement on the papers, denying the Petitioner’s motion for the reasons set forth therein. 13 That sequencing was a request made by the Petitioner.14 As of September 11, 2026, the Respondent’s motion for sanctions against the Petitioner is also fully briefed (the “Motion for Sanctions”). 15 On September 16, 2026, the Petitioner filed the Motion to Recuse Magistrate Timothy J. Fox, Jr, (the “Motion to Recuse”). 16 The Court issued a letter decision 9 Dkts. 45, 88, & 121. 10 Dkt. 159. 11 Dkt. 80 (“Motion for Disqualification”). 12 Dkts. 82, 134, & 138. Dkt. 82 does not have pagination, so I cite to the pages reflected in the browser or PDF viewer for the document. I proceed likewise whenever discussing an unpaginated submission from the Petitioner. 13 Dkt. 157. 14 Dkts. 122 & 123. 15 Dkts. 113, 136, & 155. 16 Dkts. 160-67. 3 denying the relief sought in the Motion to Recuse on September 28, 2026.17 Petitioner filed a motion seeking reargument or clarification on the Motion to Recuse, and the Court denied that motion the same day on September 30, 2026, for the reasons appended to that order. 18 A. Facts Pleaded in the Petition Petitioner asserts in addition to her standing as stockholder, she is a potential creditor as a result of claims and disputes as to the ownership of intellectual property and patents (the “Patent Disputes”), that were allegedly misrepresented to other investors in securities offerings.19 Petitioner alleges the Respondent and its other stockholders are engaged in self-dealing transactions, resulting in misappropriation of investment proceeds.20 Petitioner asserts that the assets resulting from those transactions are of nominal value, unusable/unsellable, and have generated additional liabilities while the company’s cash has been consumed.21 Annexed to the Petition was an undated printout of LinkedIn results for Respondent’s then-CEO, Andrew Uden, and then-chief technology officer, Jeff Mitchel, indicating 17 Dkt. 170. 18 See Dkts. 172-176. 19 Dkt. 1 ¶ 9. 20 Id. ¶¶ 17-20. 21 Id. ¶¶ 19 & 40. 4 overlapping full time employment at Respondent and Cattyltx, Inc., a competing venture on Petitioner’s information and belief.22 The Petition asserts that a third quarter 2024 financial disclosure and unheeded capital calls to address past-due obligations, and the absence of evidence demonstrating intervening improvement established equity insolvency. 23 The Petition did not attach the disclosure from 2024 that it relied on. The Petitioner asserts that between 2024 and the Petition date, Respondent intermittently announced partnerships with three separate small private companies, but that such announcements lacked additional detail to stockholders and publicly available commercial activity could not be found to substantiate them.24 The Petitioner asserts on information and belief, such announcements “were made for the purpose of creating a misleading impression of commercial activity and progress where none exists.”25 22 Id. ¶ 7 & Ex. A. 23 Dkt. 1 ¶ 41. 24 Id. ¶ 26. 25 Id. 5 1. The Patent Disputes The Petitioner asserts rights to patents and intellectual property of the Respondent.26 The Petition specifically states “[t]he Patents are central to the Company’s purported business model.”27 Paragraph 1 identifies Petitioner as the inventor of all patents “presently held by or purportedly assigned to the Company.”28 Petitioner, in addition to stockholder standing, asserts creditor standing: as a potential creditor of the Company by virtue of (a) claims arising from the Company’s unauthorized use of Petitioner’s intellectual property and the Company’s fraudulent misrepresentation in multiple securities offerings that it possessed an executed general release from the petitioner, which it does not; and (b) Petitioner’s status as sole inventor of patents the Company claims to own, the assignment of which is at least colorably disputed. 29 The Petitioner contends, despite assigning one or more patents to the Respondent, the Respondent’s “conduct—including its fraudulent misrepresentation to investors that it holds an executed general release from Petitioner—has given rise to claims by Petitioner regarding the status and enforceability of any such assignment, and regarding her entitlement to compensation and other relief.”30 Further characterizing 26 Id. ¶¶ 1, 9, 11, 12, 13, 27-30, & 31-33. Please note that there are two sets of numbered paragraphs ranging from 31 through 33. The second set of those paragraphs raise issues with overlapping roles at the Respondent and Cattlytx. See Dkt. 1 at p. 15-16. 27 Id. ¶ 12. 28 Id. ¶ 1 (emphasis added). 29 Id. ¶ 9. 30 Id. ¶ 13. 6 the status of claims, Petitioner asserts retained claims, “relating to, among other things, the status of the patent assignments, the unauthorized use and exploitation of Petitioner’s intellectual property, and the Company’s misrepresentations in connection with securities offerings.”31 2. Related Claims to Demonstrate Insolvency “Plus” The Petition also asserts facts relating to inadequate disclosure, potential breach of fiduciary duties, diversion of corporate opportunities, and how those facts inform the insolvency “plus” analysis.32 The Petition alleges that Mr. Uden’s acceptance of a new role at Cattlytx was not adequately disclosed to stockholders.33 That new role is further alleged to be “potentially competitive with the Company’s stated business.”34 The Petitioner further asserts, “[o]n information and belief,” that other stockholders hold interests or exercise influence over Cattlytx. 35 The Petition frames this item as “rais[ing] serious questions” regarding diversion of “corporate opportunities or intellectual property”; exploitation of the Company’s Patents “without authorization or compensation”; and prioritizing the 31 Id. ¶ 30. 32 See id. ¶¶ 31-34 at p. 15-16. 33 Id. 34 Id. ¶ 31 at p. 15. 35 Id. ¶ 33 at p. 16. 7 success of the new venture, while the Respondent “is allowed to fail.”36 While styling the “complete absence of any disclosure regarding CEO’s dual role”37 as “a material breach of the fiduciary duties owed to the Company’s minority [stockholders] and a further demonstration of the total failure of corporate governance,”38 the Petition includes no facts to establish the identity of the Respondent’s directors beyond a purported control group, 39 whether any demands were made upon them to address the dual role related issues, or any action to correct or address the corporate governance complaints lodged by the Petitioner.40 The Petition’s prayer for relief is entirely focused on a receiver’s appointment, directing the receiver’s conduct, and requiring other parties to act in concert with the receiver.41 B. Petitioner’s Prior Litigation On July 13, 2026, Respondent filed its answering brief regarding the motion to expedite. 42 Respondent’s answering brief identified that Petitioner had previously 36 Id. 37 Id. ¶ 34. 38 Id. 39 Id. ¶ 3 (setting forth “Controlling Shareholders” but not specifying the composition of the Respondent’s Board of Directors, or any information relating to the certificate of incorporation or bylaws). 40 See id. ¶ 34. 41 Id. at p. 22-24 (Prayer for Relief). 42 Dkt. 12. 8 initiated litigation against the Respondent, and others, in the United States District Court in the District of Colorado (the “Colorado Litigation”).43 The Petitioner’s complaint in the Colorado Litigation (where she is referred to as “Plaintiff”) set forth: • Beginning in or around 2019, other officers and directors of HerdDogg initiated a series of actions designed to seize control of the company’s core patents and deprive Plaintiff of her ownership stake and corporate rights. These actions included the forgery of patent assignments submitted to the United States Patent and Trademark Office, fraudulent misrepresentations to private investors, and efforts to prevent Plaintiff from participating in shareholder governance or obtaining redress through corporate processes; 44 • The real business of HerdDogg, as orchestrated by the insiders and investors who have corrupted it, is fraud. And the targets of the Defendants’ ongoing racketeering scheme have expanded far beyond just Plaintiff and the other shareholders in the company—as it stands now, every counterparty to a transaction with Herddogg, whether it be a new employee, vendor, customer, private investor, or government funding agency like the North Dakota Development Fund, is really just another victim being unwittingly fleeced by the conspirators; 45 • Plaintiff brings this action to halt the ongoing injury caused by Defendants’ fraudulent enterprise, to vindicate her rights as founder, shareholder, and inventor, and to expose and remedy the broader RICO/COCCA conspiracy now implicating state and federal funds and a continuing pattern of deceptive conduct;46 43 Id. at p. 3; Colorado Litigation Case No. 25-cv-02254-GPG-NRN. 44 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 1 ¶ 3. 45 Id. ¶ 8. 46 Id. ¶ 9. 9 • On May 26, 2021, Plaintiff was awarded U.S. Design Patent No. D1020130 (the “‘130 Patent”) as sole inventor. Plaintiff did not intend or agree to assign the ‘130 Patent to HerdDogg; 47 • However, unbeknownst to Plaintiff, on that same day [May 26, 2021], while she was travelling on business for the Company in Nashville, Tennessee, Defendant Faust directed Defendant Moyes, Hammar, and/or other co-conspirators to unlawfully gain unauthorized access to Plaintiff’s email account, and thereby, her DocuSign electronic signature account, and to use that unauthorized access to forge Plaintiff’s electronic signature on a patent assignment document purporting to assign the ‘130 Patent from Plaintiff to HerdDogg, which patent assignment document was then fraudulently submitted to the U.S. Patent and Trademark Office in Plaintiff’s name; 48 • On December 7, 2021, Plaintiff was awarded U.S. Utility Patent No. 11191626 (the “‘626 Patent”) as sole inventor. Plaintiff did not intend or agree to assign the ‘626 Patent to HerdDogg; 49 • However, unbeknownst to Plaintiff, five days later, on December 12, 2021, while she was again travelling on business for the Company, this time to a trade show in Casper, Wyoming, Defendant Faust directed Defendants Moyes, Hammar, and/or other co-conspirators to unlawfully gain unauthorized access to Plaintiff’s email account, and thereby, her DocuSign electronic signature account, and to use that unauthorized access to forge Plaintiff’s electronic signature on a patent assignment document purporting to assign the ‘626 Patent from Plaintiff to HerdDogg, which patent assignment document was then fraudulently submitted to the U.S. Patent and Trademark Office in Plaintiff’s name;50 • Together, the ‘130 Patent and the ‘626 Patent, and all rights and intellectual property therein, are hereinafter collectively referred to as the “Stolen Inventions.”;51 47 Id. ¶ 59. 48 Id. ¶ 60. 49 Id. ¶ 67. 50 Id. ¶ 68. 51 Id. ¶ 69. 10 • On July 8, 2022, Plaintiff received an email attaching a purported proposal, which was in fact not an actual firm offer of any kind, but rather an aspirational intention to eventually pay her something when the Company had escaped from its insolvent and non-revenue- generating condition;52 • On August 2, 2022, Plaintiff had a phone conversation with two members of the board, Defendants Ed Hamburg and Rob Schultz. During this call, Hamburg and Shultz told Plaintiff that the Company was broke and could not pay her anything at all in severance; 53 • Defendants have dissipated all of those fundraising proceeds on their own salaries, fraudulent purchases of bulk, unsalable raw materials, and fraudulent manufacturing arrangements that have left the Company with a stockpile of unsold and unmarketable finished goods;54 • Based on the limited financial information the Company has disclosed to Plaintiff, and other information Plaintiff has been able to obtain without the benefit of discovery, Plaintiff reasonably infers that the Company’s current operations are a sham meant to perpetrate a fraud on the U.S. Treasury and the State of North Dakota, by creating a false impression that HerdDogg is manufacturing products and employing productive workers in North Dakota in order to falsely certify compliance with the requirements imposed on one of the Company’s principal A3 and A4 fundraising round investors . . . .; 55 • In 2024, HerdDogg undertook large-scale purchases of raw materials, totaling several million dollars by the end of Q3. These purchases were subsequently reclassified as finished goods inventory, despite the absence of any clear sales pipeline, order fulfillment activity, or documented commercialization efforts. The company’s claimed inventory grew significantly, but without corresponding 52 Id. ¶ 78. 53 Id. ¶ 80. 54 Id. ¶ 91. 55 Id. ¶ 92. 11 increases in accounts receivable, product revenue, or customer engagement; 56 • Meanwhile, HerdDogg reported negligible product revenue for the entire year, suggesting either operational failure or deliberate misreporting. Despite this, the company incurred substantial professional and legal expenses, outpacing even core operational costs in some quarters. This raises the possibility that much of the company’s spending has gone toward legal work connected to unresolved IP disputes, investor disclosures, or internal governance challenges; 57 • The disconnect between HerdDogg’s asset reporting, cash burn, and operational results poses serious red flags. The financials suggest a company artificially inflating its book value through unsold inventory, with no viable path to revenue—and possibly misusing investor or public funds to sustain a non-viable business model;58 • HerdDogg’s substantial expenditures in 2024 on raw materials— amounting to several million dollars—and its subsequent decision to relocate manufacturing operations to Mexico did not reflect bona fide commercial needs, but instead most reasonably indicates undisclosed self-dealing;59 • This raises the strong possibility that one or more officers, directors, or significant investors caused HerdDogg to enter into transactions that primarily benefitted other entities to which those individuals are affiliated, whether through ownership, control, or prior business relationships. These transactions may have served to enrich such parties at the company’s expense, without independent oversight or fair market validation; 60 • This concern is heightened by the fact that no board minutes, investor disclosures, or audited statements to date have addressed the 56 Id. ¶ 93. 57 Id. ¶ 94. 58 Id. ¶ 95. 59 Id. ¶ 96. 60 Id. ¶ 98. 12 identity of the Mexican manufacturing partner, the terms of engagement, or any evaluation of alternative domestic suppliers; 61 • Rather, the pattern of opaque expenditures, inflated inventory reporting, and offshore contracting suggests a possible scheme to extract value from HerdDogg through non-arm’s-length transactions that provide windfall profits to insiders or related parties, while leaving the company insolvent and its public and private investors defrauded;62 • Finally, Plaintiff did not become aware of Defendants’ misconduct in forging her signature in the DocuSign system to fraudulently assign the patents relating to the Stolen Inventions from Plaintiff to the Company until December 2023; 63 • These misrepresentations included, but were not limited to, fraudulent claims that HerdDogg possessed valid and unencumbered ownership of its core intellectual property portfolio, including the Stolen Inventions; that Plaintiff had executed a general release of all claims against the Company; and that HerdDogg maintained meaningful operations or employment activity in the State of North Dakota; 64 • Each of these statements was knowingly false. HerdDogg possessed no executed release from Plaintiff. Plaintiff never consented to assign her patents to the Company. HerdDogg’s purported North Dakota presence was a sham. As of the relevant time period, the Company had no production or sales activity in North Dakota and employed, at most, one or two remote support workers in the state. Its so-called manufacturing operation had in fact been outsourced to Mexico;65 • In early 2025, Plaintiff, through her counsel, submitted a formal books and records demand through her pursuant to 8 Del. C. § 220 in early 2025. This request sought corporate documents necessary to evaluate HerdDogg’s governance, IP assignments, fundraising 61 Id. ¶ 99. 62 Id. ¶ 101. 63 Id. ¶ 104. 64 Id. ¶ 110. 65 Id. ¶ 111. 13 representations, and shareholder rights compliance. The company initially resisted production, providing only limited, disorganized, and at times internally contradictory materials. Key records—such as board resolutions, patent documentation history, and voting records—were either withheld or produced in formats suggesting gaps or irregularities; 66 • In light of these deficiencies and the apparent years-long lapse in any shareholder meeting, Plaintiff’s counsel also demanded that the company comply with its statutory and fiduciary obligations by calling a proper meeting of shareholders. Under mounting legal pressure, the company finally agreed to hold a shareholder meeting. However, it refused to circulate Plaintiff’s proposed resolutions or platform items as part of the agenda, and took no action to ensure meaningful shareholder participation beyond select insiders;67 • This action is brought, in part, under the Racketeer Influenced and Corrupt Organizations Act (“RICO”),18 U.S.C. § 1961 et seq., and the Colorado Organized Crime Control Act (“COCCA”), Colorado Revised Statutes (“C.R.S.”), 18-17-101et seq., based on a pattern of racketeering activity involving multiple defendants acting in concert through an enterprise—or alternatively, through multiple related enterprises—for the purpose of misappropriating Plaintiff’s intellectual property, defrauding state and federal entities of public funds, concealing the lack of commercial viability of a venture, and defrauding investors through material omissions and misrepresentations; 68 • The enterprise engaged in interstate commerce, including by transmitting offering materials, investor updates, financial records, and internal communications across state lines using email, wire transfers, and digital platforms. These communications constitute acts of wire fraud in violation of 18 U.S.C. § 1343, and were made repeatedly between at least 2021 and the present, including but not limited to: misrepresentations about ownership of the foundational patents; communications falsely asserting Plaintiff had executed a general 66 Id. ¶ 121. 67 Id. ¶ 122. 68 Id. ¶ 125. 14 release; and communications seeking additional funding under materially false pretenses; 69 • Further predicate acts include unauthorized access to digital accounts and/or the use of credentials to improperly reassign patent rights originally held by Plaintiff without her knowledge or consent. Upon information and belief, these unauthorized assignments occurred between mid-2021 and early 2022, in the lead-up to key investment rounds, and were used to fraudulently represent to investors that the company held undisputed rights to all intellectual property foundational to its product line; 70 • These acts are not isolated. They are part of a coordinated and deliberate course of conduct spanning multiple years and jurisdictions. The predicate acts began no later than 2021 and are continuing into 2025, involving ongoing attempts to secure funding, avoid regulatory scrutiny, and exclude Plaintiff from her rights as a founder and stakeholder. Each act of email communication, misrepresentation to government funders, and concealment of the fraudulent patent assignments constitutes a distinct racketeering act under federal law;71 • In the months since Plaintiff’s attempts to obtain a complete and accurate set of corporate board records and to meaningfully participate in a substantive shareholders’ meeting were thwarted by Defendants, the Company has apparently continued to fraudulently raise additional debt and/or equity funding from investors who Defendants have continued to lie to about the Company’s ownership of the Stolen Inventions and about possessing a release from Plaintiff;72 • Indeed, over just the past few weeks, Defendants have doubled down on their fraud scheme—again—by soliciting yet more rounds of outside investment in HerdDogg to keep the scheme running, denominated as the Series A5 and A6 rounds. Worse, it appears that one of the entities that Defendants induced to put more cash into the company is Invest Nebraska, meaning that the conspirators’ scheme to 69 Id. ¶ 127. 70 Id. ¶ 129. 71 Id. ¶ 131. 72 Id. ¶ 140. 15 find and use additional public funds to perpetuate their fraud is still ongoing;73 • In order to fraudulently induce these latest rounds of investment in HerdDogg—which of course has also had the effect of further diluting Plaintiff’s shareholding in the company—Defendants made numerous false and misleading statements in their offering materials, including, but not limited to, claims that: (a) HerdDogg owns the Stolen Inventions; (b) Plaintiff had signed a release of the Company from liability; (c) Plaintiff had signed termination non-solicitation, and non- compete agreements with the Company; and (d) the Company knew of no ongoing disputes or claims subjecting it to liability;74 • At this point, it appears that Defendants have managed to take in approximately $15 million in investment across the four rounds of fraudulent solicitations (Series A3, A4, A5 and A6) they have conducted since 2023; 75 • In addition, it appears from an updated cap table Plaintiff can still access that Defendant Uden has been awarded additional incentive compensation in the form of company stock, despite the fact that he has performed no discernable function for the Company other than to make deceptive social media appearances in which he falsely implies that HerdDogg is a thriving, going concern, as opposed to a fraud vehicle with no meaningful revenues;76 • Of course, Plaintiff cannot determine the extent to which Defendants have further looted the Company’s remaining resources and dissipated the new funds they have fraudulently induced from investors, because HerdDogg has failed to provide any updated financial information to shareholders generally, or in response to Plaintiff’s explicit written demands, for any time periods after the third quarter of 2024;77 73 Id. ¶ 141. 74 Id. ¶ 142. 75 Id. ¶ 143. 76 Id. ¶ 144. 77 Id. ¶ 145. 16 • As a result, Plaintiff can only determine from the updated cap table that Defendants have purportedly diluted Plaintiff’s shareholding to approximately 7.5%, while increasing the ownership stake of Defendant Uden—who has done nothing but serve as a front for the Defendants’ fraud scheme—to over 10% of a company he helped steal from Plaintiff;78 • In addition, it appears that in the course of the A5 and A6 rounds, Defendants have not only diluted Plaintiff’s shareholdings to an all- time low, they have also preferenced themselves and the A5 and A6 Series to such an extent that Plaintiff’s shares would be effectively worthless even in the (unanticipated) event of a 100% buyout of the Company by a third party; 79 • Plaintiff has tried to resolve this matter through the use of the internal mechanisms provided for by Delaware law, and by engaging with Defendants in good faith to achieve a reasonable resolution of her concerns. Instead of meeting their legal and moral obligations to their Company’s founder, Defendants have instead attempted to use their resources and clout to squelch her inquiries and destroy her career. As a result, Plaintiff has been left with no choice but to seek meaningful remedies and the vindication of justice for Defendants’ wrongdoing from this Court; 80 • In the course of perpetrating their wider scheme to defraud Plaintiff out of her ownership and control of HerdDogg and the benefits of her inventions, including, without limitation, their subsidiary scheme to forge assignments of the patents to the Stolen Inventions, Defendants made multiple false representations and omissions of material facts; 81 • Specifically, Plaintiff seeks a judicial declaration that: (a) Plaintiff remains the rightful owner of two foundational patents misappropriated and reassigned without consent; (b) the claimed assignments of those patents to HerdDogg were obtained through forgery and are null and void; (c) no valid general release or termination agreement was ever executed by Plaintiff in favor of HerdDogg or any 78 Id. ¶ 146. 79 Id. ¶ 147. 80 Id. ¶ 148. 81 Id. ¶ 225. 17 related party; and (d) all subsequent representations by Defendants regarding full and uncontested ownership of such intellectual property were materially false and should be declared invalid and unlawful; 82 • The appointment of a permanent receiver to manage, operate, and provide an orderly resolution of claims of ownership in, and liabilities to and of, HerdDogg, Inc.;83 • A declaration that the Stolen Inventions are wholly and solely owned by Plaintiff, and that the purported assignments of related patents to HerdDogg, Inc. were and are void as ultra vires;84 • An injunction compelling HerdDogg, Inc. to issue public corrections to its prior false statements concerning its ownership of the Stolen Inventions; 85 • The appointment of a permanent receiver to manage, operate, and provide an orderly resolution of claims of ownership in, and liabilities to and of, HerdDogg, Inc.;86 • A declaration that the Stolen Inventions are wholly and solely owned by Plaintiff, and that the purported assignments of related patents to HerdDogg, Inc. were and are void as ultra vires;87 • A permanent injunction compelling HerdDogg, Inc. to issue public corrections to its prior false statements concerning its ownership of the Stolen Inventions; 88 On January 14, 2026, District Judge Gordon P. Gallagher issued an Order to Show Cause to indicate why the matter should not be dismissed “based on 82 Id. ¶ 232. 83 Id. at p. 52 (Prayer for Relief 1.c.). 84 Id. (Prayer for Relief 2.b.). 85 Id. at p. 53 (Prayer for Relief 2.c.). 86 Id. (Prayer for Relief 4.c.). 87 Id. (Prayer for Relief 4.d.). 88 Id. (Prayer for Relief 4.e.). 18 [Petitioner’s] failure to proceed in this action due to her failure to respond to the motions discussed herein.” 89 On January 23, 2026, with no response by Petitioner to the Order to Show Cause, District Judge Gallagher dismissed the Colorado Litigation with prejudice “as a sanction for Plaintiff’s noncompliance.” 90 Specifically, the dismissal detailed how Petitioner failed to “lodge[] a response to any” of the four outstanding motions filed by both Respondent and other defendants (“Other Defendants”).91 The dismissal characterized Petitioner’s Counsel, John Oleske’s, statement that he “intend[ed] to submit the two responses to the [outstanding motions]” as “disingenuous,” given his failure to respond to either motion. 92 Finally, the dismissal set forth that despite Mr. Oleske “f[alling] on his sword”93 by accepting responsibility in failing to respond to the aforementioned motions, Petitioner nonetheless is “responsible for their choice of counsel and sometimes reaps the unfortunate consequences of that choice[.]” 94 The dismissal suggested that Petitioner, “should she choose, can proceed against Counsel for 89 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 45 at 6. 90 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 49 at 1 & 7. 91 Id. at 2. 92 Id. at 4-5. 93 Id. at 5. 94 Id. (citing Link v. Wabash R. Co., 370 U.S. 626, 633-34 (1962)). 19 potential malpractice.” 95 Time for appeal on the dismissal elapsed on February 23, 2026. 96 On July 16, 2026, Magistrate Judge N. Reid Neureiter issued a Report and Recommendation to order Plaintiff to pay the Other Defendants $84,408 in response to their motion for an award of attorneys’ fees under 35 U.S.C. § 285.97 On July 23, 2026, Mr. Oleske filed a motion to withdraw (“Motion to Withdraw”), to withdraw as counsel for Petitioner, as Petitioner “terminated undersigned counsel as her attorney.”98 The District Court granted the Motion to Withdraw on July 29, 2026.99 Petitioner lodged an objection to Magistrate Neureiter’s Report and Recommendation on August 5, 2026.100 On June 29, 2026, some of the Other Defendants filed a complaint in the United States District Court in the District of Colorado (the “Colorado Litigation 2”), alleging abuse of process and malicious prosecution claims against Petitioner.101 Petitioner filed an answer, affirmative defenses, and counterclaims on August 17, 95 Id. 96 See Fed. R. App. P. 4(a)(1)(A) (providing 30 days after entry of the judgment or order appealed from in a civil case). 97 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 58 at 2. 98 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 59 at 1. 99 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 61 at 1. 100 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 64. 101 Colorado Litigation 2 Case No. 26-cv-02903-TPO Dkt. 1 at 2. 20 2026. 102 On September 8, 2026, the plaintiffs in the Colorado Litigation 2 case filed a Motion to Dismiss Petitioner’s counterclaims, 103 and Petitioner opposed the motion on September 28, 2026.104 On August 5, 2026, Petitioner filed a Motion for Relief from Judgment pursuant to Federal Rule of Civil Procedure Rule 60(b) (the “Motion for Relief”).105 Petitioner set forth her contentions that she “was deprived of any meaningful opportunity to have her claims adjudicated on their merits” due to the “complete abandonment of [Petitioner’s] case by the attorney she retained to litigate it.” 106 The Motion for Relief is fully briefed, and there is no dispositive ruling on the Motion for Relief as of November 5, 2026. 107 C. Facts Asserted in the Motion for Sanctions Respondent in seeking sanctions pursuant to Court of Chancery Rule 11 directs the Court to the Colorado Litigation Complaint and the Dismissal discussed above.108 The Respondent also highlights Magistrate Judge Neureiter’s Order on Other Defendants’ Motion for Attorneys’ Fees, entered July 16, 2026, identifying 102 Colorado Litigation 2 Case No. 26-cv-02903-TPO Dkt. 10. 103 Colorado Litigation 2 Case No. 26-cv-02903-TPO Dkt. 14. 104 Colorado Litigation 2 Case No. 26-cv-02903-TPO Dkt. 19. 105 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 65. 106 Id. at 2. 107 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkts. 65, 72, & 74. 108 Dkt. 113 at 1-2. 21 concerns that Petitioner did not submit any evidence to explain the factual basis for bringing her lawsuit, and noting t