There is no simple answer to your question. On the one hand there was apparently never any contractual obligation, from the Letter Of Intent negotiations alone, for any non-compete covenant. On the other hand, there is always an implied covenant of fair dealing governing any negotiation and all business activity. If we decide to litigate this question, the lawsuit must be filed within the time period of the civil statute of limitations in California.
I have gathered and preserved evidence that I consider to be proof of wrongdoing on the part of third-parties, including the company that designed the Adia probiotics products, but as for LiveWire the only thing I can say at the moment is that Bill Hodson told me that Adia was now worthless so he wanted me to simply give him the probiotics business for free. Obviously that "offer" was refused, but Bill continued to indicate that he was still negotiating even beyond the publication of his press release announcing the termination of the negotiations. In my opinion, the negotiations are ongoing and they are merely ongoing in a very unconventional manner designed to decrease the likelihood that Adia will ever be in a position to take legal action against LiveWire.
There is reason to believe that Bill Hodson was not the only person attempting to move the probiotics business out of our company and into LiveWire without compensation for our shareholders. If we give Bill and LiveWire the benefit of the doubt, which at this point perhaps they still deserve, then the "offer" that was made by Bill to simply take over the probiotics business for free could be interpreted as a friendly attempt to be helpful. I want to afford LiveWire the benefit of the doubt, but it is frankly difficult to do that at this point.
For the moment you'll need to draw your own conclusions. I think there will be more to this story later, especially when our new investors fund the launch of our new Adia Probiotics subsidiary and we begin crowdfunding under the JOBS Act next year for Adia Probiotics.
