RCAR RenovaCare Inc (CE)

Item 8.01 Other Events.

As previously announced, on May 28, 2021 the U.S. Securities and Exchange Commission (“SEC”) filed a civil complaint naming RenovaCare, Inc. (the “Company”) and Harmel S. Rayat, RenovaCare Chairman as defendants (the “SEC Complaint”). The SEC Complaint, regarding legacy events from over 3 years ago, generally alleges that the Company and Mr. Rayat violated the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and also alleges that Mr. Rayat aided and abetted the Company's violation of those provisions. The SEC Complaint also charges the Company with violating the reporting provisions of Exchange Act Section 15(d) and Rules 15d-11 and 12b-20 thereunder. The SEC seeks permanent injunctions and civil penalties against both defendants, and officer-and-director and penny stock bars against Mr. Rayat.

As previously filed with the SEC on July 22, 2021, following the SEC’s announcement of the SEC Complaint, a number of class actions were filed against the Company based on the allegations in the SEC Complaint and related matters, including the Gabrielle A. Boller lawsuit and the Michael Solakian lawsuit filed on July 16, 2021 and July 21, 2021, respectively (collectively, the “Class Actions”).

On or about January 5, 2022, Zoser Vargas, a purported stockholder, filed a derivative lawsuit in the United States District Court for the District of New Jersey (the “Vargas Lawsuit”) against the Company, nominally, and certain of its current and former executive officers and directors (the “Defendants”). The Vargas Lawsuit alleges that in connection with the facts and circumstances underlying the allegations in the SEC Complaint, the Defendants engaged in fraudulent conduct and made false and misleading statements of material fact or omitted to state material facts necessary to make the statements made not misleading. The Vargas Lawsuit seeks certain findings, to require the Company to undergo certain corporate actions and monetary damages, including costs and expenses, and such other relief as the Court may deem just and proper.

A lawsuit making similar allegations was filed by Melvin Emberland, purported stockholder, on December, 17, 2021 (the “Emberland Lawsuit”). The Class Actions, the Vargas Lawsuit and the Emberland Lawsuit are herein collectively referred to as the “Stockholder Actions.”

The Company intends to vigorously defend itself against the Class Actions and the Vargas Lawsuit. Based on the early stages of these legal proceedings, at this time, the Company is not able to reasonably estimate a possible range of loss, if any, that may result from the allegations set forth in the complaints filed in the Stockholder Actions.

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