As previously disclosed, on May 27, 2015, Summer Infant, Inc. (the ‘Company') filed a complaint against, among other defendants, Carol E. Bramson, a member of the company's Board of Directors, in the United States District Court for the District of Rhode Island (the ‘Complaint'). The complaint alleges that Ms. Bramson and two former employees of the Company ‘violated their unequivocal contractual obligations and betrayed their fiduciary duties to Summer by conspiring together and with several employees of a technology firm Rest Devices, Inc. (‘Rest')—including Dulcie M. Madden (Chief Executive Officer of Rest) and Carson J. Darling (Chief Technology Officer of Rest) (the ‘Rest Defendants'), whom Summer had paid approximately $500,000 to work on Summer's new products under strict confidentiality agreements—to intentionally steal Summer's confidential and proprietary information, intellectual property, trade secrets, and business, branding and marketing strategies and exploit it for their own use to form a new startup company (the ‘New Startup') to directly compete with Summer in the highly competitive juvenile products industry.' The claims alleged against Ms. Bramson include violation of the Uniform Trade Secrets Act under Rhode Island law (Count I, paragraphs 121-127 of the Complaint), misappropriation of confidential information (Count II, paragraphs 128-132 of the Complaint), and breach of fiduciary duty (Count III, paragraphs 133-136 of the Complaint).

In light of the allegations against Ms. Bramson as set forth in the Complaint, on June 10, 2015, the Company's Board of Directors (other than Ms. Bramson), unanimously requested her resignation. Ms. Bramson failed to do so, and on June 30, 2015, through Ms. Bramson's counsel, the Board informed Ms. Bramson that, if she failed to resign by close of business on July 1, 2015, the Company would seek to have its stockholders remove her from the Board for cause. On July 1, 2015, the Company received a letter from Ms. Bramson, through her counsel, pursuant to which she resigned as a member of the Board, effective immediately.

The company accepted Ms. Bramson's resignation upon receipt of the Resignation Letter.