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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

 

Simon R. Kay Services Agreement

 

On January 20, 2022, the Company entered into a Transition Services Agreement with Simon R. Kay, the Acting Interim Chief Executive Officer and Chief Financial Officer of the Company. Mr. Kay had been serving as the Company’s Acting Interim Chief Executive Officer, President and Chief Financial Officer in a consultant capacity since January 13, 2020 pursuant to a Consulting Agreement between the Company and Mr. Kay. Mr. Kay and the Company have agreed to terminate the Consulting Agreement as of the effective date of the TSA, except for those provisions of the Consulting Agreement which survive termination or are incorporated into the TSA.

 

On March 25, 2022, the Board appointed Mr. Kay as the Company’s Chief Executive Officer and President. Additionally, until the Company hires a full time Chief Financial Officer, Kay will serve as Acting Interim Chief Financial Officer of the Company. The terms of Kay’s employment with the Company and his job description are provided for in an Employment Agreement, dated March 25, 2022 between the Company and Kay.

 

Private Placement Offering

 

On January 28, 2022 and February 3, 2022, the Company conducted the initial closings of a private placement offering consisting of up to $5,000,000 of units at a price of $0.33 per Unit. Each Unit consists of: (i) one share of the Company’s common stock, par value $0.001 per share, (ii) a five-year, immediately exercisable warrant (“Warrant A”) to purchase one share of Common Stock at an exercise price of $0.33 per share and (iii) an additional five-year, immediately exercisable warrant to purchase one share of Common Stock at $0.33 per share. The Company will report the results of the private placement offering with a Form 8-K filing when the transactions have closed.

 

 

David L. Anderson Resignation

 

On February 20, 2022, David L. Anderson (“Anderson”), the Executive Vice President and Chief Operating Officer of the Company, provided written notice to the Board of Directors of the Company of his resignation from the Company. Anderson’s notice contained a purported claim for a separation payment from the Company on account of “Good Reason” under Section 8(a) of Anderson’s employment agreement with the Company, dated February 1, 2019 (as amended, the “Employment Agreement”).

 

On February 24, 2022, the Company provided written notice to Anderson that his resignation of employment with the Company was accepted, effective immediately. As such, Anderson is no longer affiliated with the Company as of February 24, 2022. In its notice to Anderson, the Company denied any assertions by Anderson of “Good Reason” to resign his employment and any claim for alleged payments due to Anderson under the Employment Agreement.

 

Common Stock Issued

  

On March 14, 2022, the Company issued 500,000 shares of Common Stock pursuant to an exercises of options at a price of $0.25 per share for cash proceeds of $125,000 by Ronald J. LoRicco, Sr., a Director.

 

On March 24, 2022, the Company issued to a service provider 300,000 shares of Common Stock with a contract price of $0.33 per share. These shares had a grant date fair value for accounting purposes of $0.1025 per share.