Subsequent Events	9 Months Ended
Sep. 30, 2024
Subsequent Events
Subsequent Events	Note 9 – Subsequent Events Settlement of RSUs On October 4, 2024, 337,666 RSUs previously granted to various employees vested and resulted in the issuance of 272,242 shares of common stock. 65,424 shares of common stock were withheld for taxes and returned to the 2015 Plan. RSUs Granted Effective October 1, 2024, the Company granted RSUs of 33,503 shares of common stock under the Company’s 2015 Plan to an employee of the Company in exchange their valid election to reduce their cash compensation for a period of three months for services provided to the Company. These RSUs will vest on July 1, 2025, subject to continued service by the employee. Effective November 6, 2024, the Company granted aggregate RSUs of 400,000 shares of common stock under the Company’s 2015 Plan to a director of the Company and/or its subsidiaries in exchange for services provided to the Company and/or its subsidiaries. These RSUs vest over three years, with one-third vesting on each of November 6, 2025, November 6, 2026 and November 6, 2027, subject to continued service, and will result in total compensation expense of $240,800. Effective November 6, 2024, the Company granted aggregate RSUs of 1,000,000 shares of common stock under the Company’s 2024 Plan to a director in exchange for services provided to the Company. These RSUs vest in two equal installments following the achievement of a closing stock price target above $2.50 per share and above $5.00 per share, respectively, of the Company’s common stock for a minimum of thirty consecutive trading days prior to November 6, 2027 (but no earlier than November 2025), and also subject to time-based vesting in a single installment six months after the timely achievement of each stock price target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. Cancellation of Stock Options On November 4 2024, 25,000 vested stock options previously granted to an employee were cancelled and returned as authorized shares under the 2015 Plan on the expiration of the exercise period following the resignation of such employee. Long-Term Debt On October 29, 2024, the Company entered into a 4-year loan agreement with Namur Invest Preface for an amount of €577,975 with fixed interest rate of 7.00%, maturing September 2028. Appointment of Director and Non-Executive Chairman On November 6, 2024 the Board, pursuant to the Company’s bylaws, passed a resolution to increase the size of the Board to eight (8) members and appointed Mr. Timothy I. Still to fill the new vacancy on the Board and fill the role of Non-Executive Chairman effective as of November 6, 2024. Mr. Still will have an initial term expiring at the Company’s 2025 annual meeting of stockholders, subject to his future nomination by the Nominations and Governance Committee and election by the Company’s stockholders. In connection with his appointment, Mr. Still and the Company entered into an Independent Director Agreement, pursuant to which Mr. Still will continue to serve as a member of the Board subject to any necessary approval by the Company’s stockholders as required by applicable law and the Company’s governing documents. In exchange for his services, pursuant to the terms of the Independent Director Agreement Mr. Still shall receive (i) $30,000 per calendar quarter commencing November 6, 2024; (ii) $1,000 per day for any services performed as a member of a committee of the Company, if any, (iii) a grant of RSUs under the Company’s 2015 Stock Incentive Plan to receive an aggregate of four hundred thousand (400,000) shares of the Company’s common stock underlying the RSUs (as described above under the heading “RSUs Granted”). and (iv) a grant of RSUs under the Company’s 2024 Stock Incentive Plan to receive an aggregate of one million (1,000,000) shares of the Company’s common stock underlying the RSUs, (as described above under the heading “RSUs Granted”). The Independent Director Agreement provides that in the event that the Company undergoes a Change of Control (as defined below), the vesting of the RSUs in (iv) above shall be accelerated to fully-vest the rights to such RSUs provided that the purchase price per share of the Company’s common stock in such transaction exceeds $2.50 per share. “Change of Control” shall mean the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. The Independent Director Agreement also provides that Mr. Still shall be awarded RSUs to receive three hundred thousand (300,000) shares of the Company’s common stock on an annual basis, the vesting of which will be subject to the timely achievement by the Company, or one of its affiliates, of certain corporate goals as determined by the Board or a designated committee in its absolute discretion and upon the terms and conditions set forth in the award agreement and, if applicable, the governing plan. The grant of these annual RSU awards shall be subject to availability of shares under the governing plan and be made concurrently with the grant of RSUs, on equivalent terms, to the other members of the Board.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Note 9 – Subsequent Events

Settlement of RSUs

On October 4, 2024, 337,666 RSUs previously granted to various employees vested and resulted in the issuance of 272,242 shares of common stock. 65,424 shares of common stock were withheld for taxes and returned to the 2015 Plan.

RSUs Granted

Effective October 1, 2024, the Company granted RSUs of 33,503 shares of common stock under the Company’s 2015 Plan to an employee of the Company in exchange their valid election to reduce their cash compensation for a period of three months for services provided to the Company. These RSUs will vest on July 1, 2025, subject to continued service by the employee.

Effective November 6, 2024, the Company granted aggregate RSUs of 400,000 shares of common stock under the Company’s 2015 Plan to a director of the Company and/or its subsidiaries in exchange for services provided to the Company and/or its subsidiaries. These RSUs vest over three years, with one-third vesting on each of November 6, 2025, November 6, 2026 and November 6, 2027, subject to continued service, and will result in total compensation expense of $240,800.

Effective November 6, 2024, the Company granted aggregate RSUs of 1,000,000 shares of common stock under the Company’s 2024 Plan to a director in exchange for services provided to the Company. These RSUs vest in two equal installments following the achievement of a closing stock price target above $2.50 per share and above $5.00 per share, respectively, of the Company’s common stock for a minimum of thirty consecutive trading days prior to November 6, 2027 (but no earlier than November 2025), and also subject to time-based vesting in a single installment six months after the timely achievement of each stock price target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met.

Cancellation of Stock Options

On November 4 2024, 25,000 vested stock options previously granted to an employee were cancelled and returned as authorized shares under the 2015 Plan on the expiration of the exercise period following the resignation of such employee.

Long-Term Debt

On October 29, 2024, the Company entered into a 4-year loan agreement with Namur Invest Preface for an amount of €577,975 with fixed interest rate of 7.00%, maturing September 2028.

Appointment of Director and Non-Executive Chairman

On November 6, 2024 the Board, pursuant to the Company’s bylaws, passed a resolution to increase the size of the Board to eight (8) members and appointed Mr. Timothy I. Still to fill the new vacancy on the Board and fill the role of Non-Executive Chairman effective as of November 6, 2024. Mr. Still will have an initial term expiring at the Company’s 2025 annual meeting of stockholders, subject to his future nomination by the Nominations and Governance Committee and election by the Company’s stockholders. In connection with his appointment, Mr. Still and the Company entered into an Independent Director Agreement, pursuant to which Mr. Still will continue to serve as a member of the Board subject to any necessary approval by the Company’s stockholders as required by applicable law and the Company’s governing documents. In exchange for his services, pursuant to the terms of the Independent Director Agreement Mr. Still shall receive (i) $30,000 per calendar quarter commencing November 6, 2024; (ii) $1,000 per day for any services performed as a member of a committee of the Company, if any, (iii) a grant of RSUs under the Company’s 2015 Stock Incentive Plan to receive an aggregate of four hundred thousand (400,000) shares of the Company’s common stock underlying the RSUs (as described above under the heading “RSUs Granted”). and (iv) a grant of RSUs under the Company’s 2024 Stock Incentive Plan to receive an aggregate of one million (1,000,000) shares of the Company’s common stock underlying the RSUs, (as described above under the heading “RSUs Granted”). The Independent Director Agreement provides that in the event that the Company undergoes a Change of Control (as defined below), the vesting of the RSUs in (iv) above shall be accelerated to fully-vest the rights to such RSUs provided that the purchase price per share of the Company’s common stock in such transaction exceeds $2.50 per share. “Change of Control” shall mean the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. The Independent Director Agreement also provides that Mr. Still shall be awarded RSUs to receive three hundred thousand (300,000) shares of the Company’s common stock on an annual basis, the vesting of which will be subject to the timely achievement by the Company, or one of its affiliates, of certain corporate goals as determined by the Board or a designated committee in its absolute discretion and upon the terms and conditions set forth in the award agreement and, if applicable, the governing plan. The grant of these annual RSU awards shall be subject to availability of shares under the governing plan and be made concurrently with the grant of RSUs, on equivalent terms, to the other members of the Board.