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Subsequent Events
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 9. Subsequent Events

 

Management has reviewed material events subsequent of the period ended March 31, 2020 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”.

 

On May 22, 2020 the Company granted stock options to certain of its officers, directors and consultants (the “May 2020 Option Grant”) to purchase up to an aggregate of 1,550,000 shares of the Company’s common stock (the “May 2020 Option Grant”). The May 2020 Option Grant (i) is exercisable at a price of $1.40 per share, (ii) vested as to 1,275,000 shares on the date of grant and will vest as to the remaining 1,275,000 shares on the first anniversary of the date of grant.

 

On June 1, 2020, pursuant to the terms of the Employment Agreement between the Company and Dr. Robin Robinson (discussed below) the Company granted a stock option to Dr. Robin Robinson, its Vice-President, Chief Scientific Officer, to purchase up to an aggregate of 200,000 shares of the Company’s common stock (the “June 2020 Option Grant”). The June 2020 Option Grant (i) is exercisable at a price of $1.40 per share, (ii) vested as to 100,000 shares on the date of grant and will vest as to the remaining 100,000 shares on the first anniversary of the date of grant.

  

Each of the May 2020 Option Grant and the June 2020 Option Grant provides that the exercise price shall be paid: (i) in cash or by certified check or bank draft payable to the order of the Company; (ii) by delivering, along with a properly executed exercise notice to the Company, a copy of irrevocable instructions to a broker to deliver promptly to the Company the aggregate exercise price and, if requested by the Optionee, the amount of any applicable federal, state, local or foreign withholding taxes required to be withheld by the Company, provided, however, that such exercise may be implemented solely under a program or arrangement established and approved by the Company with a brokerage firm selected by the Company; (iii) at any time prior to the Company’s listing of any of its securities for trading on a national stock exchange, pursuant to “a net issue” or “cashless” exercise basis; or, (iv) by any other procedure approved by the Board or its Compensation Committee, if any, or by a combination of the foregoing.

 

On May 26, 2020, the Company and Dr. Robin Robinson executed an Employment Agreement (the “Employment Agreement”) having an effective date of June 1, 2020 (the “Effective Date”) pursuant to which Dr. Robinson Dr. Robin A. Robinson now serves as the Company’s Chief Scientific Officer.

 

In addition to a base salary of $220,000 Dr. Robinson will be eligible to earn an annual bonus equal to up to 30% of his base salary then in effect based upon the Company’s assessment of Dr. Robinson’s achievement of personal performance goals. Pursuant to the terms of the Employment Agreement Dr. Robinson received the June 2020 Stock Option discussed above.

 

The Employment Agreement has a 2 year term; however, it may be terminated by either party at any time; If terminated by the Company without cause, as defined in the Employment Agreement, in addition to certain specified benefits, Dr. Robinson is entitled to a severance payment equal to six months of his base salary then in effect.

 

In connection with the Employment Agreement the Company and Dr. Robinson also entered into a Confidential Information and Invention Assignment Agreement in the form attached to the Employment Agreement, effective as of the Effective Date.

 

On June 15, 2020, the Company and Robert Cook executed an Employment Agreement (the “Employment Agreement”) having an effective date of June 22, 2020 (the “Effective Date”) pursuant to which Mr. Cook will serve as the Company’s Chief Financial Officer.

 

In addition to a base salary of $130,000 Mr. Cook will be eligible to earn an annual discretionary bonus equal to up to 30% of his base annual salary then in effect. The Company has also agreed to grant Mr. Cook an option to purchase up to 100,000 shares of the Company’s common stock. The option will vest as to 50,000 shares on the date of grant and as to the remaining 50,000 shares on the day prior to the 1st anniversary date of the grant date.

 

Mr. Cook’s employment by the Company is an “at will employment;” the Employment Agreement may be terminated by either party at any time, with or without cause. If terminated by the Company without cause, as defined in the Employment Agreement, in addition to certain specified benefits, Mr. Cook is entitled to a severance payment equal to up to three months of his base annual salary then in effect. Pursuant to the terms of the Employment Agreement, Mr. Cook will spend up to 50% of his time on the Company’s affairs.

 

In connection with the Employment Agreement, the Company and Mr. Cook also entered into a Confidential Information and Invention Assignment Agreement in the form attached to the Employment Agreement, effective as of the Effective Date.