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Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 11 – Subsequent Events

 

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the unaudited condensed consolidated financial statements are issued.

 

Other than as disclosed in this Note 11 and as may be disclosed elsewhere in the notes to the accompanying unaudited condensed consolidated financial statements, there have been no subsequent events that require adjustment or disclosure in the accompanying unaudited condensed consolidated financial statements.

 

On July 31, 2024, David E. Lazar, the Company’s former Chief Executive Officer and Chairman of the Board of Directors (the “Board”), consummated a transaction pursuant to which he sold 550,000 shares of Series E Convertible Preferred Stock (the “Series E Stock”) of the Company together with his rights to purchase the additional 2,450,000 shares of Series E Stock under that certain Securities Purchase Agreement, dated March 25, 2024 (the “March 2024 Purchase Agreement”), entered into between Mr. Lazar and the Company, to AEI Capital Ltd. (the “Purchaser”) for $2,550,000 (the “Transaction”). In connection with the consummation of the Transaction, Mr. Lazar resigned as Chief Executive Officer, Chairman and Director of the Company effective August 2, 2024, and the Board appointed John Tan Honjian, a designee of the Purchaser, as Chief Executive Officer, Chairman and Director of the Company. Mr. Lazar also agreed to continue his services to the Company in the role of President for a period of at least sixty days following the consummation of the Transaction. In lieu of amounts owed by the Company to Mr. Lazar upon his resignation pursuant to his employment agreement, dated April 11, 2024, with the Company, and his director agreement, dated March 25, 2024 (the “CEO Agreements”), Mr. Lazar accepted shares of common stock, par value $0.01, of the Company (the “Common Stock”). In connection with the Transaction, on July 29, 2024, each of Avraham Ben-Tzvi, Matthew C. McMurdo and David Natan delivered notice of their resignation as a member of the Board and all committees thereof effective and contingent the successful consummation of the Transaction, the receipt by such directors of all amounts owed by the Company to such directors pursuant to each of their director agreements, dated March 25, 2024, entered into by each such director with the Company and the satisfaction of certain other conditions. Such resignations from the Board became effective on August 2, 2024 and were not a result of a disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices or any other matter. As of August 15, 2024, the Purchaser funded the remaining $2.45 million in exchange for the remaining 2,450,000 shares of Series E Stock under the March 2024 Purchase Agreement. As a result of the Transaction, along with the additional fundings of $2.45 million, AEI Capital Ltd. received an aggregate amount of 3,000,000 shares of Series E Stock, of which 2,736,039 shares of Series E Stock have been converted into 6,566,494 shares of the Company’s common stock as of August 16, 2024. The Purchaser currently holds approximately 79.6% of the outstanding voting securities of the Company on an as-converted to Common Stock basis. The Company was subsequently informed that the Purchaser entered into an agreement to sell 263,961 shares of Series E Stock, or approximately 7.0% of the outstanding voting securities of the Company on an as-converted to Common Stock basis. Such sale of the 263,961 shares of Series E Stock is expected to close during August 2024. Once the sale is consummated, the Purchaser will hold approximately 72.6% of the outstanding voting securities of the Company on an as-converted to Common Stock basis. As of the filing of this Quarterly Report on Form 10-Q for the three months ended June 30, 2024, the Company has cash and cash equivalents of approximately $2.16 million. The Company intends to use the majority of the proceeds to settle the outstanding liabilities amongst the EIB and Curetis’ trustee in insolvency. By settling with these parties, the Guarantee and Indemnity Agreement, dated as of July 9, 2020, by and between the EIB and the Company, will be terminated, and following such termination, the Company anticipates recording a gain on extinguishment of debt in excess of $8 million.

 

On August 14, 2024, management of the Company, in consultation with the Company’s Board of Directors and the Company’s independent registered public accounting firm, concluded that the Company’s previously issued unaudited condensed consolidated financial statements contained within its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Q1 2024 Financial Statements”) should no longer be relied upon due to an error in the financial statements that necessitated a restatement of such prior period financial statements. The error related to the accounting treatment of an indemnification asset arising from the Company’s Rockville, Maryland office lease in the Q1 2024 Financial Statements. During the three months ended March 31, 2024, the Company identified a subtenant for the office lease, and as a result, in the Q1 2024 Financial Statements, the Company recorded an indemnification asset and associated gain on lease indemnification to reflect the new subtenant’s agreement to indemnify the Company from any claims, obligations, or liabilities that may arise during their tenancy beginning on April 1, 2024. The Company subsequently determined that this accounting was incorrect and that it should continue to account for the headlease as a continuing operating lease and the lease assignment as a sublease. Based on the foregoing, the Company corrected such error by restating the Q1 2024 Financial Statements in an amended Quarterly Report on Form 10-Q for the affected period.