Subsequent Events	9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9. Subsequent Events On November 15, 2023, the Company accepted the resignation of Anthony P. Mack as Chief Executive Officer (“CEO”) and Chair of the Board of Directors (the “Board”) of the Company effective November 17, 2023. The resignation was not related to any disagreement with the Company on any matter relating to its operations, policies or practices. The Company is in negotiations with Mr. Mack and it anticipates that it will pay Mr. Mack a severance equivalent to his annual base salary of $494,000 ratably over twelve months starting on his effective resignation date, reimbursement of COBRA payments and a prorated bonus of 50% of his annual base salary in March 2024, subject to Mr. Mack’s execution of a release and the parties’ agreement and execution of a definitive agreement. On November 15, 2023, the Company’s Board appointed Gerald Bruce as CEO and Dr. Eric Floyd as Chair of the Board, effective as of November 20, 2023. Dr. Floyd also serves as Chair of the Compensation Committee. On December 6, 2023, the Company and Mr. Bruce entered into an employment agreement that provides for Mr. Bruce to serve as the Company’s Chief Executive Officer reporting to the Company’s Board and provides for an annual base salary of $500,000, subject to annual increases at the discretion of the Board. Under the employment agreement, Mr. Bruce will be eligible for an annual bonus in an amount up to 50% of his base salary, prorated for 2023, which will be awarded by the Board in its sole discretion based on the achievement of the Company and personal performance metrics established by the Board on an annual basis. Mr. Bruce may also receive, in the discretion of the Board, equity awards under the Company’s 2022 Plan, or any other equity incentive plan that the Company may adopt in the future. Mr. Bruce will also be entitled to receive other customary benefits described in the Bruce Employment Agreement. The Company has not yet determined if any additional compensation will be paid to Dr. Floyd for serving as Chair of the Board. On November 16, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the continued listing requirements of Nasdaq Listing Rule 5250(c)(1) because its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 had not yet been filed with the Securities and Exchange Commission (“SEC”). Nasdaq Listing Rule 5250(c)(1) requires the Company to timely file all required periodic financial reports with the SEC. Under the Nasdaq rules, the Company now has 60 calendar days (until January 16, 2024) to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the Quarterly Report’s original due date, which 180-day period would end on May 13, 2024, to regain compliance. The Company believes that the filing of this Quarterly Report resolves this matter with respect to the late filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and the filing of a plan with respect to the late filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 will not be required. The Company has evaluated subsequent events from the balance sheet date through December 7, 2023.

Subsequent Events

9 Months Ended

Sep. 30, 2023

Note 9. Subsequent Events

On November 15, 2023, the Company accepted the resignation of Anthony P. Mack as Chief Executive Officer (“CEO”) and Chair of the Board of Directors (the “Board”) of the Company effective November 17, 2023. The resignation was not related to any disagreement with the Company on any matter relating to its operations, policies or practices. The Company is in negotiations with Mr. Mack and it anticipates that it will pay Mr. Mack a severance equivalent to his annual base salary of $494,000 ratably over twelve months starting on his effective resignation date, reimbursement of COBRA payments and a prorated bonus of 50% of his annual base salary in March 2024, subject to Mr. Mack’s execution of a release and the parties’ agreement and execution of a definitive agreement.

On November 15, 2023, the Company’s Board appointed Gerald Bruce as CEO and Dr. Eric Floyd as Chair of the Board, effective as of November 20, 2023. Dr. Floyd also serves as Chair of the Compensation Committee.

On December 6, 2023, the Company and Mr. Bruce entered into an employment agreement that provides for Mr. Bruce to serve as the Company’s Chief Executive Officer reporting to the Company’s Board and provides for an annual base salary of $500,000, subject to annual increases at the discretion of the Board. Under the employment agreement, Mr. Bruce will be eligible for an annual bonus in an amount up to 50% of his base salary, prorated for 2023, which will be awarded by the Board in its sole discretion based on the achievement of the Company and personal performance metrics established by the Board on an annual basis. Mr. Bruce may also receive, in the discretion of the Board, equity awards under the Company’s 2022 Plan, or any other equity incentive plan that the Company may adopt in the future. Mr. Bruce will also be entitled to receive other customary benefits described in the Bruce Employment Agreement. The Company has not yet determined if any additional compensation will be paid to Dr. Floyd for serving as Chair of the Board.

On November 16, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the continued listing requirements of Nasdaq Listing Rule 5250(c)(1) because its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 had not yet been filed with the Securities and Exchange Commission (“SEC”). Nasdaq Listing Rule 5250(c)(1) requires the Company to timely file all required periodic financial reports with the SEC. Under the Nasdaq rules, the Company now has 60 calendar days (until January 16, 2024) to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the Quarterly Report’s original due date, which 180-day period would end on May 13, 2024, to regain compliance. The Company believes that the filing of this Quarterly Report resolves this matter with respect to the late filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and the filing of a plan with respect to the late filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 will not be required.

The Company has evaluated subsequent events from the balance sheet date through December 7, 2023.