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Subsequent Events
12 Months Ended
Dec. 31, 2022
Subsequent Events  
Subsequent Events

Note 7. Subsequent Events

 

On January 16, 2023, the Board appointed Marcel B. Rüegg to the Board to fill the vacancy created by Mr. Stern’s resignation. Mr. Rüegg was also appointed to the Audit Committee. The Company entered into an independent director agreement with Mr. Rüegg (the “Director Agreement”) setting forth the terms of his compensation. Pursuant to the Director Agreement, Mr. Rüegg is entitled to a fee of CHF 5,000 per quarter, which is payable quarterly, and CHF 350 per hour for each additional hour worked outside of meetings of the Board or attending more than one meeting of the Board per quarter, which is payable quarterly. The Company also agreed to reimburse Mr. Rüegg for pre-approved reasonable business expenses incurred in good faith in connection with the performance of his duties for the Company. The Company also agreed to indemnify, defend and hold harmless Mr. Rüegg, to the fullest extent permitted by law, and as provided by, or granted pursuant to, any charter provision, bylaw provision, agreement, vote of stockholders or disinterested directors or otherwise, subject to certain exceptions based on good faith and reasonableness.

 

On February 8, 2023, the Company announced that it has been conducting a process to explore strategic alternatives to enhance shareholder value. The Board authorized management and its external advisors to initiate such a process, and it has been considering a broad range of strategic alternatives including a potential sale of part or all of the Company. In connection therewith, the Company, through its external advisors, has requested bids (the “Bid Process”) for any combination of assets (including but not limited to as a going concern), by February 24, 2023 at 5:00 pm ET (the “Bid Deadline”). To the extent the Company determines there are viable bids by or prior to the Bid Deadline, the Company anticipates pursuing those in due course. To the extent the Company determines there are no viable bids provided by or prior the Bid Deadline, the Company may consider other alternatives, including the wind up of its operations shortly after the Bid Deadline. There can be no assurance that the Bid Process will result in a sale of part or all of the Company or other change or outcome. The Company has retained Rock Creek Advisors as financial advisor and McDermott, Will & Emery LLP as legal counsel in connection with the Bid Process.

 

On February 23, 2023 the Company decided to extend the Bid Process that was previously announced on February 8, 2023 for an indeterminate period of time. There can be no assurance that the Bid Process will result in a sale of part or all of the Company or other change or outcome. The Company is still discussing with counterparties potential bids for any combination of its assets (including but not limited to as a going concern). There can be no assurance that the Bid Process will result in a sale of part or all of the Company or other change or outcome.

 

On February 8, 2023 and subsequently on February 23, 2023, we announced that we have initiated a process to explore a range of strategic alternatives to maximize shareholder value and engaged professional advisors, including an investment bank, to support this process. Strategic alternatives include the sale of all or part of th e Company, through a merger or reverse merger. While we pursue strategic alternatives, due to our lack of liquidity, we put into place cost reductions for 2023, including the termination of employment agreements of all employees, accept Ronald Kempers. Additionally, we are exploring a possible wind up of the Company to the extent that none of the strategic alternatives are viable. As of the date of this filing, there is no certainty or conclusion on the future of the Company.

 

On February 28, 2023, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €500 with a 2.5% interest per annum. The promissory Notes of €400 and €100, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) June 30, 2023, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes.