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Subsequent Events

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

NOTE 11—SUBSEQUENT EVENTS

New CEO Consulting Agreement

On April 9, 2018, the Company entered into a new consulting agreement (the “New Consulting Agreement”) with Jan H. Loeb extending the arrangements for compensation of Mr. Loeb for his services as President and CEO of the Company. The New Consulting Agreement expires on December 31, 2019. Pursuant to the New Consulting Agreement, Mr. Loeb will receive cash compensation of $12 per month commencing May 1, 2018. Mr. Loeb also received a bonus of $100 payable as of May 1, 2018, in recognition of his performance in the sale of the Company’s remaining shares of DSIT Solutions Ltd. He will be eligible for two additional bonuses during the term of the New Consulting Agreement: $150 upon consummation of a corporate acquisition transaction approved by the Company’s Board, and $150 upon consummation of a corporate financing/funding transaction approved by the Company’s Board. Mr. Loeb also received a grant on May 1, 2018 of options to purchase 35,000 shares of the Company’s common stock, which shall be exercisable at an exercise price of $0.35 per share, which was the closing price of the Company’s common stock on April 30, 2018. Fifty percent (50%) of the options vested immediately; the remaining options shall vest in two equal increments on July 1, 2018 and October 1, 2018. The exercise period and other terms are substantially the same as the terms of the options granted by the Company to its outside directors.

Executive Chairman of the Board

On April 9, 2018, Christopher E. Clouser, a member of the Company’s Board of Directors, was appointed to the newly-created position of Executive Chairman of the Board, and Edgar S. Woolard, Jr., another member of our Board of Directors, was appointed to the newly-created position of Vice Chairman of the Board.

For the performance of his additional duties as Executive Chairman, Mr. Clouser’s compensation will be increased by $36 per year (to an annual rate of $71). Mr. Clouser was also awarded a bonus, payable as of May 1, 2018, of $50 in recognition of his performance in the sale of the Company’s shares of DSIT Solutions Ltd.

Loans to OmniMetrix Holdings

On May 14, 2018, Holdings and the Director entered into an agreement whereby effective May 1, 2018, the dividend on the Preferred Stock was reduced to 8%. In addition, all the amounts due to the Director (accrued dividends, loan and accrued interest) and all future dividends that shall accrue on the Preferred Stock through June 30, 2020 will be paid by Holdings to the Director as follows:

In the year ending March 31, 2019			$	140
In the year ending March 31, 2020			$	280
In the year ending March 31, 2021			$	83

The payments in the agreement will be made only to the extent permitted under OmniMetrix’s credit facility. Dividends shall be paid only to the extent provided under Holdings’ Amended and Restated Certificate of Incorporation and permitted under Delaware law.