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Subsequent Events
9 Months Ended
Sep. 30, 2025
Subsequent Events  
Subsequent Events

Note 11 - Subsequent Events

 

ATM Sales

 

Subsequent to September 30, 2025, through the date of this filing, we have sold 14,987,668 shares of common stock through the ATM (see Note 7) and received cash proceeds of $6,991,004, net of $216,217 of sales agent fees.

 

Separation of Executives

On October 8, 2025, Christian Gannon, our President and CEO along with our General Counsel, Peter Mandel, stepped down from their positions with the Company. The separation agreement between the Company and Mr. Gannon has not yet been finalized.

 

On October 20, 2025, the Company and Mr. Mandel entered into a Separation and Release of Claims Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Mandel will receive certain severance benefits in connection with his stepping down from the General Counsel role and will have a new consulting arrangement with the Company to continue providing strategic consulting services and transition support to the Company for a specified period, and in consideration of such benefits, Mr. Mandel agrees to release all claims against the Company and certain parties affiliated with the Company arising out of or related to Mr. Mandel’s employment with the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter at any time up to and including October 20, 2025. Mr. Mandel had a period of seven (7) days to revoke the Separation Agreement; the Separation Agreement became effective on October 28, 2025 (the “Release Effective Date”). Mr. Mandel did not revoke the Separation Agreement.

 

Simultaneously with the announcement of Mr. Gannon’s departure, our Board of Directors appointed Stephen J. Jones, a current director of the Company, as the Company’s Interim President and Chief Executive Officer (“Interim President and CEO”).

 

In connection with Mr. Jones’s appointment, the Company and Mr. Jones have entered into an employment agreement, dated October 7, 2025 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Jones will receive a base salary of $1.00 for his term and 4,500,000 stock options with an exercise price of $0.37, exercisable for ten years, unless earlier terminated in accordance with the non-qualified stock option agreement between the Company and Mr. Jones. The stock options vest as follows: 25% vest and become exercisable on October 7, 2025 (the “Vesting Commencement Date”), 25% will vest and become exercisable 90 days after the Vesting Commencement Date, 25% will vest and become exercisable 180 days after the Vesting Commencement Date and the remaining 25% will vest and become exercisable 270 days after the Vesting Commencement Date, subject to the Mr. Jones’s continuing service through each vesting date. Notwithstanding the foregoing, the stock options will vest and become exercisable immediately in the event of (i) a change of control of the Company, (ii) the hiring of a full-time Chief Executive Officer for the Company, or (iii) the termination of Mr. Jones other than for cause.

 

Stock Option Grants to Executives

 

On October 9, 2025, the Company granted an aggregate of 2,500,000 stock options with an exercise price of $0.60 to certain executive officers and key employees with the following vesting terms: 50% one year from the grant date and the remaining 50% 2 years from the grant date, subject, in each case, to the grantee’s continuous service with the Company. Immediate vesting will occur in the event of separation of the grantee from the Company unless separation is for cause or by the grantee.