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Commitments and Contingencies | 9 Months Ended
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Sep. 30, 2024
Commitments and Contingencies [Abstract] |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Operating Lease Agreement See Note 3 for disclosure on the Company’s operating lease for its offices. Employment Agreement On August 27, 2021 (the “Effective Date”), the Company entered into an agreement (the “Employment Agreement”) with Darin Myman effective as of August 15, 2021 pursuant to which Mr. Myman’s (i) base salary will increase to $450,000 per year, and (ii) Mr. Myman may be entitled to receive an annual bonus in an amount up to $350,000, which annual bonus may be increased by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), in its sole discretion, upon the achievement of additional criteria established by the Compensation Committee from time to time (the “Annual Bonus”). The Employment Agreement provides for a term of one (1) year (the “Initial Term”) from the date of the Effective Date and shall automatically be extended for additional terms of one (1) year each (each a “Renewal Term”) unless either party gives prior written notice of non-renewal to the other party no later than six (6) months prior to the expiration of the Initial Term, or the then current Renewal Term, as the case may be. In addition, pursuant to the Employment Agreement, upon termination of Mr. Myman’s employment for death or Total Disability (as defined in the Employment Agreement), in addition to any accrued but unpaid compensation and vacation pay through the date of his termination and any other benefits accrued to him under any Benefit Plans (as defined in the Employment Agreement) outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such termination date (collectively, the “Payments”), Mr. Myman shall be entitled to the following severance benefits: (i) 24 months of his then base salary; (ii) if Mr. Myman elects continuation coverage for group health coverage pursuant to COBRA Rights (as defined in the Employment Agreement), then for a period of 24 months following Mr. Myman’s termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year; and (iii) payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which Mr. Myman was a participant as of the date of his termination (together with the Payments, the “Severance”). Furthermore, pursuant to the Employment Agreement, upon Mr. Myman’s termination (i) at his option (A) upon 90 days prior written notice to the Company or (B) for Good Reason (as defined in the Employment Agreement), (ii) termination by the Company without Cause (as defined in the Employment Agreement) or (iii) termination of Mr. Myman’s employment within 40 days of the consummation of a Change in Control Transaction (as defined in the Employment Agreement), Mr. Myman shall receive the Severance; provided, however, Mr. Myman shall be entitled to a pro-rated Annual Bonus of at least $200,000. In addition, any equity grants issued to Mr. Myman shall immediately vest upon termination of Mr. Myman’s employment by him for Good Reason or by the Company at its option upon 90 days prior written notice to Mr. Myman, without Cause. During the nine months ended September 30, 2024 and 2023, the compensation committee of the board of directors of the Company approved and the Company recorded a bonus to the Company’s chief executive officer in the amount of $300,000 and $300,000, respectively. Underwriting Engagement Letter On February 23, 2024, Dragon entered into an engagement letter agreement (the Agreement”) with EF Hutton LLC (“EF Hutton”), whereby EF Hutton will act as the lead underwriter, deal manager and investment banker for a proposed initial public offering (the “Offering”) for a period of (i) 12 months from the date of this Agreement, or (ii) the final closing, if any, of the Offering (the “Engagement Period”); provided, however, that (a) the Company may terminate this Agreement on or after the 180th day following the date of the Agreement upon fifteen days prior written notice to EF Hutton, and (b) EF Hutton may terminate the Agreement on or after the 120th day following the date of the Agreement upon thirty days prior written notice to the Company. During the Engagement Period, the Company also engaged EF Hutton as its placement agent in a bridge financing with an offering size/transactional size of up to approximately $5.0 million; EF Hutton shall receive a placement fee of 10.0% of the aggregate gross proceeds of the bridge financing. The placement fee shall be provided to EF Hutton at the closing of the bridge financing. In connection with the Offering, an underwriting discount of 8.0% (the “Underwriting Discount”) of the total gross proceeds of the Offering shall be provided to EF Hutton at the closing of the Offering, and each closing of the Over-Allotment Option (if any). As additional compensation for EF Hutton’s services, the Company shall issue to EF Hutton or its designees at the closing of the Offering (the “Closing”), and each closing of the Over-Allotment Option (if any), warrants (the “Underwriter’s Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock sold in the Offering. The Underwriter’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing six (6) months from the effective date of the Offering, at a price per share equal to 100.0% of the public offering price per security. Additionally, the Company will provide an expense advance (the “Advance”) to EF Hutton of $50,000, of which $25,000 was paid upon the execution of the Agreement and included in prepaid expenses on the accompanying unaudited consolidated balance sheet as of September 30, 2024, and an additional $25,000 is due upon the initial filing of a registration statement, which has not occurred as of the date of this report. As of the date of this report, the Agreement has been terminated.

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