Annual report pursuant to Section 13 and 15(d)

RELATED PARTY TRANSACTIONS

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RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]

NOTE 3 – RELATED PARTY TRANSACTIONS


The Company’s President and shareholders have advanced funds to the Company for working capital purposes since the Company’s inception in February 2009.  No formal repayment terms or arrangements exist, and the Company is not accruing interest on these advances. The net amount of outstanding advances at December 31, 2019 and 2018 was $-0-.


Accrued expenses related primarily to travel reimbursements due related parties as of December 31, 2019 and 2018 was $12,051 and $32,366, respectively.


On November 1, 2017, in connection with Mr. Filler joining the Company’s Board of Directors,  the Company entered into a Master Services Agreement (the “Agreement”) with 3LP Advisors LLC (d/b/a Sherpa Technology Group) (“Sherpa”) and an initial statement of work (the “SOW”), pursuant to which Sherpa will develop, execute and expand the Company’s intellectual property strategy over the course of the next approximately 18 months by evaluating the business and technology landscape in which the Company operates, and charting and executing a strategy of patent filing and licensing. 


In connection with the SOW, the Company paid Sherpa fee of (i) $200,000 in cash, of which $25,000 will be paid on January 1, 2018, with the remainder to be paid upon completion of certain objectives, and (ii) a ten-year option to purchase up to 120,000 shares of the Company’s common stock at an exercise of $3.75 per share of common stock, of which 60,000 options vest immediately and 60,000 options are performance conditioned (subsequently, condition met).  Mr. Filler is the general counsel and partner of Sherpa. 


During the years ended December 31, 2019 and 2018, the Company paid $279,030 and $427,219 as patent costs, consulting fees and expense reimbursements. As of December 31, 2019, and 2018, there was an unpaid balance of $27,623 and $0, respectively.


On February 15, 2018 Mr. Filler was granted options to purchase 20,000 shares of common stock at an exercise price of $3.55 per share for their 2017 board service. The granted options vested as of February 15, 2018 and are exercisable for a ten-year term.


On May 4, 2018, Mr. Londoner, Mr. Chaussy and Dr. Drakulic were granted 240,000, 100,000 and 60,000 shares of common stock at a cost basis of $4.425 per share for their 2017 performance, respectively. The granted shares vested immediately.


On August 16, 2018, Mr. Filler acquired 4,800 shares of the Company’s common stock, 1,200 warrants to acquire the Company’s common stock at an exercise price of $6.85 and exercisable for three years and 1,200 warrants to acquire the Company’s common stock at an exercise price of $3.75 expiring on May 16, 2019 in participation in the Company’s private placement of its common stock. The issued warrants vested as of August 16, 2018.


On October 16, 2018, Mr. Tanaka and Mr. Weild were granted options to purchase 34,566 and 69,132 shares of common stock at an exercise price of $5.09 per share for their 2018 board service. Mr. Tanaka’s options vest with 17,283 vesting on October 16, 2018 and 17,283 vesting January 1, 2019 and are exercisable for a ten-year term. Mr. Weild’s options vest with 17,283 on October 16, 2018; 17,283 on January 1, 2019, 2020 and 2021 each and are exercisable for a ten-year term.


On October 26, 2018, Mr. Gallagher was issued 94 shares of the Company’s common stock in a cashless exercise 490 warrants to purchase the Company common stock.


On November 6, 2018, Mr. Londoner, as Chairman of the board of directors, was granted 60,000 shares of common stock at a cost basis of $5.33 per share for his 2018 board service. The granted shares vested immediately.


On November 6, 2018, Mr. O’Donnell, Mr. Filler, Mr. Fischer each were granted 50,000 shares of common stock for their 2018 board of directors of committee chairmanships services at a cost basis of $5.33 per share. The granted shares vested immediately.


On November 6, 2018, Mr. Fischer and Mr. Foley each were granted 25,000 shares of common stock for their 2018 board of directors’ services at a cost basis of $5.33 per share. The granted shares vested immediately.


On January 2, 2019, Mr. O’Donnell was granted 30,000 shares of common stock at a cost basis of $4.33 per share for his appointment as Lead Director. The granted shares vested immediately.


On January 7, 2019, Mr. Londoner, Mr. Chaussy and Dr. Drakulic were granted 240,000, 100,000 and 70,000 shares of common stock at a cost basis of $4.48 per share, respectively. The granted shares vested immediately.


On April 24, 2019, Mr. Gallagher was issued 4,000 shares of the Company’s common stock in an exercise of warrants to purchase the Company common stock at $4.875 per share.


On May 1, 2019, Dr. Zeldis was issued 1,097 shares of the Company’s common stock in an exercise of warrants to purchase the Company common stock at $3.75 per share.


On May 17, 2019, Mr. Filler was issued 1,200 shares of the Company’s common stock in an exercise of warrants to purchase the Company common stock at $3.75 per share.


On May 17, 2019, in connection with the resignation of Mr. Fischer and Mr. Tanaka, the Company extended for up to two years 236,768 and 392,137 previously granted options that would normally expire 90 days after leaving service.


On May 22, 2019, Dr. Zeldis was issued an aggregate of 17,138 shares of the Company’s common stock upon conversion of 50 shares of the Company’s Series C preferred stock and accrued dividends.


On May 22, 2019, Dr. Zeldis was issued 1,097 shares of the Company’s common stock in an exercise of warrants to purchase the Company common stock at $6.85 per share.


On May 22, 2019, Dr. Zeldis was issued 20,000 shares of the Company’s common stock in an exercise of options to purchase the Company common stock at $3.40 per share.


On May 24, 2019, Mr. Tanaka (former board of director member) was issued 28,077 shares of the Company’s common stock in a cashless exercise 95,857 options to purchase the Company common stock.


On June 20, 2019, Mr. Tanaka (former board of director member) was issued 10,610 shares of the Company’s common stock in a cashless exercise 34,566 options to purchase the Company common stock.


On June 21, 2019, Mr. Navarro was granted restricted stock units representing 50,000 shares of common stock at a cost basis of $9.25 for joining the Company’s board of directors. The granted restricted stock units vest 50% on June 21, 2020 and 50% on June 21, 2021.


On July 8, 2019, Mr. Londoner, Mr. Chaussy and Mr. Drakulic were granted 60,000, 25,000 and 10,000 shares of common stock at a cost basis of $8.71 per share for their first half 2019 performance, respectively. The granted shares vested immediately.


On September 24, 2019, Ms. Pease was granted restricted stock units representing 40,000 shares of common stock at a cost basis of $8.07 for joining the Company’s board of directors. The granted restricted stock units vest 50% on September 24, 2020 and 50% on September 24, 2021.


On October 2, 2019, Mr. Tanaka (former board of director member) was issued 46,847 shares of the Company’s common stock in a cashless exercise 191,714 options to purchase the Company common stock.


On October 16, 2019, Mr. Londoner, Mr. O’Donnell and Mr. Chaussy were granted options to purchase 250,000, 25,000 and 150,000 shares of common stock in NeuroClear Technologies, Inc. at an exercise price of $5.00 per share for their service in establishing NeuroClear. The granted options vested as of October 16, 2019 and are exercisable for a ten-year term.


On October 16, 2019, Mr. Londoner and Mr. Filler were granted 30,000 and 25,000 shares of common stock at a cost basis of $7.06 per share for 2018 performance, respectively. The granted shares vested immediately. The granted shares vested immediately


On October 30, 2019, Mr. Navarro, Mr. Foley and Dr. Zeldis were each granted options to purchase 29,000 shares of common stock at an exercise price of $7.15 per share for their 2019 board service. The granted options vested as of October 30, 2019 and are exercisable for a ten-year term.


On October 30, 2019, Mr. Gallagher, Mr. O’Donnell and Mr. Weild were each granted options to purchase 36,240 shares of common stock at an exercise price of $7.15 per share for their 2019 board service. The granted options vested as of October 30, 2019 and are exercisable for a ten-year term.


On December 12, 2019, Mr. Londoner, Mr. Chaussy, Dr. Drakulic were granted 225,000, 75,000 and 30,000 shares of common stock at a cost basis of $6.57 per share for their second half 2018 performance, respectively. The granted shares vested immediately.


On December 20, 2019, Mr. O’Donnell was issued 7,254 shares of the Company’s common stock in a cashless exercise 38,320 options to purchase the Company common stock.


During the years ended December 31, 2019 and 2018, Mr. Chaussy guaranteed issued corporate credit cards.