Annual report pursuant to Section 13 and 15(d)

RELATED PARTY TRANSACTIONS

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RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2020
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]

NOTE 13 RELATED PARTY TRANSACTIONS

 

Accrued expenses related primarily to travel reimbursements, director fees and accrued compensation due related parties as of December 31, 2020 and 2019 was $317,000 and $12,051, 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 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 was 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 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 were performance conditioned and subsequently vested.  The SOW has been subsequently extended through 2021 at a monthly rate of $15,000 per month. Mr. Filler is the general counsel and partner of Sherpa. 

 

During the years ended December 31, 2020 and 2019, the Company paid $266,863 and $279,030 as patent costs, consulting fees and expense reimbursements. As of December 31, 2020, and 2019, there was an unpaid balance of $15,000 and $27,623, respectively.

 

On March 30, 2020, the Company’s subsidiary, ViralClear entered into an engagement agreement with Weild & Co, a FINRA-registered broker-dealer controlled by a member of the Company’s board of directors to act as ViralClear’s non-exclusive agent to provide investment banking and financial advisory services to assist ViralClear in a potential financing transaction for an initial term of 9 months.

 

In connection with the engagement agreement, ViralClear agreed to pay Weild & Co a 5% cash and a 5% warrant or other securities of the aggregate subscriptions placed by Weild & Co. No costs have been incurred as of the date of this filing. No cash or warrant fees have been paid under this agreement.

 

As described in Notes 1 and 11, on March 24, 2020, ViralClear entered into the Asset Purchase Agreement with Trek Therapeutics, PBC, an entity controlled by a member of the Company’s board of directors.  Pursuant to the Asset Purchase Agreement, Trek sold to ViralClear all right, title and interest of Trek and its affiliates to certain assets. As consideration for the Purchased Assets, ViralClear agreed to pay Trek in upfront and milestone payments a combination of cash, shares of ViralClear’s common stock.

 

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 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 ViralClear at an exercise price of $5.00 per share for their service in establishing ViralClear. The granted options vested as of October 16, 2019 and are exercisable for a ten-year term.

 

In 2019, the Company issued an aggregate of 810,000 shares of the Company’s common stock, 90,000 restricted stock units and 195,720 options to purchase the Company’s common stock to officers and directors.

 

In 2019, the Company issued an aggregate of 120,182 shares of the Company’s common stock to current and former board members for the exercise of warrants and options.

 

In 2020, ViralClear issued an aggregate of 1,138,000 restricted stock units for shares in ViralClear’s common stock to board members and an officer.

 

In 2020, ViralClear granted an aggregate of 746,507 options to purchase ViralClear’s common stock to members of ViralClear’s board of directors.

 

On August 12, 2020, the Company cancelled the grant from March 31, 2020 to Mr. Navarro for 50,000 options to purchase the Company’s common stock at an exercise price of $3.73 and granted Mr. Navarro 50,000 shares of common stock at a cost basis of $7.10 per share for his assistance with ViralClear. The granted shares vested immediately.

 

In 2020, the Company issued an aggregate of 175,000 shares of the Company’s common stock, 100,000 restricted stock units and 675,000 options to purchase the Company’s common stock to officers and directors.

 

In 2020, the Company issued an aggregate of 4,030 shares of the Company’s common stock to a board member and an officer for the cashless exercise of options.

 

During the years ended December 31, 2020 and 2019, Mr. Chaussy guaranteed issued corporate credit cards for no consideration.