Annual report pursuant to Section 13 and 15(d)

RELATED PARTY TRANSACTIONS

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RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2021
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, 2021 and 2020 was $86,208 and $317,000, 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 Note 11, on March 24, 2020, ViralClear entered into the Asset Purchase Agreement with Trek Therapeutics, PBC, an entity controlled by a former 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.

 

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 a board member for 50,000 options to purchase the Company’s common stock at an exercise price of $3.73 and granted the board member 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.

 

On January 5, 2021, the Company issued an aggregate of 450,000 shares of common stock to officers of the Company as part of annual compensation.

 

On June 28, 2021, in connection with the departure of two board members, the Company extended for up to two years 125,000 and 50,000 previously granted options that would normally expire 90 days after leaving service.

 

On June 30, 2021, in connection with the resignation of a board member, the Company entered into a one-year consulting contract and extended for up to two years from end of contract service: 240,000 previously granted Company options, 25,000 previously granted ViralClear options and 329,000 previously issued ViralClear restricted stock units; all of which would normally expire 90 days after leaving service. In addition, the Company accelerated to fully vested previously issued restricted stock units and issued 50,000 shares of the Company’s common stock in settlement.

 

On October 4, 2021, the Company granted a new board member 50,000 options to acquire the Company’s common stock at an exercise price of $2.89 for joining the Company’s Board of Directors. The options are exercisable for ten years with half vested immediately and half on September 20, 2022.

 

On December 28, 2021, the Company granted an aggregate of 425,000 options to acquire the company’s common stock at an exercise price of $2.44 for ten years and vesting immediately to the Company’s existing Board of Directors as compensation for the 2021 year.

 

During the years ended December 31, 2021 and 2020, the Company’s Chief Financial Officer guaranteed issued corporate credit cards for no consideration.