Item 3.02 Unregistered Sales of
On
The awards are subject to vesting and forfeiture conditions including
satisfaction of certain performance-based milestones, as follows: (1) 209,102
shares were issued as incentive compensation vesting 50% upon the Company's
uplisting to Nasdaq if within three years, with the balance vesting in eight
quarterly installments commencing on the sooner of such Nasdaq uplisting or 12
months after issuance; provided all shares shall vest upon the sale, merger or
other "exit" event for the Company and its shareholders; and (2) 60,000 shares
were issued to compensate four members of the management team for acceptance of
a significant reduction in their base salaries in 2023 to help the Company
conserve cash resources, and vest upon the completion of the Company's next
funding in the amount of at least
In connection with these awards, the Board of Directors approved for 2023 an increase in the total number of shares authorized under the Plan by 350,000 additional shares, in accordance with the terms and conditions of the shareholder-approved Plan. As of the date of this report, there are approximately 106,000 shares available for future issuance under the Plan.
All securities granted under the Plan and to
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