v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events  
Subsequent Events

17. Subsequent Events

The Company has evaluated events through the date these financial statements were filed and determined there are no subsequent events that require disclosure, except as set forth below:

2026 Annual Meeting of Stockholders

On August 3, 2026, at the Company’s 2026 Annual Meeting of Stockholders, its stockholders approved, among other things: (i) the issuance of up to an aggregate of 16,184,560 shares of Common Stock upon the exercise of the New Warrants, and (ii) an amendment to the 2020 Stock Plan to increase the number of shares of Common Stock that the Company will have authority to grant under the 2020 Stock Plan to 6,500,000 shares of Common Stock. Accordingly, the New Warrants to purchase 16,184,560 shares of Common Stock at $0.54 per share became exercisable and will expire on August 3, 2031 and the aggregate number of shares of Common Stock that the Company will have authority to grant under the 2020 Stock Plan is 6,500,000 shares of Common Stock, pursuant to Amendment No. 4 to the 2020 Stock Plan.

17. Subsequent Events – (continued)

Shallcross Amended and Restated Employment Agreement

On August 10, 2026, the Company entered into an Amended and Restated Employment Agreement with Mr. Shallcross (the “Amended and Restated Shallcross Employment Agreement”), which replaced and superseded the employment agreement that the Company entered into with Mr. Shallcross on March 3, 2025 in its entirety. The Amended and Restated Shallcross Employment Agreement has a stated term of two years from the date of execution of such agreement (the “Employment Term”) and provides for Mr. Shallcross to serve as the Company’s President, Chief Executive Officer and Chief Financial Officer. Mr. Shallcross does not receive additional compensation for service as the Company’s director.

Pursuant to the Amended and Restated Shallcross Employment Agreement, Mr. Shallcross is entitled to an annual base salary of $687,562, subject to review and adjustment from time to time by the Board (or a committee thereof) in its sole discretion, but which may not be decreased. Mr. Shallcross is also eligible to receive an annual cash performance bonus of up to fifty percent (50%) of his annual base salary and payable based upon the Board's assessment of Mr. Shallcross’ performance and the Company’s attainment of targeted goals as set by the Board in its sole discretion, as well as discretionary annual equity awards pursuant to the Company’s incentive equity plans. The Amended and Restated Shallcross Employment Agreement also contains confidentiality obligations and invention assignments, as well as non-competition and non-solicitation provisions, which are applicable during the Employment Term and for the one-year period thereafter.

The Amended and Restated Shallcross Employment Agreement provides that if Mr. Shallcross’ employment is terminated for any reason, he or his estate as the case may be, will be entitled to receive the unpaid base salary through the date of termination and accrued vacation, any unpaid annual bonus earned with respect to any calendar year ending on or preceding the date of termination, reimbursement for any unreimbursed expenses incurred through the date of termination, and all other payments and benefits to which Mr. Shallcross may be entitled under the terms of any applicable compensation arrangement or benefit, equity or perquisite plan or program or grant (the “Accrued Amounts”).  Upon termination due to Disability (as such term is defined in the Amended and Restated Shallcross Employment Agreement) or death, Mr. Shallcross or his estate shall be entitled to exercise any vested equity awards for a period equal to the shorter of: (i) six (6) months after termination, or (ii) the remaining term of the awards. If Mr. Shallcross’ employment is terminated by the Company for Cause (as such term is defined in the Amended and Restated Shallcross Employment Agreement) or by Mr. Shallcross without Good Reason, Mr. Shallcross shall be entitled to receive any Accrued Amounts only.

If Mr. Shallcross’ employment is terminated by the Company without Cause (and not due to Disability or death) or by Mr. Shallcross for Good Reason (as such term is defined in the Amended and Restated Shallcross Employment Agreement), then, subject to him executing a general release in form acceptable to the Company that becomes effective, in addition to paying the Accrued Amounts, (a) the Company will continue to pay his then current base salary for a period of twelve (12) months following the termination date, (b) the Company will pay the COBRA premiums necessary to continue health insurance coverage under COBRA, if such coverage is timely elected by Mr. Shallcross, for him and his covered dependents until the earliest of twelve (12) months following the termination date, the date Mr. Shallcross becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment, or the date Mr. Shallcross ceases to be eligible for COBRA continuation coverage for any reason, and (c) all unvested stock options and other equity awards shall immediately vest and he shall be entitled to exercise any such vested equity awards for a period equal to the shorter of: (1) twenty-four (24) months after termination, or (2) the remaining term of the awards. In addition, Mr. Shallcross will be eligible to receive a pro-rata portion of his annual bonus, as determined by the Board of Directors, for the performance year in which the termination occurs.

17. Subsequent Events – (continued)

Upon the occurrence of a Change in Control (as such term is defined in the Amended and Restated Shallcross Employment Agreement), all unvested stock options and other equity awards shall immediately vest (and any equity awards subject to the satisfaction of performance goals shall be deemed earned at not less than target performance) and the time period that Mr. Shallcross will have to exercise all vested stock options and other awards shall be equal to the shorter of: (i) twenty-four (24) months after termination, or (ii) the remaining term of the awards. If within eighteen (18) months after the occurrence of a Change in Control, Mr. Shallcross terminates his employment for Good Reason or the Company terminates Mr. Shallcross’ employment without Cause, Mr. Shallcross will be entitled to receive: (i) the portion of his base salary for periods prior to the effective date of termination accrued but unpaid (if any); (ii) all unreimbursed expenses (if any); (iii) an aggregate amount (the “Change in Control Severance Amount”) equal to two (2) times the sum of his base salary plus an amount equal to the bonus that would be payable if the target level performance were achieved under the Company’s annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year if bonus levels have not yet been established for the year of termination); and (iv) a payment equal to twenty-four (24) times the monthly COBRA premium for Mr. Shallcross and his eligible dependents (at the rate in effect for Mr. Shallcross’ coverage at the time of his termination), subject to him executing a general release in form acceptable to the Company that becomes effective. An amount equal to $500,000 shall be allocated from the Change in Control Severance Amount as, and deemed, a payment to Mr. Shallcross in exchange for Mr. Shallcross’ covenant not to compete.

Upon the termination of employment for Good Reason by Mr. Shallcross or upon the involuntary termination of employment by the Company for any reason other than death, Disability or Cause, in either case within eighteen (18) months after the occurrence of a Change in Control, the Company shall also provide, for the period of two (2) consecutive years commencing on the date of such termination of employment, medical, dental, life and disability insurance coverage for Mr. Shallcross and the members of his family that are not less favorable to Mr. Shallcross than the group medical, dental, life and disability insurance coverage carried by the Company for Mr. Shallcross and the members of his family at the time of termination, subject to him executing a general release in form acceptable to the Company that becomes effective. The Change in Control Severance Amount is to be paid in a lump sum if the Change in Control event constitutes a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation's assets” (each within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”)), or in 48 substantially equal payments, if the Change in Control event does not so comply with Section 409A.

Option Award Amendments

On July 24, 2026, the Board of Directors approved, upon recommendation of the Compensation Committee, amendments to all option agreements for the Company’s directors and U.S. employees, as well as the option agreements for all unvested options issued to the Company’s Spanish employees, to provide for accelerated vesting of options upon the execution of a definitive agreement for a merger.