SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On July 2, 2026, the Company issued an unsecured convertible promissory note (the “July 2 Note”) in the principal amount of $115,000, receiving $96,500 in cash proceeds after an original issue discount of $15,000. Under the July 2 Note, $18,071 is payable on each of January 4, 2027, , , , , and . On July 6, 2026, the Company issued an unsecured convertible promissory note (the “July 6 Note”) in the principal amount of $151,800, receiving $125,000 in cash proceeds after an original issue discount of $19,800. The July 6 Note carries a 12% one-time interest charge, matures in 12 months, and requires scheduled amortization payments beginning on December 30, 2026. Jacob Frenkel, Ph.D., resigned as Chairman of the Board and as a director on July 24, 2026. Dr. Frenkel will transition to an advisory role effective immediately to assist with the transition of chairman duties. On July 24, 2026, the Board of Directors of the Company appointed Peter Pitts, a member of the Board, as Executive Chairman of the Board and Chief Strategic Regulatory Officer. In connection with his appointment, Mr. Pitts and the Company entered into an offer letter dated July 24, 2026, which provides a stock option grant to purchase 900,000 shares of the Company’s common stock, as evidenced by a Stock Option Grant Notice of the same date, and he will not be eligible to receive any base salary or cash bonus or participate in the director compensation program. The Pitts Stock Option generally vests with respect to of the total shares on July 24, 2027, with the shares vesting in equal monthly installments over the next three years. On July 26, 2026, Ibrahim B. Dagher, MD, Executive Vice President and Chief Medical Officer of the Company, resigned from his positions with the Company, effective immediately. In connection with his departure, Dr. Dagher will transition to a consulting role effective immediately to assist the Company with the transition of his duties as Chief Medical Officer, pursuant to a Consulting Agreement. Pursuant to the Dagher Consulting Agreement, while Dr. Dagher provides services thereunder, the Company will treat such services as “continued employment” for the purposes of any outstanding Company equity awards held by Dr. Dagher. The Dagher Consulting Agreement has a term of one year, and at the conclusion of the term, if Dr. Dagher remains in compliance with his obligations thereunder, (i) all outstanding and unvested equity awards held by Dr. Dagher as of immediately prior to that date will vest in full, and (ii) the post-termination exercise period for each of Dr. Dagher’s outstanding and vested stock options will be extended until the earlier of (x) the second anniversary of the conclusion of the Dagher Consulting Agreement, or (y) the expiration of the stated maximum term of the stock option. In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events through the date the consolidated financial statements were issued. The Company concluded that no other subsequent events have occurred that would require recognition or disclosure in the consolidated financial statements. |