Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.7.0.1
Subsequent Events
6 Months Ended
Jun. 30, 2017
Subsequent Events [Abstract]  
Subsequent Events
9. Subsequent Events 

 

The Company has evaluated subsequent events through the date these financial statements were issued.

 

In July 2017, the Company appointed Justin Schreiber and Stefan Galluppi to the Board of Directors.

 

In July 2017, the Company and JLS Ventures entered into a separate three year incentivized second amendment to Service Agreement effective July 1, 2017. As compensation, the Company issued 900,000 shares of common stock valued at $432,000. In addition, the Company issued performance based options that vest, in intervals, upon receipt by Immudyne, Inc. of cash from Immudyne PR within three years from the effective date of the agreement. Upon receipt of $4,000,000 of cash the Company will issue a ten year option to buy 1,500,000 shares at $0.25. Upon receipt of an additional $1,000,000, the Company will issue an additional ten year option to buy 1,500,000 shares at $0.25. Upon receipt of each additional $1,000,000, up to a total of $7,000,000, the Company will issue an additional ten year option to buy 1,500,000 shares at $0.35.

 

In July 2017, the Company and Brunilda McLaughlin entered into a three year employment agreement effective July 1, 2017. Upon signing as additional compensation, the Company issued a ten year option to buy 75,000 shares at $0.35.

 

In July 2017, the Company entered into a three year employment agreement with Mark McLaughlin (“McLaughlin”) as the Company’s President, Chief Executive Officer and to serve as a Director of the Company. McLaughlin will be entitled to receive an annual salary of $145,600, plus an annual cash bonus of $100,000 if the Company achieves $4,000,000 in pre-tax earnings plus, an additional cash bonus of $75,000 if the Company achieves $6,000,000 in pre-tax earnings. As additional compensation, the Company issued McLaughlin a ten year option to buy 750,000 shares at $0.35 vesting one-third or 250,000 shares upon signing, and 250,000 shares on July 1, 2018 and 250,000 shares on July 1, 2019. In addition, the Company issued McLaughlin performance based options to that vest, in intervals, upon the Company achieving pre-tax earnings of $4,000,000, the Company will issue a ten year option to buy 500,000 shares at $0.25; and upon the achievement of an additional $1,000,000 of pre-tax earnings, the Company will issue an additional ten year option to buy 500,000 shares at $0.25; and upon the achievement of each additional $1,000,000 of pre-tax earnings, up to a total of $7,000,000, the Company will issue an additional ten year option to buy 500,000 shares at $0.35.

 

In July 2017, the Company entered into two separate, three year director agreements with Anthony Bruzzese M.D. (“Bruzzese”) and John R. Strawn, Jr. (“Strawn”). Bruzzese and Strawn will be entitled to receive an annual retainer to be negotiated in good faith. Upon signing as additional compensation, the Company issued to both Bruzzese and Strawn a ten year option to buy 100,000 shares at $0.35. In addition, the Company issued both Bruzzese and Strawn performance based options to that vest, in intervals, upon the Company achieving pre-tax earnings of $4,000,000, the Company will issue a ten year option to buy 75,000 shares at $0.25; and upon the achievement of an additional $1,000,000 of pre-tax earnings, the Company will issue an additional ten year option to buy 75,000 shares at $0.25; and upon the achievement of each additional $1,000,000 of pre-tax earnings, up to a total of $7,000,000, the Company will issue an additional ten year option to buy 75,000 shares at $0.35.

 

In August 2017, the Company renewed the BV Global Services Agreement dated August 3, 2016 with BV Global Fulfillment, LLC (“BV Global”) for fulfillment services. Upon signing, as additional compensation, the Company issued to BV Global a ten year option to buy 50,000 shares at $0.35. In addition, the Company issued both Bruzzese and Strawn performance based options to that vest, in intervals, upon the Company achieving pre-tax earnings of $4,000,000, the Company will issue a ten year option to buy 62,500 shares at $0.25; and upon the achievement of an additional $1,000,000 of pre-tax earnings, the Company will issue an additional ten year option to buy 62,500 shares at $0.25; and upon the achievement of each additional $1,000,000 of pre-tax earnings, up to a total of $7,000,000, the Company will issue an additional ten year option to buy 62,500 shares at $0.35.

 

In August 2017, the Company entered into a Professional Service Agreement with Acorn Management Partners L.L.C. (“Acorn”) for financial advisory, strategic business planning and other investor relation services for a year of one year effective August 8, 2017. During the term of the Agreement, Acorn shall receive $7,500 cash monthly. As additional compensation, the Company shall issue within five (5) days of signing 100,000 shares of the Company’s common stock and upon each three (3) month period thereafter during the term of the Agreement an additional 100,000 shares of the Company’s common stock for a total of 400,000 shares of the Company’s common stock.

 

In July 2017, Mark McLaughlin, the Company’s President and Chief Executive Officer, exercised 1,500,000 warrants on a cashless basis and was issued 1,140,000 shares of common stock.

 

In July 2017, Mark McLaughlin exercised 1,000,000 options on a cashless basis and was issued 800,000 shares of common stock.

 

In July 2017, Mark McLaughlin exercised 339,473 options on a cashless basis and was issued 271,579 shares of common stock.