Securities registered pursuant to Section 12(b) of
the Act: None.
Securities registered pursuant to Section 12(g) of
the Act: COMMON STOCK, $.01 PAR VALUE
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity at June 30, 2022,
the last business day of the registrant’s second fiscal quarter, was approximately $50 million. For purposes of this calculation,
all directors and executive officers of the registrant and holders of 10% or more of the registrant’s common stock are assumed to
be affiliates. This determination of affiliate status is not necessarily conclusive for any other purpose.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our Board of Directors currently consists of three members. Information
concerning our executive officers and members of our Board of Directors as of May 2, 2023 is set forth below.
| |
|
|
|
|
|
| Name |
|
Title/Position |
|
Age |
|
| Christopher Grosso |
|
Chairman of the Board |
|
55 |
|
| Dr. Robert Atcher |
|
Director |
|
71 |
|
| Steve T. Laflin |
|
President, Chief Executive Officer and Director |
|
66 |
|
| W. Matthew Cox |
|
Chief Financial Officer and Secretary |
|
39 |
|
| Key Emploee |
|
|
|
|
| John Miller |
|
Radiation Safety and Regulatory Manager |
|
59 |
Directors
Christopher
Grosso has served as a director since April 2002 and as the Chairman of the Board since July 2017. Mr. Grosso has been a partner
of Kershner Grosso, Inc. (“Kershner Grosso”), a New York-based money management firm, since 1998, where he currently leads
the firm’s investment research, stock selection and trading activities. Mr. Grosso was also a member of RadQual, LLC (“RadQual”),
a global supplier of molecular imaging quality control devices, until its sale to the Company in July 2021. From 1989 to 1998, Mr. Grosso
was a Senior Research Analyst and Portfolio Manager with Kershner Grosso. Prior to joining Kershner Grosso, Mr. Grosso was with Howe and
Rusling Investment Management and Chase Manhattan Bank. Mr. Grosso received a B.S. in Business Administration from Skidmore College. Mr.
Grosso’s significant financial expertise, including extensive experience with capital markets, investment banking and venture capital
transactions, provides invaluable expertise to our Board in matters regarding our capital requirements and strategic direction.
Dr.
Robert Atcher has served as a director since August 2017. Dr. Atcher retired in 2017 from the Los Alamos National Laboratory,
a national nuclear laboratory for the U.S. Department of Energy, where, for over 20 years, he worked on various medical applications for
isotopes. Dr. Atcher also retired as the UNM/LANL Professor of Pharmacy in the College of Pharmacy at University of New Mexico in 2018.
From 2016 to 2018, Dr. Atcher served as President of the Education and Research Foundation for the Society of Nuclear Medicine and Molecular
Imaging, a nonprofit foundation to support research and training for professionals in the field, and he is a past president and fellow
of the Society of Nuclear Medicine and Molecular Imaging. He is also a Fellow of the American Institute of Chemistry. Dr. Atcher graduated
from Washington University in St. Louis with a degree in Chemistry, received his Ph.D. in Nuclear Chemistry from the University of Rochester,
and his postdoctoral training was done at Harvard Medical School in Boston, Massachusetts. He also received an M.B.A. from the University
of New Mexico. Dr. Atcher also holds an adjunct faculty appointment in the Radiopharmacy Program at the College of Pharmacy, University
of New Mexico. Dr. Atcher is a radiopharmaceutical chemist who has focused his work on the diagnosis and treatment of cancer and heart
disease. Dr. Atcher’s significant expertise in nuclear medicine provides invaluable expertise to our Board in matters regarding
our operations and strategic direction.
Steve
T. Laflin has served as a director since June 2001. Since August 2001, Mr. Laflin has also served as our President and Chief
Executive Officer. Mr. Laflin was also a member of RadQual until its sale to the Company in July 2021. From 1996 to 2001, he served as
President and General Manager of International Isotopes Idaho Inc., one of our subsidiaries. Mr. Laflin received a B.S. in Physics from
Idaho State University and has been employed in various senior engineering and management positions in the nuclear industry since 1992.
In addition to his institutional knowledge from his long tenure of service to us and his position as an executive officer, Mr. Laflin’s
significant engineering and management background in the nuclear industry is invaluable to the Board.
Executive Officers and Key Employee
Steve
T. Laflin. Mr. Laflin’s biographical information is set forth above under the heading “Directors.”
W.
Matthew Cox has served as our Chief Financial Officer and Secretary since September 2019. Previously, Mr. Cox served as our
Controller from April 2019 until September 2019. Prior to this role, Mr. Cox served as Controller for DL Beck Inc., a commercial general
contractor, from August 2016 to March 2019, and as a Ranch Analyst for Riverbend Ranch, a large registered Angus cattle ranch, from December
2013 to August 2016. From October 2008 to December 2013, Mr. Cox served in various accounting roles for Kingston Companies, a privately-held
conglomerate of companies in the agriculture, trucking, and real estate development businesses, and John & John PLLC, a public accounting
firm. Mr. Cox received a Bachelor of Science degree in accounting from Brigham Young University - Idaho, and is a Certified Public Accountant
licensed in the State of Idaho.
John
Miller has served as our Radiation Safety and Regulatory Manager since 2001. In addition to overseeing our radiation
and safety programs, Mr. Miller is the lead employee for regulatory issues and licensing. Considering the extensive requirements
for regulatory compliance, licensing, and permits, Mr. Miller plays an especially important role for our business. Mr. Miller has
decades of nuclear physics, safety, and licensing experience and has been instrumental in preparation and approval of our Nuclear Regulatory
Commission (“NRC”) license for operations in Idaho and more than 35 subsequent amendments to that license. Mr. Miller
was also instrumental in our successful completion of NRC licensing for our proposed uranium de-conversion and fluorine extraction processing
facility in New Mexico. Mr. Miller has a BS in Physics, an MS in Environmental Engineering, and is a Certified Health Physicist.
Family Relationships
There are no family relationships
among any of our directors and executive officers..
Corporate Governance
Code of Ethics
We
have adopted a Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller,
and directors. The Code of Ethics is available under the Investor Center of our website at www.intisoid.com. We intend to disclose any
changes in or waivers from the Code of Ethics that are required to be disclosed by posting such information on our website..
Audit Committee
The Board of Directors has a separately-designated
standing Audit Committee. The Audit Committee operates under a written charter adopted by the Board, which is available in the Investor
Center section of our website at www.intisoid.com.
The Audit Committee assists the Board in overseeing
the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting
firm’s qualifications and independence, and the performance of any internal audit function and our independent registered public
accounting firm. The Audit Committee is comprised of two members, Christopher Grosso and Dr. Robert Atcher, with Mr. Grosso serving as
the chairman. Each of Mr. Grosso and Dr. Atcher is an “independent” director for audit committee service under Nasdaq listing
rules and applicable SEC rules and regulations.
The Audit Committee is directly responsible for the
appointment, compensation, and oversight of our independent registered public accounting firm, and our independent registered public accounting
firm reports directly to the Audit Committee. The responsibility of the Audit Committee includes resolving disagreements between our management
and the independent registered public accounting firm related to financial reporting. The Audit Committee is also responsible for establishing
procedures for receipt of complaints relating to accounting, internal control, and auditing and confidential, anonymous information submitted
by employees relating to questionable accounting or auditing matters. The Audit Committee has the authority to employ independent counsel
and other advisors in connection with its duties.
Item 11. Executive Compensation
Summary Compensation Table
The following table provides information concerning
the compensation of our named executive officers for the fiscal years ended December 31, 2022 and 2021.
| Name and Principal Position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
($)(1) |
Option
Awards
($)(1) |
All Other
Compensation
($)(2) |
Total
($) |
| Steve. T. Laflin |
2022 |
249,131 |
— |
27,692 |
105,037 |
112,076 |
493,936 |
| President and Chief Executive Officer |
2021 |
244,136 |
— |
23,497 |
— |
113,601 |
381,233 |
|
W. Matthew Cox
Chief Financial Officer and Secretary |
2022 |
131,402 |
5,414 |
— |
54,170 |
89 |
191,075 |
| 2021 |
124,271 |
— |
— |
13,218 |
80 |
137,569 |
| |
|
|
|
|
|
|
______________
(1)
The amounts included under the “Stock Awards” and “Option
Awards” columns reflect the aggregate grant date fair value of the option and stock awards granted in each respective fiscal year,
computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 718, excluding the effect of any estimated forfeitures. Assumptions used in the calculations
of these amounts are included in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K
for the year ended December 31, 2022.
| (2) | Consists of a monthly housing allowance of $6,000 per month plus related tax gross-up payments for Mr.
Laflin, and life insurance premiums paid by the Company for Mr. Laflin and Mr. Cox. |
Narrative Disclosure to Summary Compensation Table
Steve
Laflin Employment Agreement. Effective February 2012, we entered into an Amended and Restated Employment Agreement,
(as amended to date, the “Employment Agreement”) with Mr. Laflin to serve as our President and Chief Executive Officer at
a base salary of $200,000 with an annual $5,000 increase to his base salary, subject to further adjustment annually by the Board. Mr.
Laflin may also receive an annual bonus at the end of each year, at the discretion of the Board. Upon each anniversary of the Employment
Agreement, Mr. Laflin is entitled to receive $28,000 of fully vested shares of our common stock issued pursuant to our equity compensation
plans, calculated based on the average closing price of our common stock for the 20 trading days prior to the date of grant; provided,
however, that if the average closing price of our common stock for the 20 trading days prior to the date of grant is below $0.05 per share,
then the number of shares of common stock to be issued shall be calculated based on a price of $0.05 per share. In addition, pursuant
to the Employment Agreement, Mr. Laflin receives a monthly housing allowance for $6,000 plus additional tax gross up payments for the
monthly housing allowance. Under Modification #3, Mr. Laflin is entitled to a $25,000 pre-tax bonus of $25,000 upon the successful transfer
of the duties and responsibilities of Chief Executive Officer to a designated replacement approved by the Board. Mr. Laflin is also subject
to confidentiality, non-compete and non-disparagement provisions under the Employment Agreement. The term of the Employment Agreement
continues until August 31, 2023.
Mr. Laflin is also entitled to certain payments upon
the occurrence of certain events under the Employment Agreement. If we terminate Mr. Laflin without cause, or if we were to be dissolved
or sold, or if were to become a private company whose shares are no longer traded on a public exchange, the Board would have the power
to terminate Mr. Laflin’s employment and Mr. Laflin would be entitled to receive salary and benefits under his employment agreement
through the date of termination and for an additional 12 months thereafter. In the event that Mr. Laflin is terminated for cause or if
Mr. Laflin terminates the Employment Agreement, he would be entitled to receive any salary and benefits that have accrued through the
termination date.
2022
Equity Grants. As described above, pursuant to his Employment Agreement, Mr. Laflin is entitled to a stock award each year
equal to $28,000 of shares of our common stock, subject to certain stock price limitations. In connection therewith, Mr. Laflin was granted
a fully vested stock award of 307,692 shares of common stock in February 2022, calculated based on a stock price of $0.091 per share.
We withheld 120,461 shares to satisfy Mr. Laflin’s tax obligations in connection with this issuance. The net shares issued
on February 28, 2022 totaled 187,231 shares.
2022 Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding the number and estimated
value of outstanding stock awards held by each of our named executive officers as of December 31, 2022.
| |
|
Option Awards |
| Name |
Grant Date |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable |
Option Exercise
Price
($) |
Option
Expiration Date |
| Steve T. Laflin |
7/11/2017(1) |
4,000,000 |
— |
$0.060 |
7/11/2027 |
| |
2/21/2022(2) |
1,000,000 |
1,000,000 |
$0.090 |
2/21/2032 |
| W. Matthew Cox |
4/22/2019(1) |
125,000 |
62,500 |
$0.060 |
4/22/2029 |
| |
8/19/2021(2) |
40,000 |
200,000 |
$0.110 |
8/19/2031 |
| |
2/21/2022(4) |
250,000 |
750,000 |
$0.090 |
2/21/2032 |
______________
| (1) | The option vests in four equal annual installments beginning one year after grant date. |
| (2) | The option vests 50% at grant date and 50% one year after grant date. |
| (3) | The option vests in five equal annual installments beginning one year after grant date. |
| (4) | The option vests in four equal annual installments beginning at grant date. |
Termination and Change in Control Arrangements
Under our Amended and Restated 2015 Incentive Plan,
which amended and restated our 2006 Equity Incentive Plan (the “2015 Plan”), to maintain all of the participants’ rights
in the event of (i) a merger or consolidation where we are not the surviving company; (ii) the dissolution of the Company; or (iii) a
transfer of all or substantially all of our assets, any outstanding options will become fully exercisable and vested to the full extent
of the original grant and the plan administrator can provide a cash-out for awards in connection with the transaction. If any of these
above events had occurred on December 31, 2022, based on the closing stock price of $0.03 per share of our common stock as reported on
the OTCQB on December 30, 2022, Mr. Cox would have been entitled to receive $30,375 for cash-out for unvested option awards. Mr. Laflin
would have been entitled to receive $30,000 for cash-out for unvested option awards.
As described above, Mr. Laflin is also entitled to
certain payments upon the occurrence of certain events under his Employment Agreement. If we terminated Mr. Laflin without cause, or if
we were to be dissolved or sold, or if were to become a private company whose shares were no longer traded on a public exchange, the Board
would have the power to terminate Mr. Laflin’s employment and Mr. Laflin would be entitled to receive salary and benefits under
his employment agreement through the date of termination and for an additional 12 months thereafter, which would be a payment of approximately
$372,359 (excluding benefits) assuming any of such events occurred as of December 31, 2022. In the event that Mr. Laflin was terminated
for cause or if Mr. Laflin terminated the Employment Agreement, he would only be entitled to receive any salary and benefits that had
accrued through the termination date.
2022 Director Compensation
The following table sets forth information regarding
compensation for each of our non-employee directors for the year ended December 31, 2022. We generally do not pay our non-employee directors
retainer fees or other fees for service related to the Board or its committees. Equity awards may be granted to the members of the Board
from time to time under our equity compensation plans. We also reimburse our non-employee directors for their costs associated with attending
Board and committee meetings.
In connection with his appointment in August 2018,
we entered into a Board of Directors Compensation Agreement with Dr. Atcher, pursuant to which Dr. Atcher receives compensation at an
hourly rate of $250 per hour for the time spent in connection with his Board service, including any research work done at the Company’s
request and attendance at Board and Board committee meetings.
Mr. Laflin does not receive any additional compensation
for his service as a director. See “2022 Summary Compensation Table” above for the compensation earned in 2021 by Mr. Laflin
for his service as our President and Chief Executive Officer.
| Name |
Fees Earned or
Paid in Cash
($) |
Option
Awards
($) |
All Other
Compensation
($) |
Total
($) |
| Christopher Grosso |
— |
108,304 |
— |
108,304 |
| Dr. Robert Atcher |
— |
108,304 |
— |
108,304 |
As of December 31, 2022, the aggregate number
of shares underlying outstanding stock option awards for each non-employee director was as follows: Mr. Grosso - 5,500,000 shares;
and Dr. Atcher - 3,000,000 shares.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
The following table sets forth information known to
us regarding the beneficial ownership of our common stock as of April 26, 2023 by:
| · | each person who, to our knowledge, beneficially owned more than 5% of our common stock on that date; |
| · | each of our named executive officers and directors; and |
| · | all of our executive officers and directors as a group. |
The number of shares beneficially owned by each entity
or person is determined under the SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment
power and also any shares that the individual has the right to acquire within 60 days of April 26, 2023 through the exercise of any stock
option or other right. For purposes of calculating each person’s or group’s percentage ownership, shares that the person or
group has the right to acquire within 60 days of April 26, 2023 through the exercise of any stock option or other right are included as
outstanding and beneficially owned for that person or group, but are not treated as outstanding for the purpose of computing the percentage
ownership of any other person or group. Except as otherwise indicated, each person named in the tables below has sole voting and investment
power with respect to all shares of our common stock shown as beneficially owned by such person.
Unless otherwise indicated, the address for all persons
named below is c/o International Isotopes Inc., 4137 Commerce Circle, Idaho Falls, Idaho 83401.
| Name and address of Beneficial Owner |
Amount and Nature of
Beneficial Ownership |
Percent of Class(1) |
| Greater than 5% Shareholders: |
|
|
|
Kennerman Associates Inc.(2)
480 Broadway, Suite 310
Saratoga Springs, New York 12866 |
232,233,586 |
42.3% |
|
John M. McCormack and related parties(3)
1303 Campbell Road
Houston, TX 77055 |
108,945,591 |
20.8% |
| Directors and Named Executive Officers: |
|
|
| Robert Atcher(4) |
1,750,000 |
* |
| Christopher Grosso(5) |
62,146,673 |
11.8% |
| Steve T. Laflin(6) |
18,786,700 |
3.6% |
| W. Matthew Cox(7) |
1,053,925 |
* |
| All Directors and Executive Officers as a Group (4 persons) (8) |
83,737,298 |
15.6% |
______________
| (1) | Percentage beneficially owned below is based on 517,941,366 shares of our common stock outstanding on
April 26, 2023. |
| (2) | Based on a Schedule 13G/A filed with the SEC on May 1, 2023, for which Kennerman Associates, Inc. d/b/a
Kershner Grosso & Co. has shared dispositive power and includes shares of various investment advisory clients and shares held by Christopher
Grosso, a principal of Kennerman Associates, Inc. d/b/a Kershner Grosso & Co. and our Chairman of the Board. |
| (3) | Includes (i) 98,872,652 shares beneficially held by trusts for the benefit of Mr. McCormack’s family
members, and (ii) 7,000,000 shares issuable upon conversion of our Series C Convertible Redeemable Preferred Stock (the “Series
C Preferred Stock”). |
| (4) | Includes 1,750,000 shares subject to stock options currently exercisable or exercisable within 60 days
April 26, 2023. |
| (5) | Includes (i) 4,500,000 shares subject to stock options currently exercisable or exercisable within 60
days April 26, 2023, and (ii) 5,040,000 shares issuable upon conversion of our Series C Preferred Stock, and (ii) 3,658,928 shares beneficially
held by family members. Excludes 170,086,913 shares of common stock owned by various investment advisory clients of Kennerman Associates,
Inc. d/b/a Kershner Grosso & Co. |
| (6) | Includes 6,000,000 shares subject to stock options currently exercisable or exercisable within 60 days
April 26, 2023. |
| (7) | Includes 765,000 shares subject to stock options currently exercisable or exercisable within 60 days
April 26, 2023. |
| (8) | Includes an aggregate of (i) 13,015,000 shares subject to stock options currently exercisable or exercisable
within 60 days of April 26, 2022, and (ii) 5,040,000 shares issuable upon conversion of our Series C Preferred Stock. |
Equity Compensation Plan Information
We currently maintain two equity compensation plans
that provide for the issuance of our common stock to officers and other employees, directors and consultants: our Amended and Restated
Employee Stock Purchase Plan (ESPP) and our 2015 Plan. Each of our equity compensation plans were previously approved by our shareholders.
The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans
as of December 31, 2022:
| |
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights |
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights |
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a)) |
| Equity compensation plans approved by shareholders |
24,993,500 |
$0.06 |
31,942,544 (1) |
| Equity compensation plans not approved by shareholders |
— |
— |
— |
| Total |
24,993,500 |
$0.06 |
31,942,544 (1) |
______________
| (1) | Includes 29,401,134 shares available for issuance under the 2015 Plan and 2,541,410 shares available
for issuance under our ESPP. Shares available for issuance under the 2015 Plan may be granted in the form of stock options, stock awards,
restricted stock awards, restricted stock units, stock appreciation rights or any other form of equity compensation approved by the Board
or the Compensation Committee. |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our officers and directors and
persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership and changes in
ownership with the SEC. To our knowledge, based solely on a review of the copies of such reports filed with the SEC and written representations
furnished to us that no other reports were required, we believe that all reports of our officers, directors and persons who beneficially
own more than 10% of our common stock required under Section 16(a) were timely filed during the year ended December 31, 2022,
except for:
| · | one late Form 4 for Steve Laflin related to an annual equity award and
related tax withholding on February 23, 2022, filed on May 1, 2023; and |
| · | one late Form 4 for Christopher Grosso related to a purchase by the Dianne Grosso
Credit Shelter Trust on November 15, 2022, filed on December 7, 2022. |
Item 13. Certain Relationships and Related Transactions,
and Director Independence
The following is a description of transactions to
which we were a party since December 31, 2022 in which the amount involved exceeded or will exceed $120,000, and in which any of our executive
officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof,
had or will have a direct or indirect material interest.
Related Person Transactions
2018 Promissory Note
In April 2018, we borrowed $120,000 from our Chief
Executive Officer (Mr. Laflin) and Chairman of the Board (Mr. Grosso) pursuant to a promissory note (the “2018 Promissory Note”).
The 2018 Promissory Note accrues interest at 6% per annum, which is payable upon maturity of the 2018 Promissory Note. The 2018 Promissory
Note was originally unsecured and originally matured on August 1, 2018. At any time, the holder of the 2018 Promissory Note may elect
to have any or all of the principal and accrued interest settled with shares of our common stock based on the average price of the shares
over the previous 20 trading days. Pursuant to an amendment to the 2018 Promissory Note in June 2018, the maturity date was extended to
March 31, 2019 with all other provisions remaining unchanged. Pursuant to a second amendment to the 2018 Promissory Note in February 2019,
the maturity date was extended to July 31, 2019 with all other provisions remaining unchanged. Pursuant to a third amendment to the 2018
Promissory Note in July 2019, the maturity date was extended to January 31, 2020 with all other provisions remaining unchanged. Pursuant
to a fourth amendment to the 2018 Promissory Note in December 2019, the maturity date was extended to December 31, 2021, and the note
was modified to become secured by company assets, with all other provisions remaining unchanged. In December 2021, the 2018 Promissory
Note was further modified to extend the maturity date to December 31, 2023, with all remaining terms unchanged. At December 31, 2022,
accrued interest on the note totaled $33,770.
2019 Promissory Note
In December 2019, we entered into a promissory note
agreement with our Chief Executive Officer (Mr. Laflin), Chairman of the Board (Mr. Grosso), and two significant stockholders of the Company
(the “2019 Promissory Note”). The 2019 Promissory Note authorizes us to borrow up to $1,000,000. As of December 31, 2019,
we borrowed $675,000 under the 2019 Promissory Note; the remaining $325,000 was borrowed in February 2020. The 2019 Promissory Note is
secured and bears interest at 4% per annum and has a maturity date of December 31, 2022. According to the terms of the 2019 Promissory
Note, at any time, a holder of the 2019 Promissory Note may elect to have any or all of the principal and accrued interest settled with
shares of our common stock based on the average price of the shares over the previous 20 trading days. In connection with the 2019 Promissory
Note, the lenders were issued warrants totaling 30,000,000 Class O Warrants to purchase shares of our common stock at $0.045 per share.
The Class O Warrants are exercisable at an exercise price of $0.045 per share and have a term of five years. In December 2022, the 2019
Promissory Note was modified to extend the maturity date to December 31, 2024, with all remaining terms unchanged. At December 31, 2022,
accrued interest on the 2019 Promissory Note totaled $119,131.
2021 Promissory Note
In April 2021, we borrowed $250,000 from our Chief
Executive Officer and Chairman of the Board pursuant to a promissory note (the “2021 Promissory Note”). The 2021 Promissory
Note accrued interest at 6% per annum, which was payable upon maturity of the 2021 Promissory Note. The 2021 Promissory Note was originally
secured and was to mature on December 31, 2022. At any time, the holders of the 2021 Promissory Note were able to elect to have any or
all of the principal and accrued interest settled with shares of our common stock at a conversion price of $0.11 per share. On March 31,
2022, we repaid the 2021 Promissory Note in full. The payment included $250,000 in principal and $14,500 in interest.
Policy on Transactions with Related Persons
The full Board reviews and approves any business transactions
in which related persons may have an interest. In determining whether to approve or ratify any such transaction, the Board considers,
in addition to other factors it deems appropriate, whether the transaction is on terms no less favorable to us than those involving unrelated
parties. All transactions disclosed above were reviewed and approved in accordance with the policy
set forth above.
Director Independence
The Board has determined that each of our current
directors and nominees, other than Steve T. Laflin, is “independent” under listing rules of The Nasdaq Stock Market (“Nasdaq”).
Mr. Laflin is not considered independent because he currently serves as our President and Chief Executive Officer. Furthermore,
the Board has determined that none of the members of either of our standing committees has a material relationship with us (either directly,
through a family member or as a partner, executive officer or controlling shareholder of any organization that receives or makes payments
from or to us) and each is “independent” within the meaning of Nasdaq’s director independence standards under Nasdaq
listing rules.
The
Audit Committee is comprised of two members, Christopher Grosso and Dr. Robert Atcher, with Mr. Grosso serving as the chairman. Each of
Mr. Grosso and Dr. Atcher is an “independent” director for audit committee service under Nasdaq listing rules and applicable
SEC rules and regulations. The Compensation Committee is comprised of two members, Christopher Grosso and Dr. Robert Atcher, with
Mr. Grosso serving as the chairman.
Item 14. Principal Accountant Fees and Services
Independent Registered Public Accounting Firm Fees
The following table presents fees billed or to be billed by Haynie &
Company for the audit of our consolidated financial statements and for other services provided in the years ended December 31, 2022
and 2021. All of these services and fees were pre-approved by the audit committee.
|
Services Rendered |
2021 |
|
2022 |
| Audit Fees(1) |
$107,030 |
|
$107,904 |
| Audit-Related Fees |
— |
|
— |
| Tax Fees |
— |
|
— |
| All Other Fees |
— |
|
— |
| Total |
$107,030 |
|
$107,904 |
______________
(1) For professional services for auditing our annual financial statements
and reviewing the financial statements included in our other periodic reports filed with the SEC.
Pre-Approval Policies and Procedures
The Audit Committee is required to pre-approve all
audit and non-audit services provided by our independent registered public accounting firm. The Audit Committee approved the Haynie &
Company to provide audit services and pre-approved all of the services and fees of our independent registered public accounting firms
for 2021 and 2022.
