Form 8-K

8-K — Gyrodyne, LLC

Accession: 0001437749-26-026570

Filed: 2026-08-07

Period: 2026-08-03

CIK: 0001589061

SIC: 6512 (OPERATORS OF NONRESIDENTIAL BUILDINGS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — gyrllc20260807_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ex_1001092.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: gyrllc20260807_8k.htm · Sequence: 1

gyrllc20260807_8k.htm

false

0001589061

2026-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 3, 2026

GYRODYNE, LLC

(Exact name of Registrant as Specified in its Charter)

New York

001-37547

46-3838291

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification No.)

ONE FLOWERFIELD

SUITE 24

ST. JAMES, New York 11780

(Address of principal executive

offices) (Zip Code)

(631) 584-5400

Registrant’s telephone number,

including area code

N/A

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares of Limited Liability Company Interests

GYRO

Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2026, Gyrodyne, LLC, a New York limited liability company (the “Company” “we” and “us”), and Peter Pitsiokos, our Chief Operating Officer, executed a Separation Agreement dated August 3, 2026 (the “Separation Agreement”) with respect to the termination of Mr. Pitsiokos’ employment with the Company effective October 2, 2026 (the “Termination Date”).

Pursuant to the Separation Agreement, we agreed to pay Mr. Pitsiokos his base salary through the Termination Date, as well as a six-months’ severance payment of $100,000, as required by the terms of Mr. Pitsiokos’ employment agreement for terminations without cause. Also under the Separation Agreement, Mr. Pitsiokos agreed to certain standard confidentiality and non-disparagement obligations and to deliver a general release to the Company (the “Release”) following the Termination Date. The $100,000 severance amount will be paid in a single lump sum within three business days following the later of the effective date of the Separation Agreement and the effective date of the Release.

Following the Termination Date, the Company will have one full-time employee remaining to oversee the Company's efforts to seek entitlements, market and sell its remaining properties, and wind up its affairs through the completion of the liquidation. The Company expects the termination of Mr. Pitsiokos' employment will result in approximately $620,000 of savings over the remaining liquidation timeline, which the Company currently expects to be completed by the end of 2028.

The description of the Separation Agreement above is not complete and is qualified in its entirety by the full text of the Separation Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference into this Item 5.02 in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

10.1*

Separation Agreement dated August 3, 2026, by and between Gyrodyne, LLC and Peter Pitsiokos.

104

Cover page Interactive Data File (formatted as Inline XBRL document)

* Filed herewith.

Forward-Looking Statement Safe Harbor

The statements made in this Current Report on Form 8-K and other materials the Company has filed or may file with the SEC, in each case that are not historical facts, contain "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, which can be identified by the use of forward-looking terminology such as "may," "will," "anticipates," "expects," "projects," "estimates," "believes," "seeks," "could," "should," or "continue," the negative thereof, and other variations or comparable terminology as well as statements regarding the evaluation of strategic alternatives and liquidation contingencies. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties include, but are not limited to, risks and uncertainties generally relating to our efforts to enhance the values of our remaining properties and seek the orderly, strategic sale of such properties as soon as reasonably practicable, the Company’s efforts to secure additional capital to properly fund operations through the end of 2028 absent sufficient working capital raised through the combination of property sales or the modification of its existing credit facilities and or new credit facilities, risks associated with the Article 78 Proceeding against the Company and any other litigation that may develop in connection with our efforts to enhance the value of and sell our properties, risks relating to our national marketing campaign led by JLL for the sale of our Flowerfield and Cortlandt Manor properties, risks associated with our purchase and sale agreement with B2K (and future purchase and sale agreements for our remaining properties that may be contingent on years-long regulatory contingencies) in light of our financial condition, risks relating to the recent termination of employment of our Chief Operating Officer and the Company's resulting reliance on a single full-time employee to complete the entitlement, marketing, sale and liquidation process, community activism risk, proxy contests and other actions of activist shareholders, regulatory enforcement risk, risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, the potential residual effects of the COVID-19 pandemic, lingering risks relating to the 2023 banking crisis and closure of two major banks (including one with whom we indirectly had a mortgage loan which the FDIC transferred in December 2023 to a new holder following the banks closure), ongoing inflation risk, ongoing interest rate uncertainty, recession uncertainty and supply chain constraints or disruptions and other risks detailed from time to time in the Company’s SEC reports. These and other matters the Company discusses in this Current Report on Form 8-K may cause actual results to differ from those the Company describes.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GYRODYNE, LLC

By:

/s/ Gary Fitlin

Gary Fitlin

President, Chief Executive Officer, Chief Financial Officer and Treasurer

Date: August 7, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ex_1001092.htm · Sequence: 2

ex_1001092.htm

Exhibit 10.1

GYRODYNE, LLC

1 Flowerfield, Ste 24

St. Jame, New York 11780

631-584-5400

August 3, 2026

By Email (Ppitsiokos@Gyrodyne.com)

Peter Pitsiokos

9067 Valmont Lane

Scottsville, VA 24590

Dear Mr. Pitsiokos:

This Agreement sets forth our mutual agreement and understanding with respect to the termination of your employment with Gyrodyne, LLC (“Gyrodyne” or the “Company”) on mutually agreeable terms as set forth below. You and the Company agree that this Agreement represents the sole and complete agreement concerning your separation from employment with Gyrodyne.

Last Day of Employment. Your last day of employment will be October 2, 2026 (based on 60 days notice given today pursuant to your employment agreement) (“Termination Date”). You will continue to receive your regular compensation and benefits through and including October 2, 2026.

Return of Property. On or before October 2, 2026, you must return any and all Company property including, but not limited to, documents, computer files, credit cards, laptop computers, and access keys within your possession or control. You have provided Gyrodyne with a list of login and password information used in the course of your employment with the Company. You represent and agree that you will not keep copies of the Company’s property, its documents or any of its confidential information.

Separation Payments. Providing that you sign and do not revoke the letter and the Separation and Release Agreement (“Release”) attached hereto as Exhibit A, within such time period as ensures that the Release is effective and irrevocable following the Termination Date, you shall receive payment in the amount of One Hundred Thousand Dollars (“$100,000”) (“The Separation Amount”) which is the equivalent of six months of severance at your current rate of pay. The Separation Amount will be paid in a single lump sum of One Hundred Thousand Dollars ($100,000) within three (3) business days following the later of the Effective Date of this letter or the Effective Date of the Release (Exhibit A). Taxes and other withholding amounts, as required by law, will be deducted from all payments to you. If you do not execute, or if you revoke, the Release, you will not receive the Separation Payments. For clarity, you may not execute the Release prior to the day after your Termination Date. You will have a 21 day review period after your last day of employment on October 2, 2026, to sign the Release, and will have a 7 day period to revoke the Release, in accordance with the provisions of the Release.

Retention Bonus Plan. Notwithstanding any provisions in this Agreement to the contrary, you shall be entitled to receive, pursuant to Section 2 of the Company’s Amended and Restated Retention Bonus Plan, as further amended through the date hereof (the “Retention Plan”), a Bonus Payment (as defined in the Retention Plan) under the Retention Plan, provided all conditions to such payment under the Retention Plan are satisfied, including the requirements that a sale of a Property (as defined in the Retention Plan) occurs no later than three (3) years following the date of your separation from service with Gyrodyne, and that a Property is sold at an internal rate of return equal to at least 4% of the value of the Property, as determined under the annual appraisals obtained as of the Valuation Date (as defined in the Retention Plan). Bonus payment, if any, shall be paid in accordance to, and subject to the terms of the Retention Plan, including its provisions intended to ensure compliance with, or exemption from Section 409A of the Code.

Benefits. Your employee benefits (including medical, vision, dental, short-term disability insurance) shall end on October 2, 2026. After your Company-provided benefits end, you may continue medical and hospitalization insurance coverage pursuant to a federal law known as COBRA. You received information on COBRA in an email and separate mailing.

References. The Organization will respond to any questions about your employment with or separation from Gyrodyne by confirming your title and dates of employment.

Acknowledgments. You understand and agree that WITHOUT THIS AGREEMENT, you would not otherwise be entitled to the payments and benefits specified in paragraphs 3 of this Agreement. Further, by signing this Agreement, you agree that: (a) you are not entitled to any other payments and/or benefits that are not specifically listed in this Agreement; (b) you have received all compensation and benefits from the Company to which you were entitled under the Fair Labor Standards Act (FLSA) and/or New York Labor Law; and (c) you took or were provided the opportunity to take all leave and receive all benefits which you were entitled to take or receive.

Confidential Information. You agree that you shall not publish, use or disclose Confidential Information to any entity, organization or person. “Confidential Information” means any and all information, whether written or verbal, (other than information that is public knowledge or readily available to the public), which relates to the Company’s operations, computer software data, documentation, processes, business plans, purchasing, trade secrets, or finances, including, but not limited to, the following: (a) financial information and data; (b) information pertaining to personnel and compensation; (c) marketing plans and related information; (d) the names, addresses, contact information and practices of clients, brokers, carriers, vendors, suppliers, and referral sources; (e) business methods, techniques, plans, computer programs and files, know-how, improvements, trade secrets, concepts or writings; (f) any data relating to business contacts, vendor lists or supplier matters; (g) any technical data, marketing and business data, pricing and cost information, business, real estate, and marketing plans; (h) any information that the Company has received from a third-party and is obligated to treat as confidential; (i) all other confidential information of, about, or concerning the Company; and (j) all analyses, compilations, forecasts, studies and other documents by whomsoever prepared which contain any of the foregoing information or data. If Confidential Information is required to be produced by law, court order, or governmental authority, you must immediately notify the Company of that obligation, and disclose only that part of the Confidential Information that is advised by counsel that you are legally required to furnish. The Company may, at its sole expense, move the ordering court or authority for a protective order or other appropriate relief. Nothing in this Agreement prohibits or restricts you (or your attorney) from initiating communications with, responding to an inquiry from, providing testimony before, or otherwise participating in any investigation or proceeding conducted by the Securities and Exchange Commission (SEC), any other self-regulatory organization, or any other federal or state regulatory authority regarding this Agreement or its underlying facts or circumstances or a possible securities law violation.

No Claims Filed. As a condition of Gyrodyne entering into this Agreement, you represent that you have not filed any claim against the Company or any of the Releasees relating to your employment, your separation from employment or otherwise.

10.

Confidentiality. You agree that the terms of this Agreement are CONFIDENTIAL. You agree not to tell anyone about this Agreement and not to disclose any information contained in this Agreement to anyone, other than your lawyer, financial advisor or immediate family members. If you do tell your lawyer, financial advisor or immediate family members about this Agreement or its contents, you must immediately tell them that they must keep it confidential as well. Nothing in this Agreement in any way is intended to restrict or impede you from disclosing information about possible securities law violations to the SEC or exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

11.

No Negative Statements. You agree not to make any negative, disparaging, or defamatory statements, whether in writing, orally, through social media or on any internet-based platform or venue, about Gyrodyne or the Releasees, or their financial status, or which damages them in any of their business relationships. This Section does not in any way restrict or impede you from exercising protected rights to the extent that such rights cannot be waived by agreement, including the right to report possible securities law violations to the SEC, without notice to the Company, and rights under the National Labor Relations Act (NLRA), including the right to file unfair labor practice (ULP) charges or participate, assist, or cooperate in ULP investigations, and rights under New York law.

12.

Non-admission of Wrongdoing. By entering into this Agreement, neither you nor Gyrodyne and the Releasees admit any wrongdoing or violation of law.

13.

Changes to the Agreement. This Agreement may not be changed unless the changes are in writing and signed by you and an authorized representative of the Company.

14.

Jurisdiction and Applicable Law. This Agreement shall be subject to and governed by the laws of the State of New York. The parties in any action arising out of this Agreement shall be subject to the jurisdiction and venue of federal, state and local courts, as applicable, in the County of Suffolk, and all such claims shall be adjudicated by a judge sitting without a jury.

15.

Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon Gyrodyne, its successors, and permitted assigns. This Agreement shall also inure to the benefit of and be binding upon you and your heirs, executors, administrators, representatives, successors, and assigns.

16.

No Third Party Beneficiaries. Nothing contained in this Agreement, whether express or implied, is intended, or shall be deemed, to create or confer any right, interest, or remedy for the benefit of any person other than as otherwise provided in this Agreement.

17.

Entire Agreement. This Agreement and Exhibit A contains the entire agreement between you and the Company relating to your employment and end of your employment and replaces any prior agreements or understandings between you and the Company relating to your employment and the end of your employment with the Company.

18.

Section 409A. The intent of the Parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, together with the Treasury Regulations promulgated thereunder (hereinafter the “Code”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Further, any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if you are considered a “specified employee” for purposes of Section 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A, to avoid the application of Section 409A to amounts payable hereunder, payment of such amounts shall be delayed as required by Section 409A, and the accumulated amounts shall be paid in a lump sum payment after the end of the six-month period. If you die during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A shall be paid to the personal representative of your estate within 60 days after the date of your death. To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to you under this Agreement shall be paid to you on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to you) during one year may not affect amounts reimbursable or provided in any subsequent year.

Very truly yours,

Gyrodyne, LLC

By:

/s/ Gary Fitlin

Gary Fitlin

Agreed and Accepted:

/s/ Peter Pitsiokos

August 7, 2026

Peter Pitsiokos

Date

Exhibit A

SEPARATION AND GENERAL RELEASE

In exchange for the payments described in the Agreement dated August 3, 2026 (“Agreement”), and specifically the payments and benefits specified in paragraph 3, on behalf of myself (and my heirs, successors and assigns), I hereby release Gyrodyne, LLC (“Gyrodyne”), and any and all of its respective affiliates, divisions, and each of its respective officers, councilors, managers, attorneys, employees, members, agents, successors and assigns (hereinafter collectively “Releasees”), from ANY AND ALL CLAIMS I may have, known or unknown, related to my employment or my separation from employment, from the beginning of time through the date that the Agreement and this Release become effective.

I understand and agree that I am RELEASING Gyrodyne, and its respective officers, managers, members, attorneys, employees, agents, successors and assigns, as well as their respective heirs, successors and assigns (hereinafter collectively "Released Parties"), from ANY AND ALL legal, equitable or other claims, counterclaims, demands, setoffs, defenses, contracts, accounts, suits, debts, agreements, actions, causes of action, sums of money, reckonings, bonds, bills, specialties, covenants, promises, variances, trespasses, damages, extents, executions, judgments, findings, controversies and disputes, and any past, present or future duties, responsibilities, or obligations, existing from the beginning of the world through the date hereof, which are now known or unknown, including but not limited to the following:

any and all such claims or counterclaims alleging or sounding in discrimination, harassment, retaliation, failure to accommodate, breach of contract, breach of any implied covenant of good faith, piercing the corporate veil, whistleblowing, corporate fraud, accounting, tort, defamation, libel, slander, injurious falsehood, public policy, assault, battery, intentional or negligent infliction of emotional distress, attorneys’ fees, indemnification, and all claims for compensatory, punitive, and liquidated damages; and

any and all claims under any and all federal, state or local laws including, but not limited to claims under the fair employment practice laws or other employment related laws of the United States, New York and all jurisdictions, states, municipalities and localities, including, but not limited to Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§2000e et seq., the Civil Rights Act of 1991, the Age Discrimination in Employment Act, 29 U.S.C. §§621-634, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. §§ 2601 et seq., the Civil Rights Act of 1866, 42 U.S.C. §§1981, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq., the Sarbanes Oxley Act of 2002, the National Labor Relations Act, 29 U.S.C. § 151, et seq., the Fair Labor Standards Act, 29 U.S.C. §201, et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001-1461, New York Labor Law, the New York State Human Rights Law, the New York Executive Law §290 et seq., and the New York Workers’ Compensation Law; and

any and all claims under all other employee relations, labor, corporate and commercial statutes, executive orders, laws, rules and/or regulations; and

any and all claims for wages, bonuses, commissions, vacation pay, employee fringe benefits, reimbursement of expenses, monetary and/or equitable relief, punitive and compensatory relief, and/or attorneys’ fees and/or costs.

By signing this Release, I acknowledge that:

I have carefully read, and understand, this Release;

I have been given twenty-one (21) days to consider my rights and obligations under this Release and to consult with an attorney;

Gyrodyne advised me to consult with an attorney and/or any other advisors of my choice before signing this Release;

I understand that this Release is LEGALLY BINDING and by signing it I give up certain rights;

I have voluntarily chosen to enter into this Release and have not been forced or pressured in any way to sign it;

I KNOWINGLY AND VOLUNTARILY RELEASE Gyrodyne, and any and all of its respective affiliates, divisions, and each of its respective officers, councilors, managers, attorneys, employees, members, agents, successors and assigns, from any and all claims you may have, known or unknown, in exchange for the payments and benefits I have obtained by signing, and that these payments and benefits are in addition to any benefit I would have otherwise received if I did not sign the Agreement and this Release;

the General Release in this Release includes a WAIVER OF ALL RIGHTS AND CLAIMS I may have under the Age Discrimination in Employment Act of 1967 (29 U.S.C. §621 et seq.); and

this Release does not waive any rights or claims that may arise after this Release is signed and becomes effective, which is eight (8) days after I sign it.

I understand that I must sign and return this Release to Gary Fitlin, 1 Flowerfield #24, St. James, NY 11780, gfitlin@gyrodyne.com, no sooner than October 3, 2026 and no later than October 23, 2026.

I understand that I have seven (7) days from the date I sign this Agreement to change my mind. If I change my mind, I understand that I must send written notice of my decision to Gary Fitlin, 1 Flowerfield #24, St. James, NY 11780, gfitlin@gyrodyne.com, so that he RECEIVES my revocation no later than the eighth (8th) day after I originally sign this Release. I understand that Gyrodyne will not be required to provide the payments and benefits set forth in paragraph 3 of the Agreement unless the Agreement and this Release become effective.

This Agreement may be executed in two or more counter-parts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be delivered by facsimile or electronic transmission.

Read, Accepted and Agreed:

Peter Pitsiokos Date

STATE OF ___________ )

: ss.:

COUNTY OF ________ )

On the _____ day of ______, 2026 before me personally came Peter Pitsiokos to me known and known to me to be the individual described in, and who executed, the above Agreement, and duly acknowledged to me that he executed the same.

Sworn to before me on this

____ day of ______________, 2026

_________________________

Notary Public

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Document And Entity Information

Aug. 03, 2026

Document Information [Line Items]

Entity, Registrant Name

GYRODYNE, LLC

Document, Type

8-K

Document, Period End Date

Aug. 03, 2026

Entity, Incorporation, State or Country Code

Entity, File Number

001-37547

Entity, Tax Identification Number

46-3838291

Entity, Address, Address Line One

ONE FLOWERFIELD

Entity, Address, Address Line Two

SUITE 24

Entity, Address, City or Town

ST. JAMES

Entity, Address, State or Province

Entity, Address, Postal Zip Code

11780

City Area Code

631

Local Phone Number

584-5400

Title of 12(b) Security

Common Shares of Limited Liability Company Interests

Trading Symbol

GYRO

Security Exchange Name

NASDAQ

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity, Emerging Growth Company

false

Amendment Flag

false

Entity, Central Index Key

0001589061

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration