v3.22.2.2
Note 12 - Subsequent Events
9 Months Ended
Sep. 30, 2022
Notes to Financial Statements  
Subsequent Events [Text Block]

12. Subsequent Events

 

On October 6, 2022, the Company had a hearing before the Nasdaq Hearings Panel (the "Panel"), the Company presented its plan to evidence full compliance with NASDAQ'S filing requirement and all other applicable requirements for continued listing on NASDAQ and request an extension of time to do so. The Company is taking definitive steps to evidence compliance with the NASDAQ listing criteria as soon as possible; however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will satisfy the NASDAQ listing criteria within any extension period that may be provided to the Company by the Panel. The Company plans to update the market promptly following receipt of the Panel’s determination after the hearing.

 

On October 11, 2022, the Company was notified by the Staff of NASDAQ that the Company’s common stock would be subject to delisting due to the Company’s non-compliance with the minimum Stockholders' Equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) and non-compliance with Listing Rule 5250(e)(2)(D) regarding notifying Nasdaq of the Company's intention to issue additional shares. Each of these matters serve as an additional and separate basis for delisting the Company’s securities from NASDAQ. The Panel will consider these matters in their decision regarding the Company’s continued listing on NASDAQ. The Company presented its views with respect to these additional deficiencies to the Panel.

 

On October 18, 2022, the Company entered into the Assignment of Promissory Note with Avenue Venture Opportunities Fund, L.P. (" Avenue Venture ") and Silverback Capital Corporation (" Silverback "), pursuant to which, in consideration for a cash payment of $400,000 by Silverback to Avenue Venture, Avenue Venture assigned to Silverback a $400,000 portion (the " Apportioned Note ") of that certain Promissory Note, dated as of April 26, 2021, in the aggregate principal amount of $15 million (the " Partial Assignment " ) issued by the Company to Avenue Venture pursuant to the Loan and Security Agreement, dated as of the even date of the Original Note, by and between the Company and Avenue Venture, as supplemented and amended (the " Loan Agreement "). Pursuant to the Partial Assignment, the Company issued an Amended and Restated Convertible Note due May 1, 2024 (the " A&R Note ") in the principal amount of $400,000 to Silverback as of October 18, 
2022, 
in exchange for the Apportioned Note. The A&R Note bears interest at a variable rate of interest per annum equal to the sum of (i) the greater of (A) the Prime Rate (as defined in the Loan Agreement) and (B) 3.25% plus (ii) 7.74%. Payment of the aggregate principal amount of the A&R Note outstanding together with all accrued interest thereon is due on May 1, 2024 (the " Maturity Date "). Additionally, Silverback has the right to convert, at any time until the Maturity Date, all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into shares of common stock of the Company at a conversion price equal to 75% of the lowest trading price of the Company’s common stock during the 
five-trading 
day period preceding the conversion date inclusive of the conversion date. The Company issued 2,551,000 shares of common stock to Silverback on October 21, 
2022, 
and 1,366,237 shares of common stock to Silverback on November 2, 2022, which represented conversion 
of the
 $400,000 A&R Note.

On October 26, 2022, the Company received a determination from the Panel granting the Company’s request for the continued listing of its common stock on Nasdaq, subject to the Company’s satisfaction of certain interim milestones and, ultimately, the Company’s compliance with all applicable criteria for continued listing on Nasdaq, including the $1.00 bid price and $2.5 million stockholders’ equity requirements as set forth in Nasdaq Listing Rules 5550(a)(1) and 5550(b)(2), respectively, by no later than January 31, 2023. The Company is taking definitive steps to timely evidence compliance with the terms of the Panel’s decision; however, there can be no assurance that it will be able to do so.

On November 1, 2022, the Company entered into a securities purchase agreement (the "Purchase Agreement") with a number of accredited investors to purchase from the Company, in a private placement (the "Private Placement"), (i) an aggregate of 10,200,000 shares (the "PIPE Shares") of the Company’s common stock, par value $0.005 per share (the "Common Stock") and (ii) warrants (the "Warrants") to purchase 20,400,000 shares of Common Stock (the "Warrant Shares") at an exercise price of $0.15, with a term of exercise of five years. Each share of Common Stock was offered with two accompanying Warrants for a combined purchase price of $0.075. The aggregate purchase price for the PIPE Shares and Warrants (collectively, the "Securities") to be sold in the Private Placement is approximately $0.8 million.