Note 16 - Subsequent Events |
6 Months Ended |
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Jun. 30, 2025 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] |
16. Subsequent Events
On July 6, 2025, the Company and YA II PN, Ltd. (“Yorkville”) entered into a sixth Omnibus Amendment to Transaction Documents, effective as of June 30, 2025 (the “Sixth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and certain convertible debentures previously issued by the Company. Pursuant to the Sixth Omnibus Amendment, the parties also agreed to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to August 1, 2025.
Pursuant to the Seventh Omnibus Amendment, the parties agreed to extend the maturity date from August 1, 2025 to September 1, 2025 for the four convertible debentures previously issued by the Company, including the (1) Convertible Debenture issued on December 7, 2022 in the original principal amount of $11.1 million (“Debenture SEV-1”), (2) Convertible Debenture issued on December 8, 2022 in the original principal amount of $10.0 million (“Debenture SEV-2”), (3) Convertible Debenture issued on December 20, 2022 in the original principal amount of $10.0 million (“Debenture SEV-3”), and (4) Convertible Debenture issued on February 5, 2024 in the original principal amount of $4,317,600 (“Debenture SEV-4,” and collectively with Debenture SEV-1, Debenture SEV-2, and Debenture SEV-3, the “Maturing Debentures”).
Pursuant to the Seventh Omnibus Amendment, the parties also agreed to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to September 1, 2025.
Pursuant to the Eighth Omnibus Amendment, the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $190,000 in the form of a secured convertible debenture in the aggregate principal amount of $190,000 (the “Fifth Debenture”). As previously disclosed, a prior advance of $1,000,000 was funded on February 12, 2025 in connection with the First Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $1,000,000 (the “First Debenture”), a second advance was funded on March 25, 2025 in connection with the Third Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $1,000,000 (the “Second Debenture”), a third advance was funded on April 24, 2025 in connection with the Fourth Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $500,000 (the “Third Debenture”) and a fourth advance was funded on May 26, 2025 in connection with the Fifth Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $750,000 (the “Fourth Debenture” and together with the First Debenture, the Second Debenture, the Third Debenture and the Fifth Debenture, the “Advance Debentures”). As a result of the issuance of the Advance Debentures, and pursuant to the Eighth Omnibus Amendment, the Debenture to be issued to Yorkville, upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement, will have an aggregate principal amount of $1,560,000. Under the terms of the Eighth Omnibus Amendment, Debenture 6 (as defined in the Exchange Agreement), will collectively consist of the Debenture and the Advance Debentures for purposes of the transactions contemplated by the Exchange Agreement.
The Fifth Debenture will mature on August 6, 2026, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the Fourth Debenture at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default (as defined in the Fifth Debenture) for so long as such Event of Default remains uncured. Yorkville will have the right to convert the Fifth Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $18.75 or (ii) 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Conversion Date”); provided that the Variable Conversion Date may not be lower than the Floor Price (as defined in the Fifth Debenture) then in effect or the nominal value of one Ordinary Share. Net proceeds to the Company from the Fifth Debenture were $190,000.
On August 15, 2025, the Company and Yorkville entered into a ninth Omnibus Amendment to Transaction Documents (the “Ninth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and certain convertible debentures previously issued by the Company.
Pursuant to the Ninth Omnibus Amendment, the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of EUR300,000 ($350,540 at conversion rate of 1.1685) in the form of a secured convertible debenture in the aggregate principal amount of $350,540 (the “Sixth Debenture”). As a result of the issuance of the Sixth Debenture and the Advance Debentures, and pursuant to the Ninth Omnibus Amendment, the Debenture to be issued to Yorkville, upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement, will have an aggregate principal amount of $1,209,460. Under the terms of the Ninth Omnibus Amendment, Debenture 6 (as defined in the Exchange Agreement), will collectively consist of the Debenture, the Sixth Debenture and the Advance Debentures for purposes of the transactions contemplated by the Exchange Agreement.
The Sixth Debenture will mature on August 15, 2026, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the Fourth Debenture at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default (as defined in the Fifth Debenture) for so long as such Event of Default remains uncured. Yorkville will have the right to convert the Fifth Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $18.75 or (ii) 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Conversion Date”); provided that the Variable Conversion Date may not be lower than the Floor Price (as defined in the Fifth Debenture) then in effect or the nominal value of one Ordinary Share. Net proceeds to the Company from the Fifth Debenture were $350,540.
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