v3.26.1
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of these financial statements and determined that there have been no events that have occurred that would require adjustments to its disclosures in the accompanying condensed consolidated financial statements.
Registration Statement
The Company filed a S-8 Registration Statement to register shares of its common stock or securities convertible into or exchangeable for shares of common stock issued pursuant to the 2021 Plan. The S-8 Registration Statement automatically became effective upon filing on August 9, 2021, but the Company suspended use of the S-8 Registration Statement commencing with the Company’s filing of a Notification of Late Filing on Form 12b-25 on August 10, 2022.
Upon the filing of the Form 10-K for the year ended December 31, 2025 on March 31, 2026, the Company became current in its reporting obligations and the S-8 Registration Statement became effective again on April 2, 2026.
SEC Investigation
Subsequent to March 31, 2026, the Company engaged in discussions with the Staff of the SEC regarding a potential resolution of the investigation and, based on available information to date, has recorded a $250,000 liability on the accompanying Condensed Consolidated Balance Sheets. As the Company continues its discussions with the SEC, the amount of the resolution could exceed this accrual. The Company cannot predict whether a resolution with the SEC will be reached, the timing of any such resolution, the duration, or outcome of the SEC investigation, or whether the SEC will bring an enforcement action.
Investment in Private Company
On May 1, 2026, the Company received cash consideration of $1.7 million in connection with the acquisition by a third-party of a privately held company. The Company held an investment in the privately held company of 654,000 shares of common stock as described in Note 6. Investments. As a result of this transaction, the Company will recognize a realized gain of $0.8 million.
Debt Refinance
Entry into a Material Definitive Agreement.
On May 11, 2026, DOOR Systems entered into a revolving credit facility (the “Credit Facility”) with Truist Bank (the “Lender”), providing for borrowing of up to $5.0 million. The Credit Facility matures in May 2028, bears interest at a variable rate equal to one-month term Secured Overnight Financing Rate plus 1.75% per annum. The Credit Facility requires monthly interest-only payments, with all principal due at maturity, and includes customary fees, reporting requirements and events of default.
The Credit Facility is governed by a promissory note (the “Promissory Note”) and related loan documents. To secure the Credit Facility, the Company is required to maintain a minimum cash balance of $5.25 million in a restricted deposit account with the Lender. Borrowing under the Credit Facility is secured by certain cash deposit accounts and/or certificates of deposit of the Company, including all funds held therein.
The Promissory Note contains customary covenants and events of default, including covenants relating to:
delivery of periodic financial reporting to the lender;
maintenance of the lender’s security interest in collateral;
compliance with applicable sanctions, anti-corruption and other laws;
restrictions on certain mergers, liquidations and other fundamental transactions; and
use of loan proceeds for permitted business purposes.
If an event of default exists under the Promissory Note, the Lender will be able to accelerate the maturity of the loan and exercise other rights and remedies. Events of default include, but are not limited to, the following events:
failure to pay any principal or interest within three business days of the due date;
failure to perform or otherwise comply with the covenants and obligations in the Promissory Note, subject, in certain instances, to certain grace periods;
bankruptcy or insolvency events involving the Company; or
any lien or security interest of the Lender in the collateral, or any portion thereof, terminates, fails for any reason to have the priority agreed to by the Lender on the date granted, or becomes unenforceable, unperfected or invalid for any reason.
The foregoing description of the Credit Facility and the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note filed as Exhibits 10.3 to this Quarterly Report on Form 10-Q, each of which is incorporated herein by reference.
Termination of a Material Definitive Agreement
In connection with entering into the Credit Facility, the Company borrowed approximately $4.4 million under the Credit Facility to repay all outstanding principal, accrued interest, and fees under the Loan. Upon repayment, all amounts and other obligations under the Loan Agreement were satisfied, and the Loan Agreement and all commitments thereunder were terminated. No material early termination penalties were incurred.
In connection with the termination of the Loan Agreement, liens and security interests previously granted in favor of Customers Bank will be released subject to customary payoff documentation, including lien releases and UCC termination statements.