Note 20 - Commitments and Contingencies

The Company is not currently a party to any material legal proceedings, investigation or claims. As the Company may, from time to time, be involved in legal matters arising in the ordinary course of its business, there can be no assurance that such matters will not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results of operations of the Company.

In connection with the issuance of the Convertible Notes, the Company entered into a Registration Rights Agreement with the investors. Pursuant to the agreement, the Company is required to file and maintain the effectiveness of a registration statement covering the resale of certain shares of common stock issuable under the financing. The agreement provides for liquidated damages upon the occurrence of certain registration-related events, generally at a rate of 1.5% of the applicable principal amount, subject to the terms and limitations set forth in the agreement. In addition, the Convertible Notes contain certain redemption provisions, including redemption premiums, and the related financing documents provide for a 6% placement-agent commission on future closings.

On April 13, 2020, the Company entered into an agreement with Royal Business Bank (the “Lender”) for a total amount of $175,500, pursuant to a promissory note issued by the Company to the Lender (the “PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). On March 22, 2021, the $175,500 PPP Note due to Royal Business Bank was fully forgiven by the Small Business Administration (“SBA”).

The Company is required to retain PPP loan documentation through 2026 and permit authorized representatives of the SBA to access such files upon request. Should the SBA conduct such a review and reject all or some of the Company’s judgments pertaining to satisfying PPP loan eligibility or forgiveness conditions, the Company may be required to adjust previously reported amounts and disclosures in the consolidated financial statements.