SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	14. SUBSEQUENT EVENTS The Company has evaluated events and transactions subsequent to December 31, 2022 through the date the consolidated financial statements were issued. Outside of the items noted below, there are no other events to report other than what has been disclosed in the consolidated financial statements. Factoring and Security Agreement Effective March 27, 2023, we entered into a Factoring and Security Agreement (the “Factoring Agreement”) with Culain Capital Funding, LLC (“Culain”) for the purpose of factoring certain of our accounts receivable. Under the terms of the Factoring Agreement, we may offer for sale, and Culain may purchase in its sole discretion, certain accounts receivable of ours (the “Purchased Receivables”), which are payable directly by Culain, subject to certain repurchase obligations we have. The Factoring Agreement provides for a maximum of $2,000,000 in Purchased Receivables. Upon purchase of a Purchased Receivable, Culain will pay us 85% of the amount of the Purchased Receivable and the balance (less fees) is paid to us upon collection of the Purchased Account by Culain. Culain’s fee for each Purchased Receivable is based on an initial discount rate of one and twenty-five hundredths percent (1.25%) of the Gross Amount or Net Amount (as such term is defined in the Factoring Agreement) of a Purchased Receivable, as applicable, used to determine the initial payment with respect to such Purchased Receivable for a period of 30 days (the “Fixed Discount Period “) followed by variable fees calculated as a daily percentage rate equal to forty-two thousandths percent (0.042%), commencing on the first (1st) calendar day after the end of the Fixed Discount Period with respect to such Purchased Receivable and other miscellaneous fees. We may also be required to repurchase uncollectible Purchased Receivables or upon default for an amount equal to the then-unpaid face amount due on any such accounts. Our obligations under the Factoring Agreement are secured by a continuing security interest in all of our assets, properties, and rights, wherever located, whether owned as of the date of the Factoring Agreement or subsequent thereto including but not limited to our present and future accounts receivable and all chattel paper, instruments, general intangibles, securities, contract rights, insurance, proceeds, property rights and interests associated therewith, as well as all equipment, inventory and deposit accounts as more fully described in the Factoring Agreement, in order to secure our payment and performance obligations to Culain under the Factoring Agreement. The Factoring Agreement has an initial term of 12 months and automatically renews for successive 12-month renewal periods unless terminated pursuant to the terms of the Factoring Agreement. We may terminate the Factoring Agreement at the end of the initial term upon 60 days’ notice and payment of an early termination fee, which is equal to the Purchased Receivable Limit of $2.0 million multiplied by one and twenty-five hundredths percent (1.25%). The Factoring Agreement contains covenants that are customary for accounts receivable-based factoring agreements and also contains provisions relating to events of default that are customary for agreements of this type. The foregoing summary of the Factoring Agreement is qualified in its entirety by reference to the Factoring Agreement, a copy of which is filed as Exhibit 10.15 to this Annual Report on Form 10-K for the year ended December 31, 2022.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2022

14. SUBSEQUENT EVENTS

The Company has evaluated events and transactions subsequent to December 31, 2022 through the date the consolidated financial statements were issued. Outside of the items noted below, there are no other events to report other than what has been disclosed in the consolidated financial statements.

Factoring and Security Agreement

Effective March 27, 2023, we entered into a Factoring and Security Agreement (the “Factoring Agreement”) with Culain Capital Funding, LLC (“Culain”) for the purpose of factoring certain of our accounts receivable. Under the terms of the Factoring Agreement, we may offer for sale, and Culain may purchase in its sole discretion, certain accounts receivable of ours (the “Purchased Receivables”), which are payable directly by Culain, subject to certain repurchase obligations we have. The Factoring Agreement provides for a maximum of $2,000,000 in Purchased Receivables. Upon purchase of a Purchased Receivable, Culain will pay us 85% of the amount of the Purchased Receivable and the balance (less fees) is paid to us upon collection of the Purchased Account by Culain.

Culain’s fee for each Purchased Receivable is based on an initial discount rate of one and twenty-five hundredths percent (1.25%) of the Gross Amount or Net Amount (as such term is defined in the Factoring Agreement) of a Purchased

Receivable, as applicable, used to determine the initial payment with respect to such Purchased Receivable for a period of 30 days (the “Fixed Discount Period “) followed by variable fees calculated as a daily percentage rate equal to forty-two thousandths percent (0.042%), commencing on the first (1st) calendar day after the end of the Fixed Discount Period with respect to such Purchased Receivable and other miscellaneous fees. We may also be required to repurchase uncollectible Purchased Receivables or upon default for an amount equal to the then-unpaid face amount due on any such accounts.

Our obligations under the Factoring Agreement are secured by a continuing security interest in all of our assets, properties, and rights, wherever located, whether owned as of the date of the Factoring Agreement or subsequent thereto including but not limited to our present and future accounts receivable and all chattel paper, instruments, general intangibles, securities, contract rights, insurance, proceeds, property rights and interests associated therewith, as well as all equipment, inventory and deposit accounts as more fully described in the Factoring Agreement, in order to secure our payment and performance obligations to Culain under the Factoring Agreement.

The Factoring Agreement has an initial term of 12 months and automatically renews for successive 12-month renewal periods unless terminated pursuant to the terms of the Factoring Agreement. We may terminate the Factoring Agreement at the end of the initial term upon 60 days’ notice and payment of an early termination fee, which is equal to the Purchased Receivable Limit of $2.0 million multiplied by one and twenty-five hundredths percent (1.25%).

The Factoring Agreement contains covenants that are customary for accounts receivable-based factoring agreements and also contains provisions relating to events of default that are customary for agreements of this type.

The foregoing summary of the Factoring Agreement is qualified in its entirety by reference to the Factoring Agreement, a copy of which is filed as Exhibit 10.15 to this Annual Report on Form 10-K for the year ended December 31, 2022.