ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

ACCRUED LIABILITIES

NOTE 4 – ACCRUED LIABILITIES

Accrued liabilities as of June 30, 2023 and December 31, 2022 consist of the following (in thousands):

	June 30, 2023		December 31, 2022
Accrued interest – third parties	$	–	$	1,436
Accrued payroll		429		311
Accrued residuals		36		31
Anti-dilution provision		72		72
Other		41		20
Total accrued liabilities	$	578	$	1,870

Accrued Residuals

The Company pays commissions to independent agents ("Channel Partners") which refer merchant accounts. The amounts payable to Channel Partners is based upon a percentage of the amounts processed on a monthly basis by these merchant accounts.

Anti-dilution Provision

The agreement between the Company and Infinios, formerly NEC Payments B.S.C., has an anti-dilution provision. To remain in compliance, the Company accrued 73,848 shares of its common stock at $17.46 per share for a total value of $1.3 million as of December 31, 2021. Further, in connection with the capital raise discussed in Note 1, the Company issued an additional 378,109 shares of its common stock at $2.20 per share for a value of $832 thousand or a total value of $2.1 million. The 451,957 total shares were issued in May 2022. The anti-dilution provision expired in January 2023.

Further, in connection with the shares to be issued as part of the HotHand acquisition, and to be in compliance with its anti-dilution provision with Infiinios, the Company accrued an additional 39,706 shares of its common stock at $1.81 per share for a total of $72 thousand. The shares have not been issued to Infinios as of June 30, 2023.