ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

ACCRUED LIABILITIES

NOTE 5 – ACCRUED LIABILITIES

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

	December 31, 2023		December 31, 2022
Accrued interest – third parties	$	–	$	1,436
Accrued payroll		189		311
Accrued residuals		12		31
Anti-dilution provision		72		72
Payables due to seller for acquisition		1,500		–
Other		185		20
Total accrued liabilities	$	1,958	$	1,870

As consideration for the purchase of the membership interests of Alliance Partners, the Company agreed to pay the Seller total consideration of $2.0 million in cash and assume certain short-term and long-term liabilities of Alliance Partners. Of the original purchase price, $1.5 million remains outstanding as of December 31, 2023 and due July 31, 2024. The payable amount is secured by substantially all the Company's assets.

See Note 1 Purchase of Alliance Partners, LLC (Business Combinations) and NOTE 3 - Acquisition

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 and issued 451,957 total shares in May 2022. The anti-dilution provision expired in January 2023.

Also, in connection with the shares to be issued as part of the HotHand acquisition, and anti-dilution provision with Infinios, 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 December 31, 2023.

The Company and Infinios are currently in arbitration.

See Note 9 - Commitment and Contingencies.