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Related Party Transactions
12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

10. RELATED PARTY TRANSACTIONS

 

Throughout 2020, the Executive Officers and the members of the Board of Directors elected to not receive salaries and Board fees to which they are entitled through the Company’s compensation program until such time the cash position of the Company improved. Amounts outstanding at December 31, 2020 totaled approximately $1.4 million and were part of the reported $4.0 million of Accrued Payroll at December 31, 2020. During the year ended December 31, 2021, the Company completed two public offerings and this amount was repaid.

  

Accrued Liabilities – Related Party

 

As of December 31, 2021 and 2020, the accrued liabilities – related party balance was $86 thousand and $30 thousand, respectively, which represented amounts owed to various contractors, officers and employees of the Company as described below.

 

On November 10, 2017, the Company and Global Security Innovative Strategies, LLC (“GSIS”), a company in which David Aguilar, a member of the Company’s Board of Directors, is a principal, entered in an agreement (the “GSIS Agreement”) pursuant to which GSIS agreed to provide business development support and general consulting services for sales opportunities with U.S. government agencies and other identified prospects and consulting support services for the Company. The GSIS Agreement had an initial term of six months beginning on November 1, 2017. On September 26, 2018, the parties amended the GSIS Agreement to extend the period of service through September 2019 with monthly automatic renewals thereafter. The Company also agreed to issue an option to purchase 100,000 shares of the Company’s common stock at a strike price of $1.00, or $0.1 million. This option immediately vested and terminates on September 26, 2022. Pursuant to the GSIS Agreement, GSIS is paid a fee of $10 thousand per month. In addition, GSIS is paid for the expenses incurred in connection with the performance of its duties under the GSIS Agreement. Either party may terminate or renew the GSIS Agreement at any time, for any reason or no reason, upon at least 30 days’ notice to the other party. The GSIS Agreement expired in the third quarter of 2021. GSIS was owed $0 and $30 thousand for normal monthly retainers and expenses incurred as of December 31, 2021 and 2020, respectively. These amounts were recorded in accrued liabilities – related party as of December 31, 2021 and 2020, respectively.

 

Notes Payable – Related Party

 

As of October 2019, TM Technologies, Inc. had advanced amounts to the Company totaling $1.3 million for general expenses and to simulate and test emplacement of the modulation technology within one of DragonWave’s Harmony line radios.  As of October 31, 2019, this amount was formalized into a note with a stated interest payment of $54 thousand.  Interest and principal was due at initial maturity, August 31, 2020. No payment was made as of maturity and a default penalty was accrued in other liabilities totaling $67 thousand in accordance with the agreement.  Effective September 30, 2020, this note was amended to extend the maturity date to December 31, 2020.  On October 1, 2020, the Company entered into an agreement with TM to exchange the aggregate principal, interest and penalties outstanding with a combined total of $1.4 million, in full for 188,574 common shares of the Company with a fair value of $7.50 per share.

 

On August 5, 2019, Mr. Hodges and his wife, loaned DragonWave $0.2 million at an interest rate of 5.0% per annum and an 18.0% default interest rate with a maturity date of December 31, 2020. Interest was payable monthly while the full principal balance was due at maturity. As of December 31, 2020, $0.2 million plus accrued interest of $14 thousand was outstanding under the loan, which was accruing interest at an increased default rate of 18.0% per annum. The aggregate principal amount of this note was fully repaid during the subsequent first quarter of fiscal year 2021.

  

On July 1, 2020, Mr. Brent Davies, who is on the Company’s Board of Directors and Audit Committee, loaned the Company $50 thousand at an interest rate of 4.80% per annum with an original maturity date of August 31, 2020. This note was amended to extend the maturity date to November 30, 2020. Interest and the full principal balance are due at maturity. As of December 31, 2020, $50 thousand plus accrued interest of $2 thousand was outstanding under the loan, which was accruing interest at an increased default rate of 18.0% per annum. The aggregate principal amount of this note was fully repaid during the subsequent first quarter of fiscal year 2021.

 

On July 2, 2020, the Company sold $1.9 million aggregate principal amount of 9% Convertible Debentures to Dr. Dustin McIntire, the Company’s Chief Technology Officer, that bore interest at a rate of 9% per annum and matured on September 30, 2020. Dr. McIntire was also granted warrants to purchase an aggregate of 63,334 shares of the Company’s common stock at a price of $3.00 per share. The Company recorded the warrants as a discount to the debt in the amount of $60 thousand. The Company also recorded $250 thousand for the BCF associated with the debentures. On August 19, 2020, Dr. McIntire converted the full principal amount of such debentures and accrued interest into 640,360 shares of the Company’s common stock.

 

Between October 15, 2020 and December 28, 2020, the Company borrowed an aggregate of $0.6 million from Dr. McIntire and issued promissory notes evidencing such loans. The principal amounts of the notes were between $0.1 million and $350 thousand, and such notes bore interest at 10% per annum and were due between January 14, 2021 and March 28, 2021. The aggregate principal amount of these notes was fully repaid during the first quarter of fiscal year 2021.

 

Between November 13, 2020 and December 24, 2020, the Company borrowed an aggregate of $160 thousand from Richard J. Berman, a member of the Board of Directors, and issued promissory notes evidencing such loans. The principal amounts of the notes were between $40 thousand and $120 thousand, and such notes bore interest at 8% per annum and were due between February 12, 2021 and March 23, 2021. On January 14, 2021, Mr. Berman agreed to convert such promissory notes, and all accrued interest thereon, into 42,776 shares of the Company’s common stock and warrants to purchase 42,776 shares of common stock at an exercise price of $4.50 per share. On January 26, 2021, the aggregate principal amount of this note, a 10% principal bonus, and all accrued interest with a combined total of $178 thousand, was fully extinguished at the rate of $4.15 per unit, as defined in our public offering, resulting in the issuance of 42,776 shares of issued common stock of the Company, along with warrants to purchase up to 42,776 shares of common stock that are exercisable for a purchase price of $4.50 per share at any time on or prior to January 26, 2026.