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Subsequent Events
6 Months Ended
Jun. 30, 2022
Subsequent Events [Abstract]  
Subsequent Events

Note 10 — Subsequent Events

 

On August 2, 2022, ("the "Agreement Date"") the Company entered into a Purchase Agreement with Keystone, establishing an equity line facility under which the Company, at its sole discretion, can direct Keystone to purchase the Company's common stock from time to time through delivery of a purchase notice ("Notice"). The purchase price is at the lesser of prevailing market prices of the Company’s common stock as defined in the Purchase Agreement, at a 10% discount. The aggregate size of the facility is $5 million (the “Maximum Amount”), provided that the Company has agreed to issue no more than 1,399,348 shares of common stock (the "Minimum Shares"), representing 19.99% of the Company's outstanding shares on the Agreement Date, if the shareholder approval rules of the NYSE American apply and impose such a limit on this facility, which represents a value $2.3 million based on the closing price of the Company’s common stock on August 2, 2022 after application of the 10% discount. During the twenty-four (24) month term of the Purchase Agreement, Keystone can purchase in excess of the Minimum Shares up to the Maximum Amount so long as the price per share paid by Keystone for an applicable purchase is in excess of the greater of the closing price of the Company's common stock or book value per share on the trading day immediately prior to the date of the

purchase notice. Keystone's obligation to purchase shares of the Company's common stock is subject to the Company's ability to maintain an effective registration statement, continued listing on the NYSE American or other trading market and a minimum price per share of $0.50, among other conditions. Keystone shall maintain a beneficial ownership limitation of 4.99% of the Company's outstanding common stock during the Term.

On the Agreement Date, the Company issued 50,000 shares to Keystone as a commitment fee and paid Keystone $20,000 for its expenses incurred in conjunction with the transaction.

The Company evaluated subsequent events through the date the financial statements were issued, and determined that, except as disclosed herein, there have been no other subsequent events that would require recognition in the financial statements or disclosure in the notes to the financial statements.