COMMITMENTS AND CONTINGENCIES	12 Months Ended
Dec. 31, 2024
Commitments and contingencies (Note 9)
COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES *Litigation* From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our condensed consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred. *Equity Incentive Plan* On January 30, 2020, the Company adopted the 2019 Equity Incentive Plan (the “Plan”) to provide additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. Subject to adjustment as provided in the Plan, 33 shares of Common Stock are available for issuance in connection with awards granted under the Plan. Stock options, stock appreciation rights, restricted shares, and restricted share units are eligible to be issued under the Plan. As of the date of this report the Company has not issued any awards under the Plan. *Settlement Agreement* On July 11, 2024, the Company entered into a Settlement Agreement with Silverback Capital Corporation ("SCC") to resolve outstanding overdue liabilities with different vendors totaling approximately $2.5 million. Under the terms of the agreement, the Company will issue freely tradable common stock shares to SCC, known as "Settlement Shares." The number of shares issued will be determined based on the stock's trading price during a specified valuation period, with provisions for adjustment based on corporate actions or market conditions. *Listing Qualifications* On August 27, 2024, the Company received a written notice (the “Deficiency Notification”) from the Listing Qualifications Department (the “Staff”) of The Cboe BZX Exchange, Inc. (“Cboe BZX”) notifying the Company that because the Company had not timely filed its Form 10-Q for the quarter ended June 30, 2024 (the “Form 10-Q”) within the 5-day grace period (as set forth in the Form 12b-25 the Company filed with the Securities and Exchange Commission (“SEC”) on August 15, 2024) as required by Cboe BZX Listing Rule 14.6(c)(1) (the “Timely Filing Requirement”), the Company was out of compliance with the Timely Filing Requirement. On September 6, 2024, the Company received a notice (the “Notice”) from the Staff of Cboe BZX that the Cboe BZX Hearings Panel (the “Panel”) had denied the Company’s request for an extension to evidence compliance with the requirements for continued listing on the Cboe BZX as set forth in Cboe BZX Listing Rules 14.6(c)(1), 14.9(e)(1)(B) and 14.9(e)(2) and, based on previously disclosed deficiencies, affirmed the previously disclosed Staff Delisting Determination and ordered that the Company’s common stock be suspended and delisted from the Cboe BZX pursuant to the procedures set forth in Cboe BZX Listing Rule 14.12(f) and 14.12(h)(4)(B). As a result of the Panel’s decision, the Staff informed the Company that the suspension of trading of the Company’s common stock would be effective after the closing of trading on September 10, 2024. During October 2024, the Company was removed from Cboe BZX. The Company does not expect the Panel’s decision to have any impact on its day-to-day operations.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2024

Commitments and contingencies (Note 9)

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our condensed consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred.

Equity Incentive Plan

On January 30, 2020, the Company adopted the 2019 Equity Incentive Plan (the “Plan”) to provide additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. Subject to adjustment as provided in the Plan, 33 shares of Common Stock are available for issuance in connection with awards granted under the Plan. Stock options, stock appreciation rights, restricted shares, and restricted share units are eligible to be issued under the Plan. As of the date of this report the Company has not issued any awards under the Plan.

Settlement Agreement

On July 11, 2024, the Company entered into a Settlement Agreement with Silverback Capital Corporation ("SCC") to resolve outstanding overdue liabilities with different vendors totaling approximately $2.5 million. Under the terms of the agreement, the Company will issue freely tradable common stock shares to SCC, known as "Settlement Shares." The number of shares issued will be determined based on the stock's trading price during a specified valuation period, with provisions for adjustment based on corporate actions or market conditions.

Listing Qualifications

On August 27, 2024, the Company received a written notice (the “Deficiency Notification”) from the Listing Qualifications Department (the “Staff”) of The Cboe BZX Exchange, Inc. (“Cboe BZX”) notifying the Company that because the Company had not timely filed its Form 10-Q for the quarter ended June 30, 2024 (the “Form 10-Q”) within the 5-day grace period (as set forth in the Form 12b-25 the Company filed with the Securities and Exchange Commission (“SEC”) on August 15, 2024) as required by Cboe BZX Listing Rule 14.6(c)(1) (the “Timely Filing Requirement”), the Company was out of compliance with the Timely Filing Requirement.

On September 6, 2024, the Company received a notice (the “Notice”) from the Staff of Cboe BZX that the Cboe BZX Hearings Panel (the “Panel”) had denied the Company’s request for an extension to evidence compliance with the requirements for continued listing on the Cboe BZX as set forth in Cboe BZX Listing Rules 14.6(c)(1), 14.9(e)(1)(B) and 14.9(e)(2) and, based on previously disclosed deficiencies, affirmed the previously disclosed Staff Delisting Determination and ordered that the Company’s common stock be suspended and delisted from the Cboe BZX pursuant to the procedures set forth in Cboe BZX Listing Rule 14.12(f) and 14.12(h)(4)(B). As a result of the Panel’s decision, the Staff informed the Company that the suspension of trading of the Company’s common stock would be effective after the closing of trading on September 10, 2024. During October 2024, the Company was removed from Cboe BZX. The Company does not expect the Panel’s decision to have any impact on its day-to-day operations.