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

(13) RELATED PARTY TRANSACTIONS

 

Zoom Connectivity

 

On November 12, 2020, the Company entered into the Merger Agreement pursuant to which the Company and Zoom Connectivity merged and combined their businesses. Zoom Connectivity offers a cloud WiFi management platform that enables and secures a better-connected home by providing AI-driven WiFi management and IoT security platform for homes, small and medium-sized businesses, and broadband service providers. Mr. Jeremy Hitchcock was Chairman and, together with his spouse Ms. Elizabeth Hitchcock, a controlling stockholder of Zoom Connectivity. Prior to the Zoom Connectivity Merger, the Company had licensed Zoom Connectivity software products and, upon completion of the Zoom Connectivity Merger, the Company integrated the Zoom Connectivity software with the Company’s hardware products and combined the Zoom Connectivity’s business-to-business sales channels with the Company’s retail channels. Immediately prior to execution of the Merger Agreement, Mr. Hitchcock, the Company’s Chairman of the Board of Directors, and Ms. Hitchcock, a director of the Company, were, through investment vehicles jointly beneficially owned by them, the majority stockholders of both the Company and Zoom Connectivity.

 

Zoom Connectivity Relationship

 

On July 25, 2019, the Company entered into a Master Partnership Agreement with Zoom Connectivity together with a related Statement of Work, License, Collaborative Agreement, Software/Service Availability Agreement and Software/Service Support Level Agreement (collectively, the “Partnership Agreement”). Mr. Hitchcock was the Chairman of Zoom Connectivity. Under the Partnership Agreement, the Company would integrate software and services into certain hardware products distributed by the Company, and Zoom Connectivity would be entitled to certain fees and a portion of revenue received from the end users of such services and software. The Company and Zoom Connectivity entered into an additional Statement of Work on December 31, 2019 providing for further integration of Zoom Connectivity services, with a monthly minimum payment of $5 thousand payable by the Company to Zoom Connectivity starting in January 2020 for a period of 36 months and a requirement for Zoom Connectivity to purchase at least $90 thousand of the Company’s hardware by December 2022. Minimum monthly payments under this agreement increased to $15 thousand in July 2020. During the period from January 1, 2020 to October 9, 2020, $90 thousand of payments were made by the Company to Zoom Connectivity under the Partnership Agreement. The Company recorded $90 thousand of expenses for the period from January 1, 2020 to October 9, 2020. The Partnership Agreement terminated upon completion of the Zoom Connectivity Merger. As of December 30, 2020, no amounts were due from or to the Company under the former Partnership Agreement.

 

The Company leases office space located at the 848 Elm Street, Manchester, NH. The landlord is an affiliate entity owned by Mr. Hitchcock. The two-year facility lease agreement was effective from August 1, 2019, to July 31, 2021 and has been extended to July 31, 2022. The facility lease agreement provides for 2,656 square feet at an aggregate annual rental price of $30 thousand. For the twelve-month period ended December 31, 2021, the rent expense was $30 thousand. For the period from October 9, 2020 to December 31, 2020, the rent expense was $7 thousand.

 

On November 30, 2020, the Chief Executive Officer of the Company fully paid $264,000 to Zoom Connectivity for a promissory note related to the exercise of Zoom Connectivity stock options in December 2019 (Note 4).

 

On November 20, 2020, Zoom Connectivity agreed to repurchase 33,809 shares of Zoom Connectivity common stock for $14,860 from a stockholder who is an immediate family member to the Company’s executive chairman of the Board and subsequent to the Zoom Connectivity Merger became a member of the Company’s Board of Directors. The $14,860 was accrued as of December 31, 2020 (Note 4) and was paid in 2021.