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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

 

Sale of Subsidiary Recoup Technologies, Inc. (“Recoup”)

 

On October 31, 2024, the Company entered into a Stock Purchase Agreement dated as of October 31, 2024 (the “Purchase Agreement”) among the Company and its wholly-owned subsidiary Recoup, and Recoup Partners, LLC, a Delaware limited liability company (the “Purchaser”), and consummated the transactions contemplated by the Purchase Agreement, including the sale of Recoup to the Purchaser. Recoup is in the business of marketing an aerobic digestion technology solution for the disposal of food waste at the point of generation.

 

Pursuant to the Purchase Agreement, the Purchaser purchased from the Company all of the capital stock of Recoup for a purchase price equal to $1,000,000, which consisted of a promissory note receivable to be paid by the Purchaser to the Company in the principal amount of $250,000 and the cancellation and release by certain affiliates of the Purchaser of indebtedness obligations of the Company in the aggregate amount of $750,000. The Company also agreed that, for a period of five years from the closing date, the Company will not engage in a business that competes with the business of Recoup. As of September 30, 2024, Recoup’s Balance Sheet consisted of approximately $319,000 of accounts receivable, $350,000 of inventory, $13,000 of property and equipment, $1,664,000 of goodwill, an insignificant amount of cash, accounts payable and accrued expenses of $984,000, and customer deposits of approximately $297,000. The Company concurrently entered into an agreement with the Purchaser which indemnified the Purchaser from liability related to customer deposits of $141,697 and accounts payables of $593,673.

 

Titan Group Partners, LLC

 

The Company entered into an agreement with Titan Partners LLC for which the Company will borrow a minimum of $200,000 and a maximum of $3,300,000. The security will be considered a convertible promissory note with an original issue discount of 12%. The notes will incur an interest rate of 15% per annum. One-third of the original principal amount of the Notes is subject to repayment with accrued interest upon the closing of the uplisting public offering. The balance of any outstanding notes will mature on the 13-month anniversary from the date of funding of such Note. The notes are convertible at the option of the investor into shares of the Company’s common stock at a price per share of $.065. In October 2024, the Company has received $679,000 in funding.