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Subsequent Events
12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events

Note 17 — Subsequent Events

 

Equity, Private Placement Agreement

 

As discussed in Note 11 – Equity, Private Placement Agreement, on October 18, 2022, the Company sold to investors an aggregate of 500 million shares of common stock along with warrants 1 and 2 to each acquire an additional 500 million shares of common stock. Pursuant to the terms of the agreement, the Company agreed to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days of October 18, 2022 (the “Registration Deadline”). If such registration statement has not become effective by the Registration Deadline, the Company agreed to issue each investor a number of additional shares of common stock equal to 10% of the purchased shares acquired by each investor and a third warrant equal to the number of additional shares. The Company was unable to have the registration statement become effective by January 16, 2023, 90 days past October 18, 2022. As a result, the additional shares and warrant 3 will be issuable for each 30-day period, or portion thereof, that the registrable securities have not become effective. As of May 31, 2023, the Company is obligated to issue an additional 271 million shares of common stock and warrant 3 to purchase an additional 271 million shares of common stock.

 

Stock Purchase Agreement

 

On April 3, 2023, the Company entered into a Stock Purchase Agreement (the “Agreement”) with Omniverse LLC (“Omniverse”), whereby the Company agreed to sell to Omniverse 136,667 shares of Series C-7b Preferred Stock of Ostendo Technologies, Inc. The Agreement requires Omniverse to pay the Company a purchase price consisting of $182,000 and other valuable consideration in the form of consulting services of approximately $1.0 million. The Company retained 30,000 shares of the investment in Ostendo. As of December 31, 2022, the Company has recorded $1.4 million in the Consolidated Balance sheets as equity investment in Ostendo.

 

Furnishing of Information: Public Information

 

As required under the Securities Purchase Agreement, disclosed in Note 8 Short Term debt, with the convertible debenture holders thereunder, the Company is required to timely file its Annual Report, Form 10K and Quarterly Report Form 10Q under the Securities and Exchange Act and in order to satisfy the provisions of Rule 144(c). As of March 31, 2023, the Company was unable to meet its filing requirements deadlines, therefore, the Company has incurred partial liquidated damages of approximately $ 0.6 million. Damages will continue to accrue until the date on which the public information requirements of Rule 144(c) have been satisfied.