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Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events

NOTE 18 — Subsequent Events

Delisting Notice

On January 15, 2025, the Company received written notification (the “Delisting Notice”) from Nasdaq that the Panel has determined to delist the Company’s common stock and warrants and suspend trading of the securities at the open of trading on January 17, 2025. As previously discussed in Note 10, on April 9, 2024, the Company received a notification from the Staff notifying the Company that it no longer complied with the minimum $500,000 in net income from continuing operations in the most recently completed fiscal year, or two of the last three fiscal years for continued listing set forth in Listing Rule 5550(b) or any of the Continued Listing Standards.

In connection with the Panel’s decision, the Company filed a Form 25 on March 12, 2025 with the SEC in accordance with Nasdaq Listing Rule 5830 and Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended.

As a result of the suspension in trading and expected delisting, the Company’s common stock and warrants began trading publicly on the OTC Pink Open Market under its existing symbols “LFLY” and “LFLYW,” respectively effective January 17, 2025.

Debt Modification

On January 15, 2025, the Company entered into an amendment (the “Amendment”) to the terms of the Note Purchase Agreement (Note 10), relating to the 2022 Notes. Concurrently with the Amendment, the Company entered into an amended and restated note (the “Amended and Restated Note”) for the 2022 Notes. As of January 15, 2025, the carrying value and the fair value of the debt was $29,376 and $29,400, respectively. The Amendment and the Amended and Restated Note, among other things, (i) extended the maturity date of the 2022 Notes from January 31, 2025 to July 1, 2025 and (ii) added certain financial maintenance covenants. In addition, the Company agreed to pay down 12.5% of the outstanding principal of the Notes and all accrued and unpaid interest on the Notes since the last interest payment date on July 31, 2024. Accordingly, the prepayment of $3,678 and interest payment of $1,118 occurred on January 21, 2025. In connection with the Amendment, the Company also granted the holders of the 2022 Notes a security interest in the Company’s assets as collateral to secure the Company’s obligations underlying the 2022 Notes, subject to certain exceptions and limitations.

The aforementioned new financial maintenance covenants required by the Amendment include primarily:

maintenance of monthly revenue equivalent to at least $30,000 on an annualized basis beginning January 1, 2025 to be certified on a monthly basis;
maintenance of trailing quarterly Adjusted EBITDA of greater than negative $500 beginning with the first quarter of 2025;
maintenance of a minimum Liquidity (defined as unrestricted cash and cash equivalents) of $4,500 at all times after the amendment effective date to be certified on a monthly basis; and
quarterly and annual financial statement reporting requirements.

 

As of the date of this Annual Report, the Company was in compliance we these covenants.

ESPP Termination

Effective February 1, 2025, the Company terminated its ESPP (Note 13) and resolved to return to the respective participants all contributions made during the purchase period ending March 15, 2025. No new purchase periods under the ESPP will commence as of the date of termination.

Amendments to Registration Statements

On March 12, 2025, the Company filed post-effective amendments to all of its existing registration statements on Form S-8s and its registration statement on Form S-3, deregistering any unsold securities. This is a prerequisite, among others, to the Company’s ability to suspend its ongoing reporting obligations.