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Note 19 - Subsequent Events
9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 19 – Subsequent Events

 

Senior Convertible Promissory Notes

 

On October 9, 2025, the Company issued to certain institutional investors an aggregate principal amount of $1,600,000 in senior convertible promissory notes due 2026 (the “2026 Commitment Notes”). The Commitment Notes were issued in connection with the termination and settlement of the Assignment and Conditional Assumption Agreement between WINT Real Estate, LLC, a wholly owned subsidiary of the Company, and Way Maker Growth Fund, LLC relating to that certain Purchase and Sale Agreement dated June 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement, dated December 19, 2024 and that certain Second Amendment to Purchase and Sale Agreement, dated March 25, 2025, and that certain development services agreement, dated February 4, 2025 (each between Way Maker Growth Fund, LLC and TBB Crescent Park Drive LLC), as previously disclosed by the Company on October 6, 2025.  The Commitment Notes are junior to the Company’s June 2025 Convertible Promissory Note, which was issued to DFU, LLC and is a senior, unsecured obligation of the Company, with priority over all existing and future indebtedness of the Company. 

 

The 2026 Commitment Notes mature on October 9, 2026 and will bear interest at 10% per annum on a 360-day basis, due and payable on such maturity date. Accrued and unpaid interest is payable in arrears and due on the fifth calendar day of each month beginning on November 5, 2025.
 

The 2026 Commitment Notes must be prepaid by the Company in an amount equal to 25% of the gross proceeds received by the Company from that certain Common Stock Purchase Agreement dated June 26, 2024 by and between an institutional investor and the Company, with a mandatory prepayment premium of 120%.

 

If the Company completes a qualified equity financing with total gross proceeds to the Company of $1 million or more (excluding the conversion of the notes or other convertible securities issued for capital raising purposes) before the maturity date, the 2026 Commitment Notes must be repaid in full in an amount equal to the then-outstanding principal amount, any accrued but unpaid interest and a pre-payment premium equal to 120% of the Commitment Notes value on October 9, 2025. Such repayment will be due within one business day of the closing such qualified equity financing. The Company shall give written notice to the Holders as soon as practicable, but in no event less than ten days before the anticipated closing date of such qualified equity financing, during which period the Holders shall have the opportunity to convert the Commitment Notes pursuant its terms.

 

The 2026 Commitment Notes provide for a beneficial ownership limitation of 4.99% of the number of shares of the Company’s common stock immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the 2026 Commitment Notes held by the Holders (increasable to 9.99% upon 61 days’ notice by the Holders to the Company).

 

The 2026 Commitment Notes are convertible at the Holders’ option into shares of common stock at a conversion price equal to 90% of the lowest sale price for the 20 consecutive trading days preceding conversion, subject to adjustment. The Holders are entitled to an amount equal to $1,500 for each conversion of the 2026 Commitment Notes for the related review and applicable deposit of the related shares. The 2026 Commitment Notes include customary Events of Default (as defined in the 2026 Commitment Notes), including non-payment, covenant breaches, bankruptcy, and change of control, and provides for acceleration at 120% of the unpaid principal balance, together with any accrued and unpaid interest, if any.

 

Pursuant to the terms of the 2026 Commitment Notes, the Company filed a resale registration statement on Form S-1 on October 24, 2025 for the resale of all registrable securities under the 2026 Commitment Note.

 

On November 14, 2025, the Company issued to Seven Knots a senior convertible promissory note in the principal amount of $750,000 due in November 2026 (the “2026 Note”). The 2026 Note was issued in connection with a letter of intent by the Company to acquire all of the issued and outstanding securities of  CommLoan, Inc. and related note receivable with Commloan (see Note 19 - Subsequent events - Note Receivable).  Seven Knots is also a holder of the 2026 Commitment Notes as well as the Company’s Series C and Series D Preferred Shares. The 2026 Note matures on November 13, 2026 and will bear interest at 10% per annum on a 360-day basis, due and payable on such maturity date. Accrued and unpaid interest is payable in arrears and due on the fifth calendar day of each month beginning  December 2025.

 

The 2026 Note must be prepaid by the Company in an amount equal to 25% of the gross proceeds received by the Company from that certain Common Stock Purchase Agreement dated June 26, 2024 by and between Seven Knots and the Company, with a mandatory prepayment premium of 115%.

 

If the Company completes a qualified equity financing with total gross proceeds to the Company of $1 million or more (excluding the conversion of the notes or other convertible securities issued for capital raising purposes) before the maturity date, the 2026 Note must be repaid in full in an amount equal to the then-outstanding principal amount, any accrued but unpaid interest and a pre-payment premium equal to 115% of the 2026 Note value on November 14, 2025. Such repayment will be due within one business day of the closing such qualified equity financing. The Company shall give written notice to the Holders as soon as practicable, but in no event less than ten days before the anticipated closing date of such qualified equity financing, during which period the Holders shall have the opportunity to convert the 2026 Note pursuant its terms.

 

The 2026 Note provides for a beneficial ownership limitation of 4.99% of the number of shares of the Company’s common stock immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the 2026 Note held by the Holders (increasable to 9.99% upon 61 days’ notice by the Holders to the Company).

 

The 2026 Note is convertible at the Holders’ option into shares of common stock at a conversion price equal to 90% of the lowest sale price for the 20 consecutive trading days preceding conversion, subject to adjustment. The Holders are entitled to an amount equal to $1,500 for each conversion of the 2026 Note for the related review and applicable deposit of the related shares. The 2026 Note include customary Events of Default (as defined in the 2026 Note), including non-payment, covenant breaches, bankruptcy, and change of control, and provides for acceleration at 120% of the unpaid principal balance, together with any accrued and unpaid interest, if any.

 

Note Receivable

 

On November 12, 2025, the Company issued a senior convertible promissory note to Commloan in the principal amount of $0.6 million, (the" Commloan Note"). The Commloan Note matures on November 11, 2026. The Commloan Note accrues interest at the rate of ten percent (10%) per annum. All interest payments will be payable in cash. Accrued and unpaid interest shall be payable in arrears and shall be due on the 10th calendar day of each month beginning December 10, 2025. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, commencing on the November 12, 2025. The Commloan Note must be prepaid by the Commloan with a mandatory prepayment premium in the amount equal to 105% in the event the note is satisfied prior to November 10, 2026.

 

By mutual written agreement of the Company and Commloan, the outstanding principal and accrued interest may be converted into equity securities issued in the Company’s next qualified financing round at a fixed price equal to the price per share of such financing, less a fifteen percent (15%) discount. If an Event of Default occurs, as defined in the Commloan Note, then we may (i) declare all outstanding principal and other sums payable to be immediately due and payable and (ii) exercise any and all of our other rights under applicable law.

 

Termination of the Letter of Intent with Titan Environmental Services, Inc.

 

On November 11, 2025, the Company entered into a Letter Agreement (the “Agreement”) with Titan Environmental Services, Inc (“TESI”) in connection with the previously disclosed Letter of Intent (“LOI”) from June 6, 2025. The LOI contemplated that the Company would acquire all of the issued and outstanding securities of TESI on the terms and conditions set forth in the LOI and in an acquisition agreement to be entered into by the parties. Pursuant to that LOI, the Company had advanced $7.5 million (the “Outstanding Amount”). As mentioned in Note 6 - Note Receivable, net, the Company made the decision to not pursue the acquisition of TESI.

 

The Letter Agreement releases The Company and TESI from any and all reciprocal surviving obligations under the LOI and establishes an arrangement for the return of the $7.5 million advance in the form of a combination of cash and securities. 

Pursuant to the Letter Agreement, the Outstanding Amount shall be converted into a number of shares of the equity of TESI or the of the surviving entity in any consolidation, merger or reorganization with TESI (the “Transaction”) to be agreed upon by the TESI and the Company prior to the closing of the Transaction (the “Equity Consideration”). 
 
The parties also agree that the execution of the Letter Agreement settles all actual and potential obligations of TESI towards the Company and upon payment of the Equity Consideration, each party releases and forever discharges the other party and its foregoing related persons from any and all claims of any kind, whether known or unknown, arising out of or relating to the LOI or the proposed transaction thereunder.
 

 

July 2025 Common Stock Purchase Agreement Amendment
 

The Company shall use at least 30% of the net proceeds from VWAP Purchases to repay any outstanding indebtedness of the Company. If there is any outstanding preferred stock of the Company, following the repayment of all indebtedness of the Company, such 30% net proceeds referred to above shall be applied to redeem any such outstanding preferred securities of the Company. Proceeds from the sale of the Shares by the Company to the Investor shall be used by the Company in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement.