v3.22.1

Subsequent Events | 12 Months Ended
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Dec. 31, 2021
Subsequent Events. |
Subsequent Events | Note 16 - Subsequent Events On January 1, 2022, ANC Zodega entered into a lease agreement (the “Lease”) with VIG Lang Business Park, LLC (the “Landlord”) to rent real property. The term of the lease is 42 months, beginning on the start date, with options to extend for additional terms. The lease payments begin at approximately $1,098 per month, increasing on an annual basis each July throughout the lease term. On February 1, 2022, ANC Zodega entered into a secured promissory note (the “Note”) with Andover Environmental Solutions, LLC for a principal amount of $392,238. The principal balance of the Note matures and is payable on the second anniversary of the date of the Note. The interest rate on this Note is 7.25% on an annual basis, payable semiannually. On March 2, 2022, the Company and Peter Cohen, the Company’s CEO and co-founder mutually agreed to Mr. Cohen’s resignation as CEO effective immediately. Mr. Cohen remained as Chairman of the Board of the Company. Company Director William Greenblatt assumed responsibility as Interim CEO effective March 2 to May 20, 2022. On March 31, 2022, Milun Patel, the Company’s Chief Financial Officer, was terminated from the Company. The Board of Directors of the Company has assumed responsibility for duties previously performed by Mr. Patel. In relation to this termination, Mr. Patel forfeited all unvested equity awards on March 31, 2022. On April 18, 2022, Andover Environmental Solutions, LLC, a Delaware limited liability company, entered into a Membership Interest Purchase Agreement with Litton Enterprises Inc. and Messrs. Robert Dihu and Larry Litton Jr., pursuant to which, among other things, the sale of the fifty-one percent (51)% interest of ANC Zodega, will consolidate indirect ownership of all of the Zodega Opco Assets. The aggregate purchase price for the Purchased Interests (the “Purchase Price”) was equal to: (i) the Promissory Note, Pledge, and Guaranty by Purchaser and the pledgors and guarantors specified therein in the principal amount of One Million Eight Hundred Thousand and No/100 Dollars ($1,800,000.00) which is to be received on or by May 27, 2022, and (ii) 51,290 shares of class “A” common stock of Andover National Corporation, a Delaware corporation. In relation to this sale, the Litton and Zodega loans to ANC Zodega were forgiven. The total amount lent to Litton and Zodega, both including interest, was $1,330,558 and $849,903, respectively. In 2021, Zodega contributed approximately 48% of Andover National consolidated revenues and approximately $3.6 million in loss from operations, $3.6 million in net loss, and $1.8 million in net loss attributable to common shareholders. On May 20, 2022, the Company and Mr. Greenblatt, Interim CEO, mutually agreed to Mr. Greenblatt’s resignation as Interim CEO effective immediately. Company Director Peter Cohen assumed responsibility as Interim CEO effective immediately. Mr. Greenblatt remains as a Director of the Company.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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