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SUBSEQUENT EVENTS | 12 Months Ended
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Dec. 31, 2022
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these consolidated financial statements were issued and has identified the following: Working Capital Loan In the first quarter of 2023, the Company received proceeds of $2 million under a $2.5 million loan facility with CRG Financial, maturing on December 15, 2023. The loan facility includes interest of 12%. Mr. Bhatia, a member of the Board of the Company, also serves on the Board of Directors of CRG Financial. Cleared Stock Purchase Agreement On February 4, 2023, the Company entered into the First Amendment to the Stock Purchase Agreement (the “First Amendment”) between the Company and the sellers of Cleared. The First Amendment was amended to, among other things: (i) reduce the total purchase price by $250 thousand to a total of $3.67 million; (ii) change the timing of the payment of the purchase price to $460 thousand paid at closing (which has already been paid by the Company), with the remaining amount to be paid in five quarterly installments beginning on or before February 6, 2023 and ending January 15, 2024; (iii) remove all “earn-out” payments payable by the Company to the sellers; and (iv) removing certain representations and warranties of the Company and sellers in connection with the transaction. On February 6, 2023, the Company issued 337,895 shares of common stock related to the first of five quarterly installment payments due to the sellers of Cleared under the First Amendment. Stock Issued for Service In 2023, the Company issued an aggregate of 99,375 shares of common stock for services rendered. Avenue Capital Credit Facility On March 21, 2023, the Company entered into a credit agreement (the “Credit Agreement”) with Avenue Capital (the “Lender”). The Credit Agreement provides for a senior secured credit facility of up to an aggregate amount of $40 million, comprised of the following: (1) $15 million in term loans funded at closing, (2) $5 million of additional committed term loans available in the fourth quarter of 2023 and (3) $20 million of additional uncommitted term loans, collectively referred to as the “Facility”. The term of the Facility is 42 months. Proceeds from the Facility are expected to be utilized to: (1) repay the Company’s outstanding notes payable balances with CRG Financial, (2) general corporate purposes and (3) at the Company’s election, re-financing up to $5 million of the Series B Preferred Stock. Interest is based on the greater of: (1) the Prime Rate plus 4.75% and (2) 12.5%. There is an upfront commitment fee of 1% of the total $20 million in committed capital and the Company shall grant the Lender one or more warrants to purchase the Company’s common stock in an amount up to 6% of the outstanding credit commitment of the Lender. The Facility includes various covenants including maintaining a minimum of $5 million in unrestricted cash on hand, limitations and events of default customary for similar facilities for similarly rated borrowers. As of the date of filing, there is $15 million outstanding under the Facility and the Company is in compliance with the Facility terms.

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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 https://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 https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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