XML 25 R15.htm IDEA: XBRL DOCUMENT
v3.23.2

Debt | 6 Months Ended
--- | ---
Jun. 30, 2023
Debt Disclosure [Abstract] |
Debt | NOTE 8 – DEBT Bank Lines of Credit In April 2022, the Company obtained a domestic revolving line of credit of $2,000,000 with Torrey Pines Bank which was renewed in April 2023, and renews on an annual basis at the current prime rate. To access this line of credit the Company must maintain cash and investments balances at a minimum of $4,000,000. No balance was outstanding on June 30, 2023 and December 31, 2022, respectively. OSS Europe has three revolving lines of credit with German institutions, including Uni Credit Bank AG, Commerzbank AG, and VR Bank, with total availability of up to €2,200,000 (US$2,401,907) as of June 30, 2023. Borrowings under the lines of credit bear interest at a variable rate of Euribor plus a stated rate. The rates as of June 30, 2023, for the lines of credit ranged from 3.1% to 5.62%, with the balances remaining open indefinitely or until occurrence of a defined change of control event. There were no outstanding lines of credit balances as of June 30, 2023 and December 31, 2022, respectively. Foreign Debt Obligations OSS Europe had five term loans outstanding as of June 30, 2023, with an aggregate balance outstanding of €2,759,673 (US$3,012,945) as follows: • On February 1, 2022, OSS Europe converted €500,000 of its line of credit from VR Bank into a note payable. On August 1, 2022, this note was extended through February 1, 2023, with accrued interest having been paid current as of the original maturity date. On February 1, 2023, this note was further extended through July 31, 2023, and the interest rate was increased to 4.76%, with accrued interest having been paid current as of February 1, 2023. The balance outstanding as of June 30, 2023, and December 31, 2022 was €500,000 (US$545,888) and €500,000 (US$536,616), respectively; • On February 16, 2022, OSS Europe converted €500,000 of its line of credit from UniCredit Bank into a note payable. On August 16, 2022, this note was extended through February 16, 2023, with accrued interest having been paid current as of the original maturity date. On February 16, 2023, this note was further extended through August 16, 2023, and the interest rate was increased to 4.70%, with accrued interest having been paid current as of February 16, 2023. The outstanding balance as of June 30, 2023 and December 31, 2022, was €500,000 (US$545,888) and €500,000 (US$536,616), respectively; • On April 9, 2021, OSS Europe converted €500,000 of its line of credit from Commerzbank AG into a note payable. The note was due on September 30, 2021, with a payment of principal and interest due upon maturity. This loan was paid in full on September 30, 2021, with proceeds from a new note with similar terms. This new note had an original maturity date of June 30, 2022; however, on September 30, 2022, this note was further extended through March 31, 2023, with accrued interest having been paid current as of the revised maturity date. On March 30, 2023, this note was further extended through September 29, 2023, and the interest rate was increased to 4.60%, with accrued interest having been paid current as of March 30, 2023. The balance outstanding on the new note as of June 30, 2023 and December 31, 2022, was €500,000 (US$545,888), and €500,000 (US$536,616), respectively; • On June 18, 2021, OSS Europe converted €500,000 of its line of credit from UniCredit Bank into a note payable. The note was originally due December 17, 2021, and subsequently extended through June 17, 2022. On June 17, 2022, this note was further extended through December 19, 2022, with accrued interest having been paid current as of the revised maturity date. On December 19, 2022, this note was further extended through June 19, 2023. However, on June 19, 2023, this note was further extended through December 19, 2023, and the interest rate was increased to 5.8%, with accrued interest having been paid current as of June 19, 2023. The balance outstanding on the new note as of June 30, 2023 and December 31, 2022, was €500,000 (US$545,888) and €500,000 (US$536,616) respectively; and • On June 30, 2022, OSS Europe borrowed €1,500,000 (US$1,468,173) from Commerzbank AG, which bears interest at 2.55%, is due in June 2024, and is repayable in twenty-four month ly installments, with payments beginning July 31, 2022. The balance outstanding as of June 30, 2023 and December 31, 2022, was €759,673 (US$829,393) and €1,132,356 (US$1,215,279), respectively. This loan is collateralized by accounts receivable attributable to a specific customer. Senior Secured Convertible Note On April 20, 2020, the Company entered into a Securities Purchase Agreement with an institutional investor, providing for the issuance by the Company of Senior Secured Convertible Promissory Notes with a principal face value of up to $6,000,000. The notes were, subject to certain conditions, convertible into shares of the Company’s common stock, par value $0.0001 per share, at an initial conversion price per share of $2.50. Notes issued under the Securities Purchase Agreement had a 10% original issue discount. At the initial closing of this offering, the Company issued notes in the principal amount of $3,000,000 with a 10% original issue discount, resulting in an aggregate purchase price of $2,700,000 at the initial closing. The notes bore no interest rate (except upon event of default) and, unless earlier converted or redeemed, were scheduled to mature on April 1, 2022. Commencing July 1, 2020, the Company made monthly amortization payments equal to 1/22 nd of the initial principal, any accrued and unpaid interest, and late charges and any deferred or accelerated amount, of such note, which could be satisfied in cash at a redemption price equal to 105% of such installment amount (110% of such installment amount on notes issued at additional closings). The remaining balance of the notes of $2,590,909 was converted into Company common stock on March 30, 2022; accordingly, the outstanding balance of the notes as of June 30, 2023 and 2022, was $0, respectively. The original issue discount of 10% on the note was recorded as a debt discount, decreasing the note payable. This debt discount is amortized to interest expense using the effective interest rate method over the term of the loan. For the three month periods ended June 30, 2023 and 2022, total debt discount amortization was $0, respectively, and for the six month periods ended June 30, 2023 and 2022, total debt discount amortization was $0 and $1,161, respectively. Such amounts are included in interest expense in the accompanying consolidated statements of operations. Debt issuance costs in the amount of $316,274 related to this indebtedness were deducted from the face value of the note. Such costs are amortized to interest expense using the effective interest rate method over the term of the loan. Total debt issuance costs amortized during the three month periods ended June 30, 2023 and 2022, was $0, respectively and for the six month periods ended June 30, 2023 and 2022 was $0 and $1,223, respectively. Such amounts are included in interest expense in the accompanying consolidated statements of operations. A summary of outstanding debt obligations as of June 30, 2023, was as follows:
Loan Description |  | Current Interest Rate |  | Maturity Date |  | Balance (Euro) |  |  | Balance ($) |  |  | Current Portion |  |  | Long-term Portion |
Foreign: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
VR Bank |  | 4.760% |  | July-23 |  | € | 500,000 |  |  | $ | 545,888 |  |  | $ | 545,888 |  |  | $ | - |
Uni Credit Bank AG |  | 4.700% |  | August-23 |  |  | 500,000 |  |  |  | 545,888 |  |  |  | 545,888 |  |  |  | - |
Commerzbank AG |  | 4.600% |  | September-23 |  |  | 500,000 |  |  |  | 545,888 |  |  |  | 545,888 |  |  |  | - |
Uni Credit Bank AG |  | 5.800% |  | December-23 |  |  | 500,000 |  |  |  | 545,888 |  |  |  | 545,888 |  |  |  | - |
Commerzbank AG |  | 2.550% |  | June-24 |  |  | 759,673 |  |  |  | 829,393 |  |  |  | 829,393 |  |  |  | - |
|  |  |  |  |  | € | 2,759,673 |  |  | $ | 3,012,945 |  |  | $ | 3,012,945 |  |  | $ | - |
Total future principal payments under notes payable as of June 30, 2023, was as follows:
Period Ending June 30, |  | Foreign |  |  | Total |
2024 |  | $ | 3,012,945 |  |  | $ | 3,012,945 |
2025 |  |  | - |  |  |  | - |
Total minimum payments |  |  | 3,012,945 |  |  |  | 3,012,945 |
Current portion of notes payable |  |  | (3,012,945 | ) |  |  | (3,012,945 | )
Notes payable, net of current portion |  | $ | - |  |  | $ | - |

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI https://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration