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Note 7 - Loans Payable
 3 Months Ended
Mar. 31, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

 

NOTE 7: LOANS PAYABLE

 

The outstanding debt with detachable warrants, as applicable, are shown in the table below. Further discussion of the debt follows.

 

As of March 31, 2024
   

Issuance

        

Maturity

          

Debt Instrument

  

Date

  

Principal

  

Date

  

Warrants

  

Interest Rate Information

Acquisition Term Loan

  

2/17/2022

   $ 10,000  

2/15/2025

     833,334  

8% per annum through maturity

Consolidation Term Loan

  

2/17/2022

     4,038  

2/15/2025

     898,165  

10% per annum through maturity
   

Total debt, gross

     14,038         1,731,499    
   

Debt discount

     (1,268 )            
   

Total debt, net

   $ 12,770              
   

Less current maturities

     (12,770 )            
   

Long term debt

   $ -              

 

As of December 31, 2023
   

Issuance

        

Maturity

          

Debt Instrument

  

Date

  

Principal

  

Date

  

Warrants

  

Interest Rate Information

Acquisition Term Loan

  

2/17/2022

   $ 10,000  

2/15/2025

     833,334  

8% per annum through maturity

Consolidation Term Loan

  

2/17/2022

     5,147  

2/15/2025

     898,165  

10% per annum through maturity
   

Total debt, gross

     15,147         1,731,499    
   

Debt discount

     (1,628 )            
   

Total debt, net

   $ 13,519              
   

Less current maturities

     (3,690 )            
   

Long term debt

   $ 9,829              

 

Our largest shareholder and investor, Slipstream, a related party is the holder of all of our outstanding debt instruments, including two term loans, and has beneficial ownership of approximately 29% of our common stock (on an as-converted, fully diluted basis including conversion of outstanding warrants, and assuming no other convertible securities, options and warrants are converted or exercised by other parties).

 

Second Amended and Restated Loan and Security Agreement

 

On February 17, 2022, the Company and its subsidiaries (collectively, the “Borrowers”) refinanced their debt facilities with Slipstream, pursuant to the Credit Agreement. The Borrowers include Reflect, which became a wholly owned subsidiary of the Company as a result of the closing of the Merger. The debt facilities continue to be fully secured by all assets of the Borrowers.

 

The Credit Agreement also provides that the Company’s outstanding loans from Slipstream at December 31, 2021, consisting of its pre-existing $4,767 senior secured term loan and $2,418 secured convertible loan, with an aggregate of $7,185 in outstanding principal and accrued and unpaid interest under such loans, were consolidated into a term loan (the “Consolidation Term Loan”). The Consolidation Term Loan has an interest rate of 10.0%, with 75.0% warrant coverage (or 898,165 warrants). On the first day of each month, commencing March 1, 2022 through February 1, 2025, the Borrowers will make interest payments on the Consolidation Term Loan. Commencing on September 1, 2023, and on the first day of each month thereafter until the Maturity Date, the Borrowers will make a payment on the Consolidation Term Loan, in an equal monthly installment of principal sufficient to fully amortize the Consolidation Term Loan in eighteen equal installments.  

 

In addition to refinancing the existing debt with Slipstream, the Company issued to Slipstream a $10,000, 36-month senior secured term loan (the “Acquisition Term Loan”) resulting in $10,000 in gross proceeds, or $9,950 in net proceeds. The Acquisition Term Loan matures on February 17, 2025 (the “Maturity Date”) and has an interest rate of 8.0%, with 50.0% warrant coverage (or 833,334 warrants). On the first day of each month, commencing March 1, 2022 through February 1, 2025, the Borrowers will make interest-only payments on the Acquisition Term Loan. No principal payments on the Acquisition Term Loan are payable until the Maturity Date.