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Note 14 - Subsequent Events
9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 14: SUBSEQUENT EVENTS

 

On October 15, 2025, the Company entered into a Share Purchase Agreement with its wholly owned subsidiary, 1001372953 Ontario Inc., and Cineplex Entertainment Limited Partnership to acquire all of the issued and outstanding shares of DDC Group International, Inc. (“DDC”), including its subsidiaries Cineplex Digital Media Inc. and Cineplex Digital Media U.S. Inc. (collectively, the “CDM Business”). The total purchase price is approximately CAD $70,000 or USD $42,761, subject to customary adjustments. The acquisition was completed on November 7, 2025.

 

On October 15, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors to issue 30,000 shares of a newly designated Series A Convertible Preferred Stock (the “Preferred Stock”) for aggregate gross proceeds of $30,000, which has a stated value of $1,000 per share (the “Stated Value”)(the “Offering”).  The Offering was completed on November 6, 2025.  The Preferred Stock will accrue dividends for a period of five years from and after the issuance date (the “Guaranteed Term”) at a rate of 5.25% per year on the Stated Value, which will be payable in cash at the Company’s option after the Guaranteed Term. To the extent that, during the Guaranteed Term, (i) the Company undergoes any liquidation, dissolution, winding up, or “Fundamental Transaction” (as defined in the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”)), or (ii) the Company elects to effect a mandatory conversion under circumstances permitted by the rights and preferences of the Preferred Stock (each, a “Make Whole Event”), then, immediately prior to the effective time of such Make Whole Event, the amount of dividends accrued on the Preferred Stock will automatically be increased by an amount equal to any additional dividends that would have otherwise accrued on the Preferred Stock between the date of the Make Whole Event and the end of the Guaranteed Term (the “Make Whole Payment”), and the dividends will thereafter cease to accrue. Each share of Preferred Stock is convertible at the option of the holder into shares of the Company’s common stock (“Conversion Shares”) at a rate (the “Conversion Rate”) calculated by dividing (i) the Stated Value plus an amount per share equal to dividends accrued and unpaid through the date of determination (including, if applicable, any Make Whole Payment) (the “Liquidation Preference”), by (ii) a conversion price of $3.00, subject to customary adjustment in the event of stock splits, stock dividends, and similar events (the “Conversion Price”), subject to certain conversion limitations set forth in the Certificate of Designations. Holders of Preferred Stock are entitled to vote on an as-converted basis with holders of the Company’s common stock (after taking into the account the applicable conversion limitations). The Company used net proceeds of the Offering to fund a portion of the purchase price to acquire the CDM Business.

 

On November 6, 2025 (the “Refinancing Date”), the Company and certain of its subsidiaries (collectively, the “Borrowers”), entered into a new Credit Agreement (the “New Credit Agreement”) with the other loan parties signatory thereto (the “Loan Parties”), the financial institutions or other entities from time to time parties thereto (the “Lenders”) and First Merchants Bank, an Indiana bank, as Agent for the Lenders (“Agent”). The New Credit Agreement amends and restates in its entirety the existing Credit Agreement dated as of May 23, 2024, as amended. The New Credit Agreement provides the Borrowers with a $36,000 term loan (the “Term Loan”) and a $22,500 revolving credit facility (the “Revolver”), subject to the terms and conditions set forth in the New Credit Agreement. The Term Loan and Revolver are further subject to the terms of the Term Loan Promissory Notes and Revolving Credit Promissory Notes executed in favor of the Lenders on the Refinancing Date.

 

On November 10, 2025, the Compensation Committee of the Board of Directors approved a transaction bonus in the amount of $270 payable to Richard Mills, Chief Executive Officer, for his services in connection with the New Credit Agreement, Offering and acquisition of the CDM Business.