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SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 30, 2024
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 16. SUBSEQUENT EVENTS On October 1, 2024, the Company entered into a master transaction terms agreement (the “Master Agreement”) with Liqueous LP, (the “Investor”) pursuant to which, the Company and the Investor established a strategic financing framework for short-term and long-term financing for the Company. The Master Agreement provides for: (i) an immediate capital infusion from the Investor of $3.0 million at current market price, (ii) subsequent weekly capital infusions of $1,250,000 at market price until an additional $10.0 million has been invested; (iii) the acquisition and conversion of certain outstanding notes, with each $1.00 of debt converted into $2.00 of common stock at market price; (iv) an adjustment to current market price of certain outstanding pre-funded warrants held by the Investor having a current cash value of approximately $2.2 million; and (v) the implementation of a $50 million equity line of credit (the “ELOC”) pursuant to which the Company may require the Investor to purchase common stock from time-to-time in the amounts and for the prices determined in accordance with the terms of the ELOC. Before the ELOC may be fully utilized, shares subject to the ELOC must be registered for resale and the Company must obtain consent from stockholders to issue shares in excess of 19.99% of the Company’s common stock as of the date of the ELOC. The Investor was also required to engage in good faith best efforts to prepay or otherwise acquire outstanding notes held by Esousa, given among other things the failure to achieve quorum at the special meeting called to approve the Esousa transaction and the restrictions on the issuance of additional shares until after such time as such stockholder approval is obtained. The full initial amounts due under the Master Agreement were not yet paid to the Company and Esousa’s notes remained outstanding, when the Company received claims from certain existing investors alleging that the Master Agreem ent violated the terms of their existing investments and Esousa enjoined us from issuing future securities, with certain exceptions, during the Restricted Period. The Company called a special stockholder meeting to approve the securities issuable upon conversion of the Esousa notes, which had been scheduled to take place on September 27, 2024. The proxy statement relating to such meeting requested approval of securities issuances in other capital raising transactions as well, which would have facilitated certain transactions under the Master Agreement. However, the Company was unable to achieve quorum and was forced to adjourn, and then ultimately cancel, the special meeting. The Company timely filed a registration statement, which it anticipates will be effective during the fourth quarter of 2024 and has filed a proxy statement for a second stockholder meeting to approve, among other things, the issuances of shares in connection with the Esousa and Liqueous transactions, which is scheduled to take place on December 27, 2024. The Company has negotiated financing transactions that would provide capital necessary to continue its path to commercialization; however, if the Company is unable to obtain the required stockholder approval to issue additional securities (and consent from certain investors with additional contractual rights to the extent required) or the counter parties do not perform under the terms of such financing agreements, the Company will not be able to sustain operations and will need to consider alternatives, which could include a sale, liquidation, or dissolution of the business or a foreclosure by its senior secured creditors.

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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 -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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