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Note 3 - Liquidity | 12 Months Ended
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Dec. 31, 2021
Notes to Financial Statements |
Liquidity and Going Concern [Text Block] | Note 3 – Liquidity and Going Concern The Company’s financial statements are prepared using account principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a cumulative net loss from inception to December 31, 2021 in excess of $20 million. The accompanying financial statements for the year ended December 31, 2021 have been prepared assuming the Company will continue as a going concern. The Company’s cash resources may be insufficient to meet its anticipated needs during the next twelve months. The Company may require additional funding on acceptable terms to support it is planned future operations. Management’s plans include executing on its business plan and raising external funds to the extent needed. If the Company is not successful, there is substantial doubt about the ability to continue as a going concern for one year from the issuance of the accompanying consolidated financial statements. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s primary sources of liquidity have traditionally been comprised of cash and cash equivalents as well as availability under a Credit Agreement. Until September 30, 2021, that Credit Agreement was with PNC (see Note 9), which began in December 2017 as an $18 million revolving credit facility and a $6 million term loan. As noted in Note 9, we encountered a series of challenges in meeting conditions of that agreement, which added to liquidity issues and raised an issue regarding our ability to continue as a going concern during that period. During September 2021, we entered into a new credit agreement with Line Financial, using those proceeds and the proceeds from multiple preferred stock issuances and the sale of preferred stock and the sale / leaseback transaction of our Lake Barrington, IL property (below) to fully repay PNC. The new agreement with Line Financial includes a revolving credit facility for up to $6 million and a term loan of $0.7 million, all supported by the majority of our assets. We also made structural changes to our business, removing the cash required to support subsidiaries that are no longer part of our group and other operating improvements. The combination of these factors is that the Company believes that it has adequate capital available to operate beyond twelve months after the date of this report. During January 2020, we entered into an equity financing arrangement. The primary investor, LF International Pte, purchased $5 million of convertible preferred stock (convertible to common stock at $1 per share). The first $2.5 million was received during January 2020 with the transaction. In February 2020, we received an additional $0.7 million pursuant to an agreement between the parties wherein the Company issued 140,000 shares of common stock as inducement for accelerating this portion of the transaction. During April 2020, an additional $1.3 million of the remaining funds was received pursuant to a second agreement between the parties, wherein the Company issued 260,000 shares of common stock as inducement for accelerating that portion of the transaction. The remaining $0.5 million was received in June 2020. The entire transaction also allowed for up to $2 million of similar shares to be issued to other investors, of which filing approximately $1 million of those shares were sold. In November 2020, we issued 170,000 shares of Series B Preferred for an aggregate purchase price of $1,500,000. The Series B Preferred have an initial stated value of $10.00 per share and liquidation preference over common stock. The Series B Preferred is convertible into shares of our common stock equal to the number of shares determined by dividing the sum of the stated value and any accrued and unpaid dividends by the conversion price of $1.00. In January 2021 we entered into an agreement with a related party, LF International Pte. Ltd. which is controlled by Company director, Chairman, President and Chief Executive Officer, Mr. Yubao Li, to purchase shares of Series C Preferred stock. We issued 170,000 shares of Series C Preferred for an aggregate purchase price of $1,500,000. The Series C Preferred have an initial stated value of $10.00 per share and liquidation preference over common stock. On April 23, 2021, the Company entered into a Purchase and Sale Agreement (“PSA”) with an unaffiliated purchaser (the “Purchaser”) pursuant to which the Company sold its facility in Lake Barrington, Illinois (the “Lake Barrington Facility”), in which our headquarters office, production and warehouse space are located, to the Purchaser. The sale price for the Lake Barrington Facility was $3,500,000, consisting of $2,000,000 in cash and a promissory note with a principal amount of $1,500,000, due and payable on May 3, 2021 (the “Purchaser Promissory Note”). As part of its agreements with PNC, the Company agreed that the full $2,000,000 in cash proceeds from the sale of the Lake Barrington Facility would be applied to repay the $2,000,000 term loan owed to PNC pursuant to the Loan Agreement. The Company further agreed that $1,500,000 in proceeds from the Purchaser Promissory Note was applied to amounts due and owing to PNC under revolving credit advances made pursuant to the Loan Agreement (the “Revolving Loans”). Concurrently with the closing under the PSA, the Company and the Purchaser entered into a lease agreement pursuant to which the Company agreed to lease the Lake Barrington Facility from the Purchaser for a period of ten years. The annual base rent commences at $500,000 for the first year of the term and escalates annually to $652,386 during the last year of the term of the lease. In June 2021, the Company received $1.5 million from a third party as an advance on a proposed sale of Series D Redeemable Convertible Preferred Stock. As of September 30, 2021, the Company was in the process of negotiating and finalizing the terms of the arrangement, which were subsequently finalized. The elimination of certain subsidiaries and business lines has improved our cash flow. The Company believes it is in compliance with its credit facility. The combination of all of these factors has led management to conclude that the Company has adequate capital to operate its business for at least twelve months as of the date of this report.

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