XML 20 R9.htm IDEA: XBRL DOCUMENT

Note 3 - Acquisitions

3 Months Ended

Mar. 31, 2021

Business Combination and Asset Acquisition [Abstract]

NOTE 3 — Acquisition

On February 26, 2021, the Company entered into the 2021 Technology Transfer Agreement with SpringCard SAS (“SpringCard”). SpringCard is a market leader at the forefront of innovative electronic design and development. Its contactless and wireless solutions support a wide range of customers, from large international corporations to locally focused companies.

Under the 2021 Technology Transfer Agreement, the Company acquired an irrevocable, perpetual, non-exclusive, transferable, worldwide, unlimited, unrestricted, royalty-free, fully paid-up right and license to SpringCard’s Contactless Technology Package for use in the Company’s Contactless Reader/Writer products, D600 and S550. SpringCard received 184,332 shares of the Company’s common stock, subject to a collar, and a 10-year warrant to purchase up to an aggregate of 50,000 shares of the Company’s common stock at the price of $10.85 per share in four equal lots of 12,500 shares each, with each lot exercisable on or after January 1st of 2022, 2023, 2024 and 2025, respectively, until the expiration date of warrant. The common stock was issued on March 29, 2021. The fair value of intangible assets acquired is based on the closing stock price of $7.65 on March 29, 2021. On April 20, 2021, the Company agreed to pay SpringCard the sum of $192,293 to resolve all issues that have arisen due to clerical issues in the implementation of the 2021 Technology Transfer Agreement. The Company and SpringCard both agreed that, with this payment, the Company shall have no further financial obligation to SpringCard under the 2021 Technology Transfer Agreement. The Unaudited Condensed Balance Sheets include the intangible assets of the acquired technology at the value of $1,909,433.

The SpringCard intangible assets will be amortized over their estimated useful lives of fifteen years on a straight-line basis, commencing April 1, 2021. The estimated future amortization of intangible assets is as follows:

Fiscal Year	Amount
2021 (April 1, 2021 to December 31, 2021)	$	95,472
2022		127,296
2023		127,296
2024		127,296
2025		127,296
Thereafter		1,304,777
	$	1,909,433