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Note 14 - Subsequent Events | 6 Months Ended
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Jun. 30, 2021
Notes to Financial Statements |
Subsequent Events [Text Block] | NOTE 14. SUBSEQUENT EVENTS ESOUSA Master Exchange Agreement On July 9, 2021, the Company entered into a new Master Exchange Agreement, (the “New ESOUSA Agreement”) with ESOUSA. Prior to entering into the New ESOUSA Agreement, ESOUSA agreed to acquire the existing promissory notes that had been previously issued by the Company, of up to $15,000,000 in principal amount outstanding plus interest due to RBL. Pursuant to the New ESOUSA Agreement, the Company has the right, at any time prior to July 8, 2022, to request ESOUSA, and ESOUSA agreed upon each such request, to exchange such promissory notes in tranches on the dates when the Company instructs ESOUSA, for such number of shares of Common Stock as determined under the New ESOUSA Agreement based upon the number of shares of Common Stock (already in ESOUSA’s possession) that ESOUSA sold in order to finance its purchase of such tranche of the promissory note from RBL. ESOUSA will purchase each tranche of the promissory note equal to 88% of the gross proceeds from the shares of Common Stock sold by ESOUSA to finance the purchase of such exchange amount from RBL. Each such tranche to be $100,000 unless otherwise agreed to in writing by the Company and ESOUSA. Mullen Second Amended and Restated Agreement and Plan of Merger On July 20, 2021, the Company entered into a Second Amended and Restated Agreement and Plan of Merger (the “Restated Merger Agreement”) with Mullen, Merger Sub and Mullen Automotive, which amended, restated and replaced in its entirety the Prior Restated Merger Agreement. The Restated Merger Agreement, among other things, (i) clarified that Mullen is contemplating to assign and transfer to Mullen Automotive all of its electric vehicle business related assets, business and operations, and Mullen Automotive is contemplating assuming certain debt and liabilities of Mullen, prior to the effective time of the Merger and (ii) updated certain schedules contained in the Restated Merger Agreement. RBL Divestiture Agreement On July 20, 2021, the Company entered into the Divestiture Agreement with RBL. Pursuant to the Divestiture Agreement, the Company agreed, subject to the satisfaction of the conditions precedent set forth in the Divestiture Agreement, including the Company’s stockholders’ requisite approval of and the consummation of the Merger and a release of any and all claims and liabilities of the Company and its affiliates with respect to the RBL Loan Agreement, to divest itself of its existing business operations to RBL by a transfer by the Company to RBL of 100% of shares of capital stock of TOT Group, Inc. (“TOT”), a whole-owned subsidiary of the Company, causing RBL to assume TOT’s and the Company’s liabilities directly related to operations of its existing business immediately prior to the closing of such divestiture, in full satisfaction of the outstanding loan balance owed to RBL by the Company and its subsidiaries. As a part of the Divestiture, RBL has agreed not to accelerate payment under the RBL Loan Agreement and, upon closing of the Divestiture, to release the Company and its affiliates from all of the obligations under the RBL Loan Agreement. The Divestiture is contingent upon and subject to the Company’s stockholders’ requisite approval of the Divestiture. If the Company’s stockholders’ requisite approval of the Divestiture is obtained and if the Merger is consummated, the Divestiture will occur immediately prior to the consummation of the Merger.

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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 -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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