SUBSEQUENT EVENTS	9 Months Ended
Sep. 30, 2022
SUBSEQUENT EVENTS.
SUBSEQUENT EVENTS	NOTE 17 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 14, 2022, which is also the date these consolidated financial statements were available to be issued, and has determined that the following subsequent events require disclosure. On October 6, 2022, the Company entered into Unit Subscription Agreements with certain accredited investors in privately negotiated transactions (collectively, the “Purchasers”) as part of a private placement (the “Private Placement”) exempt from registration under the Securities Act of 1933, as amended. Pursuant to the Unit Subscription Agreements, the Company sold 7,481,747 units , each consisting of one share of the Common Stock and one warrant, exercisable at a price of $1.93 per Common Share, to the Purchasers for an aggregate purchase price of approximately $9.5 million based on an offering price equal to the trailing 10-day volume weighted price of $1.26 for each Common Share plus one Warrant. Approximately $3.5 million of the aggregate purchase price related to investments by entities controlled by members of Company management. The closing of the Private Placement occurred on October 6, 2022. On October 7, 2022, the Company entered into a third amendment (the “Third Amendment”) to the LGSA. The Third Amendment divides the initial funding of up to $15.0 million of the Delayed Draw Term Loan Commitment under the LGSA into two tranches of up to $7.5 million each. The first tranche of $7.5 million was borrowed upon the effectiveness of the Third Amendment on October 7, 2022. In connection with the Third Amendment described above, the Company entered into an amendment and restatement of the warrant agreement related to the New Term Facility. The amended and restated warrant agreement provides that holders party thereto are entitled to additional warrants to purchase an aggregate number of shares of Common Stock equal to an incremental 3.75%, to be divided into two separate increments of 1.875% each, of the fully diluted equity of the Company, determined on the date of the funding of the two separate sub-tranches of $7.5 million each pursuant to the Third Amendment. One investor, NovaWulf Digital Master Fund, L.P., with a principal balance of $0.9 million of the $7.5 million borrowing, is a related party due to cumulative voting control by members of Company management and a member of the Company’s board of directors. On October 7, 2022. the Company issued warrants to purchase 2,667,678 shares of Common Stock at $0.01 per share. On October 25, 2022, the Company entered into a letter agreement with Yorkville pursuant to which it agreed to amend and restate the Promissory Note in its entirety. On October 25, 2022, the Company issued an amended and restated convertible promissory note to Yorkville which, among other things, grants Yorkville the right to extend the maturity date of the Promissory Note from November 25 to December 23, 2022 upon advance notice to the Company and changes the conversion price from $3.75 to $1.26 per share of Common Stock.

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

NOTE 17 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through November 14, 2022, which is also the date these consolidated financial statements were available to be issued, and has determined that the following subsequent events require disclosure.

On October 6, 2022, the Company entered into Unit Subscription Agreements with certain accredited investors in privately negotiated transactions (collectively, the “Purchasers”) as part of a private placement (the “Private Placement”) exempt from registration under the Securities Act of 1933, as amended. Pursuant to the Unit Subscription Agreements, the Company sold 7,481,747 units , each consisting of one share of the Common Stock and one warrant, exercisable at a price of $1.93 per Common Share, to the Purchasers for an aggregate purchase price of approximately $9.5 million based on an offering price equal to the trailing 10-day volume weighted price of $1.26 for each Common Share plus one Warrant. Approximately $3.5 million of the aggregate purchase price related to investments by entities controlled by members of Company management. The closing of the Private Placement occurred on October 6, 2022.

On October 7, 2022, the Company entered into a third amendment (the “Third Amendment”) to the LGSA. The Third Amendment divides the initial funding of up to $15.0 million of the Delayed Draw Term Loan Commitment under the LGSA into two tranches of up to $7.5 million each. The first tranche of $7.5 million was borrowed upon the effectiveness of the Third Amendment on October 7, 2022. In connection with the Third Amendment described above, the Company entered into an amendment and restatement of the

warrant agreement related to the New Term Facility. The amended and restated warrant agreement provides that holders party thereto are entitled to additional warrants to purchase an aggregate number of shares of Common Stock equal to an incremental 3.75%, to be divided into two separate increments of 1.875% each, of the fully diluted equity of the Company, determined on the date of the funding of the two separate sub-tranches of $7.5 million each pursuant to the Third Amendment. One investor, NovaWulf Digital Master Fund, L.P., with a principal balance of $0.9 million of the $7.5 million borrowing, is a related party due to cumulative voting control by members of Company management and a member of the Company’s board of directors. On October 7, 2022. the Company issued warrants to purchase 2,667,678 shares of Common Stock at $0.01 per share.

On October 25, 2022, the Company entered into a letter agreement with Yorkville pursuant to which it agreed to amend and restate the Promissory Note in its entirety. On October 25, 2022, the Company issued an amended and restated convertible promissory note to Yorkville which, among other things, grants Yorkville the right to extend the maturity date of the Promissory Note from November 25 to December 23, 2022 upon advance notice to the Company and changes the conversion price from $3.75 to $1.26 per share of Common Stock.