Note 19 - Subsequent Events

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

19. SUBSEQUENT EVENTS

Reverse Stock Split

On April 18, 2023, the Company held a special meeting (the “Special Meeting”) of stockholders of the Company. At the Special Meeting, the Company’s shareholders voted to approve an amendment to the Company’s Certificate of Formation to effect a reverse stock split of the Company’s outstanding common stock (the “Reverse Stock Split”) at a ratio ranging from any whole number between 10-for-1 and 40-for-1, subject to, and as determined, by the board of directors.

Following the Special Meeting, the board of directors of the Company approved a 1-for-40 Reverse Stock Split. The Reverse Stock Split became effective on April 21, 2023.

Upon effectiveness of the Reverse Stock Split, every 40 shares of common stock were automatically combined and converted into one share of common stock. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants.

Shareholders who were entitled to receive fractional share interests of common stock in connection with the Reverse Stock Split (the “Fractional Shareholders”), had their fractional interest rounded up to the nearest whole number of shares (the “Rounded Up Shares”). The determination as to whether the Rounded Up Shares were issuable was based on the total number of shares of common stock that were being exchanged that were held by such Fractional Shareholder, not upon each share of common stock being exchanged.

The purpose of the Reverse Stock Split was to increase the per share trading price of our common stock on the Nasdaq Capital Market to regain compliance with the Bid Price Rule. On May 8, 2023, the Company received a letter from Nasdaq confirming that our common stock had regained compliance with the Bid Price Rule, and as a result, our common stock continues to trade on the Nasdaq Capital Market.

It remains, that the Company is still deficient with the Market Value of Listed Securities (“MVLS”) requirement, as set forth in Nasdaq Listing Rule 5810(c)(3)(C), and has until June 26, 2023 to regain compliance.

Front Line Seller Restriction Period Amendment

On April 1, 2023 the Company, and Tidal Power Group, LLC and Kurt Johnson, collectively referred to as the Front Line Sellers , agreed to amend the restriction period under the Tidal Lockup Letter and Johnson Lockup Letter to be from the Closing until September 30, 2023. All other existing terms remain in full force.

Settlement with Jingoli Power

In April 2023, the Company entered into a settlement agreement with Jingoli Power, LLC (JPOW), under which the Company agreed to pay $34 million dollars and JPOW, upon being paid the entire settlement amount, will bear all costs associated with completing the Black Bear and Happy solar projects.