0001213900-23-093792.txt : 20231207 0001213900-23-093792.hdr.sgml : 20231207 20231206180209 ACCESSION NUMBER: 0001213900-23-093792 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 127 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20231207 DATE AS OF CHANGE: 20231206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMSovereign Holding Corp. CENTRAL INDEX KEY: 0001178727 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 465538504 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39379 FILM NUMBER: 231470677 BUSINESS ADDRESS: STREET 1: 6890 E. SUNRISE DRIVE STREET 2: SUITE 120-506 CITY: TUCSON STATE: AZ ZIP: 85750 BUSINESS PHONE: 206-796-0173 MAIL ADDRESS: STREET 1: 6890 E. SUNRISE DRIVE STREET 2: SUITE 120-506 CITY: TUCSON STATE: AZ ZIP: 85750 FORMER COMPANY: FORMER CONFORMED NAME: ComSovereign Holding Corp. DATE OF NAME CHANGE: 20200504 FORMER COMPANY: FORMER CONFORMED NAME: ComSovereign Holding Corp DATE OF NAME CHANGE: 20191210 FORMER COMPANY: FORMER CONFORMED NAME: DRONE AVIATION HOLDING CORP. DATE OF NAME CHANGE: 20140508 10-K 1 f10k2022_comsover.htm ANNUAL REPORT

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2022

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission File Number 001-39379

 

COMSOVEREIGN HOLDING CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   46-5538504
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification Number)
     
6890 E Sunrise Drive, Suite 120-506, Tucson, AZ   85750
(Address of Principal Executive Offices)   (Zip Code)

 

(206) 796-0173

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   COMS   The Nasdaq Stock Market LLC
         
Warrants to purchase Common Stock   COMSW   The Nasdaq Stock Market LLC
         
9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share    COMSP   The Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☐  No ☒

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐  No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

  Large accelerated filer ☐  Accelerated filer ☐  Non-accelerated filer ☒
  Smaller reporting company ☒ Emerging growth company ☐   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☒

 

As of June 30, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was $11,780,053 (based on the closing price of the common stock as reported on The Nasdaq Stock Market LLC of $16.90 per share).

 

There were 2,695,571 shares of the Registrant’s Common Stock, $0.0001 par value, outstanding as of December 6, 2023.

 

 

 

 

 

 

COMSOVEREIGN HOLDING CORP.

 

TABLE OF CONTENTS

 

PART I
     
Item 1 Business 1
     
Item 1A Risk Factors 12
     
Item 1B Unresolved Staff Comments 32
     
Item 2 Properties 32
     
Item 3 Legal Proceedings 33
     
Item 4 Mine Safety Disclosures 34
     
PART II
     
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35
     
Item 6 [Reserved] 35
     
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 35
     
Item 7A Quantitative and Qualitative Disclosures About Market Risk 44
     
Item 8 Financial Statements and Supplementary Data 44
     
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 44
     
Item 9A Controls and Procedures 44
     
Item 9B Other Information 44
     
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 44
     
PART III
     
Item 10 Directors, Executive Officers and Corporate Governance 45
     
Item 11 Executive Compensation 51
     
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 55
     
Item 13 Certain Relationships and Related Transactions, and Director Independence 57
     
Item 14 Principal Accounting Fees and Services 57
     
PART IV
     
Item 15 Exhibits and Financial Statement Schedules 58
     
Item 16 Form 10-K Summary 59
     
SIGNATURES 60

 

As used in this Annual Report on Form 10-K, the terms “we,” “us,” “our” and the “Company” mean COMSovereign Holding Corp. and its subsidiaries (unless the context indicates a different meaning).

 

i

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report includes forward-looking statements. These statements involve risks known to us, significant uncertainties, and other factors which may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by those forward-looking statements.

 

Some of the statements under “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report constitute “forward-looking statements” that represent our beliefs, projections and predictions about future events. From time to time in the future, we may make additional forward-looking statements in presentations, at conferences, in press releases, in other reports and filings and otherwise. Forward-looking statements are all statements other than statements of historical fact, including statements that refer to plans, intentions, objectives, goals, targets, strategies, hopes, beliefs, projections, prospects, expectations or other characterizations of future events or performance, and assumptions underlying the foregoing. The words “may,” “could,” “should,” “would,” “will,” “project,” “intend,” “continue,” “believe,” “anticipate,” “estimate,” “forecast,” “expect,” “plan,” “potential,” “opportunity,” “scheduled,” “goal,” “target,” and “future,” variations of such words, and other comparable terminology and similar expressions and references to future periods are often, but not always, used to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements about the following:

 

  ● our prospects, including our future business, revenues, expenses, net income, earnings per share, gross margins, profitability, cash flows, cash position, liquidity, financial condition and results of operations, backlog of orders and revenue, our targeted growth rate, our goals for future revenues and earnings, and our expectations about realizing the revenues in our backlog and in our sales pipeline;

 

  ● the potential impact of pandemics, natural disasters and supply chain issues on our business and results of operations;

 

  ● the effects on our business, financial condition and results of operations of current and future economic, business, market and regulatory conditions, including the current economic and market conditions and their effects on our customers and their capital spending and ability to finance purchases of our products, services, technologies and systems;

 

  ● the effects of fluctuations in sales on our business, revenues, expenses, net income, earnings per share, margins, profitability, cash flows, capital expenditures, liquidity, financial condition and results of operations;

 

  ● our products, services, technologies and systems, including their quality and performance in absolute terms and as compared to competitive alternatives, their benefits to our customers and their ability to meet our customers’ requirements, and our ability to successfully develop and market new products, services, technologies and systems;

 

  ● our markets, including our market position and our market share;

 

  ● our ability to successfully develop, operate, grow and diversify our operations and businesses;

 

  ● our business plans, strategies, goals and objectives, and our ability to successfully achieve them;

 

  ● the sufficiency of our capital resources, including our cash and cash equivalents, funds generated from operations, availability of borrowings under our credit and financing arrangements and other capital resources, to meet our future working capital, capital expenditure, lease and debt service and business growth needs;

 

  ● the value of our assets and businesses, including the revenues, profits and cash flows they are capable of delivering in the future;

 

  ● the effects on our business operations, financial results, and prospects of business acquisitions, combinations, sales, alliances, ventures and other similar business transactions and relationships;

 

  ● industry trends and customer preferences and the demand for our products, services, technologies and systems; and

 

  ● the nature and intensity of our competition, and our ability to successfully compete in our markets.

 

These statements are necessarily subjective, are based upon our current plans, intentions, objectives, goals, strategies, beliefs, projections and expectations, and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based, or the success of our business.

 

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that may cause actual results, our performance or achievements, or industry results to differ materially from those contemplated by such forward-looking statements include, without limitation, those discussed under the caption “Risk Factors” in this report.

 

ii

 

 

PART I

 

ITEM 1. BUSINESS 

 

Business Overview

 

We are a provider of solutions to network operators, mobile device carriers, governmental units and other enterprises worldwide. We have assembled a portfolio of communications and portable infrastructure technologies, capabilities and products that enable the upgrading of latent 3G networks to 4G and 4G-LTE networks and will facilitate the rapid roll out of the 5G and 6G networks of the future. We focus on novel capabilities, including signal modulations, antennae, software, hardware and firmware technologies that enable increasingly efficient data transmission across the electromagnetic spectrum. Our product solutions are complemented by a broad array of services, including technical support, systems design and integration, and sophisticated research and development programs. While we compete globally on the basis of our innovative technology, the breadth of our product offerings, our high-quality cost-effective customer solutions, and the scale of our global customer base and distribution, our primary focus is on the North American telecom infrastructure and service market. We believe we are in a unique position to rapidly increase our near-term domestic sales as we are among the few U.S. based providers of telecommunications equipment and services.

 

We provide the following categories of product offerings and solutions to our customers: 

 

●Wireless Transport Solutions. We offer a line of high-capacity packet microwave solutions that drive next-generation intellectual property (“IP”) networks. Our carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data. Our solutions enable service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of our product portfolio is wireless network transport, including a range of products ideally suited to support the emergence of underlying small cell networks. Additional solutions include leased-line replacement, last mile fiber extension and enterprise networks.

 

  ● Edge Compute Capable 4G LTE and 5G Network in a Box. We offer both 4G/LTE and 5G New Radio (“NR”) based Network in a Box capable of connecting to other access radios or directly to mobile devices such as mobile phones and other Internet-of-things devices. The all-in-one mobile networks support edge-based application hosting and enable third-party service integration.

 

  ● Tethered Drones and Aerostats. We design, manufacture, sell and provide logistical services for specialized tethered aerial monitoring and communications platforms serving national defense and security customers for use in applications such as intelligence, surveillance, and reconnaissance (“ISR”) and tactical communications. We focus primarily on a suite of tethered aerostats known as the Winch Aerostat Small Platform, which are principally designed for military and security applications and provide secure and reliable aerial monitoring for extended durations while being tethered to the ground via a high-strength armored tether. Our recently acquired HoverMast line of quadrotor-tethered drones feature uninterruptible ground-based power, fiber optic communications for cyber immunity, and the ability to operate in GPS-denied environments while delivering dramatically-improved situational awareness and communications capabilities to users.

 

We are also developing processes that we believe will significantly advance the state-of-the-art in silicon photonic (“SiP”) devices for use in advanced data interconnects, communication networks and computing systems. We believe our novel approach will allow us to overcome the limitations of current SiP optical modulators, dramatically increase computing bandwidth, and reduce drive power while offering lower operating costs. In addition, we are seeking to leverage our AI capabilities in our Non-Line of Sight (NLOS) unlicensed radio enhancing and extending these capabilities to further support our customers’ environments while expanding and extending our footprint of AI capabilities through new partnerships.

 

Our engineering and management teams have extensive experience in optical systems and networking, digital signal processing, large-scale application-specific integrated circuit design and verification, SiP design and integration, system software development, hardware design, high-speed electronics design and network planning, installation, maintenance, and servicing. We believe this broad expertise in a wide range of advanced technologies, methodologies, and processes enhances our innovation, design and development capabilities, and has enabled us, and we believe will continue to enable us, to develop and introduce future-generation communications and computing technologies. In the course of our product development cycles, we engage with our customers as they design their current and next-generation network equipment in order to gauge current and future market needs.

 

1

 

 

Our Business

 

Our CORE business is comprised of the following products:

 

  ● Licensed Microwave (DragonWave-X LLC). DragonWave-X, LLC and its operating subsidiaries, DragonWave Corp. and DragonWave-X Canada, Inc. (collectively, “DragonWave”)), are a manufacturer of high-capacity microwave and millimeter wave point-to-point telecom backhaul radio units. DragonWave and its predecessor have been selling telecom backhaul radios since 2012 and its microwave radios have been installed in over 330,000 locations in more than 100 countries worldwide. According to a report of the U.S. Federal Communications Commission, as of December 2019, DragonWave was the second largest provider of licensed point-to-point microwave backhaul radios in North America. DragonWave was acquired by ComSovereign in April 2019 prior to the ComSovereign Acquisition. On May 23, 2022, the Company sold the assets of DragonWave’s Canadian subsidiary, and transferred the related employees and assigned the Canadian lease of DragonWave’s Canadian subsidiary, to a third party.

 

  ● 4G and 5G Edge Compute (Virtual NetCom, LLC). Virtual NetCom, LLC (“VNC”)) is an edge compute focused wireless telecommunications technology developer and equipment manufacturer of both 4G LTE Advanced and 5G NR capable radio equipment. VNC designs, develops, manufactures, markets, and supports a line of network products for wireless network operators, mobile virtual network operators, cable TV system operators, and government and business enterprises that enable new sources of revenue, and reduce capital and operating expenses. We acquired the product (formerly VNC) in July 2020.

 

  ● Unlicensed Microwave (FastBack). Skyline Partners Technology LLC, which conducted business under the name Fastback Networks (“Fastback”)), is a manufacturer of intelligent backhaul radio (“IBR”) systems that deliver high-performance wireless connectivity to virtually any location, including those challenged by Non-Line of Sight limitations. Fastback’s advanced IBR products allow operators to economically add capacity and density to their existing cellular networks and expand service coverage density with small cells. These solutions also allow operators to both provide temporary cellular and data service utilizing mobile/portable radio systems and provide wireless Ethernet connectivity. We acquired Fastback in January 2021.

 

  ● Engineering Services (Silver Bullet Technology, Inc.) enables us to provide engineering services including the design and develop of next generation network systems and components, including large-scale network protocol development, software-defined radio systems and wireless network designs. ComSovereign acquired Silver Bullet in March 2019 prior to the ComSovereign Acquisition.

 

  ● Mobile Edge Compute (SAGUNA Networks Ltd.) based in Yokneam, Israel, is the software developer behind the award-winning SAGUNA Edge Cloud, which transforms communication networks into powerful cloud-computing infrastructures for applications and services, including augmented and virtual reality, Internet of Things (“IoT”), edge analytics, high-definition video, connected cars, autonomous drones and more. SAGUNA allows these next-generation applications to run closer to the user in a wireless network, dramatically cutting down on latency, which is a fundamental and critical requirement of 5G networks. SAGUNA’s Edge Cloud operates on general purpose computing hardware but can be optimized to support the latest artificial intelligence and machine learning features through dedicated accelerators. We acquired SAGUNA in October 2021. In order to conserve cash, SAGUNA idled the employees in June 2022.

 

Our NONCORE business is comprised of the following products:

  

  ● Drones (Lighter Than Air Systems Corp., doing business under the name Drone Aviation) based in Jacksonville, Florida develops and manufactures cost-effective, compact and enhanced tethered unmanned aerial vehicles, including Lighter-Than-Air aerostats and drones that support surveillance sensors and communications networks. We acquired Drone Aviation in June 2014.

 

  ● Silicon Photonics (VEO Photonics, Inc.) based in San Diego, California, is a research and development group innovating SiP technologies for use in copper-to-fiber-to-copper switching, high-speed computing, high-speed ethernet, autonomous vehicle applications, mobile devices and 5G wireless equipment. ComSovereign acquired VEO in January 2019 prior to the ComSovereign Acquisition. In order to conserve cash, VEO idled the employees in June 2022.

 

As part of the Company’s restructuring, commencing January 1, 2023, the Company integrated its previously separate reporting units, including employing a single integrated sales function, and the Chief Executive Officer manages the Company and makes decisions based on the Company’s consolidated operating results.

 

2

 

 

Nasdaq Compliance Developments

 

Throughout most of 2022, our common stock was not in compliance with the $1.00 minimum closing bid price requirement. We were given grace periods and regained compliance on or about February 27, 2023, by having the closing bid price of our common stock exceed $1.00 for a minimum of ten (10) consecutive trading days during the grace period by implementing a 1-for-100 reverse stock split of our outstanding common stock on February 10, 2023.

 

On February 27, 2023, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), the $1.00 minimum closing bid price requirement (“minimum bid price”) price of the Company’s common stock following the successful filing of its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 pursuant to Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports (“filing requirements”) with the Securities and Exchange Commission (“SEC”).

 

On March 31, 2023, the Company filed a notice of late filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) would not be timely filed. On April 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed the Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. On May 17, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed the Form 10-K or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the "Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rules. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company has not filed its Form 10-K for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules.

 

The Company requested and obtained a hearing before the Panel as well as a further stay of any additional action by Nasdaq pending the issuance of a decision by the Panel. There can be no assurance that a favorable decision will be obtained.

 

If the Company fails to timely regain compliance with the Nasdaq Listing Rule within any grace period granted by the Nasdaq Hearings Panel, the Company’s common stock, warrants and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. There is no assurance that the Company will regain compliance during any grace periods or be able to maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to regain compliance during a grace period, Nasdaq will notify us that our common stock, warrants, and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be delisted from The Nasdaq Capital Market.

 

On June 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s minimum Market Value of Publicly Held Shares, as defined by Nasdaq ("MVPHS”), of the Company’s 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock ("Preferred Stock”) has been below the minimum $1 million requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5555(a)(4) (the "Minimum Market Value of Publicly Held Shares Requirement”). Under Nasdaq rules, the Company will have the opportunity to appeal the delisting decision to a Nasdaq Hearings Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days from receipt of the letter, or until December 18, 2023, to regain compliance with the Minimum Market Value of Publicly Held Shares Requirement. To regain compliance with the Minimum Market Value of Publicly Held Shares Requirement, the Company’s Preferred Stock MVPHS must be $1 million or more for a minimum of 10 consecutive business days during the compliance period ending on December 18, 2023. There can be no assurance that the Company will be able to regain compliance with either listing requirement.

 

3

 

 

Our Industry

 

We participate in the large and growing global market for connectivity and essential communications infrastructure. This market is being driven by the growth in demand for data-intensive bandwidth and the necessity for reduced latency (the time it takes to send data from one point to another) associated with the continued demand of smartphones, tablets and machine-to-machine (M2M) communication, as well as the proliferation of data centers, big data, cloud-based services, streaming media content and IoT. In addition, video and gaming distribution over the broadband IP network is transforming how content is managed and consumed overall. This increase in data usage and demand is taxing available broadband of many service providers, which requires far more efficient technologies to meet demand. For example, in reaction to the COVID-19 pandemic, a leading media streaming service reduced the quality of videos from high definition to standard definition in certain regions in order to free up additional bandwidth required by workers performing online functions from their homes.

 

Today’s cellular networks are predominantly based on 4G technologies. These networks constantly undergo expansion of coverage and densification with additional sites to cater to higher demands for speeds and to make more services available per given area. According to certain publications and as of the fourth quarter 2019, 33 operators across 18 countries, representing 8% of the global mobile connections base (excluding cellular IoT), have launched commercial 5G mobile services, and 77 operators have announced plans to launch 5G services in the coming months. These investments in 5G radio network infrastructure, and consequently, associated wireless data hauling, are expected to gradually increase during the next several years. In order to allocate spectrum resources for 4G and 5G, many network operators are shutting down their 2G and/or 3G network (a “network sunset”) in order to re-allocate radio access network frequency bands to 4.5 and 5G services. These market dynamics of network expansion and densification have resulted in higher demand for wireless hauling capacity at increased density, requiring more sophisticated services over the network at far higher volumes than were available in recent years. Such services include the many 5G use cases, which among others, include enhanced mobile broadband, mission critical services, IoT and Industrial IoT, gigabit broadband to homes, multi gigabits services to enterprises and more.

 

The term “5G” is misunderstood by most consumers who believe it is simply another layer of technology over the top of current 4G LTE infrastructures. However, this is not the case. While 4G LTE Advanced is a part of a large platform upon which 5G rests, according to many industry studies, significantly more 4G LTE/A will be required before 5G becomes a reality. 5G is an entirely new infrastructure that must be standardized for widespread adoption and must be agile enough to accommodate wireless devices of all kinds, not just cellular smartphones. The 5G enhancements specific to “IoT” will enable the connection of the internet to telemedical devices, gaming, video and television, smart-home devices, such as thermostats, alarms, lighting and garage doors, smartphones, driverless cars and traffic signals, laptops, desktops, Wi-Fi, logistic reporting devices on semi-tractor trucks and trains and a plethora of other use cases. It must do so seamlessly and with a fraction of the current “round-trip” response time of data. This requires that data centers be closer to the network’s “edge” where the devices connect to the wireless small cells. As a result, data centers and many of the other functions will require virtualization and eventually artificial intelligence (AI) algorithms and machine learning to route data requests to these virtualized data centers to keep latency to a minimum.

 

There are several major trends that we expect to drive network deployments and investment. The GSM Association (“GSMA”), a mobile telecom association to which most large infrastructure participants and mobile carriers are members, nearly mirrors our findings and impressions in its report on the state of mobile internet connectivity. Many of these trends and findings follow.

 

The Challenges of Connectedness

 

It is said in business that to remain static is to die. To understand the need for technological advancements and infrastructure growth in the cellular telecommunications industry, one must first understand the market factors driving these changes. In 2018, nearly 300 million people connected to mobile internet data for the first time. This increased the total number of internet connected users to more than 3.5 billion people worldwide. This type of connectivity now drives the global economy as more and more diverse commerce is conducted through wireless data access. However, since lower-income countries and regions have only approximately 40% of their population connected to the internet compared to 75% in high-income regions, these lower income areas are finding it increasingly difficult to raise their social and economic status. Getting these deficient regions (and the approximately 4 billion people inhabiting those regions who are unable to connect to the internet) connected is only one challenge. The other and equally difficult challenge is the density of urban areas in the higher income areas and the sophistication of the electronic communications and computing devices in those areas that require increasingly faster data. We plan to target both challenges by providing economical solutions and infrastructure building blocks to lower-income geographic areas around the world, which we expect we will initially sell through our resellers, distributors and other partners, while leading the world in innovative new technologies to make the realization of 5G and the next generations (“nG”) a reality.

 

4

 

 

Evolving Network Architecture and Technology

 

The pace of change in networking has increased in recent years as consumers and data-driven businesses utilize more bandwidth with increasingly complex mobile and connected devices. Cellular networks are now experiencing exponential growth in network infrastructures, which is revolutionizing how consumers connect to each other and changing the network architecture needed to support consumer demand. This trend requires better network coverage, greater broadband access, increased capacity, and larger data storage capacity.

 

Our customers are working to transition their networks to become faster, more responsive, and more efficient. We believe the following findings will continue to impact our company and the industry during 2021 and beyond.

 

  (1) Coverage Gaps Declining:  Less than 10% of people globally (approximately 750 million) now have no access to a mobile broadband network as compared to approximately 24% only five years ago.

 

  (2) Usage Gaps an Issue:  Approximately 3.3 billion people live in areas in which internet coverage exists but do utilize it. In other words, the usage gap is four times greater than the coverage gap.

 

  (3) Affordability:  Mobile broadband usage is becoming more affordable across all regions, but its affordability is still short of the desired 2% or less of monthly per capita income. This cost of usage is keeping some users from participating online. There is also a perception in many low-income regions that internet usage will not contribute enough to their security, safety, and commerce to warrant the expense. In addition, device cost remains high and thus a barrier to entry.

 

  (4) Prevalence of Use:  Social media and instant messaging account for the majority of mobile usage. Online calls, news links, video streaming services such as YouTube and Vimeo, and gaming are the other most prevalent activities.

 

  (5) Macro Level:  The mobile industry contributed $4 trillion dollars to the global gross domestic product (GDP) last year (or almost 5% of the total GDP). A recent study conducted by Dr. Raul Katz and Fernando Collorda for the International Telecommunication Union, a specialized agency of the United Nations for information and communication technologies, concluded that a 10% increase in mobile broadband connectivity would lead to an increase in GDP of roughly 2% in both developed and underdeveloped regions.

 

  (6) Micro Level:  Gallup and GSMA polls both found that mobile ownership and internet connectivity is associated with an improvement in people’s lives, as evidenced by increases in net positive emotions and average life evaluations (not the same as longevity).

 

Transition from Traditional to the IoT

 

The IoT is rapidly evolving from an industry trend to a tangible, mature, established technology. Many operators have begun to transition to operable 5G networks and have announced deployments of 5G technology. This technology is primarily operating at higher frequency, such as millimeter wave radios, and using higher order (more efficient) modulation methods to improve network capacity. The number of 5G-enabled devices is expected to continue to increase during 2023 and accelerate beyond that. The primary benefits of 5G are expected to include:

 

  ● enhanced mobile broadband to support significant improvement in data rates and user experience in both the uplink and downlink;

 

  ● massive M2M communications capabilities to support the expected billions of connections between machines as well as short bursts of information to other systems; and

 

  ● low latency, high reliability to support applications that are critical or are needed in real time, like factory machines, virtual reality, and augmentation.

 

Wireless operators will need to both acquire and launch new spectrum for 5G, as well as continue their strategy of re-allocation of spectrum from one generation to another. Some of this spectrum will be at much higher frequencies and will use new technologies to deliver exceptional amounts of bandwidth to subscribers. 5G also requires significant fiber infrastructure to connect wireless access points to each other to improve the response time of the network. As wireless operators transition toward 5G, they must also manage the fundamental network deployment issues of site acquisition, power, backhaul and in-building wireless proliferation.

 

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In addition to investment required by wireless operators, the transition to 5G could also spark an investment cycle by cable operators as they upgrade their networks to compete with fixed wireless broadband, which could become a viable alternative to traditional broadband internet access.

 

Our Growth Strategy  

 

Under the leadership of our senior management team, we intend to address and exploit the large and growing market for internet connectivity and essential communications infrastructure as we continue to build our sales, marketing, and operations groups to support our planned growth while focusing on increasing operating margins through cost control measures. While organic growth will be our primary focus in driving our business forward, we expect acquisitions and select teaming and partnering arrangements with other companies will play a strategic role in strengthening our existing product and service lines and providing cross-selling opportunities. We are pursuing several growth strategies, including:

 

  ● Continue to Innovate and Extend our Technology Leadership.  Mobile broadband infrastructure innovations are required to dramatically improve the commercial viability of both the 4G LTE and 5G buildouts. It is well documented that substantially more infrastructure is required for 5G to be viable. However, with the huge increase in radio access network components required for an IoT/5G buildout, relative capital costs must come down to allow data to remain affordable. This requires doing more with less through “innovation.” We expect our continued investments in research and development will enable us to continue to provide innovative products to the marketplace. For example, in 2024 we expect to demonstrate initial products incorporating our patented In-Band Full-Duplex technology, which is expected to greatly improve wireless transmission efficiency, and as a result, the data throughput, of wireless spectrum channels. We also continue to pursue VEO’s SiP research, discoveries and developments, which we believe will not only eliminate the current log-jam many internet providers and data centers experience by providing significantly greater data speed and throughput in the switch that converts data bits from voltage modulations in the copper used in radios to light modulations that are used in fiber, and vice versa, but will also form the technological basis for the future of chip-to-chip light computing.

 

  ● Enhance Sales Growth.  We intend to generate additional growth opportunities by:

 

  ● Growing our customer base and geographic markets.  We intend to drive new customer growth by expanding our direct sales force focused on the mobile infrastructure markets. The initial focus of our direct sales program will be North America, with foreign sales coming through licensed channel partners and advisory personnel. In addition, we expect to leverage our existing base of resellers and more than 700 legacy customers to help proliferate the knowledge globally of our technical superiorities and increase our customer base.

 

  ● Increasing penetration within existing customers.  We plan to continue to increase our product penetration within our existing customer base by expanding the breadth of our product and service offerings to provide for continued cross-selling opportunities. For example, while we believe DragonWave is well known for its microwave backhaul radio products, we have additional millimeter wave frequency designs that can be offered to existing customers, as well as new customers. Further, the Fastback IBR radio products have seen a strong increase in customer demand over other lines and we plan to continue to feed that demand over the coming year.

 

  ● Focus on Innovation to Solve Critical Problems.  We plan to build on our legacy of innovation and on our portfolio of patents and patent applications by continuing to invest in research and development. We expect to focus on expanding the functionality of our backhaul and access equipment products, while investing in capabilities that address new market opportunities. We believe this strategy will enable new high-growth opportunities and allow us to continue to deliver differentiated high-value products and services to our customers. We also intend to utilize our deep industry expertise to offer unique perspectives to solve customers’ challenges. We intend to focus our investment on high-growth markets.

 

  ● Become a Preferred Partner to our Customers.  We plan to expand our position within the telecom industry by developing and enhancing value-creating partner relationships with our customers, suppliers and distributors, as well as our channel and technology partners. We intend to expand these relationships by innovating, collaborating and selling with our customers. We expect to meet our commitments and maintain our product quality while collaborating with our customers to ensure we are providing solutions to their key network challenges.

 

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  ● Pursue Strategic Relationships.  We expect to continue to pursue strategic technology and distribution relationships, alliances and acquisitions that will help us align with the strategic priorities of our customers. We intend to continue to invest in technologies to ensure interoperability across the ecosystems that support our customers’ most critical business processes through our partner programs. We continue to work with current industry partners while exploring a range of new partnerships to expand the products and services we offer.

 

  ● Grow Revenues and Market Share through Selective Acquisitions.  Though not our strategy, we continue to explore the potential acquisition of private companies or technologies that can enhance our earnings and offer complementary products and services or expand our geographic and industry reach. We believe such acquisitions can help us to accelerate our revenue growth, leverage our existing strengths and capture and retain more work in-house as a prime contractor for our customers, thereby contributing to our profitability. We also believe that increased scale will enable us to bid and take on larger contracts.

 

  ● Increase Operating Margins by Leveraging Operating Efficiencies.  We believe that by centralizing administrative functions, consolidating insurance coverage, and eliminating redundancies across our newly acquired businesses, we will be positioned to offer more integrated end-to-end solutions and improve operating margins. We will also seek to reduce our manufacturing costs to increase our margins.

 

Our Products 

 

All our products enhance or directly contribute to the overall telecommunication infrastructure and fall within the following product groups:

 

Micro and Millimeter Microwave Technologies and Products

 

We design, manufacture, and sell best-in-class (as defined by power, signal efficiency and range), microwave packet radio equipment for telecommunications and data. Our Harmony-branded line of backhaul radios are data efficient and offer one of the most powerful, longest-range solutions for backhaul in the industry. The Fastback Intelligent Backhaul Radio (“IBR”) offers a unique and patented “point-to-any-point” microwave backhaul solution that solves critical issues across both private and public networks. Our line of radio models have the following characteristics:

  

  ● Harmony Enhanced MC:  Our Harmony Enhanced MC radios are high-capacity packet microwave radios that build upon the Harmony Enhanced family of radios by delivering a multi-carrier channel system and doubling the capacity available in a single microwave outdoor unit. Because the radio and modem are integrated into a single highly compact outdoor unit, Harmony Enhanced MC is a zero-footprint solution that eliminates rack congestion and minimizes colocation space. The ultra-high power increases the overall system gain and allows for deployment of smaller dishes, higher order modulations or increased link availability. Our Harmony MC radios also achieve the highest degree of spectral efficiency (with 4096 QAM capability, 112-megahertz (MHz) channel support, and leading system gain) in the marketplace, delivering more capacity per channel with a longer reach than any other all-outdoor microwave system.

 

  ● Fastback IBR: The Fastback IBR fuses advanced radio frequency and software-defined radio technologies; sophisticated switching and LTE silicon, proprietary architecture, signal processing and antenna array design — all in a single device. The result is an intelligent, versatile, and easily installed radio device that delivers multiple “firsts” in backhaul operation. The IBR is packed with advances, including highest speed with lowest latency, breakthroughs in transmission to ease set-up and mitigate interference, on-board power to simplify install, and a compact design that guarantees deployment in any location or environment. These innovations address customers’ real-world challenges of network densification, both technically and economically. From macrocell upgrades in line of site (“LOS”) and non-line of site (“nLOS”) conditions, to new connectivity across fully-obstructed NLOS environments, the IBR has proven its ability to delivery carrier grade reliability.

 

Engineering efforts are underway now with two additional enhancements — full-duplex and transpositional modulation waveforms that will be programmed to significantly enhance the spectral efficiency of our microwave radios, and, we believe, will far exceed our competitor’s offerings. These enhancements have the following characteristics:

 

  ● In-Band Full-Duplex Technology:  During 2024, we expect to demonstrate our first microwave products incorporating our proprietary in-band full-duplex technology that was innovated by our Lextrum subsidiary. This technology, which is useful in almost any wireless communication system, functions by essentially doubling the data throughput on existing antennae by sending and receiving simultaneously on the same frequency. This capability is critical in backhaul networks (tower-to-tower applications) and is a fundamental component of 5G wireless technology if it is to operate most efficiently. Following commercial rollout of this technology in our own products, Lextrum expects to begin licensing its technology for use to other radio designers and manufacturers, which we believe will generate license and royalty fee revenues commencing in late 2024.

 

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Software Offerings

 

Our Mobile Edge Compute, Edge Cloud, transforms communication networks into powerful cloud-computing infrastructures for applications and services, including augmented and virtual reality, Internet of Things (“IoT”), edge analytics, high-definition video, connected cars, autonomous drones and more. SAGUNA allows these next-generation applications to run closer to the user in a wireless network, dramatically cutting down on latency, which is a fundamental and critical requirement of 5G networks. SAGUNA’s Edge Cloud operates on general purpose computing hardware but can be optimized to support the latest artificial intelligence and machine learning features through dedicated accelerators.

 

Tethered Drones and Aerostats

 

Through our Drone Aviation and SKS subsidiaries, we design, develop, market, sell and provide logistical services for specialized tethered aerial monitoring and communications platforms serving national defense, security, and commercial customers for use in applications including surveillance and communications. Through Drone Aviation, we focus primarily on the development of a tethered aerostat known as the WASP, which is principally designed for military and security applications where it provides secure and reliable aerial monitoring for extended durations while being tethered to the ground via a high strength armored tether. Through SKS, we offer our HoverMast line of quadrotor-tethered drones that feature uninterruptible ground-based power, fiber optic communications for cyber immunity, and the ability to operate in GPS-denied environments while delivering dramatically improved situational awareness and communications capabilities to users. HoverMast is utilized by the Israeli government for border patrol and coastal applications and is also deployed in several international markets.

  

Our core aerostat products are designed to provide real-time, semi-persistent situational awareness to various military and national security customers such as the U.S. Department of Defense and units of the U.S. Department of Homeland Security, such as the U.S. Customs and Border Protection, to improve security at the nation’s ports and borders. The WASP tethered aerostat system provides customers with tactical, highly-mobile and cost-effective aerial monitoring and communications capabilities in remote or austere locations where existing infrastructure is lacking or not accessible. Current WASP products include the WASP tactical aerostat and WASP Lite, a rapidly-deployable, compact aerostat system. WASP aerostats are either self-contained on a trailer that can be towed by a military all-terrain vehicle (MATV) or a mine-resistant ambush-protected vehicle (MRAP) or other standard vehicle, operated from the bed of a pickup truck or UTV or mounted to a building rooftop. They are designed to provide semi-persistent, mobile, real-time day/night high-definition video for ISR, detection of improvised explosive devices, border security and other governmental and civilian uses. The HoverMast 100 model system sold by SKS has been mounted in permanent locations, as well as on mobile platforms such as certain long-bed pickup trucks and marine vessels. With its imbedded fiber optic tether system, the HoverMast offers a myriad of optical sensors, signal collection devices and communication radios and has had a sophisticated mounted airborne radar. We believe our Drone Aviation and SKS products also can also be utilized for disaster response missions by supporting two-way and cellular communications and acting as a repeater or provider of wireless networking.

 

Both the WASP and WASP Lite aerostat systems employ a tethered envelope filled with helium gas for lift to carry either a stabilized ISR or communications payload, a portable ground control station and a datalink between the ground station and the envelope. Hovering between 500 and 1,500 feet above the ground, the systems provide surveillance and communications capabilities with relatively low acquisition and operating costs. The systems require an operational crew of a minimum of two people, have relatively simple maintenance procedures, and feature quick retrieval and helium top-off for re-inflation. The HoverMast system can deploy and recover the tethered drone unit at heights ranging from 15 feet to 330 feet in minutes. SKS was idled in June 2022 and subsequently sold in March 2023.

 

Our Services

 

In addition to our products, we offer maintenance and support services, as well as a selection of other professional services. We utilize a multi-tiered support model to deliver services that leverage the capabilities of our own direct resources, channels partners and other third-party organizations.

 

Our professional services are provided primarily by our Silver Bullet subsidiary, which engineers, designs and develops a broad range of next-generation network systems and system components, including:

 

  ● hardware and software design and development, including ISR, embedded designs, high-speed digital and radio frequency (RF), printed circuit board design, field-programmable gate array (FPGA) and application-specific integrated circuit (ASIC) designs;

 

  ● large-scale network protocol development and software-defined radio systems; and

 

  ● wireless communications designs in tactical, automotive and cellular communication systems, municipal/public networks, security systems, and consumer electronics.

 

We believe a broad range of services is essential to the successful customer deployment and ongoing support of our products, and we employ remote technical support engineers, spare parts planning and logistics staff and professional services consultants with proven network experience to provide our services.

 

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Customers

 

We manufacture and sell our portfolio of telecommunications-related products on a global basis to over 700 legacy customers. Our customers include a large percentage of mobile cellular carriers, large international corporations, governments, and private network users. We believe our diversified customer base provides us an opportunity to leverage our skills, experience and varied product lines across markets and reduces our exposure to a single end market. Additionally, we believe the diversity of our customer base is an important strength of our company.

 

We believe there has been a trend on the part of customers to consolidate their lists of qualified suppliers to companies that can meet certain technical, quality, delivery and other standards while maintaining competitive prices. We believe we have positioned our offerings and resources to compete effectively in this environment. As an industry participant in the telecommunications microwave backhaul segment, we have established close working relationships with many of our customers on a global basis. These relationships allow us to better anticipate and respond to the needs of these customer when designing new products and technical solutions. By working with customers in developing new products and technologies, we can identify and act on trends and leverage knowledge about next-generation technology across our portfolio of products. In addition, we have concentrated our efforts on service, procurement and manufacturing improvements designed to increase product quality and performance and lower product lead-time and cost.

 

Manufacturing, Suppliers and Vendors

 

The manufacturing of our microwave radios and other network communications products is outsourced to principally two third-party contract manufacturers, Benchmark Electronics, Inc. (“Benchmark”) and SMC, LLC (“SMC”), which are well-established contract manufacturers with expertise in the telecom equipment industry. This approach allows us to reduce our costs as we reduce our manufacturing overhead and inventory and allows us to adjust quickly to changing customer demand. SMC provides Printed Circuit Board (“PCB”) component mounting services for our Fastback IBR radio assembly. Benchmark assembles our DragonWave radio products using design specifications, quality assurance programs and standards that we establish, and it procures components and assembles our products based on our demand forecasts. These forecasts represent our estimates of future demand for our products based upon historical trends and analysis from our sales and product management functions as adjusted for overall market conditions.

 

The manufacturing agreement we entered with Benchmark does not provide for any minimum purchase commitments and had an initial term of two years, which now automatically renews for one-year terms, unless either party gives written notice to the other party not less than 90 days prior to the last day of the applicable term. Additionally, this agreement may be terminated by either party (i) with advance written notice provided to the other party, subject to certain notice period limitations, or (ii) with written notice, subject to applicable cure periods, if the other party has materially breached its obligations under the agreement. Our SMC agreement provides us with a great deal of flexibility and provisions therein allow us to limit or increase output.

 

We believe that these contract manufacturing relationships allow us to operate our business efficiently by focusing our internal efforts on the development of our technologies and products providing us with substantial scale-up capacity. We regularly test quality on-site at Benchmark’s facility and SMC’s facility, and we obtain full quality inspection reports. We also maintain non-disclosure agreements with Benchmark and SMC.

 

We and our contract manufacturing partners purchase a wide variety of raw materials for the manufacture of our network communications products, including (i) precious metals such as gold, silver and palladium, (ii) aluminum, steel, copper, titanium and metal alloy products and (iii) plastic materials. We also purchase a wide variety of mechanical and electronic components for the manufacturing of such products. Such raw materials and components are generally available throughout the world and are purchased domestically, when possible, from a variety of suppliers. We are generally not dependent upon any one source for raw materials or components. We do not anticipate substantial difficulties in obtaining raw materials or components necessary to produce our network communications products.

 

However, certain materials and equipment for our Drone Aviation and SKS products are custom made for those products and are available only from a limited number of suppliers. Failure of a supplier could cause delays in delivery of the products if another supplier cannot promptly be found or if the quality of such replacement supplier’s components is inferior or unacceptable. For a discussion of certain risks related to raw materials and components, see “Risk Factors” in this report.

 

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Competition

 

The telecommunications and mobile broadband markets are highly competitive and rapidly evolving. We compete with domestic and international companies, many of which have substantially greater financial and other resources than we do. We encounter substantial competition in most of our markets, although we believe we have few competitors that compete with us in performance capabilities across all our product lines and markets. Our principal competitors in one or more of our product lines or markets include Ericsson, Nokia, Cambium, Ceragon, Aviat and Huawei. We also compete with internally developed network solutions of certain network equipment manufacturers, including Facebook, Google, AT&T, Verizon, and T-Mobile. Finally, we face competition from working groups and associations that are the result of joint developments among certain of the competitors listed above. Consolidation in the telecommunications and mobile broadband industry has increased in recent years, and future consolidation could further intensify the competitive pressures that we face.

 

The principal competitive factors upon which we compete include performance, power consumption, rapid innovation, breadth of product line, availability, product reliability, reputation, level of integration and cost, multi-sourcing and selling price. We believe that we compete effectively by offering higher levels of customer value through high speed, high density, low power consumption, broad integration of wireless radio functions, software intelligence for configuration, control and monitoring, cost-efficiency, ease of deployment and collaborative product design. We cannot be certain we will continue to compete effectively.

 

We may also face competition from companies that may expand into our industry and introduce additional competitive products. The same standardization that allows for the integration of our products into wireless infrastructure systems carries the side effect of lowing the competitive threshold for new market entrants. Existing and potential customers and strategic partners are also potential competitors. These customers may internally develop or acquire additional competitive products or technologies, selectively or through consolidation of the companies in our industry, which may cause them to reduce or cease their purchases from us.

 

Research and Development

 

We generally implement our product development strategy through product design teams and collaborative initiatives with customers, which can also result in our company obtaining approved vendor status for our customers’ new products and programs. We focus our research and development efforts primarily on those product areas that we believe have the potential for broad market applications and significant sales within a one–to–three–year period. We seek to have our products become widely accepted within the industry for similar applications and products manufactured by other potential customers, which we believe will provide additional sources of future revenue. By developing application-specific products, we can decrease our exposure to standard products, which are more likely to experience greater pricing pressure.   

 

Intellectual Property

 

Our success and ability to compete depend substantially upon our core technology and intellectual property rights. We generally rely on patent, trademark and copyright laws, trade secret protection and confidentiality agreements to protect our intellectual property rights. These agreements acknowledge our exclusive ownership of intellectual property developed for us and require that all proprietary information remain confidential.

 

We maintain a program designed to identify technology that is appropriate for patent and trade secret protection, and we file patent applications in the United States and, when appropriate, certain other countries for inventions that we consider significant. As of June 30, 2022, we had approximately 130 patents granted in the United States and foreign jurisdictions that expire between 2022 and 2040. As of such date, we also had approximately 25 patent applications pending in the United States and foreign jurisdictions. We also continue to acquire patents through acquisitions or direct prosecution efforts and engage in licensing transactions to secure the right to use third parties’ patents. Although our business is not materially dependent upon any one patent, our patent rights and the products made and sold under our patents, taken as a whole, are a significant element of our business.

 

In addition to patents, we also possess other intellectual property, including trademarks, know-how, trade secrets, design rights and copyrights. We control access to and use of our software, technology, and other proprietary information through internal and external controls, including contractual protections with employees, contractors, customers, and partners. Our software is protected by U.S. and international copyright, patent, and trade secret laws. Despite our efforts to protect our software, technology and other proprietary information, unauthorized parties may still copy or otherwise obtain and use our software, technology, and other proprietary information. In addition, we have expanded our international operations, and effective patent, copyright, trademark, and trade secret protection may not be available or may be limited in foreign countries.

 

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Regulation

 

As our customers operate around the world and, to a limited degree, we rely upon non-U.S. manufacturers to make our products, our business and ability to successfully compete for business in our industry may become dependent upon global supply, manufacturing and customer relationships that are affected by the trade and tariff policies of each country in which we operate. Increased tariffs on parts and components imposed by the countries in which our product components may be sourced can increase our production costs, and increased tariffs imposed by the countries in which our products are sold can increase the cost of our products to our customers.

 

Certain of our products and services are subject to export controls, including the Export Administration Regulations of the U.S. Department of Commerce and economic and trade sanctions regulations administered by the Office of Foreign Assets Controls of the U.S. Treasury Department, and similar laws and regulations that apply in other jurisdictions in which we distribute or sell our products and services. Export control and economic sanctions laws and regulations include restrictions and prohibitions on the sale or supply of certain products and services and on the transfer of parts, components and related technical information and know-how to certain countries, regions, governments, persons, and entities. U.S. regulators may also impose new restrictions on previously non-controlled emerging or foundational items and technologies for which exports to countries such as China are deemed to present undesirable national security risks. Even without such legislative or regulatory action, we would be prohibited from exporting our products to any foreign recipient if we have knowledge that a violation of U.S. export regulations has occurred, is about to occur or is intended to occur in connection with the item. Different countries may implement their own export control regulatory systems, which can affect the flow of parts, components, finished products and related technologies throughout the supply chain to and from suppliers, manufacturers, distributors, and customers.

 

In addition, various countries regulate imports of certain products through permitting, licensing and transaction review procedures, and may enact laws that could limit our ability to produce or distribute our products or the ability of our customers to produce or distribute products into which our products are incorporated. The exportation, re-exportation, transfers within foreign countries and importation of our products and the parts, components, and technologies necessary to manufacture our products, including by our partners, must comply with these laws and regulations. Among these regulations are rules in the United States and other countries that prohibit companies such as Huawei from supplying products and services for national telecommunications networks. The U.S. government is developing regulatory mechanisms through which it may block imports into the United States of certain information and communications products and services designed, developed, manufactured or supplied by entities owned by, controlled by or subject to the jurisdiction or direction of a foreign adversary where the transaction presents an undue risk to U.S. information and communications technology or services, critical infrastructure or the digital economy of the United States, or other unacceptable risks to the national security of the United States or the security and safety of United States persons. U.S. government procurement supply chain risk management regulations prohibit U.S. government agencies from directly or indirectly contracting to obtain certain telecommunications and video surveillance equipment, systems or services produced or performed by certain designated Chinese companies, and this prohibition is expected to be extended to prohibit U.S. government agencies from contracting with entities that use such equipment, systems or services, and to prohibit the use of U.S. government grant or loan proceeds to acquire such equipment, systems or services.

  

We are also subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery and anti-kickback laws and regulations in other places where we do business. These laws and regulations generally prohibit companies and their intermediaries from offering or making improper payments to governmental, political, and certain international organization officials for the purpose of obtaining, retaining or directing business. Our exposure for violating these laws and regulations increases as our international presence expands and as we increase sales and operations in foreign jurisdictions.

 

In addition, we are subject to, or are expected to facilitate our customers’ compliance with, environmental, health and safety laws and regulations in each of the jurisdictions in which we operate or sell our products. These laws and regulations govern, among other things, the handling and disposal of hazardous substances and wastes, employee health and safety and the use of hazardous materials in, and the recycling of, our products.

 

Employees

 

As of December 31, 2022, we employed 25 full-time employees and 6 contractors for a total of 31 full-time equivalents (FTEs), consisting of 3 FTEs in research and development, 17 FTEs in operations, which includes manufacturing, supply chain, quality control and assurance, and 11 FTEs in executive, sales, marketing, general and administrative positions. The 6 contractors are in marketing and general and administrative roles. As a result of the reduction of workforce, the Company may face claims from terminated employees. We have never had a work stoppage, and none of our employees is represented by a labor organization or under any collective bargaining arrangements. In general, we consider our employee relations to be good. All employees are subject to contractual agreements that specify requirements on confidentiality and restrictions on working for competitors, as well as other standard matters.

 

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ITEM 1A. RISK FACTORS

 

An investment in our securities involves a high degree of risk. These risks should be considered carefully with the uncertainties, described below, and all other information included in this report, before deciding whether to purchase our securities. Additional risks and uncertainties not currently known to management or that management currently deems immaterial and therefore not referenced herein, may also become material and may harm our business, financial condition or results of operations. The occurrence of any of the following risks could harm our business, financial condition and results of operations. The trading price of our securities could decline due to any of these risks and uncertainties and you may lose part or all of your investment.

 

Risk Factors Summary

 

An investment in our securities involves a high degree of risk. Any of the factors set forth under “Risk factors” may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this Annual Report, and, in particular, you should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in our securities. Among these important risks are the following:

 

  ● Since our acquisition of ComSovereign in November 2019 and considering our recent liquidity challenges, we lack an established operating history on which to evaluate our consolidated business and determine if we will be able to execute our business plan, and we can give no assurance that our operations will result in profits.

 

  ● We incurred net losses in our fiscal years ended December 31, 2022 and 2021 with negative cash flows, and we cannot assure you as to when, or if, we will become profitable and generate positive cash flows.

 

  ● We expect to continue to incur losses from operations and negative cash flows, which raise substantial doubt about our ability to continue as a going concern.

 

  ● We may not generate sufficient cash flows to cover our operating expenses.

 

  ●   We have significant debt and if we are unable to repay our debt when it becomes due, our business, financial condition and results of operations could be materially harmed.

 

  ●   We have defaulted on certain debt obligations and lease obligations and if we are unable to meet our obligations when it becomes due, our business, financial condition and results of operations could be materially harmed.

 

  ● If we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing stockholders may suffer substantial dilution.

 

  ● Raising capital in the future could cause dilution to our existing stockholders and may restrict our operations or require us to relinquish rights.

 

  ● Pandemics may negatively affect our operations depending on the severity and longevity of the pandemic.

 

  ● Rapid technological change in our market and/or changes in customer requirements could cause our products to become obsolete or require us to redesign our products, which would have a material adverse effect on our business, operating results and financial condition.

 

  ● Product development is a long, expensive and uncertain process, and our failure to develop marketable products in our various markets could adversely affect our business, prospects and financial condition.

 

  ● We compete with companies that have significantly more resources for their research and development efforts than we have or have received government contracts for the development of new products.

 

  ● Product quality problems, defects, errors or vulnerabilities in our products could harm our reputation and adversely affect our business, financial condition, results of operations and prospects.

 

  ● If we lose our rights to use software we currently license from third parties, we could be forced to seek alternative technology, which could increase our operating expenses and could adversely affect our ability to compete.

 

  ● If sufficient radio spectrum is not allocated for use by our products or if we fail to obtain regulatory approval for our products, our ability to market our products may be restricted.

 

  ● If critical components or raw materials used to manufacture our products become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products, which could damage our business.

 

  ● Our future profitability may depend on achieving cost reductions from increasing manufacturing quantities of our products. Failing to achieve such reductions in manufacturing costs could materially affect our business.

 

  ● We rely primarily upon two outsourced manufacturers, one each for manufacturing FastBack radios and DragonWave radios and related components and we are exposed to the risk that these two manufacturers will not be able to satisfy our manufacturing needs on a timely basis.

 

  ● Our potential customers for our aerostat and drone products are likely to include U.S. Government or Government-related entities that are subject to appropriations by Congress. Reduced funding for defense procurement and research and development programs would likely adversely impact our ability to generate revenues.

 

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  ● Challenging global economic conditions, ongoing geopolitical and trade uncertainty and ongoing local and regional conflicts may adversely impact the demand, cost and pricing for our products and services, as well as limit our ability to grow.

 

  ● We may be unable to successfully integrate our recent and future acquisitions, which could adversely affect our business, financial condition, results of operations and prospects.

 

  ● There may be health and safety risks relating to wireless products.

 

  ● If a successful product liability claim were made against us, our business could be seriously harmed.

 

  ● Our tethered aerostat and drone business and operations are subject to the risks of hurricanes, tropical storms, and other natural disasters.

 

  ● We have identified material weaknesses in our internal control over financial reporting, and we cannot assure you that additional material weaknesses or significant deficiencies will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results or prevent fraud, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

 

  ● Our common stock price may be volatile, which could result in substantial losses to investors and litigation.

 

  ● We have been delinquent with timely filing of our Annual Report and Quarterly Reports with the SEC and cannot assure that we will be able to timely file our reports in the future.

 

  ● We are not in compliance with Nasdaq’s listing standards and cannot assure that we will be able to comply with Nasdaq’s listing standards in the future or that our common stock, warrants, and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will remain listed on The Nasdaq Capital Market.

 

Risks Related to Our Business and Industry

 

We lack an established operating history on which to evaluate our consolidated business and determine if we will be able to execute our business plan, and we can give no assurance that our operations will result in profits.

 

While we have conducted our Drone Aviation business operations since 2014, we consummated the acquisition of our ComSovereign subsidiary and its various lines of business, which are diverse and involve a number of different proposed and existing product offerings, in November 2019, and a number of other operating subsidiaries since that time. As a result, we have a limited operating history as a consolidated Company upon which you may evaluate our business and prospects. Our business operations are subject to numerous risks, uncertainties, expenses, and difficulties associated with early-stage enterprises. You should consider an investment in our Company in light of these risks, uncertainties, expenses and difficulties. Such risks include:

 

  ● the absence of an operating history in our current business and at our current scale;

 

  ● our ability to anticipate and adapt to developing markets;

 

  ● acceptance by customers;

 

  ● limited marketing experience;

 

  ● competition from competitors with substantially greater financial resources and assets;

 

  ● our ability to provide superior customer service; and

 

  ● reliance on key personnel.

 

Because we are subject to these risks, and the other risks discussed below, you may have a difficult time evaluating our business and your investment in our Company.

 

We incurred net losses in our 2022 and 2021 fiscal years with negative cash flows, and we cannot assure you as to when, or if, we will become profitable and generate positive cash flows.

 

We experienced net losses from operations in our fiscal years ended December 31, 2022 and 2021, and we may continue to incur net losses from operations in the future. Losses have historically required us to seek additional funding through the issuance of debt or equity securities. Our long-term success is dependent upon, among other things, achieving positive cash flows from operations and, if necessary, augmenting such cash flows using external resources to satisfy our cash needs. There can be no assurance that we will be able to obtain additional funding, if needed, on commercially reasonable terms, if at all.

 

We expect to continue to incur losses from operations and negative cash flows, which raise substantial doubt about our ability to continue as a going concern.

 

We anticipate incurring additional losses until such time, if ever, as we can generate significant sales of our microwave radios and related products. We will require substantial additional financing to fund our operations and to develop and commercialize the technologies of our other operating subsidiaries. These factors raise substantial doubt about our ability to continue as a going concern.

 

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We will seek to obtain additional capital through the sale of non-core assets, debt or equity financings or other arrangements to fund operations; however, there can be no assurance that we will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock. Issued debt securities may contain covenants and limit our ability to pay dividends or make other distributions to stockholders. If we are unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in our ability to raise capital, we believe that there is substantial doubt in our ability to continue as a going concern.

 

We may not generate sufficient cash flows to cover our operating expenses.

 

As noted above, we have incurred recurring losses since inception. Until we can generate significant sales of our product lines, we expect to continue to incur losses primarily as a result of costs and expenses related to research and continued development of the technologies of our operating subsidiaries and our corporate general and administrative expenses. Our operations to date have been funded primarily through sales of our debt and equity securities. As of December 31, 2022, we had negative working capital of approximately $15.9 million and limited available cash. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects.

 

We have significant debt and if we are unable to repay our debt when it becomes due, our business, financial condition and results of operations could be materially harmed.

 

As of December 31, 2022, we had total debt of approximately $13.5 million, excluding accrued interest. Our outstanding indebtedness could have significant effects on our business, such as:

 

  ● limiting our ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy and other purposes;

 

  ● requiring us to dedicate a portion of our cash flows from operations to pay interest on our debt, which would reduce availability of our cash flows to fund working capital, capital expenditures, potential acquisitions, execution of our growth strategy and other general corporate purposes;

 

  ● making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our ability to plan for and react to changing conditions; and

 

  ● placing us at a competitive disadvantage compared with our competitors that have less debt.

 

We may not be able to generate sufficient cash flows from our operations to repay our indebtedness when it becomes due and to meet our other cash needs. If we are not able to pay our debts as they become due, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness, or selling additional debt or equity securities. We may not be able to refinance our debt, sell additional debt or equity securities or sell our assets on favorable terms, if at all, and if we must sell our assets, we may negatively affect our ability to generate revenue.

 

We have defaulted on certain debt obligations and if we are unable to meet our obligations when it becomes due, our business, financial condition and results of operations could be materially harmed.

 

Certain of our debt obligations required us to timely file periodic financial reports with the SEC. On or about April 16, 2022, we became in default of such provisions by failing to file our Form 10-K for the period ended December 31, 2021. We also failed to timely file our Form 10-Q for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022. Those periodic reports have subsequently been filed with the SEC and the Company regained compliance with Nasdaq effective February 27, 2023.

 

On March 31, 2023, COMSovereign Holding Corp. (the “Company”) filed a notice of late filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) would not be timely filed. We also failed to timely file our Form 10-Q for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023.

 

On April 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed the Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. On May 17, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed the Form 10-Q for the period ended March 31, 2023, the Company remains not in compliance with respect to the delinquent reports. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules.

 

On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company has not filed its Form 10-K for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules.

 

The Company requested and obtained a hearing before the Panel, as well as a further stay of any additional action by Nasdaq pending the issuance of a decision by the Panel. There can be no assurance that a stay will be granted or that a favorable decision will be obtained.

 

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If the Company fails to timely regain compliance with the Nasdaq Listing Rule within any grace period granted by the Nasdaq Hearings Panel, the Company’s common stock, warrants and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. There is no assurance that the Company will regain compliance during any grace periods or be able to maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to regain compliance during a grace period, Nasdaq will notify us that our common stock, warrants, and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be delisted from The Nasdaq Capital Market.

 

We have debt obligations that we are in default on and are not timely able to satisfy.

 

Our outstanding indebtedness and defaults on debt could have significant effects on our business, such as:

 

  ● limiting our ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy and other purposes;

 

  ● requiring us to dedicate a portion of our cash flows from operations to make debt payments, which would reduce availability of our cash flows to fund working capital, capital expenditures, potential acquisitions, execution of our growth strategy and other general corporate purposes;

 

  ● making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our ability to plan for and react to changing conditions;

 

  ● placing us at a competitive disadvantage compared with our competitors that have not defaulted on lease obligations; and

 

  ● costs associated with potential lawsuits over defaulted debt obligations.

 

We may not be able to generate sufficient cash flows from our operations to repay our debt obligations when they become due and to meet our other cash needs. If we are not able to pay our debt obligations as they become due, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness, or selling additional debt or equity securities. We may not be able to sell additional debt or equity securities or sell our assets on favorable terms, if at all, and if we must sell our assets, we may negatively affect our ability to generate revenue.

 

We have defaulted on certain lease obligations and if we are unable to meet our obligations when it becomes due, our business, financial condition and results of operations could be materially harmed.

 

On February 1, 2022, we entered into a 10-year lease for 140,405 square feet of commercial space in Tucson, Arizona, and defaulted on this lease on or about March 1, 2022. In addition, at least three of our subsidiaries are in default of leases.

 

Our outstanding indebtedness and default on leases could have significant effects on our business, such as:

 

  ● limiting our ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy and other purposes;

 

  ● requiring us to dedicate a portion of our cash flows from operations to make lease payments, which would reduce availability of our cash flows to fund working capital, capital expenditures, potential acquisitions, execution of our growth strategy and other general corporate purposes;

 

  ● making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our ability to plan for and react to changing conditions;

 

  ● placing us at a competitive disadvantage compared with our competitors that have not defaulted on lease obligations; and

 

  ● costs associated with potential lawsuits over leases.

 

We may not be able to generate sufficient cash flows from our operations to repay our lease obligations when they become due and to meet our other cash needs. If we are not able to pay our lease obligations as they become due, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness, or selling additional debt or equity securities. We may not be able to sell additional debt or equity securities or sell our assets on favorable terms, if at all, and if we must sell our assets, we may negatively affect our ability to generate revenue. 

 

If we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing stockholders may suffer substantial dilution.

 

As we take steps in the commercialization and marketing of our technologies or respond to potential opportunities and/or adverse events, our working capital needs may change. We anticipate that if our cash and cash equivalents are insufficient to satisfy our liquidity requirements, we will require additional funding to sustain our ongoing operations and to continue our research and development activities. We do not have any contracts or commitments for additional funding, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all, if needed. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to conduct business operations. If we are unable to obtain additional financing to finance a revised growth plan, we will likely be required to curtail such plans or cease our business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders.

 

Raising capital in the future could cause dilution to our existing stockholders and may restrict our operations or require us to relinquish rights.

 

In the future, we may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration or strategic alliance arrangements with third parties, we may have to relinquish valuable rights to our future revenue streams or product candidates on terms that are not favorable to us.

 

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The occurrence of pandemics has and may still negatively affect our operations depending on the severity and longevity of the pandemic.

 

A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. In addition, it may hamper our efforts to comply with our filing obligations with the SEC. At this time, we cannot predict the impact of pandemics on our ability to obtain financing necessary to fund our working capital and other requirements. Depending on the severity and longevity of pandemics, our business, customers and stockholders has and may still experience a significant negative impact.

 

Rapid technological change in our market and/or changes in customer requirements could cause our products to become obsolete or require us to redesign our products, which would have a material adverse effect on our business, operating results and financial condition.

 

The market for our products is characterized by rapid technological change, frequent new product introductions and enhancements, uncertain product life cycles, changing customer demands and evolving industry standards, any of which can render existing products obsolete. We believe that our future success will depend in large part on our ability to develop new and effective products in a timely manner and on a cost-effective basis. As a result of the complexities inherent in our products, major new products and product enhancements can require long development and testing periods, which may result in significant delays in the general availability of new releases or significant problems in the implementation of new releases. In addition, if we or our competitors announce or introduce new products our current or future customers may defer or cancel purchases of our products, which could materially adversely affect our business, operating results and financial condition. Our failure to develop successfully, on a timely and cost-effective basis, new products or new product enhancement that respond to technological change, evolving industry standards or customer requirements would have a material adverse effect on our business, operating results and financial condition.

 

Product development is a long, expensive, and uncertain process, and our failure to develop marketable products in our various markets could adversely affect our business, prospects and financial condition.

 

The development of our technologies and products, particularly for our proposed full-duplex wireless microwave products and our state-of-the-art in silicon photonic (“SiP”) technologies product lines, is a costly, complex and time-consuming process, and the investment in product development often involves a long wait until a return, if any, is achieved on such investment. We continue to make significant investments in research and development relating to our technologies and products. Investments in new technology and processes are inherently speculative. Technical obstacles and challenges we encounter in our research and development process may result in delays in or abandonment of product commercialization, substantially increase the costs of development and negatively affect our results of operations.

 

We compete with companies that have significantly more resources for their research and development efforts than we have or have received government contracts for the development of new products.

 

A number of our competitors have received considerable funding from government or government-related sources to develop various technologies or products. Most of these organizations and many of our other competitors have greater financial, technical, manufacturing, marketing and sales resources and capabilities than we do. In addition, with respect to products we are developing for certain markets, we anticipate increasing competition as a result of industry consolidation, which has enabled companies to enhance their competitive position and ability to compete against us. These organizations also compete with us to:

 

  ● attract parties for acquisitions, joint ventures or other collaborations;

 

  ● license proprietary technology that is competitive with the technology we are developing;

 

  ● attract funding; and

 

  ● attract and hire talented and other qualified personal.

 

Our competitors may succeed in developing and commercializing products earlier than we do. Our competitors may also develop products or technologies that are superior to those we are developing and render our technology candidates or technologies obsolete or noncompetitive. If we cannot successfully compete with new or existing products and technologies, our marketing and sales will suffer, and our financial condition would be adversely affected.

 

Successful technical development of our products does not guarantee successful commercialization.

 

Even if we successfully complete the technical development for one or all of our product development programs, we may still fail to develop a commercially successful product for a number of reasons, including, among others, the following:

 

  ● lack of working capital for the purchase of parts or the costs of manufacturing;

 

  ● failure to obtain the required regulatory approvals for their use;

 

  ● prohibitive production costs;

 

  ● competing products;

 

  ● lack of innovation of the product;

 

  ● continuing technological changes in the market rendering the product obsolete;

 

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  ● failure to scale-up our operations sufficiently to satisfy demand for our products;

 

  ● ineffective distribution and marketing;

 

  ● lack of sufficient cooperation from our partners; and

 

  ● demonstrations of the products not aligning with or meeting customer needs.

 

Although we have sold our DragonWave and FastBack radios, 5G solution, our WASP aerostat systems and various other aerostat intelligence, surveillance, and reconnaissance (“ISR”) systems and components, our success in the market for the products we develop will depend largely on our ability to prove our products’ capabilities. Upon demonstration, our products may not have the capabilities they were designed to have or that we believed they would have. Furthermore, even if we do successfully demonstrate our products’ capabilities, potential customers may be more comfortable doing business with a larger, more established, more proven company than ours. Moreover, competing products may prevent us from gaining wide market acceptance of our products. We may not achieve significant revenue from new product investments for a number of years, if at all.

 

Product quality problems, defects, errors, or vulnerabilities in our products could harm our reputation and adversely affect our business, financial condition, results of operations and prospects.

 

We may experience quality control problems in our manufacturing or the manufacturing operations of our contract manufacturers. We produce highly complex products that incorporate advanced technologies and that we believe to be state-of-the-art for our industry. Despite our testing prior to their release, our products may contain undetected defects or errors, including design, contract manufacturing or supplier quality issues, especially when first introduced or when new versions are released. Product defects or errors in the future could affect the performance of our products and could delay the development or release of new products or new versions of products. In addition, undetected quality problems may prompt unexpected product returns and adversely affect warranty costs. Allegations of unsatisfactory performance could cause us to lose revenue or market share, damage our reputation in the market and with customers, and increase our warranty costs and related returns, which could negatively impact our gross margins, cause us to incur substantial costs in redesigning the products, cause us to lose significant customers, subject us to liability for damages or divert our resources from other tasks, any one of which could materially adversely affect our business, financial condition, results of operations and prospects.

 

If we lose our rights to use software, we currently license from third parties, we could be forced to seek alternative technology, which could increase our operating expenses and could adversely affect our ability to compete.

 

We license certain software used in our products from third parties, generally on a non-exclusive basis. The termination of any of these licenses, or the failure of the licensors to adequately maintain or update their software, could delay our ability to ship our products while we seek to implement alternative technology offered by other sources and could require significant unplanned investments on our part if we are forced to develop alternative technology internally. In addition, alternative technology may not be available to us on commercially reasonable terms from other sources. In the future, it may be necessary or desirable to obtain other third-party licenses relating to one or more of our products or relating to current or future technologies to enhance our product offerings. There is a risk that we will not be able to obtain licensing rights to the needed technology on commercially reasonable terms, or at all.

 

If sufficient radio spectrum is not allocated for use by our products or if we fail to obtain regulatory approval for our products, our ability to market our products may be restricted.

 

Radio communications are subject to significant regulation in North America, Europe, India and other jurisdictions in which we sell our products. Generally, our products must conform to a variety of national and international standards and requirements established to avoid interference among users of radio frequencies and to permit the interconnections of telecommunications equipment. In addition, our products are affected by the allocation and licensing (by auction or other means) of radio spectrum by governmental authorities. Such governmental authorities may not allocate or license sufficient radio spectrum for use by prospective customers of our products. Historically, in many developed countries, the lack of availability of commercial radio spectrum or the failure by governments to license that spectrum has inhibited the growth of wireless telecommunications networks.

 

In certain cases, in order to sell our products in any given jurisdiction, we must obtain regulatory approval for our products. Each jurisdiction in which we market our products has its own rules relating to such approval. Products that support emerging wireless telecommunications services can be marketed in a jurisdiction only if permitted by suitable radio spectrum allocations and regulations, and the process of establishing new regulations is complex and lengthy.

 

Any failure by regulatory authorities to allocate suitable and sufficient radio spectrum to potential customers in a timely manner could adversely and materially impact demand for our products and may result in the delay or loss of potential orders for our products. In addition, any failure by us to obtain or maintain the proper regulatory approvals for our products could have a material adverse effect on our business, financial condition and results of operations.

 

We are dependent upon our resellers in certain jurisdictions to provide localized support and other local services which assist us in avoiding certain costs and investments.

 

By selling our products in certain markets through resellers, we are able to avoid certain costs relating to operating in those markets, including but not limited to local support costs, costs of maintaining a local legal entity, administration costs and logistics. If we choose or are required to sell direct in these markets (due to customer preference, termination of a reseller relationship or other reasons), the cost advantages described will no longer be available to us, which could result in an increase in our operating costs.

 

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If critical components or raw materials used to manufacture our products become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products, which could damage our business.

 

We and the contract manufacturers of our products rely on a limited number of suppliers for the raw materials and hardware components necessary to manufacture our products. We do not have any long-term agreements with any of our suppliers that obligate them to continue to sell their materials or products to us. Our reliance on these suppliers involves significant risks and uncertainties as to whether our suppliers will provide an adequate supply of required raw materials, component parts, and products. Lead-times for limited-source materials and components can be as long as twelve months, vary significantly and depend on factors such as the specific supplier, contract terms and demand for a component at a given time. From time to time, shortages in allocations of components have resulted in delays in filling orders. Shortages and delays in obtaining components in the future could impede our ability to meet customer orders. In addition, as the demand for these components and other products increases, it is likely that the price for these components will increase. If we or our contract manufacturers are unable to obtain the raw materials, including certain electrical components used in our products or the helium gas used in our aerostat products to provide lift, and component parts in the quantities and the quality we require on a timely basis and at acceptable prices, we may not be able to deliver our products on a timely or cost-effective basis, which could cause our customers to terminate their contracts with us, increase our costs and materially harm our business, results of operations, and financial condition. Furthermore, if our suppliers or the suppliers of our contract manufacturers are unable or unwilling to supply the raw materials or components, we or our contract manufacturers require, we will be forced to locate alternative suppliers and possibly redesign our products to accommodate components from alternative suppliers. This would likely cause significant delays in manufacturing and shipping our products to customers and could materially harm our business.

 

Our dependence and exposure on component suppliers are heightened when we introduce new products. New products frequently include components that we do not use in other product lines. When we introduce new products, we must secure reliable sources of supply for those products at volumes that will be dictated by end-customer demand. Demand is often difficult to predict until the new product is better established. Constraints in our supply chain can slow the progress of new product rollouts, adversely affecting our business, results of operations and financial condition.

 

Our future profitability may depend on achieving cost reductions from increasing manufacturing quantities of our products. Failing to achieve such reductions in manufacturing costs could materially affect our business.

 

We have limited experience manufacturing certain of our products, particularly our tethered aerostat and drone products and our DragonWave and FastBack microwave radio products, in high volumes and do not know whether or when we will be able to develop efficient, low-cost manufacturing capabilities and processes that will enable us to manufacture our products in large quantities while maintaining our quality, speed, price, engineering and design standards. Our inability to develop such manufacturing processes and capabilities could have a material adverse effect on our business, financial condition, and results of operations. We expect our suppliers to experience an increase in demand for their products, and we may not have reliable access to supplies that we require and may not be able to purchase such materials or components at cost effective prices. There is no assurance that we will obtain any material labor and machinery cost reductions associated with higher production levels, and failure to achieve these cost reductions could adversely impact our business and financial results.

 

We rely primarily upon two outsourced manufacturers, one for manufacturing our FastBack radios and one for manufacturing DragonWave radios and related components and we are exposed to the risk that these two manufacturers will not be able to satisfy our manufacturing needs on a timely basis.

 

We do not have internal manufacturing capabilities to mass produce our FastBack and DragonWave radios and related components and we rely upon two outsourced manufacturers, SMC for FastBack and Benchmark for DragonWave, to manufacture such products. See “Description of the Business — Manufacturing, Suppliers and Vendors.” Our ability to ship products to our customers could be delayed or interrupted as a result of a variety of factors relating to our outsourced manufacturer, including:

 

  ● our outsourced manufacturer not being obligated to manufacture our products on a long-term basis in any specific quantity or at any specific price;

 

  ● early termination of, or failure to renew, contractual arrangements;

 

  ● our failure to effectively manage our outsourced manufacturer relationship;

 

  ● our outsourced manufacturer experiencing delays, disruptions, or quality control problems in its manufacturing operations;

 

  ● lead-times for required materials and components varying significantly and being dependent on factors such as the specific supplier, contract terms and the demand for each component at a given time;

 

  ● underestimating our requirements, resulting in our outsourced manufacturer having inadequate materials and components required to produce our products, or overestimating our requirements, resulting in charges assessed by the outsourced manufacturers or liabilities for excess inventory, each of which could negatively affect our gross margins;

 

  ● the possible absence of adequate capacity and reduced control over component availability, quality assurances, delivery schedules, manufacturing yields and costs; and

 

  ● our outsourced manufacturer experiencing financial instability which could affect its ability to manufacture or deliver our products.

 

Although we believe that our outsourced manufacturers have sufficient economic incentive to perform our manufacturing, the resources devoted to these activities by it are not within our control, and there can be no assurance that manufacturing problems will not occur in the future. Insufficient supply or an interruption or stoppage of supply from our outsourced manufacturer or our inability to obtain additional manufacturers when and if needed, could have a material adverse effect on our business, results of operations and financial condition.

 

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If any of our outsourced manufacturers are unable or unwilling to continue manufacturing our products in required volumes and quality levels, we will have to identify, qualify, select and implement acceptable alternative manufacturers, which would likely be time consuming and costly. In addition, an alternate source may not be available to us or may not be able to satisfy our production requirements at commercially reasonable prices and quality. Therefore, any significant interruption in manufacturing would result in us being unable to deliver the affected products to meet our customer orders, which could have a material adverse effect on our business, results of operations and financial condition.

 

Our potential customers for our radios and our aerostat and drone products are likely to include U.S. Government or Government-related entities that are subject to appropriations by Congress. Reduced funding for defense procurement and research and development programs would likely adversely impact our ability to generate revenues.

 

We anticipate that the majority of our revenue to be derived from our aerostat product and radio product sales, at least in the foreseeable future, will come from U.S. Government and Government-related entities, including the U.S. Department of Defense and other departments and agencies. Government programs in which we may seek to participate, and contracts for tethered aerostats and drones or microwave radios, must compete with other programs for consideration during Congress’ budget and appropriations hearings, and may be affected by changes not only in political power and appointments but also general economic conditions and other factors beyond our control. A government closure based on a failure of Congress to agree on federal appropriations or the uncertainty surrounding a continuing resolution may result in termination or delay of federal funding opportunities we are pursuing. Reductions, extensions, or terminations in a program in which we are seeking to participate, or overall defense or other spending could adversely affect our ability to generate revenues and realize any profits. We cannot predict whether potential changes in security, defense, communications, and intelligence priorities will afford opportunities for our business in terms of research and development or product contracts, but any reduction in government spending on such programs could negatively impact our ability to generate revenues. In addition, our ability to participate in U.S. Government programs may be affected by the adoption of new laws or regulations relating to government contracting or changes in existing laws or regulations, changes in political or public support for security and defense programs, and uncertainties associated with the current global threat environment and other geo-political matters.

 

Opportunities for expanded uses of our drone products in the United States are limited by federal laws and rulemaking.

 

The drone products we design and manufacture for use within the United States are limited by federal laws and rulemaking, including the commercial drone regulations (Part 107) adopted by the U.S. Federal Aviation Administration (the “FAA”) at the end of August 2016. Our ability to design, manufacture and release new products for use in the United States will be limited by federal law and regulations, which can be slow and subject to delays based on political turnover and disruptions in federal funding, among other reasons. The Part 107 rules limit the altitude, available airspace and weight of a drone and also the certification of remote pilots that can operate a drone for commercial purposes in the United States. We, or our customers, may seek waivers from the Part 107 rules for expanded operations; however, the processing of waivers is lengthy and uncertain. Political limits on the ability to issue new regulations could slow the growth of the aerostat and tethered drone market.

 

Some of our products may be subject to governmental regulations pertaining to exportation, which may limit the markets in which we can sell some of our products.

 

International sales of certain of our products, including our tethered aerostat and drone products, may be subject to U.S. laws, regulations and policies like the International Traffic in Arms Regulations (“ITAR”) and other export laws and regulations and may be subject to first obtaining licenses, clearances or authorizations from various regulatory entities. If we are not allowed to export our products or the clearance process is burdensome, our ability to generate revenue would be adversely affected. The failure to comply with any of these regulations could adversely affect our ability to conduct our business and generate revenues, as well as increase our operating costs.

 

Economic conditions in the U.S. and worldwide could adversely affect our revenues.

 

Our revenues and operating results depend on the overall demand for our technologies and services. If the U.S. and worldwide economies weaken, either alone or in tandem with other factors beyond our control (including war, political unrest, pandemics, natural disasters, shifts in market demand for our services, actions by competitors or other causes), we may not be able to maintain or expand the growth of our revenue.

 

Sales to customers outside the United States or with international operations expose us to risks inherent in international sales.

 

During the years ended December 31, 2022 and 2021, approximately 7% and 12%, respectively, of our revenues were derived from sales outside of North America. While our near-term focus is on the North American telecom and infrastructure and service market, a key element of our growth strategy is to expand our worldwide customer base and our international operations, initially through agreements with third-party resellers, distributors and other partners that can market and sell our products in foreign jurisdictions. Supporting our distributors operating in international markets may require significant resources and management attention and may subject us to regulatory, economic, and political risks that are different from those in the United States. We have limited operating experience in some international markets, and we cannot assure you that our expansion efforts into other international markets will be successful. Our experience in the United States and other international markets in which we already have a presence may not be relevant to our ability to expand in other international markets. Our international expansion efforts may not be successful in creating further demand for our products outside of the United States or in effectively selling our products in the international markets we enter. In addition, we face risks in doing business internationally that could adversely affect our business, including:

 

  ● the need and expense to localize and adapt our products for specific countries, including translation into foreign languages, and ensuring that our products enable our customers to comply with local telecommunications industry laws and regulations, some of which are frequently changing;

 

  ● data privacy laws which require that customer data be stored and processed in a designated territory;

 

  ● difficulties in staffing and managing foreign operations, including employee laws and regulations;

 

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  ● different pricing environments, longer sales cycles and longer accounts receivable payment cycles, and collections issues;

 

  ● new and different sources of competition;

 

  ● weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;

 

  ● laws and business practices favoring local competitors;

 

  ● compliance challenges related to the complexity of multiple, conflicting, and changing governmental laws and regulations, including employment, tax, privacy and data protection, and anti-bribery laws and regulations;

 

  ● increased financial accounting and reporting burdens and complexities;

 

  ● restrictions on the transfer of funds;

 

  ● our ability to repatriate funds from abroad without adverse tax consequences;

 

  ● adverse tax consequences, including the potential for required withholding taxes;

 

  ● fluctuations in the exchange rates of foreign currency in which our foreign revenues or expenses may be denominated;

 

  ● changes in trade relations and trade policy, including the status of trade relations between the United States and China or Russia, and the implementation of or changes to trade sanctions, tariffs, and embargoes;

 

  ● public health crises, such as epidemics and pandemics, including COVID-19; and

 

  ● unstable regional and economic political conditions in the markets in which we operate.

 

Any of the foregoing factors could have a material adverse effect on our business, results of operations, and financial condition. Some of our business partners also have international operations and are subject to the risks described above. Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks, which could adversely affect our business.

 

Challenging global economic conditions, ongoing geopolitical and trade uncertainty and ongoing local and regional conflicts may adversely impact the demand, cost and pricing for our products and services, as well as limit our ability to grow.

 

The challenging global economic conditions due to the pandemic, downturn in the global economy, political unrest and uncertainty, labor and supply shortages, inflation and rising interest rates, and numerous ongoing local and regional conflicts may have adverse, wide-ranging effects on demand for our products and for the products of our customers. In addition, the geopolitical risks and trade frictions, including trade restrictions, enhanced sanctions measures and increased safeguards for national security purposes, can impact global market conditions and continue to be challenging for global supply chains in general and information and communication technologies supply chains in particular. This could cause operators and other customers to postpone investments or initiate other cost-cutting measures to maintain or improve their financial position. This could also result in significantly reduced expenditures for our products and services, in which case our operating results (EBIT) would suffer. If demand for our products and services were to fall, we may experience material adverse effects on our revenues, cash flow and value of our assets and we could incur increased operating losses. Furthermore, if demand is significantly weaker or more volatile than expected, our borrowing opportunities and costs as well as the trading price of our common stock could be adversely impacted. Should global economic conditions fail to improve or should they worsen or should political unrest and uncertainty, labor and supply shortages, natural disasters, increasing inflation and rising interest rates, or geopolitical problems or trade frictions fail to improve or should they worsen, other business risks we face could intensify and could also negatively impact our business prospects of operators and other customers.

 

All of the above may have a material and potentially lasting adverse impact on our product development, supply chains, sales and operating results. Such adverse impacts may include for example:

 

  ● Reduced demand for products and services, resulting in increased price competition or deferrals of purchases, with lower revenues not fully compensated through reduced costs;

 

  ● Reduced or loss of sales in foreign markets;

 

  ● Excess and obsolete inventories and excess manufacturing capacity;

 

  ● Increased trade restrictions, including economic sanctions and export controls, tariffs and increased costs that may not be recoverable;

 

  ● Financial difficulties or failures among our suppliers;

 

  ● Increased demand for customer finance, difficulties in collection of accounts receivable and increased risk of counter party failures;

 

  ● Impairment losses related to our intangible assets as a result of lower forecasted sales of certain products;

 

  ● Increased difficulties in forecasting sales and financial results as well as increased volatility in our reported results;

 

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  ● Impairment losses related to our intangible assets as a result of lower forecasted sales of certain products;

 

  ● Increased difficulties in forecasting sales and financial results as well as increased volatility in our reported results; and

 

  ● End user demand could also be adversely affected by reduced consumer spending on technology, changed operator pricing, security breaches and trust issues.

 

Ongoing local and regional conflicts and wars may adversely impact the demand, cost and pricing for our products and services, as well as limit our ability to grow.

 

In February 2022, Russia invaded Ukraine, an escalation of the ongoing Russo-Ukrainian War conflict.  In October 2023, Hamas militants infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. The intensity and duration of these regional wars is difficult to predict, and so are such wars economic implications on the Company’s business and operations. To the extent that any of these negative developments do occur, they may have an adverse effect on the Company’s business, results of operations and its ability to raise additional funds. As of December 31, 2022, the Company considered the impact of these regional wars on its business and operational assumptions and estimates and determined there were no material adverse impacts on the Company’s consolidated results of operations and financial position as of December 31, 2023.

 

On October 7, 2023, Hamas militants infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. The intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications on the Company’s business and operations. To the extent that any of these negative developments do occur, they may have an adverse effect on the Company’s business, results of operations and its ability to raise additional funds.

 

We intend to pursue strategic transactions in the future, which could be difficult to implement, disrupt our business or change our business profile significantly.

 

We intend to continue to pursue potential strategic transactions, which could involve acquisitions of businesses or assets, joint ventures or investments in businesses, products or technologies that expand, complement, or otherwise relate to our current or future business. We also intend to consider, from time to time, opportunities to engage in joint ventures or other business collaborations with third parties to address particular market segments. However, we may be unable to find suitable acquisition candidates or other suitable partners or products or may be unable to complete acquisitions or strategic transactions on favorable terms, if at all. For example, while the historical financial and operating performance or an acquisition or joint venture partner are among the criteria, we evaluate in determining which acquisition or joint venture targets to pursue, there can be no assurance that any business or assets we acquire or contract with will continue to perform in accordance with past practices or will achieve financial or operating results that are consistent with or exceed past results. Any such failure could adversely affect our business, financial condition, or results of operations.

 

In addition, any completed acquisition or other transaction may not result in the intended benefits for other reasons and any completed acquisition or other transaction will create or involve a number of other risks such as, among others:

 

  ● the need to integrate and manage the businesses and products acquired with our own business and products;

 

  ● additional demands on our resources, systems, procedures, and controls;

 

  ● disruption of our ongoing business;

 

  ● diversion of management’s attention from other business concerns;

 

  ● substantial investment of funds or financings by issuance of debt or equity securities that could result in dilution to our stockholders, impact our ability to service our debt within scheduled repayment terms or include covenants or other restrictions that would impede our ability to manage our operations;

 

  ● substantial investment with respect to technology transfers and operational integration; and

 

  ● the acquisition or disposition of product lines or businesses.

 

Also, such activities could result in one-time charges and expenses and have the potential to either dilute the interests of existing stockholders or result in the issuance of or assumption of debt.

 

Such acquisitions, investments, joint ventures, or other business collaborations may involve significant commitments of financial and other resources of our Company. Any such activity may not be successful in generating revenue, income or other returns to us, and the resources committed to such activities will not be available to us for other purposes. Moreover, if we are unable to access capital markets on acceptable terms or at all, we may not be able to consummate acquisitions or may have to do so based on a less than optimal capital structure. Our inability to (i) take advantage of growth opportunities for our business or for our products or (ii) address risks associated with acquisitions or investments in businesses may negatively affect our operating results. Additionally, any impairment of goodwill or other intangible assets acquired in an acquisition or in an investment or charges to earnings associated with any acquisition or investment activity may materially reduce our earnings. These future acquisitions or joint ventures may not result in their anticipated benefits, and we may not be able to properly integrate acquired products, technologies or businesses with our existing products and operations or combine personnel and cultures. Failure to do so could deprive us of the intended benefits of those acquisitions.

 

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We may be unable to successfully integrate our acquisitions, which could adversely affect our business, financial condition, results of operations and prospects.

 

Our success will depend, in part, on the extent to which we are able to merge these functions, eliminate the unnecessary duplication of other functions and otherwise integrate these companies (and any additional businesses with which we may combine in the future) into a cohesive, efficient enterprise. This integration process may entail significant costs and delays could occur. Our failure to integrate the operations of these companies successfully could adversely affect our business, financial condition, results of operations and prospects. To the extent that any acquisition results in additional goodwill, it will reduce our tangible net worth, which might adversely affect our business, financial condition, results of operations and prospects, as well as our credit and bonding capacity.

 

If we fail to protect our intellectual property rights, we could lose our ability to compete in the marketplace.

 

Our intellectual property and proprietary rights are important to our ability to remain competitive and for the success of our products and our business. Patent protection can be limited and not all intellectual property is or can be patented. We rely on a combination of patent, trademark, copyright, and trade secret laws as well as confidentiality agreements and procedures, non-competition agreements and other contractual provisions to protect our intellectual property, other proprietary rights, and our brand. We have little protection when we must rely on trade secrets and nondisclosure agreements. Our intellectual property rights may be challenged, invalidated, or circumvented by third parties. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues for us. Moreover, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S. Litigation may be necessary to enforce our intellectual property rights, which could result in substantial costs to us and substantial diversion of management’s attention. If we do not adequately protect our intellectual property, our competitors could use it to enhance their products. Our inability to adequately protect our intellectual property rights could adversely affect our business and financial condition and the value of our brand and other intangible assets.

 

If we fail to protect our intellectual property rights, our ability to pursue the development of our technologies and products would be negatively affected.

 

Our success will depend in part on our ability to obtain patents and maintain adequate protection of our intellectual property and technologies. Some foreign countries lack rules and methods for defending intellectual property rights and do not protect proprietary rights to the same extent as the United States. We have numerous issued patents outside the United States, and many companies have had difficulty protecting their proprietary rights in foreign countries. We may not be able to prevent misappropriation of our proprietary rights.

 

The patent process is subject to numerous risks and uncertainties and there can be no assurance that we will be successful in protecting our technologies by obtaining and enforcing patents. These risks and uncertainties include the following:

 

  ● patents that may be issued or licensed may be challenged, invalidated, or circumvented, or otherwise may not provide any competitive advantage;

 

  ● our competitors, many of which have substantially greater resources than us and many of which have made significant investments in competing technologies, may seek, or may already have obtained, patents that will limit, interfere with, or eliminate our ability to make, use, and license our technologies either in the United States or in international markets;

 

  ● there may be significant pressure on the United States government and other international governmental bodies to limit the scope of patent protection both inside and outside the United States for technologies that prove successful as a matter of public policy regarding security concerns;

 

  ● countries other than the United States may have less restrictive patent laws than those upheld by United States courts, allowing foreign competitors the ability to exploit these laws to create, develop, and market competing products.

 

Moreover, any patents issued to us may not provide us with meaningful protection, or others may challenge, circumvent, or narrow our patents. Third parties may also independently develop technologies similar to ours or design around any patents on our technologies.

 

In addition, the United States Patent and Trademark Office and patent offices in other jurisdictions have often required that patent applications concerning software inventions be limited or narrowed substantially to cover only the specific innovations exemplified in the patent application, thereby limiting the scope of protection against competitive challenges. Thus, even if we or our licensors are able to obtain patents, the patents may be substantially narrower than anticipated.

 

Our success depends on our patents, patent applications, patents that may be licensed exclusively to us, and other patents to which we may obtain assignment or licenses. We may not be aware, however, of all patents, published applications, or published literature that may affect our business by blocking our ability to commercialize our products, preventing the patentability of products or services by us or our licensors, or covering the same or similar technologies that may invalidate our patents, limit the scope of our future patent claims, or adversely affect our ability to market our products and services.

 

In addition to patents, we rely on a combination of trade secrets, confidentiality, nondisclosure and other contractual provisions, and security measures to protect our confidential and proprietary information. These measures may not adequately protect our trade secrets or other proprietary information. If they do not adequately protect our rights, third parties could use our technology, and we could lose any competitive advantage we may have. In addition, others may independently develop similar proprietary information or techniques or otherwise gain access to our trade secrets, which could impair any competitive advantage we may have.

 

Patent protection and other intellectual property protection are crucial to the success of our business and prospects, and there is a substantial risk that such protections will prove inadequate.

 

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Other companies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability to generate future revenue and profit.

 

We do not believe our product technologies infringe the proprietary rights of any third-party but claims of infringement are becoming increasingly common and third parties may assert infringement claims against us. It may be difficult or impossible to identify, prior to receipt of notice from a third-party, the trade secrets, patent position or other intellectual property rights of a third-party, either in the United States or in foreign jurisdictions. Any such assertion may result in litigation or may require us to obtain a license for or otherwise restrict our use of the intellectual property rights of third parties. If we are required to obtain licenses to use any third-party technology, we would have to pay royalties, which may significantly reduce any profit on our products. In addition, any such litigation could be expensive and disruptive to our ability to generate revenue or enter new market opportunities. If any of our products are found to infringe other parties’ proprietary rights and we are unable to come to terms regarding a license with such parties, we may be forced to modify our products to make them non-infringing or to cease production of such products altogether.

 

Security breaches, including cybersecurity incidents and other disruptions could compromise our information, expose us to liability and harm our reputation and business.

 

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, personal information, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our customers and employees in our data centers and on our networks. The secure maintenance and transmission of this information is critical to our operations and business strategy. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission, and storage of confidential information. Computer hackers may attempt to penetrate our computer systems and, if successful, misappropriate personal or confidential business information. In addition, an associate, contractor, or other third-party with whom we do business may attempt to circumvent our security measures to obtain such information and may purposefully or inadvertently cause a breach involving such information. Despite the security measures we have in place and any additional measures we may implement in the future to safeguard our systems and to mitigate potential security risks, our facilities, and systems, and those of our third-party service providers, could be vulnerable to security breaches. Any such compromise of our data security and access, public disclosure, or loss of personal or confidential business information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption of our operations, damage to our reputation, loss of our customers’ willingness to transact business with us, and subject us to additional costs and liabilities which could materially adversely affect our business.

 

We do not carry insurance against all potential risks and losses, and our insurance might be inadequate to cover all of our losses or liabilities or may not be available on commercially reasonable terms.

 

We have limited, and potentially insufficient, insurance coverage for expenses and losses that may arise in connection with the quality of our products, property damage, work-related accidents and occupational illnesses, natural disasters, and environmental contamination. In addition, we have no insurance coverage for loss of profits or other losses caused by the death or incapacitation of our senior management. As a result, losses or liabilities arising from these or other such events could increase our costs and could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We intend to reevaluate the purchase of insurance, policy limits and terms annually or when circumstances warrant from time to time. Future insurance coverage for our industry could increase in cost and may include higher deductibles or retentions than we could obtain now. In addition, some forms of insurance may become unavailable in the future or unavailable on terms that we believe are economically acceptable. No assurance can be given that we will be able to maintain insurance in the future at rates that we consider reasonable, and we may elect to continue to maintain minimal or no insurance coverage. We may not be able to secure additional insurance or bonding that might be required by new governmental regulations. This may cause us to restrict our operations in certain jurisdictions, which might severely impact our financial position. The occurrence of a significant event, not fully insured against, could have a material adverse effect on our financial condition and results of operations.

 

The nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnity.

 

We develop and sell products where insurance or indemnification may not be available, including:

 

  ● designing and developing products using advanced and unproven technologies, microwave radio technology, and tethered aerostats and drones in intelligence and homeland security applications that are intended to operate in high demand, high risk situations; and

 

  ● designing and developing products to collect, distribute and analyze various types of information.

 

Failure of certain of our products could result in loss of life or property damage. Certain products may raise questions with respect to issues of civil liberties, intellectual property, trespass, conversion, and similar concepts, which may raise new legal issues. Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed or deployed may be available in certain circumstances, but not in others. We are not able to maintain insurance to protect against all operational risks and uncertainties. Substantial claims resulting from an accident, failure of our product, or liability arising from our products in excess of any indemnity or insurance coverage (or for which indemnity or insurance is not available or was not obtained) could harm our financial condition, cash flows, and operating results. Any accident, even if fully covered or insured, could negatively affect our reputation among our customers and the public, and make it more difficult for us to compete effectively.

 

There may be health and safety risks relating to wireless products.

 

Our wireless communications products emit electromagnetic radiation. In recent years, there has been publicity regarding, and increased public attention with respect to, the potentially negative direct and indirect health and safety effects of electromagnetic emissions from cellular telephones and other wireless equipment sources, including allegations that these emissions may cause cancer. Health and safety issues related to our products may arise that could lead to litigation or other actions against us or to additional regulation of our products. We may be required to modify our technology and may not be able to do so. We may also be required to pay damages that may reduce our profitability and adversely affect our financial condition. Even if these concerns prove to be baseless, the resulting negative publicity could affect our ability to market our products and, in turn, could harm our business and results of operations.

 

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If a successful product liability claim were made against us, our business could be seriously harmed.

 

Our agreements with our customers typically, although not always, contain provisions designed to limit our exposure to potential product liability claims. Despite this, it is possible that these limitations of liability provisions may not be effective as a result of existing or future laws or unfavorable judicial decisions. We have not experienced a material product liability claim to date; however, the sale and support of our products may entail the risk of those claims, which are likely to be substantial in light of the use of our products in critical applications. A successful product liability claim could result in significant monetary liability to us and could seriously harm our business.

 

Misuse of our drone products or unmanned products manufactured by other companies could result in injury, damage and/or negative press that could depress the market for unmanned systems.

 

If any of our drone products are misused by our customers or their designees, or by the operators of other unmanned systems, in violation of the new commercial drone regulations (Part 107) adopted by the FAA or other federal, state or local regulations, such misuse could result in injuries to the operators or bystanders, damage to property and/or negative press that could result in a reduction in the market for aerostats or tethered drones in the future. The FAA, the press and the public have been closely monitoring the growth of unmanned systems in the United States. For instance, the FAA regularly publishes reports of drone sightings and reported drone strikes of manned aircraft. One or more incidents involving unmanned systems that results in injury or death of individuals, or damaged property could result in negative press that could put at risk current and future growth.

 

Our tethered aerostat and drone business and operations are subject to the risks of hurricanes, tropical storms, and other natural disasters.

 

The corporate headquarters and manufacturing operations of our tethered aerostat and drone business operations are located in Jacksonville, Florida, where major hurricanes, tropical storms, and other severe weather conditions have occurred. A significant natural disaster, such as a hurricane, tropical storm, or other severe weather storm could severely affect our ability to conduct normal business operations for that product line, and as a result, our future operating results could be materially and adversely affected.

 

If we are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected.

 

For our business to be successful, we need to attract and retain highly-qualified technical, management and sales personnel. The failure to recruit additional key personnel when needed with specific qualifications and on acceptable terms or to retain good relationships with our partners might impede our ability to continue to develop, commercialize and sell our products. To the extent the demand for skilled personnel exceeds supply, we could experience higher labor, recruiting and training costs to attract and retain such employees. We have a limited number of key management, technical and sales personnel, and we rely heavily on them. The loss of any members of our management, technical or sales teams may also delay or impair achievement of our business objectives and result in business disruptions due to the time needed for their replacements to be recruited and become familiar with our business. We face competition for qualified personnel from other companies with significantly more resources available to them and thus may not be able to attract the level of personnel needed for our business to succeed.

 

If we are unable to recruit and retain employees, our business would be negatively affected.

 

For our business to be successful, we need to attract and retain a sufficient number of employees. We have lost a significant number of employees in 2022. The failure to recruit and retain sufficient employees when needed with specific qualifications and on acceptable terms or to retain good relationships with our employees might impede our ability to continue to develop, commercialize and sell our products. To the extent the demand for employees exceeds supply, we could experience higher labor, recruiting and training costs to attract and retain such employees. The loss of employees may also delay or impair achievement of our business objectives and result in business disruptions due to the time needed for their replacements to be recruited and become familiar with our business. We face competition for employees from other companies with significantly more resources available to them and thus may not be able to attract the level of employees for our business to succeed.

 

If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect our business, financial condition, results of operations and prospects.

 

We engage a number of independent contractors in our operations, particularly in our research and development efforts, for whom we do not pay or withhold any federal, state or provincial employment tax. There are several different tests used in determining whether an individual is an employee, or an independent contractor and such tests generally take into account multiple factors. There can be no assurance that legislative, judicial, or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules and regulations that would change, or at least challenge, the classification of our independent contractors. Although we believe we have properly classified our independent contractors, the U.S. Internal Revenue Service or other U.S. federal or state authorities or similar authorities of a foreign government may determine that we have misclassified our independent contractors for employment tax or other purposes and, as a result, seek additional taxes from us or attempt to impose fines and penalties. If we are required to pay employer taxes or pay federal withholding with respect to prior periods with respect to or on behalf of our independent contractors, our operating costs will increase, which could adversely impact our business, financial condition, results of operations and prospects.

 

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We have identified material weaknesses in our internal control over financial reporting, and we cannot assure you that additional material weaknesses or significant deficiencies will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results or prevent fraud, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

 

We have historically had a small internal accounting and finance staff with limited financial accounting systems. This lack of adequate accounting resources has resulted in the identification of material weaknesses in our internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. In connection with the audit of our financial statements for the fiscal year ended December 31, 2021, our management team identified material weaknesses, which continued to exist as of December 31, 2022, relating to, among other matters:

 

  ● we did not effectively segregate certain accounting duties due to the small size of our accounting staff;

 

  ● a lack of timely reconciliations of the account balances; and

 

  ● there is a lack of documented and tested internal controls to meet the requirements of Section 404(a) of the Sarbanes-Oxley Act of 2002.

 

Upon an improvement of our liquidity challenges, we intend to take additional steps, to seek to remediate these material weaknesses and to improve our financial reporting systems and to implement new policies, procedures, and controls. If we do not successfully remediate the material weaknesses described above, or if other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results on a timely basis, which could cause our reported financial results to be materially misstated and require restatement which could result in the loss of investor confidence, delisting and/or cause the market price of our common stock to decline.

 

Risks Relating to our Series A Preferred Stock

 

Our Series A Preferred Stock price may be volatile, which could result in substantial losses to holders and litigation.

 

In addition to changes to market prices based on our results of operations and the factors discussed elsewhere in this “Risk Factors” section, the market price of and trading volume for our Series A Preferred Stock may change for a variety of other reasons, not necessarily related to our actual operating performance. The capital markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Series A Preferred Stock. In addition, the average daily trading volume of the securities of small companies can be very low, which may contribute to future volatility. Factors that could cause the market price of our Series A Preferred Stock to fluctuate significantly include:

 

  ● the results of operating and financial performance and prospects of other companies in our industry;

 

  ● actual or anticipated variations in operating results of us and our competitors;

 

  ● strategic actions by us or our competitors, such as acquisitions or restructurings;

 

  ● announcements of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by our competitors;

 

  ● the public’s reaction to our press releases, other public announcements, and filings with the SEC;

 

  ● lack of securities analyst coverage or speculation in the press or investment community about us or market opportunities in the telecommunications services and staffing industry;

 

  ● changes in government policies in the United States and, as our international business increases, in other foreign countries;

 

  ● changes in earnings estimates or recommendations by securities or research analysts who track our common stock or failure of our actual results of operations to meet those expectations;

 

  ● market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

 

  ● changes in accounting standards, policies, guidance, interpretations, or principles;

 

  ● any lawsuit involving us, our services or our products;

 

  ● arrival and departure of key personnel;

 

  ● sales of common stock by us, our investors or members of our management team;

 

  ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters;

 

  ● prevailing interest rates, increases in which may have an adverse effect on the market price of our Series A Preferred Stock;

 

  ● trading prices of similar securities;

 

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  ● our history of dividend payments and the suspension of dividend payments;

 

  ● the annual yield from dividends on our Series A Preferred Stock as compared to yields on other financial instruments;

 

  ● general economic and financial market conditions;

 

  ● government action or regulation;

 

  ● changes in financial estimates or recommendations by securities analysts with respect to us or our competitors in our industry; and

 

  ● our issuance of additional preferred equity or debt securities.

 

Any of these factors, as well as broader market and industry factors, may result in large and sudden changes in the trading volume of our Series A Preferred Stock and could seriously harm the market price of our Series A Preferred Stock, regardless of our operating performance. In addition, following periods of volatility in the market price of a company’s securities, stockholders often institute securities class action litigation against that company. Our involvement in any class action suit or other legal proceeding could divert our senior management’s attention and could adversely affect our business, financial condition, results of operations and prospects.

 

Our Series A Preferred Stock was issued on October 27, 2021, has no stated maturity date, and does not have an established trading market, which may negatively affect its market value and your ability to transfer or sell your shares.

 

Our Series A Preferred Stock has been listed and trading on The Nasdaq Capital Market only since October 27, 2021, and has a limited history.

 

There is no guarantee that our Series A Preferred Stock will remain listed on The Nasdaq Capital Market or any other nationally recognized exchange. If our Series A Preferred Stock is delisted from The Nasdaq Capital Market or another nationally recognized exchange, we could face significant material adverse consequences, including:

 

  ● a limited availability of market quotations for our Series A Preferred Stock;

 

  ● reduced liquidity with respect to our Series A Preferred Stock;

 

  ● a determination that our Series A Preferred Stock is “penny stock,” which will require brokers trading in our Series A Preferred Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our Series A Preferred Stock; and

 

  ● a decreased ability to issue additional securities or obtain additional financing in the future.

 

Our Series A Preferred Stock has not been rated.

 

Our Series A Preferred Stock has not been rated by any nationally recognized statistical rating organization, which may negatively affect the market value of our Series A Preferred Stock and your ability to sell shares of Series A Preferred Stock. No assurance can be given, however, that one or more rating agencies might not independently determine to issue such a rating or that such a rating, if issued, would not adversely affect the market price of our Series A Preferred Stock. In addition, we may elect in the future to obtain a rating of our Series A Preferred Stock, which could adversely impact the market price of our Series A Preferred Stock. Ratings only reflect the views of the rating agency or agencies issuing the ratings and such ratings could be revised downward or withdrawn entirely at the discretion of the issuing rating agency if in its judgment circumstances so warrant. Any such downward revision or withdrawal of a rating could have an adverse effect on the market price of our Series A Preferred Stock.

 

Market interest rates and other factors may affect the value of our Series A Preferred Stock.

 

One of the factors that will influence the prices of our Series A Preferred Stock will be the dividend yield on our Series A Preferred Stock relative to market interest rates. An increase in market interest rates could cause the market prices of our Series A Preferred Stock to go down. The trading prices of the shares of our Series A Preferred Stock will also depend on many other factors, which may change from time to time, including:

 

  ● the market for similar securities;

 

  ● government action or regulation;

 

  ● general economic conditions or conditions in the financial markets; and

 

  ● our financial condition, performance and prospects.

 

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Shares of our Series A Preferred Stock are subordinate to our existing and future debt, and your interests could be diluted by the issuance of additional preferred stock, including additional shares of our Series A Preferred Stock, and by other transactions.

 

Our Series A Preferred Stock ranks junior to all of our existing and future indebtedness, any classes or series of our capital stock expressly designated as ranking senior to our Series A Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up, and other non-equity claims on us and our assets available to satisfy claims against us, including claims in bankruptcy, liquidation or similar proceedings. Our articles of incorporation currently authorize the issuance of up to 100,000,000 shares of preferred stock, $0.0001 par value per share, in one or more classes or series. In addition, a majority of our entire board of directors may, with stockholder approval, amend our articles of incorporation to increase or decrease the aggregate number of shares of our capital stock or the number of shares of our capital stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption of the classified or reclassified shares. Our board of directors may, without notice to or the consent of holders of our Series A Preferred Stock, authorize the issuance and sale of additional shares of Series A Preferred Stock and authorize and issue additional shares of stock ranking junior to or on parity with our Series A Preferred Stock from time to time. The issuance of additional shares of Series A Preferred Stock or additional shares of stock ranking on parity with our Series A Preferred Stock would dilute the interests of the holders of our Series A Preferred Stock, and the issuance of shares of any class or series of our capital stock expressly designated as ranking senior to our Series A Preferred Stock (with the requisite vote of holders of our Series A Preferred Stock and other classes of stock ranking on parity with our Series A Preferred Stock as described in this prospectus supplement) or the incurrence of additional indebtedness could affect our ability to pay dividends on, redeem or pay the liquidation preference on our Series A Preferred Stock. None of the provisions relating to our Series A Preferred Stock contain any terms relating to or limiting our indebtedness or affording the holders of our Series A Preferred Stock protection in the event of a highly-leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets, that might adversely affect the holders of Series A Preferred Stock, so long as the rights of the holders of our Series A Preferred Stock are not materially and adversely affected.

 

Holders of our Series A Preferred Stock have extremely limited voting rights.

 

Voting rights as a holder of our Series A Preferred Stock will be extremely limited. Shares of our common stock are currently the only class of our securities carrying full voting rights. Voting rights for holders of our Series A Preferred Stock exist primarily with respect to voting on amendments to our articles of incorporation (in some cases, voting together with the holders of other parity Preferred Stock), that materially and adversely affect the rights, preferences, privileges or voting powers of our Series A Preferred Stock or create additional classes or series of preferred stock that are senior to our Series A Preferred Stock and the ability to elect (voting separately as a class together with the holders of all other parity Preferred Stock) two additional directors to our board of directors in the event that 18 monthly dividends (whether or not consecutive) payable on our Series A Preferred Stock are in arrears, which occurred on November 20, 2023.

 

Dividends on our Series A Preferred Stock declared by us will be authorized by our board of directors in its sole discretion out of assets legally available for distribution and will depend upon a number of factors, including our earnings, our financial condition, restrictions under applicable law, our need to comply with the terms of our existing financing arrangements, the capital requirements of our Company and other factors as our board of directors may deem relevant from time to time. We may have to fund any declared dividends from working capital, borrow to provide funds for such dividends, or sell assets to the extent dividends exceed earnings or cash flows from operations. Funding dividends from working capital would restrict our operations. If we are required to sell assets to fund dividends, such asset sales may occur at a time or in a manner that is not consistent with our disposition strategy. If we borrow to fund dividends, our leverage ratios and future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. We suspended dividends in May 2022, and may not be able to pay dividends in the future.

 

We have suspended cash dividends on our Series A Preferred Stock, and we do not anticipate paying any cash dividends on our Series A Preferred Stock in the foreseeable future.

 

On May 25, 2022, we announced the suspension of cash dividends on our Series A Preferred Stock. We currently intend to retain future earnings, if any, to preserve cash in order to fund the development and growth of our business. Any future determination to pay cash dividends will be dependent upon our financial condition, operating results, capital requirements, applicable contractual restrictions, and other such factors as our board of directors may deem relevant. Not paying monthly dividends on the Series A Preferred Stock could cause significant material adverse consequences including negatively affecting its market value and your ability to transfer or sell your shares.

 

Additionally, if dividends on the Series A Preferred Stock are in arrears for 18 or more monthly periods, whether or not consecutive, which occurred on November 20, 2023, holders of shares of the Series A Preferred Stock would be entitled to vote for the election of a total of two additional directors to serve on our board of directors, until all unpaid dividends for past dividend periods with respect to the Series A Preferred Stock and any Parity Preferred Stock have been paid.

 

If our common stock or our Series A Preferred Stock is delisted, your ability to transfer or sell your shares of our Series A Preferred Stock may be limited and the market value of our Series A Preferred Stock will be materially adversely affected.

 

Other than in connection with certain change of control transactions, our Series A Preferred Stock does not contain provisions that protect you if our common stock is delisted from Nasdaq. Since our Series A Preferred Stock has no stated maturity date, you may be forced to hold your shares of our Series A Preferred Stock and receive stated dividends on the stock when, as and if authorized by our board of directors and declared by us with no assurance as to ever receiving the liquidation preference. In addition, if our common stock is delisted from Nasdaq, it is likely that our Series A Preferred Stock will be delisted as well. Accordingly, if our common stock is delisted from Nasdaq, your ability to transfer or sell your shares of our Series A Preferred Stock may be limited and the market value of our Series A Preferred Stock will be materially adversely affected.

 

Throughout most of 2022, our common stock was not in compliance with the $1.00 minimum closing bid price requirement. We were given grace periods and regained compliance on or about February 27, 2023, by having the closing bid price of our common stock exceed $1.00 for a minimum of ten (10) consecutive trading days during the grace period by implementing a 1-for-100 reverse stock split of our outstanding common stock on February 10, 2023.

 

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On February 27, 2023, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), the $1.00 minimum closing bid price requirement (“minimum bid price”) price of the Company’s common stock following the successful filing of its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 pursuant to Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports (“filing requirements”) with the Securities and Exchange Commission (“SEC”).

 

On March 31, 2023, the Company filed a notice of late filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) would not be timely filed. On April 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed the Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. On May 17, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed the Form 10-K or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rules. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company has not filed its Form 10-K for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules.

 

The Company requested and obtained a hearing before the Panel as well as a further stay of any additional action by Nasdaq pending the issuance of a decision by the Panel. There can be no assurance that a favorable decision will be obtained.

 

If the Company fails to timely regain compliance with the Nasdaq Listing Rule within any grace period granted by the Nasdaq Hearings Panel, the Company’s common stock, warrants and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. There is no assurance that the Company will regain compliance during any grace periods or be able to maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to regain compliance during a grace period, Nasdaq will notify us that our common stock, warrants, and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be delisted from The Nasdaq Capital Market.

 

On June 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”), of the Company’s 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (“Preferred Stock”) has been below the minimum $1 million requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5555(a)(4) (the “Minimum Market Value of Publicly Held Shares Requirement”). If the Company fails to timely regain compliance with Minimum Market Value of Publicly Held Shares Requirement our 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. Under Nasdaq rules, the Company will have the opportunity to appeal the delisting decision to a Nasdaq Hearings Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful.

 

There is no assurance, however, that we will be able to maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to maintain compliance, our common stock and our Series A Preferred Stock will be suspended and subject to delisting. If our common stock and our Series A Preferred Stock were delisted from Nasdaq, among other things, it would likely lead to a number of negative implications, including an adverse effect on the price of our common stock and our Series A Preferred Stock, reduced liquidity in our common stock and Preferred Stock, the loss of federal preemption of state securities laws with respect to shares issued in future offerings, greater difficulty in obtaining financing, potential loss of confidence by employees, loss of institutional investor interest and fewer business development opportunities.

 

Our ability to pay dividends is limited by the requirements of Nevada law.

 

Our ability to pay dividends on our Series A Preferred Stock is limited by the laws of Nevada. Under Nevada law, a Nevada corporation generally may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its debts as they become due in the usual course of business, or the corporation’s total assets would be less than the sum of its total liabilities plus, unless the corporation’s charter provides otherwise, the amount that would be needed, if the corporation were dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Accordingly, we generally may not make a distribution on our Series A Preferred Stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus, unless the terms of such class or series of stock provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any class or series of stock then outstanding, if any, with preferential rights upon dissolution senior to those of our Series A Preferred Stock.

 

Our Series A Preferred Stock Fails to Meet Nasdaq’s Listing Requirement for Minimum Market Value of Publicly Held Shares, which may negatively affect its market value and your ability to transfer or sell your shares.

 

On June 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”), of the Company’s 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (“Preferred Stock”) has been below the minimum $1 million requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5555(a)(4) (the “Minimum Market Value of Publicly Held Shares Requirement”).

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days from receipt of the letter, or until December 18, 2023, to regain compliance with the Minimum Market Value of Publicly Held Shares Requirement. To regain compliance with the Minimum Market Value of Publicly Held Shares Requirement, the Company’s Preferred Stock MVPHS must be $1 million or more for a minimum of 10 consecutive business days during the compliance period ending on December 18, 2023. There can be no assurance that the Company will be able to regain compliance with either listing requirement.

 

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If the Company does not regain compliance within the applicable compliance period, Nasdaq will provide written notification to the Company that the Preferred Stock will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Listing Qualifications Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful. If our Preferred Stock is delisted from Nasdaq, among other things, it would likely lead to a number of negative implications, including no market for the Preferred Stock and no ability for you to sell the Preferred Stock, reduced or no liquidity for the Preferred Stock, greater difficulty in obtaining financing, loss of institutional investor interest and fewer business development opportunities.

 

We may redeem our Series A Preferred Stock and you may not receive dividends that you anticipate if we do redeem our Series A Preferred Stock.

 

On or after April 29, 2024, we may, at our option, redeem our Series A Preferred Stock, in whole or in part, at any time or from time to time. Also, upon the occurrence of a certain defined change of control transactions, we may, at our option, redeem our Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such change of control occurred. We may have an incentive to redeem our Series A Preferred Stock voluntarily if market conditions allow us to issue other preferred stock or debt securities at a rate that is lower than the dividend rate on our Series A Preferred Stock. If we redeem our Series A Preferred Stock, then from and after the redemption date, dividends will cease to accrue on shares of Series A Preferred Stock, the shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights as a holder of those shares will terminate, except the right to receive the redemption price plus accumulated and unpaid dividends, if any, payable upon redemption.

 

Holders of shares of our Series A Preferred Stock should not expect us to redeem our Series A Preferred Stock on or after the date they become redeemable at our option.

 

Our Series A Preferred Stock will be a perpetual equity security. This means that it will have no maturity or mandatory redemption date and will not be redeemable at the option of the holders. Our Series A Preferred Stock may be redeemed by us at our option either in whole or in part, from time to time, at any time on or after April 29, 2024, or upon the occurrence of a defined change of control. Any decision we may make at any time to propose a redemption of our Series A Preferred Stock will depend upon, among other things, our evaluation of our capital position, the composition of our stockholders’ equity and general market conditions at that time.

 

Our Series A Preferred Stock is not convertible into shares of our common stock, and investors will not realize a corresponding upside if the price of our common stock increases.

 

Our Series A Preferred Stock is not convertible into shares of our common stock and earns dividends at a fixed rate. Accordingly, an increase in market price of our common stock will not necessarily result in an increase in the market price of our Series A Preferred Stock. The market value of our Series A Preferred Stock may depend more on dividend and interest rates for other preferred stock, commercial paper and other investment alternatives and our actual and perceived ability to pay dividends on, and in the event of dissolution satisfy the liquidation preference with respect to, our Series A Preferred Stock.

 

Risks Relating to our Common Stock

 

Our common stock price may be volatile, which could result in substantial losses to investors and litigation.

 

In addition to changes to market prices based on our results of operations and the factors discussed elsewhere in this “Risk Factors” section, the market price of and trading volume for our common stock may change for a variety of other reasons, not necessarily related to our actual operating performance. The capital markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. In addition, the average daily trading volume of the securities of small companies can be very low, which may contribute to future volatility. Factors that could cause the market price of our common stock to fluctuate significantly include:

 

  ● the results of operating and financial performance and prospects of other companies in our industry;

 

  ● strategic actions by us or our competitors, such as acquisitions or restructurings;

 

  ● announcements of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by our competitors;

 

  ● the public’s reaction to our press releases, other public announcements, and filings with the SEC;

 

  ● lack of securities analyst coverage or speculation in the press or investment community about us or market opportunities in the telecommunications services and staffing industry;

 

  ● changes in government policies in the United States and, as our international business increases, in other foreign countries;

 

  ● changes in earnings estimates or recommendations by securities or research analysts who track our common stock or failure of our actual results of operations to meet those expectations;

 

  ● market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

 

  ● changes in accounting standards, policies, guidance, interpretations, or principles;

 

  ● any lawsuit and judgments involving us, our services or our products;

 

  ● arrival and departure of key personnel;

 

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  ● sales of common stock by us, our investors, or members of our management team; and

 

  ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

 

Any of these factors, as well as broader market and industry factors, may result in large and sudden changes in the trading volume of our common stock and could seriously harm the market price of our common stock, regardless of our operating performance. This may prevent you from being able to sell your shares at or above the price you paid for your shares of our common stock, if at all. In addition, following periods of volatility in the market price of a company’s securities, stockholders often institute securities class action litigation against that company. Our involvement in any class action suit or other legal proceeding could divert our senior management’s attention and could adversely affect our business, financial condition, results of operations and prospects.

 

We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 

We currently intend to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay cash dividends will be dependent upon our financial condition, operating results, capital requirements, applicable contractual restrictions, and other such factors as our board of directors may deem relevant.

 

The sale or availability for sale of substantial amounts of our common stock could adversely affect the market price of our common stock.

 

Sales of substantial amounts of shares of our common stock, or the perception that these sales could occur, could adversely affect the market price of our common stock and could impair our future ability to raise capital through common stock offerings. Our executive officers and directors beneficially own, collectively, a substantial percentage of our outstanding common stock. If one or more of them were to sell a substantial portion of the shares they hold, it could cause our stock price to decline.

 

We cannot assure you that we will be able to continue to comply with Nasdaq’s listing standards.

 

Our common stock commenced trading on Nasdaq on January 22, 2021. To be so listed, we were required to meet the current Nasdaq listing standards, including the minimum bid price requirement, which we met by implementing a 1-for-3 reverse stock split of our outstanding common stock on January 21, 2021, and which we met by implementing a 1-for-100 reverse stock split of our outstanding common stock on February 10, 2023. There can be no assurance that the market price of our common stock will remain at the level required for continuing compliance with the minimum bid price requirement of Nasdaq. It is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market price of our common stock declines, given our recent reverse stock splits, the percentage decline may be greater than would occur in the absence of such reverse stock splits. In addition, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain Nasdaq’s minimum bid price requirement. If we fail to comply with the minimum bid price requirement, there could be further reverse stock splits, and our securities could be delisted.

 

Our stock price may fail to meet in the future the continued listing requirements of the Nasdaq Capital Market. In 2022 and 2023, we were late with our Annual Report and Quarterly Reports with the SEC. Our ability to publicly or privately sell equity securities and the liquidity of our common stock could be adversely affected if we are delisted from the Nasdaq Capital Market.

 

Throughout most of 2022, our common stock was not in compliance with the $1.00 minimum closing bid price requirement. We were given grace periods and regained compliance on or about February 27, 2023, by having the closing bid price of our common stock exceed $1.00 for a minimum of ten (10) consecutive trading days during the grace period by implementing a 1-for-100 reverse stock split of our outstanding common stock on February 10, 2023. If our common stock falls below the minimum closing bid price requirement, there could be further reverse stock splits.

 

In April 2022, we were not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. We regained compliance on or about February 24, 2023, by filing the last of our later periodic financial reports.

 

However, in April 2023, we were not in compliance with Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. We must regain compliance on or about October 12, 2023, by filing the annual report on Form 10-K and later periodic financial reports. On March 31, 2023, the Company filed a notice of late filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) would not be timely filed. On April 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed the Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. On May 17, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed the Form 10-K or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rules. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company has not filed its Form 10-K for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules.

 

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The Company requested and obtained a hearing before the Panel as well as a further stay of any additional action by Nasdaq pending the issuance of a decision by the Panel. There can be no assurance that a favorable decision will be obtained. See Note 22 – Subsequent Events – Nasdaq Compliance Developments in the accompanying Notes of the financial statements for additional information.

 

There is no assurance, however, that we will be able to regain compliance or maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to regain compliance or maintain compliance, our common stock, warrants, and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be suspended and subject to delisting.

 

If our common stock were delisted from Nasdaq, among other things, it would likely lead to a number of negative implications, including an adverse effect on the price of our common stock, reduced liquidity in our common stock, the loss of federal preemption of state securities laws with respect to shares issued in future offerings, greater difficulty in obtaining financing, potential loss of confidence by employees, loss of institutional investor interest and fewer business development opportunities. In the event of a delisting, we could attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

 

We will need to raise additional capital in the future. Additional capital may not be available to us on reasonable terms, if at all, when or as we require. If we issue additional shares of our common stock or other securities that may be convertible into, or exercisable or exchangeable for, our common stock, our existing stockholders will experience further dilution and could trigger anti-dilution provisions in outstanding warrants.

 

We need to raise additional capital in the future. Future financings may involve the issuance of debt, equity and/or securities convertible into or exercisable or exchangeable for our equity securities. These financings may not be available to us on reasonable terms or at all when and as we require funding. If we are able to consummate such financings, the trading price of our common stock could be adversely affected and/or the terms of such financings may adversely affect the interests of our existing stockholders. Any failure to obtain additional working capital when required would have a material adverse effect on our business and financial condition and may result in a decline in our stock price. Any issuances of our common stock, convertible preferred stock, or securities such as warrants or notes that are convertible into, exercisable or exchangeable for, our capital stock, would have a dilutive effect on the voting and economic interest of our existing stockholders.

 

Our officers and directors are entitled to indemnification from us for liabilities under our articles of incorporation, which could be costly to us and may discourage the exercise of stockholder rights.

 

Our articles of incorporation provide that we possess and may exercise all powers of indemnification of our officers, directors, employees, agents and other persons and our bylaws also require us to indemnify our officers and directors as permitted under the provisions of the Nevada Revised Statutes (“NRS”). We also have contractual indemnification obligations under our agreements with our directors and officers. The foregoing indemnification obligations could result in our Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers. These provisions and resultant costs may also discourage our Company from bringing a lawsuit against directors, officers, and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our Company and stockholders.

 

Our bylaws and Nevada law may discourage, delay, or prevent a change of control of our Company or changes in our management, which could have the result of depressing the trading price of our common stock.

 

Certain anti-takeover provisions of Nevada law could have the effect of delaying or preventing a third-party from acquiring us, even if the acquisition arguably could benefit our stockholders.

 

Nevada’s “combinations with interested stockholders” statutes, NRS 78.411 through 78.444, inclusive, prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination, or the transaction by which such person becomes an “interested stockholder”, in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.” These statutes generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment. We did not make such an election in our original articles of incorporation and have not amended our articles of incorporation to so elect.

 

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Nevada’s “acquisition of controlling interest” statutes, NRS 78.378 through 78.3793, inclusive, contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. Our bylaws provide that these statutes do not apply to us or any acquisition of our common stock. Absent such provision in our bylaws, these laws would apply to us as of a particular date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one fifth or more, but less than one third, (2) one third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer cross one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply.

 

Various provisions of our bylaws may delay, defer, or prevent a tender offer or takeover attempt of us that a stockholder might consider in his or her best interest. Our bylaws may be adopted, amended, or repealed by the affirmative vote of the holders of at least a majority of our outstanding shares of capital stock entitled to vote for the election of directors, and except as provided by Nevada law, our board of directors shall have the power to adopt, amend or repeal the bylaws by a vote of not less than a majority of our directors. The interests of these stockholders and directors may not be consistent with your interests, and they may make changes to the bylaws that are not in line with your concerns.

 

Nevada law also provides that directors may resist a change or potential change in control if the directors determine that the change is opposed to, or not in the best interests of, the corporation. The existence of the foregoing provisions and other potential anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

 

If equity research analysts do not publish research or reports about our business, or if they issue unfavorable commentary or downgrade our common stock, the market price of our common stock will likely decline.

 

The trading market for our common stock will rely in part on the research and reports that equity research analysts, over whom we have no control, publish about us and our business. We may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our Company, the market price for our common stock could decline. In the event we obtain securities or industry analyst coverage, the market price of our common stock could decline if one or more equity analysts downgrade our common stock or if those analysts issue unfavorable commentary, even if it is inaccurate, or cease publishing reports about us or our business.

 

Our articles of incorporation allow for our board of directors to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

 

Our board of directors has the authority to fix and determine the relative rights and preferences of our preferred stock. Currently our board of directors has the authority to designate and issue up to 100,000,000 shares of our “blank check” preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 1B.

 

ITEM 2. PROPERTIES.

 

  ●Our principal executive offices were in Dallas, Texas comprising an aggregate of approximately 15,289 square feet leased by ComSovereign. These premises were vacated and the lease was abandoned by ComSovereign in June of 2022. As a result of the lease abandonment, ComSovereign may face legal claims or proceedings for damages regarding that lease, in an unknown amount.

 

  ●On January 29, 2021, we completed the acquisition of a 140,000-square-foot building on 12.7 acres in Tucson, Arizona (the “Tucson Building”) for a purchase price of approximately $6.1 million, of which approximately $2.2 million was paid in cash and the balance was paid with the net proceeds of a $5.3 million term loan that matured in January 2022. On January 31, 2022, we completed the sale of the Tucson Building and repaid the outstanding term loan. On February 1, 2022, we entered into a 10-year lease agreement for the Tucson Building and provided a security deposit of $1.0 million. However, we defaulted on this lease on or about March 1, 2022, and vacated the premises in May of 2022. As a result of the lease abandonment, we may face legal claims or proceedings for damages regarding that lease, in an unknown amount.

 

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In addition, our subsidiaries lease various property:

 

●Jacksonville, Florida (Drone Aviation Executive Offices); and

 

●Holly Hill, Florida (Drone Aviation Manufacturing Facility).

 

Other former properties:

 

●Ottawa, Ontario, Canada (DragonWave). This lease was assumed by Syntronic Production LLC as a result of the sale of the DragonWave-X Cananda, Inc. asset;

 

●Chantilly, Virginia (VNC). These premises were vacated and this lease was abandoned in July of 2022. As a result of the lease abandonment, the landlord obtained a default judgment against us in the amount of approximately $230,000;

 

●San Diego, California (VEO). These premises were vacated and this lease was abandoned in June of 2022. As a result of the lease abandonment, we may face legal claims or proceedings for damages regarding that lease, in an unknown amount;

 

●Colorado Springs, Colorado (Sovereign Plastics). This lease was transferred with the sale of Sovereign Plastics in June of 2022; and

 

●Yokneam, Israel (SKS). This lease was transferred with the sale of SKS in March of 2023.

 

We believe our existing facilities are adequate to meet our current requirements.

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Neither our Company nor any of our subsidiaries currently is a party to any legal proceeding that, individually or in the aggregate, is material to our Company as a whole, except as follows.

 

On January 27, 2022, a former employee filed suit against our Company in the Tulsa County Oklahoma District Court, Case No. CJ-2022-00221. The plaintiff has alleged that she was entitled to six months of severance pay after her employment contract was not renewed, and that her option agreements did not expire 30 days after cessation of her employment, and claims she is owed approximately $75,000 in severance and $250,000 in damages for her options. The Company filed an answer to the complaint and the proceedings are currently in the discovery phase. We dispute plaintiff’s allegations and we intend to vigorously defend the lawsuit.

 

On February 1, 2022, the Company entered into a 10-year lease for 140,405 square feet of commercial space in Tucson, Arizona, and defaulted on this lease on or about March 1, 2022. In addition, two of our subsidiaries are in default of their office leases. As a result of these lease defaults, the Company and respective subsidiaries may face legal claims or proceedings for damages regarding that lease, in an unknown amount.

 

On June 16, 2022, the Company received notice from certain former shareholders of SAGUNA claiming breaches of the SAGUNA stock purchase agreement and claiming that all of the former shareholders of SAGUNA have suffered damages totaling approximately $13.9 million, which they calculated as the value related to the consideration issued to those former shareholders for the acquisition of SAGUNA. The Company denies those claims and has not accrued any contingent loss. However, the Company may face legal claims or proceedings regarding those claims.

 

By notice dated July 14, 2022, the Company received notice from a distributor that has a distribution agreement with InduraPower claiming that InduraPower, and the Company as guarantor, has breached the distribution agreement, and are claiming approximately $2.0 million in damages, which includes a claim for $0.5 million of foregone profit. The Company had received $1.3 million in cash as a deposit against future product deliveries which is included in contract liabilities – current. In addition, the Company fully accrued the remaining claim of $0.7 million in accrued liabilities in the Consolidated Balance Sheet as of December 31, 2022.

 

On or about July 17, 2022, the former employees of SKS filed an insolvency request against SKS in the Nazareth District Court, Israel, No. 35035-06-22. The action represents $400,000 of claims of the former employees, which were fully accrued as of September 30, 2022. The claims of the former employees were resolved pursuant to the SKS Sale Agreement and the action was dismissed on or about January 9, 2023.

 

On or about July 28, 2022, a former employee filed suit against the Company, Dustin McIntire, and Daniel Hodges in the San Diego County California Superior Court, Case No. 37-2022-00028083-CU-BC-CTL (“RVI Claim #1”). The plaintiff alleged that his wages were not paid, that he was constructively discharged, that the Company failed to issue him stock options, and that he is owed future amounts, and claimed total damages of no less than $238,000. On December 29, 2022, the Company resolved this lawsuit.

 

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On or about August 22, 2022, two former FastBack employees filed suit against the Company, DragonWave and FastBack in the Alameda County Superior Court, California, Case No. 22CV016666. The plaintiffs allege that their payroll was late and that the Company failed to make one payroll, failed to timely pay wages three times, failed to pay accrued vacation time, and owes penalties under California law. Each plaintiff claimed damages of no less than $66,500. The Company has accrued for the wage claims for services provided but has not accrued for penalties. On April 4, 2023, the Company resolved this lawsuit.

 

On or about August 23, 2022, a former employee filed suit against the Company in the Clark County District Court, Nevada, Case No. 3 A-22-857361-C (“RVI Claim #2”). The plaintiff alleged that his wages were not paid, that he was constructively discharged, that the Company failed to issue him stock options, and that he is owed future amounts and claimed total damages of no less than $184,000. As of September 30, 2022, the Company had accrued for the wage claims for services provided of $8,000 but had not accrued for the claims associated with future services. On December 29, 2022, the Company resolved this lawsuit.

 

On or about September 20, 2022, the Company was served with a suit that was filed on or about May 27, 2022 by the holder of a Transform-X Inc. (“Transform-X”) promissory note, suing the Company, Daniel Hodges, and Transform-X in the Richland County Court of Common Pleas, South Carolina, Case No. 2022CP4002806. The plaintiff alleges that for $125,000 he purchased an 8% promissory note in 2018 from Transform-X which has not been paid. Plaintiff alleges that the Company is also liable under the Transform-X promissory note. This lawsuit was removed to the United States District of South Carolina, Civil Action No.:3:22-cv-03645-MGL. The Company filed an Answer on October 27, 2022 and the proceedings are currently in the discovery phase. The Company strongly disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit.

 

On or about November 14, 2022, an intellectual property law firm filed suit against the Company in the United States District Court for the Southern District of California, San Diego. The plaintiff alleges that they performed work for the Company and its subsidiaries subsequent to September 30, 2022 and are owed approximately $75,000, which was fully accrued as of September 30, 2022. The Company is making monthly payments to the plaintiff to resolve this lawsuit.

 

On January 9, 2023, a former employee of a subsidiary of InduraPower, filed suit against the Company and the former CEO, Daniel Hodges, in the Pima County Superior Court, Arizona, Case No. C20230116. The plaintiff has alleged that he is owed for unpaid minimum wages and overtime wages, breach of employment contract, retaliatory termination, and alleges an unspecified amount in damages. . The Company filed an answer to the complaint and the proceedings are currently in the discovery phase. The Company strongly dispute plaintiff’s allegations and intends to vigorously defend the lawsuit.

 

On or about January 10, 2023, a recruiting and staffing company obtained a default judgment against the Company in County Court, Collin County, Texas, Case No. 004-01539-2022, for $145,917 and post-judgment interest at 7%. As of December 31, 2022, the Company accrued for the full amount of the judgment. The judgment holder obtained a garnishment order against Company’s banking accounts and has received approximately $17,100 in cash through the date of this filing.

 

On or about May 22, 2023, a landlord filed suit against the Company in the Circuit Court, Fairfax County, Virgina, Case No. 202307755, for breach of a commercial lease. The plaintiff obtained a default judgment in the amount of approximately $230,000 which remains unpaid as of the date of this filing. As of December 31, 2022, the Company accrued for the full amount of the judgment in accrued liabilities on the Consolidated Balance Sheet.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information for Common Stock 

 

Prior to January 22, 2021, our common stock traded under the ticker symbol “COMS” on the OTCQB tier of the OTC Markets, Inc. On January 22, 2021, our common stock commenced trading on the Nasdaq Capital Market under the ticker symbol “COMS.”

 

Holders

 

As of December 31, 2022, there were approximately 287 stockholders of record, according to the records of our transfer agent, and an unknown number of additional holders of common stock held in ‘street name’.

 

Dividends

 

We have not declared any common stock dividends to date. We have no present intention of paying any cash dividends on our common stock in the foreseeable future, as we intend to use earnings, if any, to generate growth. The payment by us of dividends, if any, in the future, is within the discretion of our board of directors and will depend upon, among other things, our earnings, capital requirements and financial condition, as well as other relevant factors. There are no material restrictions in our Articles of Incorporation, as amended, or Bylaws that restrict us from declaring dividends.

 

Recent Sales of Unregistered Securities

 

There have been no sales of unregistered securities within the reporting period that would be required to be disclosed pursuant to Item 701 of Regulation S-K, with the exception of the following:

 

None.

 

ITEM 6. [Reserved].

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements

 

This Annual Report on Form 10-K, including “Item 7. Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations,” contains “forward-looking statements” that represent our beliefs, projections and predictions about future events. From time to time in the future, we may make additional forward-looking statements in presentations, at conferences, in press releases, in other reports and filings and otherwise. Forward-looking statements are all statements other than statements of historical fact, including statements that refer to plans, intentions, objectives, goals, targets, strategies, hopes, beliefs, projections, prospects, expectations or other characterizations of future events or performance, and assumptions underlying the foregoing. The words “may,” “could,” “should,” “would,” “will,” “project,” “intend,” “continue,” “believe,” “anticipate,” “estimate,” “forecast,” “expect,” “plan,” “potential,” “opportunity,” “scheduled,” “goal,” “target,” and “future,” variations of such words, and other comparable terminology and similar expressions and references to future periods are often, but not always, used to identify forward-looking statements.

 

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Readers should carefully review the risk factors included under Item 1A. Risk Factors that are included elsewhere in this Annual Report on Form 10-K filed with the U. S. Securities and Exchange Commission (the “SEC”). All share and per share amounts presented herein have been restated to reflect the implementation of the 1-for-3 reverse stock split effected on January 21, 2021 and 1-for-100 reverse stock split effected on February 10, 2023, as if they had occurred at the beginning of the earliest period presented.

 

Business Overview

 

We are a provider of connectivity solutions to network operators, wireless carriers, governmental units and other enterprises worldwide. We have assembled a portfolio of communications and portable infrastructure technologies, and solutions that enable the upgrading of legacy 3G, 4G and 4G-LTE networks and can facilitate the rapid roll out of the 5G and 6G networks of the future. Our hardware solutions are complemented by a broad array of services, including mobile edge compute, configuration management, technical support, systems design and integration, and sophisticated research and development programs. We compete globally with innovative technology, an array of cost-effective solutions and customer service supporting a global customer base with a focus on the North American telecom infrastructure and service market.

 

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We design, develop, market and sell products and solutions for telecom network operators, mobile device carriers and other enterprises, including the following:

 

  ● Wireless Transport Solutions. We offer a line of high-capacity packet microwave solutions that drive next-generation intellectual property (“IP”) networks. Our carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data. Our solutions enable service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of our product portfolio is wireless network transport, including a range of products ideally suited to support the emergence of underlying small cell networks. Additional solutions include leased-line replacement, last mile fiber extension and enterprise networks.

 

  ● Edge Compute Capable 4G LTE and 5G Network in a Box. We offer both 4G/LTE and 5G New Radio (“NR”) based Network in a Box capable of connecting to other access radios or directly to mobile devices such as mobile phones and other Internet-of-things devices. The all-in-one mobile networks support edge-based application hosting and enable third-party service integration.

 

  ● Tethered Drones and Aerostats. We design, manufacture, sell and provide logistical services for specialized tethered aerial monitoring and communications platforms serving national defense and security customers for use in applications such as intelligence, surveillance, and reconnaissance (“ISR”) and tactical communications. We focus primarily on a suite of tethered aerostats known as the Winch Aerostat Small Platform, which are principally designed for military and security applications and provide secure and reliable aerial monitoring for extended durations while being tethered to the ground via a high-strength armored tether. Our recently-acquired HoverMast line of quadrotor-tethered drones feature uninterruptible ground-based power, fiber optic communications for cyber immunity, and the ability to operate in GPS-denied environments while delivering dramatically-improved situational awareness and communications capabilities to users.

 

We are also developing processes that we believe will significantly advance the state-of-the-art in silicon photonic (“SiP”) devices for use in advanced data interconnects, communication networks and computing systems. We believe our novel approach will allow us to overcome the limitations of current SiP optical modulators, dramatically increase computing bandwidth, and reduce drive power while offering lower operating costs. In addition, we are seeking to leverage our AI capabilities in our Non-Line of Sight (NLOS) unlicensed radio enhancing and extending these capabilities to further support our customers’ environments while expanding and extending our footprint of AI capabilities through new partnerships.

 

Our engineering and management teams have extensive experience in optical systems and networking, digital signal processing, large-scale application-specific integrated circuit design and verification, SiP design and integration, system software development, hardware design, high-speed electronics design and network planning, installation, maintenance, and servicing. We believe this broad expertise in a wide range of advanced technologies, methodologies, and processes enhances our innovation, design and development capabilities, and has enabled us, and we believe will continue to enable us, to develop and introduce future-generation communications and computing technologies. In the course of our product development cycles, we engage with our customers as they design their current and next-generation network equipment in order to gauge current and future market needs.

 

Corporate History

 

We were incorporated in Nevada on April 17, 2014, as a wholly owned subsidiary of MacroSolve, Inc., an Oklahoma corporation (“MacroSolve”), and effective April 30, 2014, in order to consolidate our operations into an entity incorporated in Nevada, MacroSolve merged with and into us. On June 3, 2014, we acquired Drone Aviation Corp. through a stock exchange transaction, and on March 26, 2015, Drone Aviation Corp. merged with and into us. As a result of the stock exchange and merger with Drone Aviation Corp., we acquired Drone Aviation Corp.’s subsidiary, Lighter Than Air Systems Corp., which does business under the name Drone Aviation.

 

Between 2019 to 2022, we completed various acquisitions and mergers including the following businesses: ComSovereign, VEO, InduraPower, Silver Bullet, DragonWave, Lextrum, Sovereign Plastics, VNC, FastBack, Sky Sapience, RVision, Innovation Digital, RF Engineering, and Saguna. Commencing in 2022, as a result of our liquidity challenges, we embarked on a significant reduction of overhead and personnel costs through the divestment of non-core assets in favor of a refocus on our true core competencies in 5G and beyond technology which resulted in numerous lease abandonments and idling of several businesses including VEO, InduraPower, Silver Bullet, DragonWave, RF Engineering, and Saguna (see Note 20 – Business Acquisitions for additional information).

 

During the year ended December 31, 2022, we completed the sales of Sovereign Plastics and RVision for total consideration of $2.0 million. See Note 3 – Discontinued Operations and Assets Held for Sale and Note 20 – Business Acquisitions discussed in the Notes included elsewhere in this Annual Report on Form 10-K for additional information.

 

In December 2022, we entered into an agreement to sell SKS. The sale of SKS was completed during the quarter ended March 31, 2023 (see Note 3 – Discontinued Operations and Assets Held for Sale and Note 22 – Subsequent Events – Business Developments for additional information).

 

During 2022, the Company operated with multiple reporting units and began to centralize operations. At January 1, 2023, the Company shifted and began operating as a single reporting unit (see Reportable Segments and Reporting Units below).

 

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Principle of Consolidation

 

The consolidated financial statements as of, and for the year ended December 31, 2022 and 2021 include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated.

 

Reportable Segments and Reporting Units

 

A reporting unit (“RU”) is a component of an operating segment that is a business activity for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company’s legal operating subsidiaries are not organized to qualify as individual segments, however, each operating entity had separate financial information and an operating manager, who oversees the business and financial activities, reporting to the Chief Operating Decision Maker (“CODM”). Therefore, during 2022, the Company operates as one reportable segment and each legal entity is deemed to be a separate reporting unit. As of January 1, 2023, the Company began operating as a single reporting unit.

 

Significant Components of Our Results of Operations

 

Revenues

 

Our revenues are generated primarily from the sale of our products, which consist primarily of telecom hardware, repairs, support & maintenance, drones, consulting, warranties and other. At contract inception, we assess the goods and services promised in the contract with customers and identify a performance obligation for each. To determine the performance obligation, we consider all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration expected to be received in exchange for transferring goods and services. We generally recognize product revenues at the time of shipment, provided that all other revenue recognition criteria have been met.

 

During the years ended December 31, 2022 and 2021, approximately 7% and 12%, respectively, of our revenues were derived from sales outside of the United States. While our near-term focus is on the North American telecom and infrastructure and service market, a key element of our growth strategy is to expand our worldwide customer base and our international operations, initially through agreements with third-party resellers, distributors and other partners that can market and sell our products in foreign jurisdictions. We expect that as our liquidity improves, our percentage of sales outside the United States may increase as we build up our domestic sales and service teams. Notwithstanding such percentage increase, we expect the sales of tethered aerostats and drones will primarily be to the domestic market customers, primarily to the U.S. government and its agencies, even if such systems are for integration into foreign locations.

 

Cost of Goods Sold and Gross Profit

 

Our cost of goods sold is comprised primarily of the costs of manufacturing products, procuring finished goods from our third-party manufacturers, third-party logistics and warehousing provider costs, shipping and handling costs and warranty costs. We presently outsource the manufacturing of our FastBack and DragonWave products to two outsourced manufacturers, SMC for FastBack products and Benchmark for DragonWave products. Cost of goods sold also includes costs associated with supply operations, including personnel-related costs, provision for excess and obsolete inventory, third-party license costs and third-party costs related to the services we provide. Additionally, cost of goods sold does not include any depreciation and amortization expenses as we separate depreciation and amortization expense into its own category within operating expenses.

 

Gross profit has been and will continue to be affected by various factors, including changes in our supply chain and evolving product mix. The margin profile of our current products and future products will vary depending on operating performance, features, materials, manufacturer, and supply chain. Gross margin will vary as a function of product mix, changes in pricing due to competitive pressure, our third-party manufacturing, our production costs, costs of shipping and logistics, provision for excess and obsolete inventory and other factors. We expect our gross margins will fluctuate from period to period depending on the interplay of these various factors.

 

Operating Expenses

 

We classify our operating expense as research and development, sales, and marketing, and general and administrative. Personnel costs are the primary component of each of these operating expense categories, which consist of cash-based personnel costs, such as salaries, sales commissions, benefits, and bonuses. Additionally, we separate depreciation and amortization expense into its own category.

 

Research and Development

 

In addition to personnel-related costs, research and development expense consists of costs associated with the design, development, and certification of our products. We generally recognize research and development expense as incurred. Development costs incurred prior to establishment of technological feasibility are expensed as incurred.

 

Sales and Marketing

 

In addition to personnel costs for sales, marketing, service and product management personnel, sales and marketing expense consists of the expenses associated with our training programs, trade shows, marketing programs, promotional materials, demonstration equipment, national and local regulatory approvals of our products, travel, entertainment and recruiting. We expect sales and marketing expense to continue to increase in absolute dollars as we increase the size of our sales, marketing, service, and product management organization in support of our investment in our growth opportunities, whether through the development and rollout of new or modified products or through acquisitions and partnerships.

 

General and Administrative

 

In addition to personnel costs, general and administrative expense consists of professional fees, such as legal, audit, accounting, information technology and consulting fees; share-based compensation; and facilities and other supporting overhead costs.

 

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Depreciation and Amortization

 

Depreciation and amortization expense consists of depreciation related to fixed assets such as test equipment, research and development equipment, computer hardware, production fixtures and leasehold improvements, as well as amortization related to definite-lived intangibles.

 

Impairment

 

We account for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the fourth quarter of 2020, we adopted ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation.

 

Loss on Sales

 

A gain or loss on sales is recognized on sales of long-lived assets and included in income from continuing operations in the income statement. The amount of consideration promised in a contract that is included in the calculation of a gain or loss includes both the transaction price and the carrying amount of liabilities assumed.

 

Loss on Lease Abandonment

 

A loss on lease abandonment is recognized upon the derecognition of an ROU asset and evaluation that impairment is necessary in accordance with ASC 842. A gain or loss is recognized from the difference between the carrying amount of the ROU asset and the lease liability.

 

Gain on the Sale of Assets

 

A gain or loss is recognized on the sale and leaseback of long-lived assets and included in income from continuing operations in the income statement. The amount of consideration promised in a contract that is included in the calculation of a gain or loss includes the transaction price and the carrying amount of assets acquired, liabilities assumed, and closing costs.

 

Interest Expense

 

Interest expense is comprised of interest expense associated with our secured notes payable, notes payable and senior convertible debentures. The amortization of debt discounts is also recorded as part of interest expense.

  

Results of Operations

 

   For the Years Ended 
   December 31, 
(Amounts in thousands, except share and per share data)  2022   2021  
Revenue  $9,878   $9,064 
Cost of goods sold   7,594    4,582 
Gross profit   2,284    4,482 
Operating expenses          
Research and development (1)   2,354    4,044 
Sales and marketing (1)   49    615 
General and administrative (1)   17,778    24,938 
Depreciation and amortization   2,008    14,078 
Impairment   41,439    106,055 
Loss on sales (ID, DWXC, RVI) (2)   2,713    - 
Loss on lease abandonment   13,560    - 
Gain on the sale of assets   (8,441)   (83)
Total operating expenses, net   71,460    149,647 
Loss from operations   (69,176)   (145,165)
Other expense          
Interest expense   (3,978)   (2,797)
Other expense   -    (116)
Loss on extinguishment of debt   (7,306)   (4,356)
Foreign currency transaction gain   -    48 
Total other expense   (11,284)   (7,221)
Loss from continuing operations   (80,460)   (152,386)
Income (loss) from discontinued operations, net of tax   747    (663)
Net loss  $(79,713)  $(153,049)

 

(1)These are exclusive of depreciation and amortization

 

(2)Innovation Digital (“ID”), DragonWave-X Canada (“DWXC”), RVision (“RVI”)

 

38

 

 

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 

 

Total Revenues

 

For the year ended December 31, 2022, total revenues increased $0.8 million, or 9%, which was primarily related to sales of our aerostat products and accessories, partially offset by a decrease in our mobile network backhaul products.

 

Cost of Goods Sold and Gross Profit

 

For the year ended December 31, 2022, cost of goods sold increased $3.0 million, or 66%, which primarily was due to a one-time sale of $1.8 million of DragonWave inventory for proceeds of $0.2 million for a loss of $1.6 million due to the challenges related to the Company’s liquidity.

 

Gross profit for the year ended December 31, 2022 decreased $2.3 million with a gross profit margin of 22% compared to 49% for the year ended December 31, 2021. The change in gross profit margin resulted primarily due to the one-time sale of DragonWave inventory and sales of products that were lower margin compared to fiscal year 2021 and increases in purchase price variances due to increased prices from manufacturing and logistical suppliers as a result of then macro supply chain constraints.

 

Research and Development Expense

 

For the year ended December 31, 2022, research and development expenses decreased $1.7 million, or 42%. This was driven by decreases in contract labor and payroll-related costs. This decrease was driven by liquidity challenges and getting rid of discretionary expenditures including reduced developments of DragonWave radio software features, VNC system product development and VEO photonics chip development.

 

Sales and Marketing Expense

 

For the year ended December 31, 2022, sales and marketing expenses decreased $0.6 million, or 92%, which primarily consisted of decreases in payroll and related costs.

 

General and Administrative Expense

 

For the year ended December 31, 2022, general and administrative expenses decreased $7.2 million, or 29%, primarily due to decreases in payroll and related costs of $6.5 million and professional expenses consisting of certain public relations services and accounting services and other professional services of $1.8 million.

 

Depreciation and Amortization

 

For the year ended December 31, 2022, depreciation and amortization decreased $12.1 million, or 86%, due to the sale of the Tucson building in January 2022, sales of subsidiaries and assets lost in the abandonment of leases described below in the Loss on Lease Abandonment section of this discussion.

 

Impairment

 

For the year ended December 31, 2022, impairment expense was $41.4 million, primarily due to goodwill impairment of $29.3 million and intangibles impairment of $12.1 million, compared to $106.1 million for the year ended December 31, 2021, primarily due to goodwill of $62.4 million and intangibles of $43.7 million. Our unfavorable liquidity situation and decline in market capitalization resulted in significant impairments of our intangibles and goodwill.

 

Loss on Sales of Innovation Digital, DragonWave-X Canada, and RVision

 

For the year ended December 31, 2022, the loss on the sales of Innovation Digital, DragonWave-X Canada, and RVision assets was $2.7 million. The loss is primarily due to the transfer of $2.2 million of inventory to the purchaser of the DragonWave-X Canada assets and $0.6 million of intellectual property returned to the original owners of Innovation Digital.

 

Loss on Lease Abandonment

 

For the year ended December 31, 2022, the loss on lease abandonment was $13.6 million, which primarily consisted of $10.0 million related to the abandonment of the Tucson Building lease and related leasehold improvements and inventory, $1.4 million related to the derecognition of the RF Engineering lease, property and equipment, and inventory controlled by the owners of the Company, $1.0 million related to the abandonment of the Dallas Texas office space and related leasehold improvements, $0.3 million related to the abandonment of the Chantilly Virginia lease and related leasehold improvements, property and equipment, and inventory, $0.2 million related to the abandonment of the San Diego California lease, and $0.2 million related to the return of various pieces of operating lease equipment and abandonment of small offices.

 

Gain on the Sale of Assets

 

For the year ended December 31, 2022, the gain on the sale of assets was $8.4 million compared to $0.1 million for the year ended December 31, 2021. The increase of $8.3 million is due to the January 31, 2022 sale of our Tucson Building for $15.8 million of cash, partially offset by the carrying value of $6.7 million and related transaction costs of $0.7 million. 

 

39

 

 

Other Expense

 

For the year ended December 31, 2022, other expense was $11.3 million compared to $7.2 million for the year ended December 31, 2021. The increase of $4.2 million is primarily due to an increase in the loss on extinguishment of debt of $3.0 million and an increase in interest expense of $1.2 million.

 

Loss from Continuing Operations

 

For the year ended December 31, 2022, we had a net loss from continuing operations of $80.5 million compared to a net loss from continuing operations of $152.4 million for the year ended December 31, 2021, due to the items described above.

 

Income (Loss) from Discontinued Operations

 

For the year ended December 31, 2022, we had net income from discontinued operations of $0.7 million as a result of the gain on sale of Sovereign Plastics compared to a net loss from discontinued operations of $0.7 million for the year ended December 31, 2021.

 

Net Loss

 

For the year ended December 31, 2022, we had a net loss of $79.7 million compared to a net loss of $153.0 million for the period December 31, 2021, related to the items described above.

 

Liquidity and Capital Resources

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its cash requirements. As of December 31, 2022, we had $1.9 million in cash compared to $1.9 million on December 31, 2021.

 

As of December 31, 2022, we had a working capital deficit of $15.9 million compared to a working capital deficit of $3.6 million as of December 31, 2021.

 

As of December 31, 2022, we had undiscounted obligations relating to the payment of indebtedness as follows:

 

  ● $11.6 million related to indebtedness that is due during 2023; and

 

  ● $0.6 million related to indebtedness that is due during 2024; and

 

  ● $1.3 million related to indebtedness that is due after 2027.

 

Our future capital requirements for our operations will depend on many factors, including the profitability of our businesses, and the costs of our operations. We cannot be sure that any additional funding, if needed, will be available. Any additional capital raised through the sale of equity or equity-linked securities may dilute our current stockholders’ ownership and could also result in a decrease in the market price of our common stock. Debt financing, if available, may subject us to restrictive covenants and significant interest costs.

 

Our future capital requirements for our operations will depend on many factors, including the profitability of our businesses, the number and cash requirements of other acquisition candidates that we pursue, and the costs of our operations. We have been investing in research and development in anticipation of increasing revenue opportunities in our cellular network solutions business, which has contributed to our losses from operations.

 

Going Concern

 

The accompanying consolidated financial statements and notes have been prepared assuming that we will continue as a going concern. For the year ended December 31, 2022, we used cash flows in operating activities of $9.5 million, and at December 31, 2022 we had an accumulated deficit of $297.6 million and we had working capital deficit of $15.9 million.

 

Our fiscal operating results, accumulated deficit and negative working capital, among other factors, raise substantial doubt about our ability to continue as a going concern. Based on our current cash on hand and subsequent activity as described herein, we presently only have enough cash on hand to operate on a month-to-month basis, without raising additional capital or selling assets. Because of our limited cash availability, our operations have been scaled back to the extent possible. We continue to explore opportunities with third parties and related parties to provide additional capital; however, we have not entered into any agreement to provide the necessary capital. In the near term, there will be limited opportunities to raise capital of significance until our Nasdaq compliance issues are resolved, in the Notes included elsewhere in this Annual Report (see Note 22 – Subsequent Events - Nasdaq Compliance Developments for additional information).

 

We will continue to pursue the actions outlined above, as well as work towards increasing revenue and operating cash flows to meet our future liquidity requirements. However, there can be no assurance that we will be successful in any capital-raising efforts that we may undertake, and these planned actions do not alleviate the substantial doubt. If we are not able to obtain additional financing on a timely basis, we may have to further delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately, we could be forced to discontinue operations, liquidate assets and/or seek reorganization under the U.S. bankruptcy code.

 

Debt Agreements

 

Summary information with respect to our debt or other credit facilities is set forth in Note 14 – Debt of the notes to the consolidated financial statements included in this Annual Report on Form 10-K.

 

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Sources and Uses of Cash

 

   December 31, 
(Amounts in thousands)  2022   2021 
Cash flows used in operating activities  $(9,529)  $(39,089)
Cash flows provided by (used in) investing activities   14,937    (9,440)
Cash flows (used in) provided by financing activities   (6,502)   52,354 
Cash flows provided by (used in) discontinued operations   1,632    (2,665)
Net cash used in assets held for sale   (543)   - 
Effect of exchange rates on cash   -    23 
Net (decrease) increase in cash and cash equivalents  $(5)  $1,183 

 

Operating Activities

 

For the year ended December 31, 2022, net cash used in operating activities was $9.5 million. Net cash used in operating activities primarily consisted of the net loss from continuing operations of $80.5 million, which was offset by adjustments for non-cash expenses of $64.2 million and net cash generated by changes in the levels of operating assets and liabilities of $6.7 million.

 

For the year ended December 31, 2021, net cash used in operating activities was $39.1 million. Net cash used in operating activities primarily consisted of the net loss from continuing operations of $152.4 million, which was offset by adjustments for non-cash expenses of $129.3 million and net cash used in changes in the levels of operating assets and liabilities of $15.3 million.

 

Investing Activities

 

For the year ended December 31, 2022, net cash provided by investing activities was $14.9 million. Investing activities primarily consisted of proceeds from the building sale of $15.1 million, which was partially offset by the acquisition of property and equipment of $0.2 million. 

 

For the year ended December 31, 2021, net cash used in investing activities was $9.4 million. Investing activities primarily consisted of the acquisition of the net assets of FastBack, RVision, Innovation Digital, RF Engineering and SAGUNA, which used $6.5 million of net cash, the acquisition of property and equipment of $3.1 million, partially offset by proceeds from the disposal of property and equipment of $0.1 million.

 

Financing Activities

 

For the year ended December 31, 2022, net cash used in financing activities was $6.5 million. Financing activities primarily consisted of the repayment of debt of $7.5 million and preferred stock dividends paid of $0.2 million, partially offset by $1.3 million of proceeds of debt issued.

 

For the year ended December 31, 2021, financing activities provided cash of $52.4 million. Financing activities primarily consisted of $45.0 million of proceeds from the sale of common stock from an offering, $14.2 million of proceeds from the issuance of debt, and $8.0 million of proceeds from the sale of preferred stock, which was offset by $7.6 million for repayment of debts, $6.1 million for offering costs, $1.0 million for repayment of related party notes, and $0.2 million for payment of preferred stock dividends.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Recently Issued Accounting Pronouncements

 

See Note 2 — Summary of Significant Accounting Policies in the Notes to our financial statements included elsewhere in this report for our evaluation of accounting standards not yet adopted.

 

Critical Accounting Policies and Estimates

 

The following is not intended to be a comprehensive list of our accounting policies or estimates. Our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies in the Notes. In preparing our financial statements and accounting for the underlying transactions and balances, we apply our accounting policies and estimates as disclosed in the Notes. We consider the policies and estimates discussed below as critical to an understanding of our financial statements because their application places the most significant demands on our judgment, with financial reporting results dependent on estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Specific risks for these critical accounting estimates are described in the following paragraphs. Preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates.

 

41

 

 

Besides estimates that meet the “critical” accounting estimate criteria, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenue and expenses as well as disclosures of contingent assets and liabilities. Estimates are based on experience and other information available prior to the issuance of the financial statements. Materially different results can occur as circumstances change and additional information becomes known, including for estimates that we do not deem “critical.”

 

Accounts Receivable and Credit Policies

 

Trade accounts receivable consist of amounts due from the sale of our products and services. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. We provide an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. As of December 31, 2022, we characterized $1.2 million as uncollectible.

 

Acquisitions

 

The Company accounts for acquisitions using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of the identifiable assets and liabilities is recorded as goodwill.

 

The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition. Significant management inputs used in the estimation of fair value of assets acquired and liabilities assumed include, but are not limited to, expected future cash flows, future changes in technology, estimated replacement costs, discount rates, and assumptions about the period of time the brand will continue to be used in the Company’s product portfolio. Where appropriate, external advisers are consulted to assist in the determination of fair value. For non-observable market values, fair value has been determined using acceptable valuation methods (e.g., relief from royalty methods). The results of operations for businesses acquired are included in the financial statements from the acquisition date.

 

Acquisition-related expenses and post-acquisition integration costs are recognized separately from the business combination and are expensed as incurred. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the tangible and intangible assets acquired and liabilities assumed, including the fair value of acquired intangible assets, an indemnification asset related to certain assumed liabilities, net lease liabilities, uncertain tax positions, tax-related valuation allowances, and pre-acquisition contingencies with a corresponding offset to goodwill. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations.

 

Beneficial Conversion Features and Warrants

 

During the year ended December 31, 2021, the Company evaluated the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company recorded a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that had conversion features at fixed or adjustable rates that are in-the-money when issued and recorded the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments was recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which were credited to additional paid-in capital. The Company calculated the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation model.

 

Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. 

 

Beginning on January 1, 2022, with the adoption of ASU 2020-06, it was no longer necessary to evaluate whether a conversion feature was beneficial.

 

Loss on Extinguishment of Debt

 

After the adoption of ASU 2020-06-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity, on April 1, 2022, the Company accounts for its convertible debt as a single liability with no separate accounting for embedded conversion features. The Company accounts for privately negotiated settlements of its convertible debt as induced conversions, resulting in an inducement loss measured as the difference between the fair value of the consideration transferred and the fair value of the original terms of the instrument on the acceptance date. The remaining consideration transferred, after reducing the carrying amount of the convertible debt, is recorded as a reduction to additional paid-in-capital on the Company’s consolidated balance sheets. Prior to conversion of its convertible debt, the Company includes, in the diluted net income per common share calculation, the effect of the additional shares that may be issued when the Company’s common stock price exceeds the conversion price using the if-converted method. The Company’s convertible debt has no impact on diluted net income per common share unless the average price of the Company’s common stock exceeds the conversion price because the Company is required to settle the principal amount of the convertible debt in cash upon conversion.

 

42

 

 

Prior to the adoption of ASU 2020-06, the Company separately accounted for the liability and equity components of its convertible debt by estimating the fair values of the i) liability component without a conversion feature and ii) the conversion feature. This resulted in a bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in the Company’s consolidated statements of income. Upon settlement of convertible debt instruments, the Company allocated the total consideration between the liability and equity components based on the fair value of the liability component without the conversion feature. The difference between the consideration allocated to the liability component and the net carrying value of the liability component was recognized as an extinguishment loss or gain. The remaining settlement consideration was allocated to the equity component and recognized as a reduction of additional paid-in capital in the Company’s consolidated balance sheets. In addition, if the terms of the settlement were different from the contractual terms of the original instrument, the Company recognized an inducement loss, which was measured as the difference between the fair value of the original terms of the instrument and the fair value of the settlement terms. The Company included the dilutive effect of the shares of its common stock issuable upon conversion of the outstanding convertible debt under the treasury stock method as it had the intent and had adopted an accounting policy to settle the principal amount of its convertible debt in cash. This method resulted in incremental dilutive shares when the average price of the Company’s common stock for a reporting period exceeded the conversion prices per share.

 

Revenue Recognition

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606), Revenue from Contracts with Customers. Topic 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and requires entities to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The principles in the standard are applied in five steps: 1) identify the contract(s) with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations in the contract; and 5) recognize revenue when (or as) the entity satisfies a performance obligation. We adopted Topic 606 as of January 10, 2019 (date of inception).

 

Our revenue recognition policies are consistent with this five-step framework. Understanding the complex terms of agreements and determining the appropriate time, amount and method to recognize revenue for each transaction requires judgment. These significant judgments include: (1) determining what point in time or what measure of progress depicts the transfer of control to the customer; (2) applying the series guidance to certain performance obligations satisfied over time; and (3) estimating how and when contingencies, or other forms of variable consideration, will impact the timing and amount of recognition of revenue. The timing and revenue recognition in a period could vary if different judgments were made.

 

Long-Lived Assets and Goodwill

 

We account for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

Throughout the past 3-5 years, we targeted companies with technology that fit our portfolio and align with our strategic vision for 5G innovation. The impairment was primarily driven by lackluster business performance as a result of turbulent economic factors such as the impact of COVID-19, chip shortages, our declining stock price and our inability to secure adequate funding to service our customers. We believe that in the absence of future positive cash flow, declines in revenue generation, or continued difficult business conditions, further impairments may be required. The Company will monitor such economic conditions and record such additional charges when and if necessary.

 

We account for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the fourth quarter of 2020, we adopted ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. For the years ended December 31, 2022 and 2021, we recorded impairment charges of $41.4 million and $106.1 million, respectively.

 

Our acquisitions require the application of purchase accounting, which results in tangible and identifiable intangible assets and liabilities of the acquired entity being recorded at fair value. The difference between the purchase price and the fair value of net assets acquired is recorded as goodwill. We are responsible for determining the valuation of assets and liabilities and for the allocation of purchase price to assets acquired and liabilities assumed.

 

Assumptions must be made in determining fair values, particularly where observable market values do not exist. Assumptions may include discount rates, growth rates, cost of capital, tax rates and remaining useful lives. These assumptions can have a significant impact on the value of identifiable assets and accordingly can impact the value of goodwill recorded. Different assumptions could result in different values being attributed to assets and liabilities. Since these values impact the amount of annual depreciation and amortization expense, different assumptions could also impact our statement of operations and could impact the results of future asset impairment reviews. Due to the many variables inherent in the estimation of a business’s fair value and the relative size of our goodwill, if different assumptions and estimates were used, it could have an adverse effect on our impairment analysis.

 

Share-Based Compensation

 

We account for share-based compensation costs in accordance with ASC 718, Compensation – Stock Compensation. ASC 718, which requires companies to measure the cost of awards of equity instruments, including stock options and restricted stock awards, based on the estimated grant date fair value of the award and to recognize it as compensation expense over the employee’s requisite service period or the non-employee’s vesting period. An employee’s requisite service period is the period of time over which an employee must provide service in exchange for an award under a share-based payment arrangement and generally is presumed to be the vesting period.

 

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 7A.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

Our Consolidated Financial Statements and supplementary data are on pages F-1 through F-41.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

(a) Evaluation of disclosure controls and procedures.

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and acting principal financial and accounting officer, to allow for timely decisions regarding required disclosures.

 

We carried out an evaluation, under the supervision and with the participation of our management, consisting of our principal executive officer and acting principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, our principal executive officer and acting principal financial and accounting officer concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, consisting of our principal executive officer and principal financial and accounting officer, to allow timely decisions regarding required disclosure, due to the material weaknesses discussed further below.

 

(b) Management’s Annual Report on Internal Control Over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to ensure that material information regarding our operations is made available to management and the Board of Directors to provide them reasonable assurance that the published financial statements are fairly presented. There are limitations inherent in any set of internal controls, such as the possibility of human error and the circumvention or overriding of controls. As a result, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. As conditions change over time, so to may the effectiveness of internal controls.

 

Our management, consisting of our principal executive officer and acting principal financial and accounting officer, have evaluated our internal control over financial reporting as of December 31, 2022 based on the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission and have concluded that our internal controls over financial reporting were not effective. Based on this assessment, management concluded that the following material weaknesses that were first identified in 2021, continued to exist as of December 31, 2022.

 

  ● we do not effectively segregate certain accounting duties due to the small size of our accounting staff;

 

  ● there is a lack of timely reconciliations of account balances; and

 

  ● there is a lack of documented and tested internal controls to meet the requirements of Section 404(a) of the Sarbanes-Oxley Act of 2002.

 

Management believes that these material weaknesses exist due to a lack of resources. Upon an improvement of the Company’s liquidity challenges, management intends to add accounting personnel, operating staff, and utilize consultants, where appropriate, in order to remediate these material weaknesses. In addition, management intends to invest in more sophisticated accounting and finance systems in order to improve our internal and external reporting procedures and internal controls, subject to available capital. Until we have adequate resources to address these issues, any material weaknesses may materially adversely affect our ability to accurately report our financial condition and results of operations in the future in a timely and reliable manner. In addition, although we continually review and evaluate internal control systems to allow management to report on the sufficiency of our internal controls, we cannot assure you that we will not discover additional weaknesses in our internal control over financial reporting. Any such additional weaknesses or failure to remediate the existing weaknesses could materially adversely affect our financial condition or ability to comply with applicable financial reporting requirements and the requirements of our various financing agreements.

 

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

 

ITEM 9B. OTHER INFORMATION.

 

None.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 

None.

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

Directors

 

The following table sets forth the names and ages of the members of our Board of Directors. Our Board of Directors elects our executive officers annually by majority vote. Each director’s term continues until his or her successor is elected or qualified at the next annual meeting, unless such director earlier resigns or is removed.

 

Name   Age   Positions and Offices
Richard J. Berman   81   Director
Kay Kapoor   60   Director
James A. Marks   70   Director
David A. Knight   61   Director, Chief Executive Officer, President, and Acting Principal Financial and Accounting Officer
Bill J. White   63   Director

 

The following is information about the experience and attributes of the members of our Board of Directors and senior executive officers as of the date of this Annual Report. The experience and attributes of our directors discussed below provide the reasons that these individuals were selected for board membership, as well as why they continue to serve in such positions.

  

Richard J. Berman was appointed to our board of directors upon the closing of our acquisition of COMSovereign Corp. on November 27, 2019. Mr. Berman’s business career spans over 35 years of venture capital, senior management, and merger and acquisitions experience. In the past five years, Mr. Berman has served as a director and/or officer of over a dozen public and private companies. Mr. Berman currently serves on the board of the following public companies: BioVie Inc., Context Therapeutics Inc., and Cryoport Inc. Previously, Mr. Berman worked at Goldman Sachs; was Senior Vice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments; he created the largest battery company in the world, in the 1980’s, by merging Prestolite, General Battery and Exide to form Exide Technologies (XIDE); he helped create SoHo, the lower Manhattan neighborhood in NYC, by developing five buildings; and he advised on over $4 billion M&A transactions, completing over 300 deals. Mr. Berman is a past Director of the Stern School of Business of NYU where he obtained his B.S. and M.B.A. degrees. He also has U.S. and foreign law degrees from Boston College and The Hague Academy of International Law. Our Nominating and Corporate Governance Committee and Board believe that Mr. Berman’s extensive leadership experience in the management of technology companies as well as his financial expertise and significant experience in mergers and acquisitions qualifies him to serve on our board of directors.

 

Kay Kapoor joined our board of directors in January 2021. Since January 2018, Ms. Kapoor has been the Chief Executive Officer of Arya Technologies, an advisory and consulting firm that provides expertise in technology and telecommunication to clients. Kapoor also serves as an independent board member for NEC NSS, Frontier Technologies Inc, and Terma Defense US. From January 2013 to October 2017, Ms. Kapoor was the Executive Vice President and President of AT&T’s Global Public Sector organization, a $15 billion segment of its business that provides technology and communications solutions to government and education customers across federal, state, local and international markets. From January 2011 to October 2012, Ms. Kapoor served as chairman and Chief Executive Officer of Accenture Federal Services (AFS), a wholly-owned subsidiary of Accenture LLC. From November 1990 to October 2010, she was employed at Lockheed Martin Corporation where she led complex organizational units and government relations. She ultimately served as Vice President of Lockheed Martin’s $4 billion, 13,000-employee Information Systems& Global Solutions Civil unit. Ms. Kapoor is the recipient of numerous industry awards, including the Stevie Award for Woman of the Year in Business Services, the Women in Technology Leader Award, the prestigious Janice K. Mendenhall Spirit of Leadership Award, the FCW Fed100 Award and the Asian American Engineer of the Year Award. Ms. Kapoor earned a master’s degree in business from Johns Hopkins University complemented by executive programs at MIT and Harvard University and earned her bachelor’s degree in information systems from the University of Maryland. Our Nominating and Corporate Governance Committee and Board believe that Ms. Kapoor’s significant experience across the technology, telecommunications and defense markets, including expertise in government programs, mergers and acquisitions, sales and marketing, and telecom technology qualifies her to serve on our board of directors.

 

James A. Marks was appointed to our Board of Directors upon the closing of our acquisition of COMSovereign on November 27, 2019. James A. “Spider” Marks is the President of The Marks Collaborative, an advisory firm dedicated to the development and transformation of corporate leaders and their organizations. He has led business ventures that included entrepreneurial efforts in education, energy, information technology, and primary research. General Marks spent over 30 years in the United States Army holding every command position from infantry platoon leader to commanding general. Significantly, in industry he was responsible for creating, training and managing a company that staffed over 10,000 linguists in Iraq generating annual revenues of over $700 million in less than a year. He has led large multinational organizations and universities within NATO, the European Union, Korea, Southeast Asia, and the Middle East. General Marks is currently the board member of Revive, an IT company. He is a published author, routine guest speaker, leader and senior advisor for multiple corporations, and has been an on-air military and intelligence analyst to CNN. In governmental relations, he prepared and presented testimonies for intelligence, armed services, and appropriations committees of both houses of the U.S. Congress. He is an Honor Graduate of the U.S. Army’s Ranger School and a member of the Military Intelligence Hall of Fame. General Marks has a Bachelor of Science degree in Engineering from the United States Military Academy at West Point, NY and a Master of Arts degree in Foreign Affairs from the University of Virginia. Our Nominating and Corporate Governance Committee and Board believe that Mr. Marks’ extensive leadership experience as well as his significant experience in government relations and contracting qualifies him to serve on the board of directors.

 

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David A. Knight was appointed to our Board of Directors on November 23, 2022. Mr. Knight has led turnarounds and transformations of multiple technology and services companies. He previously served as CEO of Dispersive Holdings, a cybersecurity company based in Atlanta, GA from April 2021 through March 2022, and was a member of their board of directors from January 2020 through March 2021. From November 2020 through April 2021, Mr. Knight operated his consultancy company, GlenWest Advisors. Previously, he was CEO of Federos (acquired by Oracle) from April 2016 through November 2020, and was a member of their board of directors from November 2017 through April 2020. Prior to that, Mr. Knight held senior management positions at Motorola, SEI and at Micromuse where he was responsible for the acquisition and integration of over $200 million in subsidiaries and partnerships prior to the firm’s purchase by IBM. He holds a master’s degree in management from Northwestern’s Kellogg School and a Bachelor of Science in Accounting from Valparaiso University. Our Nominating and Corporate Governance Committee and Board believe that Mr. Knight’s significant experience with turnarounds and technology companies qualifies him to serve on our board of directors.

 

Bill J. White was appointed to our Board of Directors on April 26, 2023. Mr. White has been a member of the Board of Directors of MyMd Pharmaceuticals, Inc. ((Nasdaq: MYMD) since August, 2018, and has served as the Audit Committee Chairman since August, 2017. From May, 2022 to October, 2022, Mr. White has served as Chief Financial Officer of ProPhase Labs, Inc. (Nasdaq: PRPH). From April, 2012 to May, 2022, Mr. White served as Chief Financial Officer, Treasurer and Secretary of Intellicheck, Inc. (Nasdaq: IDN), an identity company that delivers on-demand digital identity validation solutions for KYC, fraud, and age verification needs. From August, 2000 to April 2012 Mr. White served as the Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer of FocusMicro, Inc. (“FM”). As co-founder of FM, Mr. White played an integral role in growing the business from the company’s inception to over $36 million in annual revenue in a five-year period. Prior to co-founding FM, he served 15 years in various financial leadership positions in the government sector. Mr. White started his career in Public Accounting. Mr. White has more than 30 years of experience in financial management, operations and business development. Mr. White has broad domestic and international experience including managing rapid and significant growth, import/export, implementing tough cost management initiatives, exploiting new growth opportunities, merger and acquisitions, strategic planning, resource allocation, tax compliance and organization development. Our Nominating and Corporate Governance Committee and Board believe that Mr. White’s extensive financial expertise and significant experience in public company financial leadership qualifies him to serve on our board of directors.

 

Family Relationships

 

No director or executive officer is related by blood, marriage or adoption to any other director or executive officer.

 

Meetings of the Board of Directors

 

During the fiscal year ended December 31, 2022, our Board of Directors held 17 meetings, and approved 4 actions by unanimous written consent. We expect our directors to attend all meetings of our Board of Directors and the committees thereof on which such directors serve and to spend the time needed to prepare for such meetings and meet as frequently as necessary to properly discharge their responsibilities.

 

Board Composition and Structure; Director Independence

 

Our business and affairs are managed under the direction of our board of directors, which is currently comprised of five members. The term of office for each director will be until his or her successor is elected at our next annual meeting or his or her death, resignation or removal, whichever is earliest to occur.

 

While we do not have a stand-alone diversity policy, in considering whether to recommend any director nominee, including candidates recommended by stockholders, we believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities. As set forth in our corporate governance guidelines, when considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors and director nominees will provide an appropriate mix of experience and skills relevant to the size and nature of our business.

 

Our board of directors expects a culture of ethical business conduct and encourages each member to conduct a self-review to determine if he or she is providing effective service with respect to both our Company and our stockholders. Should it be determined that a member of our board of directors is unable to effectively act in the best interests of our stockholders, such member would be encouraged to resign.

 

Board Leadership Structure

 

Our amended and restated bylaws and our corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure is in the best interests of our Company. David A. Knight is the CEO but is not the Chairman of the Board. Currently, Richard Berman serves as our Lead Director.

 

As Lead Director of the Board, Mr. Berman’s key responsibilities include facilitating communication between our board of directors and management, assessing management’s performance, managing board members, preparation of the agenda for each board meeting, and acting as chair of board meetings.

 

We will take steps to ensure that adequate structures and processes are in place to permit our board of directors to function independently of management. The directors will be able to request at any time a meeting restricted to independent directors for the purposes of discussing matters independently of management and are encouraged to do so should they feel that such a meeting is required.

 

Committees of our Board of Directors

 

The standing committees of our board of directors consist of an audit committee, a compensation committee and a nominating and corporate governance committee. Each of the committees reports to our board of directors as they deem appropriate and as our board may request. Each committee of our board of directors has a committee charter that will set out the mandate of such committee, including the responsibilities of the chair of such committee.

 

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The composition, duties and responsibilities of these committees are set forth below.

 

Audit Committee

 

The audit committee is responsible for, among other matters:

 

  ● appointing, retaining and evaluating our independent registered public accounting firm and approving all services to be performed by them;

 

  ● overseeing our independent registered public accounting firm’s qualifications, independence and performance;

 

  ● overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

 

  ● reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

 

  ● establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and

 

  ● reviewing and approving related person transactions.

 

Our audit committee consists of four of our directors, Richard J. Berman, Kay Kapoor James A. Marks, and Bill H. White, each of whom meets the definition of “independent director” for purposes of serving on an audit committee under Rule 10A-3 under the Exchange Act and Nasdaq rules. Mr. White serves as chair of our audit committee. Our board of directors has determined that Mr. White and Mr. Berman each qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K under the Securities Act. The written charter for our audit committee is available on our corporate website at www.COMSovereign.com. The information on our website is not part of this Annual Report.

 

Report of the Audit Committee of the Board of Directors

 

Our audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2022 with our management. Our audit committee also has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). In addition, our audit committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered accountants firm’s communications with the audit committee concerning independence, and has discussed with our independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, our audit committee has recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

Submitted by the Audit Committee,

 

Bill J. White, Chair

Richard J. Berman

Kay Kapoor

James A. Marks

 

Compensation Committee

 

The compensation committee is responsible for, among other matters:

 

  ● reviewing key employee compensation goals, policies, plans and programs;

 

  ● reviewing and approving the compensation of our directors, chief executive officer and other executive officers;

 

  ● producing an annual report on executive compensation in accordance with the rules and regulations promulgated by the SEC;

 

  ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

 

  ● administering our stock plans and other incentive compensation plans.

 

Our compensation committee consists of hour of our directors, Richard J. Berman, Kay Kapoor James A. Marks, and Bill J. White, each of whom meets the definition of “independent director” under the rules of Nasdaq and the definition of non-employee director under Rule 16b-3 promulgated under the Exchange Act. Ms. Kapoor serves as chair of our compensation committee. Our board of directors has adopted a written charter for the compensation committee, which is available on our corporate website at www.COMSovereign.com. The information on our website is not part of this Annual Report.

 

Compensation Committee Interlocks and Insider Participation

 

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of another entity that had one or more of its executive officers serving as a member of our board of directors or compensation committee. None of the members of our compensation committee, when appointed, will have at any time been one of our officers or employees.

 

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Nominating and Corporate Governance Committee

 

Our nominating and corporate governance committee will be responsible for, among other matters:

 

  ● determining the qualifications, qualities, skills and other expertise required to be a director and developing and recommending to the board for its approval criteria to be considered in selecting nominees for director;

 

  ● identifying and screening individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

 

  ● overseeing the organization of our board of directors to discharge our board’s duties and responsibilities properly and efficiently;

 

  ● reviewing the committee structure of the board of directors and the composition of such committees and recommending directors to be appointed to each committee and committee chair;

 

  ● identifying best practices and recommending corporate governance principles; and

 

  ● developing and recommending to our board of directors a set of corporate governance guidelines and principles applicable to us.

 

Our nominating and corporate governance committee consists of three of our directors, Bill J. White, Kay Kapoor and James A. Marks, each of whom meets the definition of “independent director” under the rules of Nasdaq. Mr. Marks serves as chair of our nominating and corporate governance committee. Our board of directors has adopted a written charter for the nominating and corporate governance committee, which is available on our corporate website at www.COMSovereign.com. The information on our website is not part of this Annual Report.

 

Other Committees

 

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

 

Director Term Limits

 

Our board of directors has not adopted policies imposing an arbitrary term or retirement age limit in connection with individuals serving as directors as it does not believe that such a limit is in the best interests of our Company. Our nominating and corporate governance committee will annually review the composition of our board of directors, including the age and tenure of individual directors. Our board of directors will strive to achieve a balance between the desirability of its members having a depth of relevant experience, on the one hand, and the need for renewal and new perspectives, on the other hand.

 

Diversity Policy

 

Our board of directors is committed to nominating the best individuals to fulfill director and executive roles. Our board has not adopted policies relating to the identification and nomination of diverse directors and executives and as it does not believe that it is necessary in the case of our Company to have such written policies at this time. Our board of directors believes that diversity is important to ensure that board members and senior management provide the necessary range of perspectives, experience and expertise, as well as a diversity of personal characteristics that may include, but are not limited to, gender, race, ethnicity, national origin, sexual orientation, age, and geography, required to achieve effective stewardship and management. We have not adopted a target regarding diversity on our board or regarding diversity in executive officer positions as our board believes that such arbitrary targets are not appropriate for our Company.

 

Board Diversity Matrix

 

Total Number of Directors  5 
   Female   Male   Non-Binary   Did Not
Disclose
Gender		 
Gender:                
Directors    1     4     0     0 
Number of Directors Who Identify in Any of the Categories Below:                        
African American or Black    0     0     0     0 
Alaskan Native or Native American    0     0     0     0 
South Asian    1     0     0     0 
Hispanic or Latinx    0     0     0     0 
Native Hawaiian or Pacific Islander    0     0     0     0 
White    0     4     0     0 
Two or More Races or Ethnicities    0     0     0     0 
                         
LGBTQ+    0     0     0     0 
Persons with Disabilities    0     0     0     0 
Did Not Disclose Demographic Background    0     0     0     0 

 

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Risk Oversight

 

Our board of directors oversees the risk management activities designed and implemented by our management. Our board of directors executes its oversight responsibility for risk management both directly and through its committees. The full board of directors also considers specific risk topics, including risks associated with our strategic plan, business operations and capital structure. In addition, our board of directors regularly receives detailed reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

 

Our board of directors has delegated to the audit committee oversight of our risk management process. Our other board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full board of directors as appropriate, including when a matter rises to the level of a material or enterprise level risk.

 

Stockholder Communications with the Board of Directors

 

Our board of directors has adopted a formal process by which stockholders may communicate with our board of directors or any of its directors. Stockholders who wish to communicate with our board of directors may do so by sending written communications addressed to: General Counsel and Secretary of COMSovereign Holding Corp., 6890 E Sunrise Drive, #120-506, Tucson, AZ 85750. These communications will be reviewed by the General Counsel and Secretary of COMSovereign, who will determine whether the communication is appropriate for presentation to our board of directors or the relevant director. The purpose of this screening is to allow our board of directors to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications). The screening procedures have been approved by a majority of the independent directors. All communications directed to our audit committee that relate to questionable accounting or auditing matters will be promptly and directly forwarded to our audit committee.

 

Legal Proceedings

 

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

 

  1. to our knowledge, except as included in the biographical information included herein with respect to our executive officers and directors, any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

  2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

  3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

 

  4. being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

  5. being the subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

  6. being the subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Code of Ethics

 

Our board of directors has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all of our employees, including our chief executive officer, chief financial officer and principal accounting officer. Our Code of Ethics will be available on our website at www.COMSovereign.com by clicking on “Investors.” If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics that apply to our principal executive officer, financial and accounting officers by posting the required information on our website at the above address within four business days of such amendment or waiver. The information on our website is not part of this Annual Report.

 

Our board of directors, management and all employees of our Company are committed to implementing and adhering to the Code of Ethics. Therefore, it is up to each individual to comply with the Code of Ethics and to be in compliance of the Code of Ethics. If an individual is concerned that there has been a violation of the Code of Ethics, he or she will be able to report in good faith to his or her superior. While a record of such reports will be kept confidential by our Company for the purposes of investigation, the report may be made anonymously and no individual making such a report will be subject to any form of retribution.

 

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Executive Officers

 

The following table sets forth the names and ages of our named executive officers and the positions held by each. Our board of directors elects our executive officers annually by majority vote.

 

Name   Age   Positions and Offices
David A. Knight   61   Chief Executive Officer, President, and Acting Principal Financial and Accounting Officer
Dustin H. McIntire   49   Chief Technology Officer
Kevin M. Sherlock   62   General Counsel and Secretary

 

Executive Officers who are not Directors

 

The following sets forth certain information about the experience and attributes of our executive officers who are not directors:

 

Dustin H. McIntire, Ph.D. was appointed our Chief Technology Officer upon the closing of our acquisition of ComSovereign in November 2019. Dr. McIntire is an electrical design engineer with more than 20 years of experience designing hardware and software for embedded and consumer electronics, wireless communications systems, and the Internet of Things. Additionally, he has an acute broad area expertise over several technological fields and is a skilled technologist and systems architect with a history of successfully leading projects and teams from concept through production utilizing extensive background in computer architecture, low power circuits, embedded software, and communications protocols. He possesses a sharp ability to architect, design, fabricate, and manufacture successful products from concept to high volume production. Examples include co-founding of a cloud-based SaaS company providing IoT services, hosting hundreds of thousands of devices for multiple Fortune 500 companies and developing a scalable edge computing system to perform distributed tracking using multimodal sensing assets. Companies he has led as either Chief Technologist, Chief Technology Officer or Chief Executive Officer include Tranzeo Wireless Technologies, Inc., Arrayent, Inc., Prodeo Systems, Inc. and Silver-Bullet Technology, Inc. He holds a B.S. from Stanford, and M.S. and Ph.D. degrees in Electrical Engineering from UCLA.

 

Kevin M. Sherlock was appointed our General Counsel and Secretary in January 2020. Prior to joining our Company, Mr. Sherlock was a partner in the law firm of Heurlin Sherlock, PC, in Tucson, Arizona, which he co-founded in 2008 and where he focused primarily on business litigation, securities arbitration, and security clearance matters. While in the private practice of law, Mr. Sherlock also gained experience in corporate structures and mergers and acquisition work. Mr. Sherlock is licensed to practice law in Washington D.C., Florida and Arizona. Mr. Sherlock earned a Bachelor of Science degree in Multinational Business Operations from Florida State University and a Juris Doctorate from Georgetown University Law Center.

 

Delinquent Section 16(A) Reports

 

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

 

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2022, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners of our capital stock were complied with.

 

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ITEM 11. EXECUTIVE COMPENSATION.

 

Summary Compensation Table

 

              Stock   Option   All Other     
       Salary   Bonus   Awards   Awards   Compensation   Total 
Name and Principal Position  Year   ($)   ($)   ($)(1)   ($)(2)   ($)(3)   ($) 
Daniel L. Hodges (4)   2022   $110,000   $-   $       -   $-   $23,300   $133,300 
Former Chairman and Chief Executive Officer   2021    250,000    -    -    3,409,550    16,641    3,676,191 
                                    
David A. Knight (5)   2022    60,000    60,000    -    -    -    120,000 
Chief Executive Officer, President, and Acting Principal Financial and Accounting Officer   2021    -    -    -    -    -    - 
                                    
Dustin H. McIntire (6)   2022    225,000    -    -    -    22,342    247,342 
Chief Technology Officer   2021    225,000    -    -    460,750    16,830    702,580 
                                    
Kevin M. Sherlock (7)   2022    225,000    -    -    -    6,768    231,768 
Secretary and General Counsel   2021    225,000    -    -    460,750    316    686,066 
                                    
John E. Howell (8)   2022    160,000    -    -    -    7,067    167,067 
Former President   2021    250,000    -    -    1,035,766    5,107    1,290,873 

 

(1)Amounts shown in the “Stock Awards” column reflect the aggregate grant date fair value calculated in accordance with FASB ASC 718 for the respective fiscal year with respect to shares of restricted stock granted to our named executive officers. Amounts reflect our accounting for these awards and do not necessarily correspond to the actual values that may be realized by our named executive officers. The grant date fair values of shares of restricted stock and immediately vested shares were determined as of the grant date using the closing bid price of our common stock on the grant date. Pursuant to SEC rules, we disregarded the estimates of forfeitures related to service-based vesting conditions. See the “Outstanding Equity Awards at Fiscal Year-End” table in this Annual Report and related notes.

 

(2)Amounts shown in the “Stock Options” column reflect the aggregate grant date fair value calculated in accordance with FASB ASC 718 for the respective fiscal year with respect to options granted to our named executive officers. Amounts reflect our accounting for these option grants and do not necessarily correspond to the actual values that may be realized by our named executive officers. The grant date fair values of these option grants were calculated at the grant date using the Black-Scholes option pricing model. The assumptions used for the valuations are set forth in Note 16 – Share-Based Compensation in the Notes included elsewhere in this Annual Report. Pursuant to SEC rules, we disregarded the estimates of forfeitures related to service-based vesting conditions. See the “Outstanding Equity Awards at Fiscal Year-End” table in this Annual Report and related notes for information with respect to stock options.

 

(3)Reflects amounts paid for health insurance coverage benefits.

 

(4)Daniel L. Hodges resigned effective on September 1, 2022. Of the salary earned by Mr. Hodges in 2022 through his resignation, approximately $65,000 was paid in 2022 and the unpaid balance has been accrued and remains unpaid. All of Mr. Hodges’s Option Awards expired on or before November 11, 2022.

 

(5)On September 1, 2022, David A. Knight was appointed Interim Chief Executive Officer. Effective November 23, 2022, Mr. Knight was appointed Chief Executive Officer, President, Acting Principal Financial and Accounting Officer, and a Director. The salary and bonus earned by Mr. Knight in 2022 has been accrued and remains unpaid.

 

(6)Dustin H. McIntire was appointed our Chief Technology Officer on November 27, 2019 in connection with consummation of our acquisition of ComSovereign. Of the salary earned by Mr. McIntire in 2022 approximately $65,000 was paid in 2022 and the unpaid balance has been accrued and remains unpaid.

 

(7)Kevin M. Sherlock was appointed our General Counsel on January 1, 2020. Of the salary earned by Mr. Sherlock in 2022, approximately $65,000 was paid in 2022 and the unpaid balance has been accrued and remains unpaid.

 

(8)John E. Howell resigned effective on September 1, 2022. Of the salary earned by Mr. Hodges through his resignation, approximately $70,000 was paid in 2022 has been accrued and remains unpaid. All of Mr. Howell’s Option Awards expired on or before November 11, 2022.

 

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Employment Contracts and Potential Payments Upon Termination or Change in Control

 

We have entered into employment agreements with our executive officers as follows:

 

            Initial Term of
Executive   Title   Date of Agreement   Agreement
David A. Knight   Chief Executive Officer, President, and Acting Principal Financial and Accounting Officer   November 23, 2022   No term specified
Dustin H. McIntire   Chief Technology Officer   December 2, 2019   Four Years
Kevin M. Sherlock   General Counsel and Secretary   December 2, 2019   Four Years

 

The employment memo for Mr. Knight does not specify any term. Unless earlier terminated, at the end of the initial term, the employment agreements for Mr. McIntire and Mr. Sherlock each agreement automatically renews for additional an additional one-year term until cancelled.

 

The following is a summary of the current compensation arrangements set forth in each employment agreement described above:

 

Executive  Title  Annual Base
Salary		 
David A. Knight  Chief Executive Officer, President, and Acting Principal Financial and Accounting Officer  $180,000 
Dustin H. McIntire  Chief Technology Officer  $225,000 
Kevin M. Sherlock  General Counsel and Secretary  $225,000 

 

Each executive officer is also eligible to receive an employee incentive stock option grant each year during the term, as determined by the Compensation Committee of our board of directors, with a strike price equal to that of the other corporate officers and directors under that current year’s approved option grants. The executives shall have no rights to any portions of any option grant until the vesting of such grant.

 

Under the employment memo with Mr. Knight, he would be entitled to severance in the event we terminate his employment without cause before reaching 1 year of service consisting of 3 months of salary, benefits, and prorated bonus, and 6 months of salary, benefits, and prorated bonus if we terminate his employment without cause after reaching 1 year of service. Under the employment agreements with Mr. McIntire and Mr. Sherlock, the executive will be entitled to severance in the event we terminate his employment without Cause (as defined in the employment agreement), or he resigns from his employment for Good Reason (as defined in the employment agreement). The severance amount for would be (i) his pro rata base salary through the date of termination, and (ii) a severance amount equal to 12 months’ salary.

 

In connection with the execution of such employment agreement, each executive also executed our standard employee agreements containing customary confidentiality restrictions and work-product provisions, as well as customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.

 

52

 

 

Equity Compensation Plan Information

 

The following table provides information as of December 31, 2022 regarding our compensation plans under which equity securities are authorized for issuance:

 

Plan Category  Number of
Securities to
be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights		   Weighted- Average
Exercise
Price of
Outstanding
Options,
Warrants and
Rights		   Number of
Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected
in Column (a)		 
2020 Long-Term Incentive Plan - Equity compensation plan approved by security holders   22,621   $226    57,982 
Equity compensation plans not approved by security holders   3,933    208    - 
Total   26,554   $223    57,982 

 

On February 8, 2023, the authorized shares under the 2020 Long-Term Incentive Plan were increased by 300,000 shares on a post-split basis.

 

Equity Incentive Plans

 

2020 Long-Term Incentive Plan.    On April 22, 2020, our board of directors adopted our 2020 Long-Term Incentive Plan (the “2020 Plan”) to provide an additional means to attract, motivate, retain and reward selected employees and other eligible persons. On May 5, 2020, our stockholders approved that plan. On a post-reverse split basis, the 2020 Plan started with 33,334 shares of the Company’s common stock available for award under the Plan. On February 25, 2021, our board of directors adopted a resolution proposing to add, on a post-reverse split basis, 50,000 shares of the Company’s common stock to the 2020 Plan, which was approved by our stockholders on June 25, 2021. On November 21, 2022, our board of directors adopted a resolution proposing to add 300,000 shares of the Company’s common stock to the 2020 Plan, which was approved by our stockholders on February 8, 2023 on a post-split basis.

 

Our board of directors, or one or more committees appointed by our Board or another committee (within delegated authority), administers the 2020 Incentive Plan. The administrator of the 2020 Incentive Plan has broad authority to:

 

●select participants and determine the types of awards that they are to receive;

 

●determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award and establish the vesting conditions (if applicable) of such shares or awards;

 

●cancel, modify or waive our rights with respect to, or modify, discontinue, suspend or terminate any or all outstanding awards, subject to any required consents;

 

●construe and interpret the terms of the 2020 Incentive Plan and any agreements relating to the Plan;

 

●accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards subject to any required consent;

 

●subject to the other provisions of the 2020 Incentive Plan, make certain adjustments to an outstanding award and authorize the termination, conversion, substitution or succession of an award; and

 

●allow the purchase price of an award or shares of our common stock to be paid in the form of cash, check or electronic funds transfer, by the delivery of previously-owned shares of our common stock or by a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the administrator may authorize or any other form permitted by law.

 

A total of 383,334 shares of our common stock are authorized for issuance with respect to awards granted under the 2020 Incentive Plan. Any shares subject to awards that are not paid, delivered or exercised before they expire or are cancelled or terminated, or fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for other award grants under the 2020 Incentive Plan. As of September 30, 2023, stock option grants to purchase an aggregate of 58,655 shares of common stock have been issued under the 2020 Incentive Plan, of which 2,732 have been exercised, 33,303 were forfeited, and 357,982 shares remain available under the 2020 Incentive Plan remain available for award purposes.

 

Awards under the 2020 Incentive Plan may be in the form of incentive or nonqualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards. The administrator may also grant awards under the plan that are intended to be performance-based awards within the meaning of Section 162(m) of the U.S. Internal Revenue Code. Awards under the plan generally will not be transferable other than by will or the laws of descent and distribution, except that the plan administrator may authorize certain transfers.

 

53

 

 

Nonqualified and incentive stock options may not be granted at prices below the fair market value of the common stock on the date of grant. Incentive stock options must have an exercise price that is at least equal to the fair market value of our common stock, or 110% of fair market value of our common stock in the case of incentive stock option grants to any 10% owner of our common stock, on the date of grant. These and other awards may also be issued solely or in part for services. Awards are generally paid in cash or shares of our common stock. The plan administrator may provide for the deferred payment of awards and may determine the terms applicable to deferrals.

 

As is customary in incentive plans of this nature, the number and type of shares available under the 2020 Incentive Plan and any outstanding awards, as well as the exercise or purchase prices of awards, will be subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders. In no case (except due to an adjustment referred to above or any repricing that may be approved by our stockholders) will any adjustment be made to a stock option or stock appreciation right award under the 2020 Incentive Plan (by amendment, cancellation and re-grant, exchange or other means) that would constitute a repricing of the per-share exercise or base price of the award.

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table sets forth outstanding equity awards to our named executive officers as of December 31, 2022.

 

   Option Awards
Name  Number of
securities
underlying
unexercised options
exercisable
(#)		   Number of
securities
underlying
unexercised options
unexercisable
(#)		   Option exercise
price
($)		   Option expiration
date
Dustin H. McIntire, Ph.D               
Stock Options Grant - Qualified   364    727    275   4/1/2026
Stock Options Grant - Nonqualified   470    939    275   4/1/2026
                   
Kevin M. Sherlock                  
Stock Options Grant - Qualified   364    727    275   4/1/2026
Stock Options Grant - Nonqualified   470    939    275   4/1/2026

 

On April 1, 2021, Dustin McIntire was awarded 1,091 qualified stock option grants and 1,409 non-qualified stock option grants. These stock option grants vest in three equal installments on the first, second and third anniversaries of continued employment from the grant date of April 1, 2021.

 

On April 1, 2021, Kevin M. Sherlock was awarded 1,091 qualified stock option grants and 1,409 non-qualified stock option grants. These stock option grants vest in three equal installments on the first, second and third anniversaries of continued employment from the grant date of April 1, 2021.

 

Director Compensation

 

Our non-employee director compensation program is designed to attract and retain qualified individuals to serve on our board of directors. Our board of directors, on the recommendation of our compensation committee, will be responsible for reviewing and approving any changes to the directors’ compensation arrangements. In consideration for serving on our board of directors, each director (other than excluded directors) will be paid an annual retainer. All directors will be reimbursed for their reasonable out-of-pocket expenses incurred while serving as directors.

 

On April 1, 2021, the Compensation Committee of our Board adopted a 2021 director compensation program for the non-employee members of our board of directors.

 

Cash Compensation. Under such program, we accrued for each non-employee director a quarterly payable of $60,000 per year for service on our board of directors.

 

Equity Awards. In 2021, each non-employee director also received an award of five-year nonqualified stock options to purchase 200,000 shares (225,000 shares for Mr. Berman) of our common stock at a purchase price of $275.00 per share, of which 50% of such options vested on April 1, 2022 and 50% of such options vested on April 1, 2023. Each non-employee director was also eligible to receive grants of stock options, each in an amount designated by the Compensation Committee of our board of directors, from any equity compensation plan approved by the Compensation Committee of our Board.

 

In addition to such compensation, we reimbursed each non-employee director for all pre-approved expenses within 30 days of receiving satisfactory written documentation setting out the expense actually incurred by such director. These include reasonable transportation and lodging costs incurred for attendance at any meeting of our Board.

 

54

 

 

The following table sets forth the director compensation we paid in the year ended December 31, 2022, excluding compensation to the Excluded Directors, which is set forth in the summary compensation table of our executive officers above.

 

                       
       Fees Earned
Or Paid In Cash		   Stock
Awards		   Option
Awards		   All Other
Compensation		   Total 
Name and Principal Position  Year   ($)   ($) (1)   ($) (2)   ($)   ($) 
Richard J. Berman (3)   2022   $75,000   $            -   $-   $-   $75,000 
Kay Kapoor (4)   2022    60,000    -    -           -    60,000 
James A. Marks (5)   2022    60,000    -    -    -    60,000 
Former Director: David V. Aguilar (6)   2022    15,000    -    -    -    15,000 
Former Director: Brent M. Davies (7)   2022    45,000    -    -    -    45,000 

 

(1)Amounts shown in the “Stock Awards” column represent the dollar amount recognized for financial statement reporting purposes with respect to the fair value of securities granted in accordance with ASC Topic 718, Compensation — Stock Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect our accounting expense for these awards, and do not correspond to the actual value that may be realized upon exercise.

 

(2)Amounts shown in the “Option Awards” column reflect the aggregate grant date fair value calculated in accordance with FASB ASC 718 for the respective fiscal year with respect to options granted to our directors. Amounts reflect our accounting for these option grants and do not necessarily correspond to the actual values that may be realized by our directors. The grant date fair values of these option grants were calculated at the grant date using the Black-Scholes option pricing model.

 

(3)Mr. Berman was appointed to our board of directors in connection with our acquisition of ComSovereign on November 27, 2019. Mr. Berman was reelected a director at the February 8, 2023 annual meeting of stockholders. Mr. Berman earned $75,000 in board fees for 2022, which amount has been accrued and is unpaid. As of December 31, 2022, Mr. Berman had an aggregate of 2,250 option awards outstanding at a purchase price of $275.00 per share.

 

(4)Ms. Kapoor was appointed to our board of directors on January 21, 2021. Ms. Kapoor was elected a director at the February 8, 2023 annual meeting of stockholders. Ms. Kapoor earned $60,000 in board fees for 2022, which amount has been accrued and is unpaid. Ms. Kapoor was granted a restricted stock award of 667 shares (on a post spit basis) of our common stock in 2021, which shares vested in two equal tranches on the first and second anniversaries of her service on our board of directors. We recognized a $150,000 expense in 2022 related to such restricted stock grant. As of December 31, 2022, Ms. Kapoor had an aggregate of 2,000 option awards outstanding at a purchase price of $275.00 per share.

 

(5)Mr. Marks was appointed to our board of directors in connection with our acquisition of ComSovereign on November 27, 2019. Mr. Marks was reelected a director at the February 8, 2023 annual meeting of stockholders. Mr. Marks earned $60,000 in board fees for 2022, which amount has been accrued and is unpaid. As of December 31, 2022, Mr. Marks had an aggregate of 2,000 option awards outstanding at a purchase price of $275.00 per share.

 

(6)On April 27, 2022, Mr. Aguilar resigned from the board to pursue personal and other business commitments. Mr. Aguilar earned $15,000 in board fees for 2022, which amount has been accrued and is unpaid. All of Mr. Aguilar’s Option Awards expired on or before July 26, 2022.

 

(7)On October 10, 2022 Mr. Davies resigned from the board to pursue personal and other business commitments. Mr. Davies earned $45,000 in board fees for 2022, which amount has been accrued and is unpaid. All of Mr. Davies’s Option Awards expired on or before January 9, 2023.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 6, 2023 by:

 

  ● each person known by us to be a beneficial owner of more than 5% of our outstanding common stock;

 

  ● each of our directors;

 

  ● each of our named executive officers; and

 

  ● all directors and executive officers as a group.

 

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after December 6, 2023. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. Except as indicated by footnote, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

 

55

 

 

In the table below, the percentage of beneficial ownership of our common stock is based on 2,695,571 shares of our common stock outstanding as of December 6, 2023 plus that amount of our securities of which that person has a right to acquire beneficial ownership within 60 days after December 6, 2023. Unless otherwise noted below, the address of the persons listed on the table is c/o COMSovereign Holding Corp., 6890 E Sunrise Drive, #120-506, Tucson, AZ 85750.

 

Name of Beneficial Owner  Amount and
Nature of
Beneficial
Ownership		   Percentage of
Class(%) (1)		 
Named Executive Officers and Directors          
David A. Knight   -    * 
Dustin H. McIntire (2)   17,467    * 
Kevin M. Sherlock (3)   3,621    * 
Richard J. Berman (4)   6,960    * 
Kay Kapoor (5)   2,667    * 
James A. Marks (6)   5,188    * 
Bill J. White (7)   -    * 
           
5% Shareholders - None          
None   -    * 
           
All current executive officers and directors as a Group (7 persons)   35,903    1.3 

 

 

*less than 1%

 

(1)The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our capital stock outstanding on December 6, 2023, excluding treasury stock. On December 6, 2023, there were 2,695,571 shares of our common stock outstanding. To calculate a stockholder’s percentage of beneficial ownership, we include in the numerator and denominator the common stock outstanding and all shares of our common stock issuable to that person in the event of the exercise of outstanding options and other derivative securities owned by that person which are exercisable within 60 days of December 6, 2023. Common stock options and derivative securities held by other stockholders are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership among our stockholders may differ. Unless we have indicated otherwise, each person named in the table has sole voting power and sole investment power for the shares listed opposite such person’s name.

 

(2)Includes 15,319 shares held directly by Mr. McIntire, and 480 shares issuable upon the exercise of outstanding warrants and 1,668 shares of common stock underlying options that are exercisable by Mr. McIntire.

 

(3)Includes 1,953 shares held by the Kevin M. Sherlock Revocable Trust, and 1,668 shares of common stock underlying options that are exercisable by Mr. Sherlock. Mr. Sherlock has voting and dispositive control over the shares held by the trust.

 

(4)Includes 4,282 shares held directly by Mr. Berman, 428 shares issuable upon the exercise of outstanding warrants and 2,250 shares of common stock underlying options that are exercisable by Mr. Mr. Berman.

 

(5)Includes 667 shares held directly by Ms. Kapoor that were a restricted stock award made in January 2021 which shares vest in two equal tranches on the first and second anniversaries of her service on our board, and 2,000 shares of common stock underlying options that are exercisable by Ms. Kapoor. We recognized a $150,000 expense in 2022 related to such restricted stock grant.

 

(6)Represents 2,854 shares held directly by Mr. Marks, 334 shares held by Spidernet, Inc., and 2,000 shares of common stock underlying options that are exercisable by Mr. Marks. Mr. Marks has voting and dispositive control over the shares held by Spidernet, Inc.

 

From time to time, the number of our shares held in the “street name” accounts of various securities dealers for the benefit of their clients or in centralized securities depositories may exceed 5% of the total shares of our common stock outstanding.

 

56

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

 

Procedures for Approval of Related Party Transactions

 

A “related party transaction” is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related party had or will have a direct or indirect material interest. A “related party” includes:

 

  ● any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

 

  ● any person who beneficially owns more than 5% of our common stock;

 

  ● any immediate family member of any of the foregoing; or

 

  ● any entity in which any of the foregoing is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

 

In April 2020, our board of directors adopted a written related-party transactions policy. Pursuant to this policy, the Audit Committee of our board of directors will review all material facts of all related-party transactions and either approve or disapprove entry into the related-party transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a related-party transaction, our Audit Committee shall take into account, among other factors, the following: (i) whether the related-party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third party under the same or similar circumstances; (ii) the extent of the related party’s interest in the transaction; and (iii) whether the transaction would impair the independence of a non-employee director.

 

Related Party Transactions

 

Other than compensation arrangements for our named executive officers and directors, which we describe above, the only related party transactions to which we were a party during the years ended December 31, 2022 and 2021 or any currently proposed related party transaction, are as follows:

 

On April 1, 2022, Dustin H. McIntire, our CTO, loaned $100,000 to the Company. The Company gave Mr. McIntire an unsecured promissory note for the $100,000 loan, with three per cent (3%) interest. On March 31, 2023, the Company amended the note to extend the maturity date to December 31, 2023 with an interest rate of 5.5% commencing on April 1, 2023.

 

On September 1, 2023, Dustin H. McIntire, our CTO, loaned $260,000 to the Company which was used to secure a software license for the Company. Upon being notified of the proposed loan, the Audit Committee reviewed the transaction under the Company’s related party transaction policy and approved the transaction. The Company issued Mr. McIntire a secured convertible promissory note for the $260,000 loan, with eight per cent (8%) interest, secured by the software license. See Note 22 – Subsequent Events – Business Developments and Debt and Equity Developments.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

The following table summarizes the aggregate fees billed to the Company by Marcum LLP, for the fiscal years ended December 31, 2022 and 2021:

 

   2022   2021 
Audit fees(1)  $676,670   $627,922 
Audit-related fees(2)   -    - 
Tax fees(3)   -    - 
Total  $676,670   $627,922 

 

(1)Audit fees consist of fees billed for services rendered by our independent auditors during the years ended December 31, 2022 and 2021 for the audit and review of our financial statements.

 

(2)Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the consolidated financial statements of the Company and are not reported under “Audit fees.” For the periods indicated these fees primarily related to miscellaneous professional services.

 

(3)Tax fees consist of fees billed for professional services rendered for tax compliance, advice and planning. For the periods indicated these services included assistance regarding federal and state tax compliance and consultations regarding various income tax issues.

 

57

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(1) Our Consolidated Financial Statements and Notes thereto begin on page F-1 of this report immediately after the signature page.

 

Index to Financial Statements:    
Reports of Independent Registered Public Accounting Firms (PCAOB ID Numbers 688)   F-2
Consolidated Balance Sheets   F-4
Consolidated Statements of Operations   F-5
Consolidated Statements of Stockholders’ Equity   F-6
Consolidated Statements of Cash Flows   F-7 – F-8
Notes to Consolidated Financial Statements   F-9 – F-41

 

(2) Financial Statement Schedules: All schedules have been omitted because the required information is included in the Consolidated Financial Statements or the Notes thereto, or because it is not required.

 

58

 

 

(3) Exhibits:

 

Exhibit
Number		   Exhibit Description   Incorporation by Reference
        Form   Filing Date   Exhibit
Number
3.1   Restated Articles of Incorporation   --   *   --
3.2   Amended and Restated By-Laws   --   *   --
3.3   Certificate of Designations of Series A Cumulative Redeemable Perpetual Preferred Stock   8-A   10/26/2021   3.2
4.1   Description of Registered Securities   --   *   --
4.2   Form of Warrant Agency Agreement dated January 26, 2021 between the Company and ClearTrust, LLC, including form of Warrant Certificate   8-K   1/27/2021   10.1
4.3   Form of Convertible Promissory Note of the Company dated January 29, 2021   8-K   2/4/2021   4.2
10.1   COMSovereign Holding Corp. 2020 Long-Term Incentive Plan, as amended   –   *   –
10.2#   Employment Memo dated November 29, 2022 between the Company and David Knight#   8-K   11/29/2022   99.1
10.3#   Employment Agreement dated December 2, 2019 between the Company and Dr. Dustin McIntire, Ph.D.#   8-K   12/12/2019   10.3
10.4#   Employment Agreement dated January 2, 2020 between the Company and Kevin M. Sherlock#   8-K   1/8/2020   10.2
10.5   Warrant dated May 27, 2021 between the Company and Lind Global Asset Management IV, LLC   8-K   6/3/2021   10.3
10.6   Securities Purchase Agreement, dated August 25, 2021 between the Company and Lind Global Fund II LP   8-K   8/30/2021   10.1
10.7   Senior Secured Convertible Promissory Note dated August 25, 2021 of the Company issued to Lind Global Fund II LP   8-K   8/30/2021   10.2
10.8   Warrant dated August 25, 2021 of the Company issued to Lind Global Fund II LP   8-K   8/30/2021   10.3
10.9   Amended and Restated Security Agreement dated August 25, 2021 between the Company and Lind Global Asset Management IV, LLC and Lind Global Fund II LP   8-K   8/30/2021   10.4
10.10   Amended and Restated Guaranty dated August 25, 2021 of the Subsidiaries of the Company in favor of Lind Global Asset Management IV, LLC and Lind Global Fund II LP   8-K   8/30/2021   10.5
10.11   Amended and Restated Security Agreement dated August 25, 2021 among the Subsidiaries of the Company and Lind Global Asset Management IV, LLC and Lind Global Fund II LP   8-K   8/30/2021   10.6
10.12   Form of Amended and Restated Patent Security Agreement dated August 25, 2021 between certain Subsidiaries of the Company and Lind Global Asset Management IV, LLC   8-K   8/30/2021   10.7
10.13   Form of Amended and Restated Trademark Security Agreement dated August 25, 2021 between certain Subsidiaries of the Company and Lind Global Asset Management IV, LLC   8-K   8/30/2021   10.8
10.14   First Amendment and Limited Waiver dated August 25, 2021 to the Securities Purchase Agreement dated May 27, 2021 between the Company and Lind Global Asset Management IV, LLC   8-K   8/30/2021   10.9
10.15   Amended and Restated Senior Secured Convertible Promissory Note dated May 27, 2021 of the Company issued to Lind Global Asset Management IV, LLC   8-K   8/30/2021   10.10
10.16†   Share Purchase Agreement dated August 17. 2021 between the Company, Saguna Networks Ltd. and Shareholders’ Representative   8-K   8/20/2021   10.1
10.17†   Share Purchase Agreement dated December 22. 2022 between the Company, Sky Sovereign, Inc., Sky Sapience Ltd., and Titan Innovations Ltd.   8-K   12/22/2022   10.1
14   Code of Business Conduct and Ethics   --   *   --
21   List of Subsidiaries   --   *   --
23   Consent of Independent Registered Public Accounting Firm   --   *   --
31.1   Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   --   *   --
31.2   Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   --   *   --
32.1   Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   --   *   --
32.2   Certifications of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   --   *   --
101 INS   Inline XBRL Taxonomy Extension Schema Document.   –   *   –
101 SCH   Inline XBRL Taxonomy Extension Schema Document.   –   *   –
101 CAL   Inline XBRL Taxonomy Extension Calculation LinkbaseDocument.   –   *   –
101 DEF   Inline XBRL Taxonomy Extension Definition LinkbaseDocument.   –   *   –
101 LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.   –   *   –
101 PRE   Inline XBRL Taxonomy Extension Presentation LinkbaseDocument.   –   *   –
104   Cover Page Interactive Data File (formatted as InlineXBRL and contained in Exhibit 101).            

 

# Indicates management contract or compensatory plan or arrangement.

 

* Filed herewith.

 

† Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K. Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

 

ITEM 16. FORM 10-K SUMMARY

 

None.

59

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  COMSOVEREIGN HOLDING CORP.
     
  By: /s/ David A. Knight
    David A. Knight
    Chief Executive Officer
    Date: December 6, 2023
     
  By: /s/ David A. Knight
    David A. Knight
    Acting Chief Financial Officer
    (Acting Principal Financial and
Accounting Officer)
    Date: December 6, 2023

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in their capacities and on the dates indicated.

 

Name   Position   Date
         
/s/ David A. Knight   Chairman and Chief Executive Officer   December 6, 2023
David A. Knight   (Principal Executive Officer)    
         
/s/ David A. Knight   Chief Financial Officer   December 6, 2023
David A. Knight   (Acting Principal Financial and Accounting Officer)    
         
/s/ Richard J. Berman   Director   December 6, 2023
Richard J. Berman        
         
/s/ Kay Kapoor   Director   December 6, 2023
Kay Kapoor        
         
/s/ James A. Marks   Director   December 6, 2023
James A. Marks        
         
/s/ Bill J. White   Director   December 6, 2023
Bill J. White        

 

60

 

 

 

COMSOVEREIGN HOLDING CORP.

 

CONSOLIDATED FINANCIAL STATEMENTS 

 

Index to Consolidated Financial Statements

 

Report of Independent Registered Public Accounting Firms (PCAOB ID Number 688)   F-2
     
Consolidated Balance Sheets   F-4
     
Consolidated Statements of Operations   F-5
     
Consolidated Statements of Stockholders’ Equity   F-6
     
Consolidated Statements of Cash Flows   F-7 – F-8
     
Notes to the Consolidated Financial Statements   F-9 – F-41

 

F-1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of

COMSovereign Holding Corp.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of COMSovereign Holding Corp. (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Matter

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses, negative cash flows from operations and has limited resources that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Impairment of Intangible Assets with Definite-Lives

 

Description of the Matter

 

As disclosed in Notes 2 and 12 to the consolidated financial statements, long-lived assets including definite-lived intangibles are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company utilizes an income approach using an undiscounted cash flow model to assess the recoverability of the definite-lived intangibles, comparing its undiscounted cash flows to its carrying value. If the carrying value exceeds undiscounted cash flows, the Company will use a discounted cash flow model to determine the fair value, and an impairment loss is recognized if the carrying amount of the definite-lived intangible assets exceeds fair value. During 2022 an impairment charge was recorded in the amount of $12.1 million. As of December 31, 2022, the Company had definite-lived intangible assets with a net carrying value of approximately $1.4 million.

 

Auditing the Company’s impairment tests for intangible assets with definite lives was complex and highly judgmental due to the significant estimation in management’s assumptions to calculate the undiscounted cash flows and the fair value estimate. These assumptions can significantly affect the undiscounted cash flows and fair value of the intangible asset with definite lives.

 

F-2

 

 

How We Addressed the Matter in our Audit

 

To test the Company’s impairment assessment for intangible assets with definite lives, we performed audit procedures that included the following:

 

●We evaluated the Company’s projected revenues and cash flows by comparing the projections to historical results, marketing plans and other relevant economic factors.

 

●We evaluated the reasonableness of the valuation methodology, the discount rates and royalty rates, and tested the impairment calculations for the intangible assets by verifying and recreating the valuation calculations.

 

Impairment of Goodwill

 

Description of the Matter

 

As reflected in the Company’s consolidated financial statements at December 31, 2022, the Company’s goodwill was $7.3 million. As disclosed in Notes 2 and 12 to the consolidated financial statements, goodwill is tested for impairment at least annually or more frequently if indicators of impairment require the performance of an interim impairment assessment. As a result of these assessments, management concluded that there was an impairment to goodwill for the year ended December 31, 2022, in the amount of $29.3 million.

 

Auditing management’s impairment tests of goodwill is complex and highly judgmental due to the significant measurement uncertainty in determining the fair values of the reporting units. In particular, the fair value estimates of the reporting units were sensitive to changes in significant assumptions such as discount rates, revenue growth rates, operating margins, estimated spending on capital expenditures, terminal growth rates, and comparable company specific information. These assumptions are affected by current and expected future market or economic conditions.

 

How We Addressed the Matter in our Audit

 

Our audit procedures related to the selection of the discount rates and forecasts of future net sales, operating margins, operating expenses, and other market and economic data of the reporting units, included the following, among other:

  

●We obtained an understanding of the Company’s process and related controls to evaluate goodwill for impairment. We evaluated the reasonableness of management’s forecasts of future net sales, operating margins and operating expenses by comparing the forecasts to historical results, management’s marketing plans, other relevant economic factors, and comparable company and industry information. We tested the mathematical accuracy of the valuation models and performed sensitivity analyses.

 

●We involved our valuation specialist to evaluate the reasonableness of the valuation methodology and market multiples.

 

/s/ Marcum LLP

Marcum LLP

 

We have served as the Company’s auditor since 2021.

 

New York, NY

December 6, 2023

 

F-3

 

 

COMSOVEREIGN HOLDING CORP.

CONSOLIDATED BALANCE SHEETS

 

   December 31, 
(Amounts in thousands, except share and per share data)  2022   2021 
Assets        
Current assets:        
Cash  $1,868   $1,873 
Accounts receivable, net   1,126    1,376 
Inventory, net   3,966    10,249 
Prepaid expenses   3,571    6,936 
Note receivable – current   

650

    
-
 
Other current assets   150    342 
Assets held for sale – current   651    
-
 
Assets of discontinued operations – current   
-
    809 
Total current assets   11,982    21,585 
Property and equipment, net   377    8,752 
Operating lease right-of-use assets   97    3,000 
Intangible assets, net   1,428    15,460 
Goodwill   7,310    37,943 
Note receivable – long-term   1,350    
-
 
Other assets – long-term   
-
    215 
Assets held for sale – long-term   2,374    
-
 
Assets of discontinued operations – long-term   
-
    1,574 
Total assets  $24,918   $88,529 
           
Liabilities and Stockholders’ (Deficiency) Equity          
Current liabilities:          
Accounts payable  $3,656   $3,610 
Accrued interest   477    288 
Accrued liabilities   3,006    1,048 
Accrued liabilities – related party   
-
    206 
Accrued payroll   1,758    875 
Contract liabilities, current   3,232    3,341 
Accrued warranty liability – current   488    473 
Operating lease liabilities – current   1,321    908 
Note payable – related party   100    
-
 
Current portion of debt; net of unamortized discounts and debt issuance costs   11,536    13,566 
Liabilities held for sale – current   2,342    
-
 
Liabilities of discontinued operations – current   
-
    911 
Total current liabilities   27,916    25,226 
Debt – non-current   1,895    12,273 
Contract liabilities – long term   152    74 
Operating lease liabilities – long term   9,816    2,218 
Liabilities held for sale – long-term   140    
-
 
Liabilities of discontinued operations – long-term   
-
    587 
Total liabilities   39,919    40,378 
           
Commitments and contingencies (Note 18)   
 
    
 
 
Stockholders’ (Deficiency) Equity          
Preferred stock, $0.0001 par value, 100,000,000 shares authorized; Series A Cumulative Redeemable Perpetual Preferred Stock, 690,000 shares designated, 320,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively   
-
    
-
 
Common stock, $0.0001 par value, 300,000,000 shares authorized; 2,381,136 and 819,851 shares issued and 2,380,803 and 819,518 shares outstanding as of December 31, 2022 and 2021, respectively    
-
    
-
 
Preferred dividend   
-
    
-
 
Additional paid-in capital   282,582    266,021 
Treasury stock, at cost, 333 shares as of December 31, 2022 and 2021   (50)   (50)
Accumulated deficit   (297,556)   (217,843)
Accumulated other comprehensive income   23    23 
Total Stockholders’ (Deficiency) Equity   (15,001)   48,151 
Total Liabilities and Stockholders’ (Deficiency) Equity  $24,918   $88,529 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4

 

 

COMSOVEREIGN HOLDING CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   For the Years Ended 
   December 31, 
(Amounts in thousands, except share and per share data)  2022   2021 
Revenue  $9,878   $9,064 
Cost of goods sold   7,594    4,582 
Gross profit   2,284    4,482 
Operating expenses          
Research and development (1)   2,354    4,044 
Sales and marketing (1)   49    615 
General and administrative (1)   17,778    24,938 
Depreciation and amortization   2,008    14,078 
Impairment   41,439    106,055 
Loss on sales (ID, DWXC, RVI) (2)   2,713    
-
 
Loss on lease abandonment   13,560    
-
 
Gain on the sale of assets   (8,441)   (83)
Total operating expenses, net   71,460    149,647 
Loss from operations   (69,176)   (145,165)
Other expense          
Interest expense   (3,978)   (2,797)
Other expense   
-
    (116)
Loss on extinguishment of debt   (7,306)   (4,356)
Foreign currency transaction gain   
-
    48 
Total other expense   (11,284)   (7,221)
Loss from continuing operations   (80,460)   (152,386)
Income (loss) from discontinued operations, net of tax   747    (663)
Net loss   (79,713)   (153,049)
Dividend on preferred stock   (678)   (168)
Net loss attributable to common stockholders  $(80,391)  $(153,217)
Net loss per share          
- Basic and diluted from continuing operations
  $(72.70)  $(216.53)
- Basic and diluted from discontinued operations
  $0.67   $(0.94)
           
Weighted average number of common shares outstanding          
- Basic and diluted
   1,115,992    704,538 

 

(1)These are exclusive of depreciation and amortization

 

(2)Innovation Digital (“ID”), DragonWave-X Canada (“DWXC”), RVision (“RVI”)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

 

 

COMSOVEREIGN HOLDING CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

 

                       Accumulated               Total 
                   Additional   Other               Stockholders’ 
   Preferred Stock   Common Stock   Paid-In   Comprehensive   Treasury Stock   Accumulated   (Deficiency) 
(Amounts in thousands, except share data)  Shares   Amount   Shares   Amount   Capital   Income   Shares   Amount   Deficit   Equity 
Balance - January 1, 2021   
   -
   $
    -
    494,447   $
-
   $158,225   $
  -
    333   $(50)  $(64,626)  $93,549 
Common stock issued for exercise of options   -    
-
    633    
-
    17    
-
    -    
-
    
-
    17 
Common stock issued as vendor compensation   -    
-
    2,347    
-
    1,171    
-
    -    
-
    
-
    1,171 
Common stock and warrants issued for public offering (1)   
-
    
-
    106,794    
-
    39,656    
-
    
-
    
-
    
-
    39,656 
Share-based compensation   -    
-
    667    
-
    2,127    
-
    -    
-
    
-
    2,127 
Issuance of warrants for extinguishment of debt and interest   -    
-
    -    
-
    4,394    
-
    -    
-
    
-
    4,394 
Issuance of warrants for debt issuance costs   -    
-
    -    
-
    2,049    
-
    -    
-
    
-
    2,049 
Common stock issuance for extinguishment of debt and interest   -    
-
    63,609    
-
    17,236    
-
    -    
-
    
-
    17,236 
Common stock issuance for RF Engineering & Energy Resource, LLC acquisition   -    
-
    9,928    
-
    2,204    
-
    -    
-
    
-
    2,204 
Common stock issuance for Saguna Networks, LTD acquisition   -    
-
    64,221    
-
    9,826    
-
    -    
-
    
-
    9,826 
Common stock issuance for Innovation Digital, LLC acquisition   -    
-
    31,653    
-
    7,343    
-
    -    
-
    
-
    7,343 
Common stock issuance for RVision, Inc. acquisition   -    
-
    20,000    
-
    5,500    
-
    -    
-
    
-
    5,500 
Common stock issued for Sky Sapience Ltd. acquisition   -    
-
    25,552    
-
    9,071    
-
    -    
-
    
-
    9,071 
Issuance of preferred shares for public offering (2)   320,000    
-
    
-
    
-
    7,202    
-
    
-
    
-
    
-
    7,202 
Other comprehensive gain   -    
-
    -    
-
    
-
    23    -    
-
    
-
    23 
Preferred dividend   -    
-
    -    
-
    
-
    
-
    -    
-
    (168)   (168)
Net loss   -    
-
    -    
-
    
-
    
-
    -    
-
    (153,049)   (153,049)
Balance - December 31, 2021   320,000    
-
    819,851    
-
    266,021    23    333    (50)   (217,843)   48,151 
Issuance of common stock for conversion of debt   -    
-
    1,557,438    
-
    16,144    
-
    -    
-
    
-
    16,144 
Issuance of common stock for exercise of options   -    
-
    2,098    
-
    31    
-
    -    
-
    
-
    31 
Issuance of common stock for the debt placement agent   -    
-
    2,400    
-
    81    
-
    -    
-
    
-
    81 
True-up of common stock outstanding   -    
-
    16    
-
    
-
    
-
    -    
-
    
-
    
-
 
Forfeiture of restricted stock awards   -    
-
    (667)   
-
    
-
    
-
    -    
-
    
-
    
-
 
Preferred dividend   -    
-
    -    
-
    (678)   
-
    -    
-
    
-
    (678)
Share-based compensation   -    
-
    -    
-
    983    
-
    -    
-
    
-
    983 
Net loss   -    
-
    -    
-
    
-
    
-
    -    
-
    (79,713)   (79,713)
Balance - December 31, 2022   320,000   $
-
    2,381,136   $
-
   $282,582   $23    333   $(50)  $(297,556)  $(15,001)

 

(1)Represents net proceeds of $39.7 million comprised of gross proceeds of $45.0 million and offering costs of $5.3 million.

 

(2)Represents net proceeds of $7.2 million comprised of gross proceeds of $8.0 million and offering costs of $0.8 million.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6

 

 

COMSOVEREIGN HOLDING CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the Years Ended 
   December 31, 
(Amounts in thousands, except share data)  2022   2021 
Cash Flows From Operating Activities:        
Net loss  $(79,713)  $(153,049)
Adjustments to reconcile net loss to net cash used in operating activities: (Income) loss from discontinued operations, net of tax   (747)   663 
Depreciation   900    1,237 
Amortization   1,108    12,841 
Impairment expense   41,439    106,055 
Non-cash rent expense   736    713 
Inventory reserve   759    1,132 
Bad debt expense   307    207 
Loss on sales (ID, DWXC, RVI) (1)   2,713    
-
 
Loss on lease abandonment   13,560    
-
 
Gain on the sale of assets   (8,441)   (83)
Share-based compensation   983    2,127 
Amortization of debt discounts and debt issuance costs   2,482    
-
 
Default interest charge   376    
-
 
Share-based vendor payments   
-
    1,171 
Loss on extinguishment of debt   7,306    4,356 
Changes in operating assets and liabilities:          
Accounts receivable, net   28    109 
Inventory, net   5,160    (2,154)
Prepaid expenses   (844)   (5,916)
Other assets   2,213    (403)
Note receivable   (2,000)   
-
 
Accounts payable   76    (3,596)
Accrued interest   779    423 
Accrued liabilities   1,402    (945)
Contract liabilities   7    2,451 
Operating lease liabilities   (1,093)   (553)
Related party notes   (206)   (124)
Other current liabilities   1,181    (5,751)
Total Adjustments   70,184    113,960 
Net Cash Used In Operating Activities   (9,529)   (39,089)
Cash Flows From Investing Activities:          
Business acquisitions, net of cash received   
-
    (6,470)
Proceeds from building sale, net of transaction costs   15,102    
-
 
Purchases of property and equipment   (165)   (3,053)
Proceeds from disposal of property and equipment   
-
    83 
Net Cash Provided By (Used In) Investing Activities   14,937    (9,440)
Cash Flows From Financing Activities:          
Proceeds from issuance of related party note   100    
-
 
Proceeds from sale of common stock from offering   
-
    45,000 
Proceeds from issuance of debt   1,156    14,155 
Proceeds from exercise of options   31    17 
Proceeds from the sale of preferred stock   
-
    8,000 
Offering costs   
-
    (6,142)
Preferred stock dividend   (246)   (168)
Debt issuance costs   
-
    148 
Repayment of related party notes   
-
    (1,010)
Repayment of debt   (7,543)   (7,646)
Net Cash (Used In) Provided By Financing Activities   (6,502)   52,354 
Effect of Exchange Rates on Cash   
-
    23 
Net Cash Provided By (Used In) Discontinued Operations   1,632    (2,665)
Net Cash Used In Assets Held for Sale   (543)   
-
 
Net (Decrease) Increase In Cash   (5)   1,183 
Cash - Beginning of Period   1,873    690 
Cash - End of Period  $1,868   $1,873 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-7

 

 

COMSOVEREIGN HOLDING CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

 

   For the Years Ended 
   December 31, 
(Amounts in thousands, except share data)  2022   2021 
Supplemental Disclosures of Cash Flow Information:        
         
Cash paid during the period for:        
Interest  $107   $638 
Non-cash investing and financing activities:          
Issuance of common stock for debt placement agent  $81   $
-
 
Accrual of preferred dividends not paid yet  $432   $
-
 
Issuance of common stock for Sky Sapience Ltd. acquisition  $
-
   $9,071 
Issuance of common stock for Innovation Digital, LLC  $
-
   $7,343 
Debt incurred to sellers for Innovation Digital, LLC  $
-
   $600 
Issuance of common stock for RVision, Inc.  $
-
   $5,500 
Issuance of common stock for RF Engineering & Energy Resource, LLC  $
-
   $2,204 
Issuance on common stock for SAGUNA Networks Ltd. acquisition  $
-
   $9,826 
Issuance of common stock for extinguishment of debt and interest  $
-
   $15,634 
Issuance of warrants for extinguishment of debt and interest  $
-
   $4,394 
Issuance of common stock for conversion of debt and interest  $16,144   $1,602 
Issuance of warrants as debt issuance costs  $
-
   $2,049 
Recognition of operating lease right-of-use asset and liability  $10,052   $1,217 
Acquisition of building with secured note payable  $
-
   $4,480 
Prepaid deposits transferred to inventory  $3,823   $862 
Lease deposits recognized from Sky Sapience Ltd. acquisition  $
-
   $11 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-8

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

NOTE 1 DESCRIPTION OF BUSINESS

 

COMSovereign Holding Corp. (“COMSovereign”) and subsidiaries (collectively the “Company”) a provider of solutions to network operators, mobile device carriers, governmental units and other enterprises worldwide. We have assembled a portfolio of communications and portable infrastructure technologies, capabilities and products that enable the upgrading of latent 3G networks to 4G and 4G-LTE networks and will facilitate the rapid roll out of the 5G and 6G networks of the future. We focus on novel capabilities, including signal modulations, antennae, software, hardware and firmware technologies that enable increasingly efficient data transmission across the electromagnetic spectrum. Our product solutions are complemented by a broad array of services, including technical support, systems design and integration, and sophisticated research and development programs. While we compete globally on the basis of our innovative technology, the breadth of our product offerings, our high-quality cost-effective customer solutions, and the scale of our global customer base and distribution, our primary focus is on the North American telecom infrastructure and service market.

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

 

Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. 

 

Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. 

 

Reclassifications

 

Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported results of operations or loss per share.

 

Principle of Consolidation

 

The consolidated financial statements as of December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021, include the accounts of the Company and its subsidiaries listed below. All intercompany transactions and accounts have been eliminated.

 

●AZCOMS, LLC, an Arizona limited liability company.
   
●COMS Global Telecommunications, LLC, a Texas limited liability company.

 

●COMS Government Systems, LLC, a Texas limited liability company.
   
●COMS Science and Technology, LLC, a Texas limited liability company.
   
●COMS Site Solutions, LLC, a Texas limited liability company.
   
●Dragonwave Corp., a Delaware corporation.
   
●Dragonwave-X, LLC, an Arizona limited liability company.
   
●InduraPower, Inc., a Delaware corporation. (Idled on or about May 2022).
   
●Innovation Digital, LLC, a California limited liability company.
   
●Lextrum, Inc., a California corporation.
   
●Lighter Than Air Systems Corp., (d/b/a Drone Aviation Corp) a Florida corporation.
   
●RF Engineering & Energy Resource, LLC, a Michigan limited liability company. (Idled on or about January 2023).
   
●RVision, Inc., a Nevada corporation. (Sold on December 29, 2022).
   
●SAGUNA Networks Ltd., an Israeli company. (Idled on or about June 2022).
   
●Silver Bullet Technology, Inc., a Delaware corporation.
   
●Sky Sapience Ltd., an Israeli company. (Sold on March 20, 2023).
   
●Sky Sovereign, Inc., a Nevada.
   
●Skyline Partners Technology, LLC, (d/b/a Fastback) a Colorado limited liability company.
   
●VEO Photonics, Inc., a California corporation. (Idled on or about June 2022).
   
●Virtual NetCom, LLC, a Virginia limited liability company.

 

F-9

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates consist of the valuation of stock-based compensation; the valuation of the assets and liabilities acquired; the valuation of the Company’s equity securities issued in transactions; the valuation of inventory; the allowance for credit losses; the valuation of equity securities; the valuation allowance for deferred tax assets; and impairment of long-lived assets and goodwill.

 

Acquisitions

 

The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed were determined with the assistance of a third-party valuation firm and involves management making significant estimates and assumptions.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are represented by operating accounts or money market accounts maintained with insured financial institutions, including all short-term, highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.

 

Accounts Receivable and Credit Policies

 

Trade accounts receivable consist of amounts due from the sale of the Company’s products and services. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. As of December 31, 2022 and 2021, the Company recorded a reserve in the amount of $1.2 million and $1.0 million, respectively, for estimated uncollectible accounts.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limit of $250,000 per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to net trade receivables, management routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.

 

Related Parties

 

The Company accounts for and discloses related party transactions in accordance with FASB ASC 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries’ controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

 

Inventory

 

Inventory is valued at the lower of cost or net realizable value (“NRV”). The cost of inventory is calculated on a standard cost basis, which approximates weighted average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials and finished goods market value less cost to complete for work in progress inventory. The Company regularly reviews inventory quantities on hand and records an impairment for excess and obsolete inventory, when necessary, based on factors including its estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question. Indirect manufacturing costs and direct labor expenses are allocated systematically to the total production inventory.

 

Property and Equipment, Net

 

Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:

 

Asset Type   Useful Life
Shop machinery and equipment   3–5 years
Computers and electronics   2 years
Office furniture and fixtures   3–5 years
Leasehold improvements   Shorter of remaining
lease term or 5 years

 

F-10

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or loss is included in the results of operations for the respective period.

 

Long-Lived Assets and Goodwill

 

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the year ended December 31, 2022, the Company determined that it was more likely than not that certain reporting unit’s fair value was below their reporting unit’s carrying amount due to a decline in the Company’s market capitalization and lack of performance of the business units. Accordingly, it was necessary to perform impairment testing. See Note 12 – Goodwill and Other Intangible Assets for further discussion related to triggering events.

 

In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations.

 

The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches and compares it to the carrying values. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. See Note 12 – Goodwill and Other Intangible Assets for further discussion related to impairment.

 

Beneficial Conversion Features and Warrants

 

During the year ended December 31, 2021, the Company evaluated the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company recorded a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that had conversion features at fixed or adjustable rates that are in-the-money when issued and recorded the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments was recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which were credited to additional paid-in capital. The Company calculated the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation model. The Black-Scholes option-pricing model involves the use of significant estimates, including the risk-free interest rate, expected stock price volatility, expected dividend yield, and contractual life of the award.

 

Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. During the year ended December 31, 2021, there was no material impact resulting from conversion features.

 

Beginning on January 1, 2022, with the adoption of ASU 2020-06, it was no longer necessary to evaluate whether a conversion feature was beneficial.

 

F-11

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

Discontinued Operations

 

On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. The assets and liabilities of Sovereign Plastics are reflected in the accompanying Consolidated Balance Sheets as “Assets of discontinued operations” and “Liabilities of discontinued operations”, respectively. The results of operations of Sovereign Plastics are included in “Income (loss) from discontinued operations, net of tax” in the accompanying consolidated statements of operations and comprehensive loss. For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale for additional information). 

 

Assets and Liabilities Held for Sale

 

On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Assets and liabilities of Sky Sapience are reflected in the accompanying Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale and Note 22 – Subsequent Events – Business Developments for additional information).

 

Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:

 

Level 1 – Observable inputs that reflect quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.

 

Level 3 – Unobservable inputs for which there is little, if any, market activity for the asset or liability being measured. These inputs may be used with standard pricing models or other valuation or internally-developed methodologies that result in management’s best estimate of fair value.

 

The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable U.S. GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized.

 

As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2022 and December 31, 2021 approximated their fair value due to their short-term nature. 

 

Debt Discounts

 

The Company records debt discounts as a deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet with the respective debt discount amortized in interest expense on its Consolidated Statement of Operations. In connection with the issuance of certain notes payable and senior convertible debentures, the Company, or its subsidiaries, issued warrants to purchase shares of its common stock and had BCFs prior to the adoption of ASU 2020-06, which was adopted on January 1, 2022. See Note 14 – Debt. The warrants are exercisable at various exercise prices per share. The Company evaluated the terms of these warrants at issuance and concluded that they should be treated as equity. The fair value of the warrants was determined by using the Black-Scholes model and was recorded as a debt discount offsetting the carrying value of the debt obligation in the Consolidated Balance Sheet.

  

Debt Issuance Costs

 

The Company presents debt issuance costs as a direct deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet and amortizes these costs over the term of the related debt liability using the straight-line method, which approximates the effective interest method. Amortization is recorded in interest expense on the Consolidated Statement of Operations.

 

Foreign Currency Translation

 

The Company’s operations and balances denominated in foreign currencies, including those of its foreign Canadian subsidiary, DragonWave, and its Israeli subsidiaries, SKS and SAGUNA, that are primarily a direct and integral component or extension of the Company’s operations, are translated into U.S. dollars (“USD”) using the following: monetary assets and liabilities are translated at the period end exchange rate; non-monetary assets are translated at the historical exchange rate; and revenue and expense items are translated at the average exchange rate and records the translation adjustments in accumulated other comprehensive income (loss) on the Consolidated Balance Sheet. Foreign currency transaction gains are included in foreign currency transaction gain in the Consolidated Statement of Operations.

 

F-12

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

Revenue Recognition

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”) and has since issued various amendments which provide additional clarification and implementation guidance on Topic 606. This guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company accounts for revenue from contracts with customers in accordance with Topic 606. This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

 

At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.

 

Management has determined that it has performance obligations related to its products and services: telecom hardware, repairs, support and maintenance, drones, consulting, warranties and other. Revenue from telecom hardware, repairs, support and maintenance, drones, and other are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Revenue from warranties is recognized over time using an input method that results in a straight-line basis recognition over the warranty period, as the contract usually provides the customer equal benefit throughout the warranty period. Revenue from consulting services is recognized over time using an input method of labor hours expensed, as it directly measures the efforts toward satisfying the performance obligation.

  

For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers several factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered.

 

Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the “expected value” method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized.

 

The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. As a result, the Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statement of Operations.

 

The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. The Company records contract liabilities when cash payments are received (or unconditional rights to receive cash) in advance of fulfilling its performance obligations. When the services have been performed or the goods delivered, revenue will be recognized, and contract liabilities will be reduced.

 

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The majority of the Company’s performance obligations in its contracts with customers relate to contracts with durations of less than one year. The transaction price allocated to unsatisfied performance obligations included in contracts with durations of more than 12 months is reflected in contract liabilities on the Consolidated Balance Sheet.

 

As of December 31, 2022 and 2021, the Company had $3.4 million and $3.4 million of deferred revenue, respectively, from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract.

 

Applying a practical expedient, the Company recognizes the incremental costs of obtaining contracts, which primarily consist of sales commissions, as expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less. If the service period, inclusive of any anticipated renewal, is longer than a year, the incremental direct costs are capitalized and amortized over the period of benefit. As of December 31, 2022 and 2021, there were no such capitalized costs.

 

The Company also applies the practical expedient not to adjust the promised amount of consideration for the effects of a financing component if the Company expects, at contract inception, that the period between when the Company transfers a good or service to the customer and when the customer pays for the good or service will be one year or less. During fiscal 2022 and 2021, there were no such financing components.

  

F-13

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

Research and Development

 

Research costs are expensed as incurred. Development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to the establishment of technological feasibility do not meet these criteria and are expensed as incurred.

 

Share-Based Compensation

 

The Company accounts for share-based compensation costs in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires companies to measure the cost of awards of equity instruments, including stock options and restricted stock awards, based on the grant-date fair value of the award and to recognize it as compensation expense over the employee’s requisite service period or the non-employee’s vesting period. An employee’s requisite service period is the period of time over which an employee must provide service in exchange for an award under a share-based payment arrangement and generally is presumed to be the vesting period.

 

Beginning in 2020, for employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by U.S. Securities Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances.

  

Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity.

 

Leases  

 

The Company adopted ASU No. 2016-02, Leases and a series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”). Topic 842 requires organizations to recognize right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. Operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The FASB retained the distinction between finance leases and operating leases, leaving the effect of leases in the statement of comprehensive income and the statement of cash flows largely unchanged from previous U.S. GAAP. The Company utilized the transition method allowed under ASU 2018-11 in which an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption, if any.

 

The Company determines, at contract inception, whether or not an arrangement contains a lease and evaluates the contract for classification as an operating or finance lease. For all leases, ROU assets and lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental, secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. Any renewal periods are considered in the analysis of each lease to the extent that the Company considers them to be reasonably certain of being exercised.

 

Costs associated with operating leases are recorded as a single lease cost on a straight-line basis over the life of the lease. The single lease cost includes the cost of amortizing the operating lease ROU asset and accretion expense related to the operating lease liability and is included in general and administrative expenses on the Consolidated Statement of Operations. Costs associated with finance leases are recorded by amortizing the finance lease ROU asset, which is recorded as amortization on the Consolidated Statement of Operations, and the accretion of the finance lease liability, recognized as interest expense on the Consolidated Statement of Operations.

 

Loss on Extinguishment of Debt

 

The Company recorded loss on extinguishment of debt for the years ended December 31, 2022 and 2021 of $7.3 million and $4.4 million, respectively. Gain or loss on extinguishment of debt consists of the difference between the fair value of the reacquisition consideration and the carrying amount of debt on the date it was paid off.

 

Income Taxes

 

The Company accounts for income taxes utilizing ASC 740, Income Taxes. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. At December 31, 2022 and 2021, the Company has recorded a 100% valuation allowance against net deferred tax assets due to the uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The Company also follows the guidance for accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2022 and 2021. If the Company has to recognize any interest or penalties associated with its tax positions or returns, any interest or penalties will be recorded as income tax expense in the Consolidated Statement of Operations.

 

F-14

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

The Company has adopted ASU 2019-12, Income Taxes (Topic 740). This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 was effective for the Company in the fiscal years beginning after December 15, 2020 and for interim periods within fiscal years beginning after December 15, 2021.

 

Reportable Segments and Reporting Units

 

The Company currently operates as one Segment. A reporting unit (“RU”) is a component of an operating segment that is a business activity for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company’s legal operating subsidiaries are not organized to qualify as a segment, however, through December 31, 2022, each operating entity has separate financial information and an operating manager, who oversees the business and financial activities, reporting to the Chief Operating Decision Maker. (“CODM”). Therefore, each legal entity is deemed to be a separate reporting unit.

 

Recently Issued Accounting Standards

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the current expected credit losses (“CECL”) standards. The ASU is now effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.

 

Recently Adopted Accounting Standards

 

In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for smaller reporting companies during annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 effective January 1, 2022 which eliminates the need on a go forward basis to assess whether a beneficial conversion feature needs to be recognized upon either (a) the issuance of new convertible securities; or (b) the resolution of any prior period contingent beneficial conversion features. The early adoption did not have an immediate material impact on the Company’s consolidated financial statements.

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Companies should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. This standard was adopted on January 1, 2022 and

 

NOTE 3 DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE

 

Sovereign Plastics LLC

 

Sovereign Plastics is a manufacturer of plastic and metal components to third-party manufacturers based out of Colorado Springs, Colorado. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sovereign Plastics in the future as compared to the opportunities available to Sovereign Plastics in the future, and the availability of strategic alternatives. On June 13, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sovereign Plastics.

 

On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. As a result of the sale, the Company recognized a $1.1 million gain on the sale of Sovereign Plastics included in the income (loss) from discontinued operations, net of tax on the consolidated statements of operations.

 

F-15

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

Results of Discontinued Operations

 

The results and net income (loss) of Sovereign Plastics’ discontinued operations were as follows:

 

   For the Years Ended 
   December 31, 
(Amounts in thousands, except share and per share data)  2022   2021 
Revenue  $1,718   $3,576 
Cost of goods sold   1,065    1,915 
Gross profit   653    1,661 
Operating expenses          
General and administrative   691    1,394 
Depreciation and amortization   283    633 
Gain on sale of Sovereign Plastics   (1,074)   
-
 
Total operating income (expenses), net   (100)   2,027 
Income (loss) from operations   753    (366)
Other expense          
Interest expense   (6)   (51)
Loss on extinguishment of debt   
-
    (246)
Total other expense   (6)   (297)
Income (loss) from discontinued operations, net of tax   $747   $(663)

 

Assets and liabilities of discontinued operations as of December 31, 2021 were classified as current and non-current because the sale transaction did not qualify as discontinued operations as of December 31, 2021, and because the consideration of $2.0 million for the sale is due on May 31, 2023 and is recorded as a note receivable on the Consolidated Balance Sheet. The details are as follows:

 

   Sovereign
Plastics		 
   December 31, 
(Amounts in thousands, except share and per share data)  2021 
Assets    
Cash  $26 
Accounts receivable, net   222 
Inventory, net   295 
Prepaid and deferred expenses   266 
Assets of discontinued operations – current   809 
Property and equipment, net   736 
Operating lease right-of-use assets   717 
Goodwill   48 
Other assets – long term   73 
Assets of discontinued operations – long-term   1,574 
Total assets of discontinued operations  $2,383 
      
Liabilities     
Accounts payable  $129 
Accrued liabilities   50 
Accrued payroll   52 
Contract liabilities, current   475 
Operating lease liabilities, current   194 
Current portion of long-term debt, net of unamortized discounts and debt issuance costs   11 
Liabilities of discontinued operations - current   911 
Contract liabilities – long term   34 
Operating lease liabilities – long term   553 
Liabilities of discontinued operations – long-term   587 
Total liabilities of discontinued operations  $1,498 

 

F-16

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

Sky Sapience Ltd.

 

Sky Sapience was acquired on February 25, 2021 (see Note 20 – Business Acquisitions – Sky Sapience Ltd.) and is a manufacturer of drones with a patented tethered hovering technology that provides long-duration, mobile and all-weather Intelligence, Surveillance and Reconnaissance (ISR) capabilities to customers worldwide for both land and marine-based applications based out of Israel. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sky Sapience in the future as compared to the opportunities available to Sky Sapience in the future, and the availability of strategic alternatives. On December 21, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sky Sapience. On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million (see Note 22 – Subsequent Events – Business Developments for additional information). The sale of Sky Sapience didn’t qualify for discontinued operations presentation because the sale didn’t represent a strategic shift that will have a major effect on the Company’s operations (the Company will continue to be in the drone business). Sky Sapience’s assets and liabilities met the criteria to be classified as held for sale as of December 31, 2022 as follows:

 

   Sky Sapience 
   December 31, 
(Amounts in thousands, except share and per share data)  2022 
Assets    
Cash  $35 
Inventory, net   535 
Prepaid and deferred expenses   56 
Other current assets   25 
Assets held for sale - current   651 
Property and equipment, net   640 
Operating lease right-of-use assets   269 
Intangible assets, net   246 
Goodwill   1,219 
Assets held for sale - long-term   2,374 
Total assets held for sale  $3,025 
      
Liabilities     
Accounts payable  $233 
Accrued liabilities   321 
Accrued payroll   321 
Contract liabilities, current   1,347 
Operating lease liabilities, current   120 
Liabilities of assets held for sale - current   2,342 
Operating lease liabilities - long term   140 
Liabilities held for sale - long-term   140 
Total liabilities held for sale  $2,482 

 

NOTE 4 GOING CONCERN AND LIQUIDITY

 

U.S. GAAP requires management to assess a company’s ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances.

 

The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the year ended December 31, 2022, the Company generated negative cash flows from operations of $9.5 million and had an accumulated deficit of $297.6 million and working capital deficit of $15.9 million. These factors raise substantial doubt about our ability to continue as a going concern.

  

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund growth initiatives. Based on current cash on hand and subsequent activity as described herein (see Note 22 – Subsequent Events – Business Developments and Debt and Equity Developments), the Company presently only has enough cash on hand to operate on a month-to-month basis, without raising additional capital or selling assets. Because of the Company’s limited cash availability, its operations have been scaled back to the extent possible (see Note 21 – Other Business Developments – Business Developments and Note 22 – Subsequent Events – Business Developments). Management continues to explore opportunities with third parties and related parties; however, it has not entered into any agreement to provide the necessary additional capital, except as disclosed herein.

 

F-17

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

The Company will continue to pursue the actions outlined above, as well as work towards increasing revenue and operating cash flows to meet its future liquidity requirements. However, there can be no assurance that the Company will be successful in any capital-raising or profit-enhancing efforts that it may undertake, and these planned actions do not alleviate the substantial doubt. If the Company is not able to obtain additional financing on a timely basis, it may have to further delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on its business, financial condition and results of operations, and ultimately, it could be forced to discontinue operations, liquidate assets and/or seek reorganization under the U.S. bankruptcy code.

 

NOTE 5 REVENUE

 

Revenue by type consisted of the following for the year ended December 31, 2022 and 2021:

 

   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Telecom hardware  $4,234   $5,871 
Repairs   
-
    189 
Support & maintenance   157    634 
Drones   4,828    997 
Consulting   218    406 
Warranty   
-
    213 
Other   441    754 
Total revenue  $9,878   $9,064 

 

The following table is a summary of the Company’s timing of revenue recognition for the years ended December 31, 2022 and 2021:

 

   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Timing of revenue recognition:        
Services and products transferred at a point in time  $9,624   $8,657 
Services and products transferred over time   254    407 
Total revenue  $9,878   $9,064 

 

The Company disaggregates revenue by source and geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

 

Revenue by source consisted of the following for the years ended December 31, 2022 and 2021:

 

   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Revenue by products and services:        
Products  $9,624   $7,760 
Services   254    1,304 
Total revenue  $9,878   $9,064 

 

Revenue by geographic destination consisted of the following for the years ended December 31, 2022 and 2021:

 

   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Revenue by geography:        
North America  $9,165   $7,991 
International   713    1,073 
Total revenue  $9,878   $9,064 

 

F-18

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

Contract Balances

 

The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. Contract liabilities consist of cash payments received (or unconditional rights to receive cash) in advance of fulfilling performance obligations. As of December 31, 2022 and 2021, respectively, the Company did not have a material contract assets balance.

 

The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers.

 

(Amounts in thousands)  Total 
Balance at December 31, 2021  $3,415 
New invoices not yet earned   4,704 
Old invoices earned   (3,338)
Reclassified to held for sale   (1,347)
Balance at December 31, 2022  $3,384 

 

In 2022, $3.3 million of deferred revenue from December 31, 2021 was recognized and recorded as revenue in the current year and $2.0 million and $1.4 million of the balance of deferred revenue as of December 31, 2022 is expected to be recognized and recorded as revenue during 2023 and 2024, respectively.

 

NOTE 6 EARNINGS (LOSS) PER SHARE

 

Earnings or Loss per Share

 

The Company accounts for earnings or loss per share pursuant to ASC 260, Earnings Per Share, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options, restricted stock units and warrants for each period.

 

Potential common shares issuable to employees, non-employees and directors upon exercise or conversion of shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss attributable to common shareholders. Stock options and warrants are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company’s common stock for the period (out-of-the-money), regardless of whether the Company is in a period of net loss attributable to common shareholders.

 

The following weighted-average potential common shares were excluded from the diluted loss per common share as their effect was anti-dilutive as of December 31, 2022 and 2021:

 

   December 31, 
   2022   2021 
Options   26,554    70,405 
Warrants   115,899    128,771 
Convertible notes   21,728    58,860 
    164,181    258,036 

 

NOTE 7 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

 

Cash, cash equivalents and restricted cash consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Cash and cash equivalents  $1,868   $1,596 
Restricted cash   
-
    277 
Total  $1,868   $1,873 

 

Cash, cash equivalents, and restricted cash are represented by operating accounts or money market accounts maintained with insured financial institutions, including cash equivalents, defined as all short-term, highly-liquid investments with maturities of three months or less when purchased. The Company had no cash equivalents as of December 31, 2022 and December 31, 2021, respectively. During the year ended December 31, 2022, $195,000 of restricted cash was released upon the sale of a building (see Note 11 – Property and Equipment, Net for additional information related to the sale of the building). The remaining $47,000 was released upon the abandonment of overseas equipment leases and $35,000 was reclassified to assets held for sale (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale – Sky Sapience Ltd. for information on the sale of Sky Sapience).

 

F-19

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

 

NOTE 8 ACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Accounts receivable  $2,372   $2,391 
Less: allowance for doubtful accounts   (1,246)   (1,015)
   Total accounts receivable, net  $1,126   $1,376 

 

Bad debt expense totaled $0.3 million for the year ended December 31, 2022, compared to $0.2 million for the year ended December 31, 2021.

 

NOTE 9 INVENTORY

 

Inventory consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Raw materials  $3,685   $6,587 
Work in progress   560    1,202 
Finished goods   480    3,592 
Total inventory   4,725    11,381 
Reserve   (759)   (1,132)
Total inventory, net  $3,966   $10,249 

 

NOTE 10 PREPAID EXPENSES

 

Prepaid expenses consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Prepaid products and services  $3,557   $6,840 
Prepaid rent and security deposit   14    96 
Total prepaid expenses  $3,571   $6,936 

 

Prepaids and deferred expenses include cash paid in advance for rent and security deposits, inventory and other. As of December 31, 2022 and 2021, prepaid products and services were mostly comprised of deposits for radio inventory of $2.9 million and $5.4 million, respectively.

 

F-20

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

NOTE 11 PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Shop machinery and equipment  $672   $10,103 
Computers and electronics   766    1,436 
Office furniture and fixtures   68    744 
Leasehold improvements   41    543 
Building   
-
    4,801 
Land   
-
    1,330 
Building improvements   
-
    755 
Total property and equipment   1,547    19,712 
Less: accumulated depreciation   (1,170)   (10,960)
Total property and equipment, net  $377   $8,752 

 

For the years ended December 31, 2022 and 2021, the Company invested $0.2 million and $3.1 million, respectively, in capital expenditures.

 

On January 31, 2022, the Company sold its Tucson, Arizona office building (the “Tucson Building”) for $15.8 million in cash. The Tucson Building had a carrying value of $6.7 million, including the $4.8 million cost basis of the building, the $1.3 million cost basis of the land, and the $0.8 million related to building improvements, partially offset by $0.2 million of accumulated depreciation. The Company recognized an $8.4 million gain on sale of assets, which is net of $0.7 million of related transaction costs. See Note 13 – Leases for additional information about the subsequent leaseback of the office building.

 

During the year ended December 31, 2022, the Company derecognized the property and equipment associated with the following transactions (see Note 13 – Leases and Note 21 – Other Business Developments for additional information):

 

a)Abandonment of Tucson Building lease – gross assets of $0.6 million with a net book value of $0.1 million on February 1, 2022;

 

b)Sale of DragonWave-X Canada, Inc. assets – gross assets of $8.5 million with a net book value of $0.0 million on May 23, 2022; and

 

c)Transfer of Innovation Digital, LLC assets – gross assets of $0.1 million with a net book value of $0.1 million on June 23, 2022.

 

The Company recognized $0.9 million and $1.2 million of depreciation expense for the years ended December 31, 2022 and 2021, respectively.

 

NOTE 12 GOODWILL AND OTHER INTANGIBLE ASSETS

 

Goodwill

 

The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021:

 

(Amounts in thousands)  Total 
Balance at December 31, 2020  $64,850 
Recognition   35,478 
Impairments   (62,385)
Balance at December 31, 2021   37,943 
Derecognition   (74)
Impairments   (29,340)
Reclassified to held for sale   (1,219)
Balance at December 31, 2022  $7,310 

 

During the year ended December 31, 2022, the Company, with the assistance of a 3rd party appraiser, determined that it was more likely than not that certain reporting unit’s fair value were below their reporting unit’s carrying amounts due to declines in the Company’s market. As a result, the Company determined it was a triggering event. Accordingly, it was necessary to perform impairment testing. The appraiser used a methodology that incorporated both market metrics and cash flows to arrive at the fair values. During the year ended December 31, 2022, the Company, utilizing a 3-6.3% revenue growth rate and a weighted-average cost of capital range of 14%, recorded impairment charges for goodwill in the aggregate amount of $29.3 million (see Note 2 – Summary of Significant Accounting Policies – Long-Lived Assets and Goodwill). During the year ended December 31, 2021, the Company recorded an impairment charge for goodwill in the amount of $62.4 million.

 

F-21

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

Intangible Assets

 

The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of December 31, 2022 and 2021:

 

(Amounts in thousands)  Trade
Names		   Licenses   Technology   Customer
Relationships		   Intellectual
Property		   Software   Total 
Net balance at December 31, 2020  $4,623   $316   $29,476   $15,716   $3,057   $
-
   $53,188 
Additions   292    
-
    8,477    9,273    
-
    741    18,783 
Impairments   (4,915)   (281)   (16,769)   (21,705)   
-
    
-
    (43,670)
Amortization   
-
    (35)   (6,988)   (3,284)   (2,466)   (68)   (12,841)
Net balance at December 31, 2021   
-
    
-
    14,196    
-
    591    673    15,460 
Reclassified to held for sale   
-
    
-
    (246)   
-
    
-
    
-
    (246)
Derecognition   
-
    
-
    (580)   
-
    
-
    
-
    (580)
Impairments   
-
    
-
    (11,611)   
-
    
-
    (487)   (12,098)
Amortization   
-
    
-
    (980)   
-
    (60)   (68)   (1,108)
Net balance at December 31, 2022  $
-
   $
-
   $779   $
-
   $531   $118   $1,428 

 

On June 23, 2022, the Company executed an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital, LLC (“Innovation Digital”) which resulted in the derecognition of goodwill and intangible assets shown in the tables above.

 

During the year ended December 31, 2022, the Company recorded impairment charges for other definite-lived intangible assets in the aggregate amount of $12.1 million. During the year ended December 31, 2021, the Company recorded an impairment charge for other definite-lived intangible assets in the amount of $43.7 million.

 

During the years ended December 31, 2022 and 2021, the Company recorded amortization expense of intangible assets of $1.1 million and $12.8 million, respectively. The Company’s amortization is based on no residual value using the straight-line amortization method as it best represents the benefit of the intangible assets.

 

The following table sets forth the weighted-average amortization period, in total and by major intangible asset class.

 

Asset Class  Weighted-
Average
Amortization
Period		 
Technology   9.48 years 
Intellectual property   9.50 years 
Software   9.50 years 
All intangible assets   9.49 years 

 

As of December 31, 2022, the expected amortization expense for the existing unamortized acquired intangible assets for the next five years and thereafter was as follows:

 

(Amounts in thousands)  Amount 
2023  $151 
2024   151 
2025   151 
2026   151 
2027   151 
Thereafter   673 
All intangible assets  $1,428 

 

As part of the Company’s restructuring, commencing January 1, 2023, the Company has integrated its previously separate reporting units, including employing a single integrated sales function, and the Chief Executive Officer intends to manage the Company and make decisions based on the Company’s consolidated operating results. Accordingly, beginning on January 1, 2023, management has determined that the Company represents a single reporting unit.

 

F-22

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

NOTE 13 LEASES

 

Operating Leases

 

The Company has operating leases for office, manufacturing and warehouse space, along with office equipment. Balances as of December 31, 2022 and 2021 for operating leases were as follows:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Operating lease ROU assets  $97   $3,000 
Operating lease liability  $11,137   $3,126 

 

As part of the SKS business acquisition on February 25, 2021, the Company assumed a lease used for office space with a remaining term of approximately 16 months that expires on July 1, 2023. Monthly payments are approximately $16,000 during the remaining life of the lease. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms.

 

As part of the RVision business acquisition on April 1, 2021, the Company assumed a lease of office space with a remaining term of approximately 33 months that will expire on March 31, 2024. Monthly payments are $7,000 during the remaining life of the lease. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms.

 

On February 1, 2022, the Company entered into a lease agreement with the new owners of the Tucson Building (see Note 11 – Property and Equipment, Net), for a term of 10 years with no option to renew. Monthly rent increases annually from $98,300 per month in year one to $128,200 a month in the final year of the lease. The Company posted a $1.0 million security deposit in connection with the commencement of the lease, which was initially classified in other assets – long term and subsequently reclassified against lease liabilities on the Consolidated Balance Sheet. The Company determined that the transactions represented a sale and leaseback and, accordingly, established a new operating lease ROU asset and operating lease liability of $10.1 million. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms. In May 2022, the Company abandoned its lease of the Tucson Building after previously defaulting on the lease.

 

In June 2022, ComSovereign Corp. abandoned its Dallas, TX office lease and VEO Photonics, Inc. abandoned its San Diego, CA office lease. In July 2022, the Company abandoned its Chantilly, VA office lease. In connection with the lease abandonments for the year ended December 31, 2022, the Company recognized $13.6 million in losses due to the write-offs of the ROU-assets and other abandoned assets and applied its security deposit assets against its operating lease liabilities (including $10.1 million related to the Tucson Building). As a result of the abandonment of leases, the Company has maintained its liabilities in connection with the leases until a release is negotiated with the lessors or the amount of mitigation is evident. 

 

Other information related to the Company’s operating leases are as follows:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Operating lease cost  $1,341   $1,253 
Short-term lease cost  $41   $89 
           
Right-of-use assets obtained in exchange for lease obligations          
Operating leases  $10,052   $1,217 
           
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flows from operating leases  $740   $975 

 

The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company’s operating leases as of December 31, 2022 and 2021:

 

   December 31,
(Amounts in thousands)  2022  2021
Weighted average remaining lease term  7.9 years  5.4 years
Weighted average discount rate  5.52%  5.97%

 

F-23

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2022:

 

   Operating 
(Amounts in thousands)  Leases 
2023  $1,815 
2024   1,720 
2025   1,625 
2026   1,386 
2027   1,424 
Thereafter   6,862 
Total minimum lease payments   14,832 
Less: effect of discounting   (3,695)
Present value of future minimum lease payments   11,137 
Less: current obligations under leases   (1,321)
Long-term lease obligations  $9,816 

 

NOTE 14 DEBT

 

Debt consisted of the following as of December 31, 2022 and 2021:

 

         December 31,
         2022   2021
(Amounts in thousands)  Note
Reference		  Maturity
Date		  Amount
Outstanding		   Interest
Rate		   Amount
Outstanding		   Interest
Rate
Secured Notes Payable                     
Secured senior convertible note payable  A  5/27/23  $51   6.0%   $6,417   6.0%
Secured senior convertible note payable  B  8/25/23   59   6.0%    4,833   6.0%
Secured note payable  C  10/17/23   368   6.0%    
-
  
-
Secured note payable  D  11/8/23   263   6.0%    
-
  
-
Secured note payable  E  11/26/21   775   15.0%    1,000   9.0%
Secured note payable  F  7/29/24   550   8.0%    
-
  
-
Secured note payable  G  1/29/22   
-
  
-
    5,205   >8% or Libor +6.75%
Secured note payable  H  6/30/23   50  
-
    
-
  
-
SBA loan  I  5/15/50   150   3.8%    150   3.8%
Total secured notes payable         2,266        17,605    
                        
Unsecured Notes Payable                       
Note payable - related party  J  3/31/23   100   3.0%    
-
  
-
Note payable  K  7/29/23   26   15.0%    
-
  
-
PPP loans  L  5/5/22   
-
   1.0%    2   1.0%
Total notes payable         126        2    
                        
Unsecured Convertible Notes Payable                       
Convertible note payable  M  6/3/22   
-
   5.0%    600   5.0%
Convertible note payable  N  1/29/26   11,150   15.0%    11,150   1.0%
Total convertible notes payable         11,150        11,750    
                        
Total debt         13,542        29,357    
Less: unamortized discounts and debt issuance costs         (11)       (3,518)   
Total long-term debt, less discounts and debt issuance costs         13,531        25,839    
Less: current portion of debt         (11,636)       (13,566)   
Non-current portion of debt        $1,895       $12,273    

 

F-24

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

For Note A, on May 27, 2021, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company sold to the investor a senior secured convertible promissory note in the original principal amount of $11.0 million and warrants to purchase up to 18,200 shares of the Company’s common stock for a purchase price of $10 million (representing an original issue discount of 10.0% on the note), of which the Company received $5 million on May 28, 2021 and $5 million on June 2, 2021. On August 25, 2021, the Company entered into a first amendment and limited waiver to the securities purchase agreement dated as of May 27, 2021 and amended and restated the convertible note. The amended note bears interest at the rate of 6% per annum from the date of funding and matures on May 27, 2023. The Company is required to make monthly interest and principal payments in 18 equal monthly installments of $611,000 each, commencing in November 2021. So long as shares of the Company’s common stock are registered for resale under the Securities Act of 1933, as amended, or may be sold without restriction on the number of shares or manner of sale, the Company has the right to make interest and principal payments in the form of additional shares of common stock, which shares will be valued at 90% of the average of the five lowest daily volume weighted average price per share of the common stock during the ten trading days immediately preceding the date of issuance of such shares of common stock. The note is guaranteed by the Company’s subsidiaries and is secured by a Securities Purchase Agreement (“Initial SPA”) securing a first priority lien on substantially all of the Company’s assets and properties and the assets and properties of its subsidiaries, subject only to the liens securing the approximately $1.5 million principal amount of outstanding indebtedness in connection with three of our subsidiaries. The warrants are exercisable to purchase up to 18,200 shares of the Company’s common stock for a purchase price of $300 per share, subject to adjustment, at any time on or prior to May 27, 2026, and may be exercised on a cashless basis if the shares of common stock underlying the Warrants are not then registered under the Securities Act.

 

On or about April 15, 2022, as a result of the Company not filing its Annual Report on Form 10-K for the year ended December 31, 2021 on a timely basis, the Note entered into default, which resulted in a 5% or $0.2 million increase in the principal value, pursuant to the terms of the Note. The default also enabled the note holders, upon notice to the Company, to periodically convert a portion of the associated principal and accrued interest into common stock at a 20% discount to the three lowest daily volume-weighted-average-prices during the prior twenty trading days (“Note Holder Conversions”). During the year ended December 31, 2022, the principal amount was reduced by an aggregate of $6.4 million, which was comprised of (a) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 22,834 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $4.1 million of principal due to Note Holder Conversions into an aggregate of 802,463 shares of the Company’s common stock. Amounts recorded as debt discounts were fully recognized and recorded in loss on extinguishment of debt as a result of the aforementioned debt conversions.

  

For Note B, on August 25, 2021, the Company entered into a securities purchase agreement with an investor, pursuant to which we sold to the investor a senior secured convertible promissory note in the original principal amount of $5.8 million and warrants to purchase up to 13,158 shares of our common stock for a purchase price of $5 million (representing an original issue discount of 16.0% on the note), which $5 million the Company received on August 26, 2021. The note bears interest at the rate of 6% per annum from the date of funding and matures on August 25, 2023. The Company is required to make monthly interest and principal payments in 18 equal monthly installments of $322,000 each, commencing in November 2021. So long as shares of our common stock are registered for resale under the Securities Act of 1933, as amended, or may be sold without restriction on the number of shares or manner of sale, the Company has the right to make interest and principal payments in the form of additional shares of common stock, which shares will be valued at 90% of the average of the five lowest daily volume weighted average price per share of the common stock during the ten trading days immediately preceding the date of issuance of such shares of common stock. The note is convertible by the holder in whole or in part at any time after the six-month anniversary of the issuance date into shares of the Company’s common stock at a conversion price of $300 per share, subject to adjustment and certain limitations. The Company has the right to prepay the amended note at any time with no penalty. However, should the Company exercise its buy-back right, the holder of the amended note will have the option of converting 33 1/3% of the outstanding principal amount of the note into shares of common stock at a conversion price equal to the lower of (A) the repayment price, or (B) the conversion price then in effect. The note is guaranteed by the Company’s subsidiaries and is secured by a Securities Purchase Agreement (“Second SPA” and collectively with the Initial SPA, the “SPAs”) securing a first priority lien on substantially all of the Company’s assets and properties and the assets and properties of its subsidiaries, subject only to the liens securing the approximately $1.5 million principal amount of outstanding indebtedness of three of our subsidiaries. The warrants are exercisable to purchase up to 13,158 shares of the Company’s common stock for a purchase price of $300 per share, subject to adjustment, at any time on or prior to August 25, 2026, and may be exercised on a cashless basis if the shares of common stock underlying the Warrants are not then registered under the Securities Act.

 

On or about April 15, 2022, as a result of the Company not filing its Annual Report on Form 10-K for the year ended December 31, 2021 on a timely basis, the Note entered into default, which resulted in a 5% or $0.2 million increase in the principal value, pursuant to the terms of the Note. The default also enabled the note holders, upon notice to the Company, to periodically convert a portion of the associated principal and accrued interest into common stock at a 20% discount to the three lowest daily volume-weighted-average-prices during the prior twenty trading days (“Note Holder Conversions”). During the year ended December 31, 2022, the principal amount was reduced by an aggregate of $4.8 million, which was comprised of (a) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 12,466 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $3.7 million of principal due to Note Holder Conversions into an aggregate of 719,675 shares of the Company’s common stock. Amounts recorded as debt discounts were fully recognized and recorded in loss on extinguishment of debt as a result of the aforementioned debt conversions.

 

For Note C, on October 17, 2022, the Company sold a promissory note in the principal amount of $367,500 to the Company’s senior secured lenders. This note bears interest at 6% per annum, is due October 17, 2023, and is also secured by the August 25, 2021 SPAs between the Company and its senior secured lenders.

 

For Note D, on November 8, 2022, the Company sold a promissory note with a face value of $262,500 with an original issue discount of $12,500 to the Company’s senior secured lenders. This note bears interest at 6% per annum, is due November 8, 2023, and also is secured by the August 25, 2021 SPAs between the Company and its senior secured lenders.

 

F-25

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

For Note E, in November 2019, DragonWave entered into a secured loan agreement with an individual lender pursuant to which DragonWave received a $2.0 million loan bearing interest at the rate of 9.0% per annum that matured on November 26, 2021. Upon an event of default, the interest rate would have automatically increased to 15% per annum on any unpaid principal and interest, compounded monthly, and all unpaid principal and accrued interest would become due on-demand. Accrued interest was calculated on a compound basis and was payable semi-annually in May and November of each year. The note was secured by all of the assets of DragonWave and was guaranteed by ComSovereign pursuant to the November 26, 2019 Secured Loan Agreement. The debt issuance costs were the result of the issuance of 3,500 shares of common stock of the Company and a cash payment of $80,000. The Company defaulted on this loan during 2021, causing the interest rate to increase to a monthly compounded rate of 15% per annum, a late charge of 5% to be incurred, and the loan and accrued interest to become due on-demand. Amounts recorded as debt discounts and issuance costs were fully amortized and recognized in interest expense during 2021 as a result of the loan becoming due on-demand from the default event. On January 26, 2021, $1.0 million of the principal amount of this loan and all accrued interest with a combined total of $1.2 million, was fully extinguished at the rate of $415 per unit, as defined in our public offering, resulting in the issuance of 2,957 shares of issued common stock of the Company, along with warrants to purchase up to 2,957 shares of common stock that are exercisable for a purchase price of $450 per share at any time on or prior to January 26, 2026. This loan has been in default since November 26, 2021. During the year ended December 31, 2022, principal and interest of $0.5 million was paid in cash and the remaining interest and fees of $275,000 were compounded into principal outstanding. As of December 31, 2022, $0.8 million is outstanding under this loan.

 

For Note F, on or about April 29, 2022, the Company sold an original issue discount note with a face value of $550,000 to an investor for the purchase price of $500,000. This note was due approximately July 29, 2022 and bears a default rate of 12% after the maturity date. The note was secured by all of the assets of Lighter Than Air Systems Corp. and was guaranteed by ComSovereign pursuant to the April 29, 2022 Secured Loan Agreement. On July 26, 2022, the Company received notice from the promissory note holder that the promissory note in the principal amount of $550,000 was due. As of the date of this filing, this note remains outstanding. On May 9, 2022, in connection with the note issuance, the Company issued 2,400 shares of common stock to an advisor pursuant to an advisory agreement dated April 29, 2022. On March 14, 2023, the note was retro-amended to extend the maturity date to July 29, 2024 with an interest rate of 8% and the ability to convert principal and interest into shares of the Company’s common stock at a 10% discount to the closing price on which the conversion is elected effective September 15, 2023. In addition, the note became secured with a second priority security interest on the assets of its Lighter Than Air Systems Corp. (d/b/a Drone Aviation Corp) business and agreed to extend the term of the advisory for an additional two years pursuant to the original note and issue an additional 12,000 shares of the Company’s restricted stock per year while the note is outstanding. See Note 22 – Subsequent Events – Debt and Equity Developments for additional information.

 

For Note G, on January 29, 2021, the Company entered into a secured $5.2 million term loan that bore interest at the higher rate of 8% or LIBOR plus 6.75%, that matured in January 2022 in connection with our acquisition of the Tucson Building. That note was secured by a deed of trust on the Tucson Building. On January 31, 2022, we completed the sale of the Tucson Building and the principal of $5.2 million was repaid in cash from the proceeds of the building sale. See Note 11 – Property and Equipment, Net for additional information related to the Tucson Building sale.

 

For Note H, on December 6, 2022, the Company sold a secured $50,000 promissory note bearing no interest for the purchase of components for which the lender agreed to receive payments with a maturity date of June 30, 2023. The note was secured by the components purchased and was guaranteed by ComSovereign pursuant to the December 6, 2022 Agreement for the Purchase and Sale of Components. As a result of defaulting on the note, the interest rate was increased to the rate of 15% per annum.

 

For Note I, RF Engineering received an SBA loan in the principal amount of $150,000 bearing interest at 3.75% per annum and with a maturity date of May 15, 2050, and is secured by all the assets of RF Engineering pursuant to the May 15, 2020 Security Agreement between the Company and its secured lenders. In the event of default, all amounts past due under this note are subject to acceleration of principal and due on demand. As of December 31, 2022, interest of $4,000 was paid in cash and an aggregate amount of principal of $150,000 is in default under this loan.

 

For Note J, on April 1, 2022, the Company entered into a note agreement with a related party who is an Executive Officer of the Company for cash proceeds of $100,000 with a maturity date of March 31, 2023 and an interest rate of 3%. As of December 31, 2022, the proceeds were recorded as a related party note in current liabilities. On March 31, 2023, the note was amended to extend the maturity date to December 31, 2023 with an interest rate of 5.5%.

 

For Note K, on July 29, 2022, the Company sold a promissory note in the principal amount of $26,250 with an original issue discount of 5.0% to the Company’s senior secured lenders. This note bears interest at 15% per annum and is due July 29, 2023. As of December 31, 2022, the principal amount of $26,250 remains unpaid.

 

For Note L, between April 30 and May 26, 2020, six of the Company’s subsidiaries received loan proceeds in the aggregate amount of $455,000 under the Paycheck Protection Program (“PPP”). The PPP loan had a maturity of 2 years and an interest rate of 1% per annum. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable pursuant to section 1106 of the CARES Act, after a period of up to 24 weeks, as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness shall be calculated in accordance with the requirements of the PPP, including the provisions of Section 1106 of the CARES Act, although no more than 40 percent of the amount forgiven can be attributable to non-payroll costs. Further, the amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the period of up to 24 weeks. During the year ended December 31, 2021, an aggregate amount of $0.7 million had been forgiven under these loans. Additional PPP loans were applied for in 2021 and were forgiven in 2021. During the year ended December 31, 2022, the remaining aggregate principal of $2,000 of these notes was fully repaid.

 

F-26

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

For Note M, on June 3, 2021, in connection with the acquisition of Innovation Digital, the Company issued to the seller a convertible promissory note in the principal amount of $0.6 million. The convertible promissory bears interest at the rate of 5% per annum, matures on June 3, 2022 and is convertible into shares of the Company’s common stock commencing on December 3, 2021 at an initial conversion price of $235 per share; provided, however, that on the maturity date, the holder may (i) demand payment of the entire outstanding principal balance and all unpaid accrued interest under Convertible Note or (ii) continue to hold the Convertible Note, in which case the convertible note shall thereafter accrue interest at the rate of 10% per annum, compounded annually, until such time as (x) the holder makes a demand of payment and the convertible note is repaid in full; or (y) the convertible note is converted in full. If the convertible note is converted into shares of the Company’s common stock after the maturity date of the convertible note, the conversion price will be the closing price of our common stock on the date the conversion notice is provided to the Company. On June 3, 2022, this note went into default. On June 23, 2022, the Company reached an agreement with the former owners of Innovation Digital to return to the former owners of Innovation Digital 15 patents and 5 pending or provisional patents to those former owners in return for the cancellation of the outstanding $600,000 promissory note, the return of 5,000 shares of common stock, and the waiver of certain severance payments. See Note 21 – Other Business Developments for additional information.

 

For Note N, on January 29, 2021, in connection with its acquisition of FastBack, the Company issued to the sellers $11.2 million aggregate principal amount of convertible promissory notes. The individual principal amounts of the notes ranged from $6,000 to $5,600,000. These notes initially bear interest at the rate of 1.01% per annum, which is to be adjusted to the prime rate as published by the Wall Street Journal on each annual anniversary of the issuance date and mature on January 29, 2026. Interest is payable in cash annually in arrears on each January 1. As of January 29, 2022, the outstanding principal and accrued interest on these notes may be converted in full to shares of the Company’s common stock at a conversion price of $522 per share, subject to adjustment. Upon an event of default, the interest rate will automatically increase to 15% per annum compounded annually, and all unpaid principal and accrued interest may become due on-demand. Principal and any unpaid accrued interest are due on the maturity date. Upon maturity, the interest rate will automatically increase to 15% per annum compounded annually on any unpaid principal. On May 24, 2022, the Company received notice from counsel for holders of $11.2 million of convertible promissory notes issued in connection with the acquisition of FastBack that the Company had failed to file its Annual Report on Form 10-K in a timely manner, as required by the terms of the convertible promissory notes. While the note holders have the right to accelerate the maturity of the principal, the notice simply indicated that the holders were reserving their rights. As of December 31, 2022, an aggregate of $1.3 million of principal is classified as long-term debt pursuant to post-December 31, 2022 special conversions of principal and accrued interest into 280,625 shares of the Company’s common stock, pursuant to a limited time offer for conversions at a discounted rate of 81% of the closing market price of the Company’s common stock on the day special conversion notices were received. See Note 22 – Subsequent Events – Debt and Equity Developments for additional information.

 

Certain agreements governing the secured notes payable, unsecured notes payable, and unsecured convertible notes payable contain customary covenants, such as limitations on liens, dispositions, mergers, entry into other lines of business, investments and the incurrence of additional indebtedness.

 

All debt agreements are subject to customary events of default. If an event of default occurs with respect to the debt agreements and is continuing, the lenders may accelerate the applicable amounts due. The Company is in default on several debt agreements and has accrued the proper penalties or disclosed any additional contingencies that resulted from the default.

 

Future maturities contractually required by the Company under long-term debt obligations are as follows for the years ending December 31:

 

(Amounts in thousands)  Total 
2023   11,647 
2024   550 
2025   
-
 
2026   
-
 
2027   
-
 
Thereafter   1,345 
Total  $13,542 

 

NOTE 15 STOCKHOLDERS’ (DEFICIENCY) EQUITY

 

Reverse Stock Splits

 

Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented.

 

Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented.

 

Authorized Shares

 

As of December 31, 2022 and 2021, the Company had 300,000,000 shares of common stock authorized for issuance and 2,381,136 and 819,851 shares of common stock issued and 2,380,803 and 819,518 shares of common stock outstanding as of December 31, 2022 and 2021, respectively.

 

As of December 31, 2022 and 2021, the Company had 100,000,000 shares of preferred stock authorized for issuance, 690,000 shares of preferred stock designated as Series A Preferred Stock, and 320,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2022 and 2021, respectively.

 

F-27

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

Public Offerings

 

On January 26, 2021, the Company sold an aggregate of 41,852 shares of the Company’s common stock at a price to the public of $415 per share (the “First Offering”), and a warrant to purchase one share of common stock at an exercise price of $450 per share (the “First Offering Warrants”), pursuant to an underwriting agreement dated as of January 21, 2021, between the Company and the representative (the “Representative”) of the several underwriters named in the underwriting agreement. Pursuant to the First Offering, the Company received gross proceeds of approximately $17.4 million and had total expenses of approximately $2.7 million, which included the underwriting discounts and commissions of approximately 8% and the Representative’s reimbursable expenses relating to the First Offering. See Warrants within this footnote for additional information on warrants issued.

 

On February 10, 2021, the Company sold an aggregate of 64,942 shares of the Company’s common stock at a price to the public of $425 per share (the “Second Offering”), pursuant to an underwriting agreement dated as of February 10, 2021 between the Company and the Representative of the several underwriters named in the underwriting agreement. Pursuant to the Second Offering, the Company received gross proceeds of approximately $27.6 million and had total expenses of approximately $2.6 million, which included the underwriting discounts and commissions of approximately 8% and the Representative’s reimbursable expenses relating to the First Offering. See Warrants within this footnote for additional information on warrants issued.

 

Acquisitions

 

During the year ended December 31, 2021, the Company issued an aggregate of 151,354 shares of common stock upon completed acquisitions of RF Engineering & Energy Resource, Saguna Networks, Innovation Digital, RVision, and Sky Sapience with an aggregate fair value of $33.9 million. See Note 20 – Business Acquisitions for additional information.

 

Sale of 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock

 

On October 26, 2021, the Company filed a Certificate of Designations of 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Nevada, which classified and designated 690,000 shares of the Company’s authorized preferred stock, par value $0.0001 per share, as 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

 

On October 29, 2021, the Company sold in a public offering 320,000 shares of the Company’s Series A Preferred Stock at a public offering price of $25.00 per share which is the initial liquidation preference of the Series A Preferred Stock.

 

The Series A Preferred Stock has been listed on The Nasdaq Capital Market under the symbol “COMSP”.

 

The net proceeds to the Company from this Offering were approximately $7.2 million after deducting underwriting discounts and commissions and expenses payable by the Company. 

 

Preferred Stock – Liquidation Preference

 

Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, before any distribution or payment shall be made to holders of shares of our common stock or any other class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, junior to the Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”), holders of shares of Series A Preferred Stock will be entitled to be paid out of our assets legally available for distribution to our stockholders, after payment of or provision for our debts and other liabilities and any class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, senior to the Series A Preferred Stock, a liquidation preference of $25.00 per share of the Series A Preferred Stock (approximately $8.0 million), plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of payment. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of each other class or series of capital stock ranking, as to rights upon liquidation, dissolution or winding up, on parity with the Series A Preferred Stock in the distribution of assets, then holders of shares of Series A Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

 

The Series A Preferred Stock generally is not redeemable by the Company before April 29, 2024, except as described below upon the occurrence of a change of control (as defined in the Certificate of Designations). On and after April 29, 2024, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of redemption. The Series A Preferred Stock has no stated maturity date and is not subject to any sinking fund or mandatory redemption provisions and will remain outstanding indefinitely unless redeemed or otherwise repurchased by the Company as described below.

 

Upon the occurrence of a Change of Control, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but excluding, the date of redemption.

 

F-28

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

Holders of the Series A Preferred Stock generally have no voting rights, except in the event that the Company fails to pay dividends on the Series A Preferred Stock for 18 or more monthly periods (whether or not consecutive), which occurred on November 20, 2023, in which case the preferred stock holders are entitled to elect up to an aggregate of two new Board directors until the past due dividends are fully paid.

 

Dividends

 

During the years ended December 31, 2022 and 2021, the Company recorded $678,304 and $168,131, respectively, of dividends paid or payable to the holders of the 9.25% Series A Preferred Stock.

 

On or about May 25, 2022, the Company announced that it had suspended the payment of dividends on the Series A Preferred Stock to preserve cash. Since June 20, 2022, dividends on the Series A Preferred Stock are accruing at the rate of approximately $61,664 per month. The total arrearage on the date of filing for the accrued dividends is $1,109,952.

 

Common Stock

 

During the year ended December 31, 2021, the Company issued an aggregate of 633 shares of common stock upon the exercise of options for gross proceeds of $17,000 and issued an aggregate of 63,609 shares of common stock with a fair value of $17.2 million for conversions of debt and interest.

 

During the year ended December 31, 2022, the Company issued an aggregate of 1,557,438 shares of common stock with a fair value of $16.1 million for conversions of debt and interest (see Note 14 – Debt for additional information) and issued 2,098 shares of common stock for gross proceeds of $31,000 upon the exercise of options.

 

Warrants

 

On January 26, 2021, the Company issued warrants to purchase an aggregate of 27,527 shares of the Company’s common stock as partial consideration for debt extinguishments. The warrants have an exercise price of $450 per share and an expiration date of January 26, 2026. The grant date fair value of these warrants was estimated to be $4.4 million. Upon the issuance of these warrants, certain debts and accrued interest were fully extinguished (see Note 14 – Debt – Note E for additional information).

 

On January 26, 2021, the Company issued warrants to purchase an aggregate of 44,701 shares of the Company’s common stock as portion of the units offered in the Company’s First offering. The warrants have an exercise price of $450 per share and an expiration date of January 26, 2026. The fair value of these warrants was estimated to be $7.1 million.

 

On January 26, 2021, the Company issued additional warrants to purchase an aggregate of 1,544 shares of the Company’s common stock pursuant to the underwriting agreement for 4% of the shares of common stock sold in the First Offering. The warrants have an exercise price of $519 per share and an expiration date of January 21, 2026. The grant fair date value of these warrants was estimated to be $0.2 million.

 

On January 26, 2021, the Company issued warrants to purchase an aggregate of 1,003 shares of the Company’s common stock as consideration to the underwriter for certain costs related to the First Offering. The warrants have an exercise price of $415 per share and an expiration date of January 21, 2026. The grant date fair value of these warrants was estimated to be $0.2 million.

 

On February 12, 2021, pursuant to the Second Offering underwriting agreement, the Company issued to the Representative warrants to purchase up to a total of 2,262 shares of common stock for 4% of the shares of common stock sold in the Second Offering. The warrants have an exercise price of $531 per share and an expiration date of February 10, 2026. The grant date fair value of these warrants was estimated to be $0.4 million.

 

On May 27, 2021, the Company issued warrants to purchase an aggregate of 18,200 shares of the Company’s common stock in conjunction with a debt agreement (see Note 14 – Debt – Note A). These warrants have an exercise price of $450 a grant date fair value of $0.9 million and expire on May 27, 2026.

 

On August 25, 2021, the Company issued warrants to purchase an aggregate of 13,158 shares of the Company’s common stock in conjunction with a debt agreement (see Note 14 – Debt – Note B). These warrants have an exercise price of $300 a fair value of $1.1 million and expire on August 25, 2026.

 

All warrants are valued utilizing the Black-Scholes pricing model using the assumptions listed below. No warrants were issued during the year ended December 31, 2022. The weighted average fair value of all warrants issued during the year ended December 31, 2021 was $127 per share.

  

F-29

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

The following table summarizes the assumptions used to estimate the fair value of the warrants granted during the years ended December 31, 2022 and 2021:

 

   For the Years Ended
   December 31,
   2022  2021
Expected dividend yield 
N/A
  0%
Expected volatility 
N/A
  39.94-64.04%
Risk-free interest rate 
N/A
  0.42-0.95%
Contractual life of warrants 
N/A
  4.0-5.0 years

  

The following tables represents warrant activity for the year ended December 31, 2022:

 

       Weighted-   Weighted- 
       Average   Average 
   Number of   Exercise Price   Contractual 
   Warrants   Per Share   Life in Years 
Outstanding - December 31, 2021   128,771   $371      
Forfeited or Expired   (12,872)   217      
Outstanding - December 31, 2022   115,899   $388    3.15 
Exercisable - December 31, 2022   115,899   $388    3.15 

 

The following table presents information related to warrants as of December 31, 2022:

 

Warrants Outstanding    Warrants Exercisable 
       Weighted     
   Outstanding   Average   Exercisable 
   Number of   Remaining Life   Number of 
Exercise Price Per Share  Warrants   In Years   Warrants 
$0.01 - $100.00   5,604    2.51    5,604 
$100.01 - $200.00   
-
    
-
    
-
 
$200.01 - $300.00   32,914    3.45    32,914 
$300.01 - $400.00   344    2.28    344 
$400.01 - $500.00   73,231    3.07    73,231 
$500.01 - $600.00   3,806    3.09    3,806 
    115,899    3.15    115,899 

 

NOTE 16 SHARE-BASED COMPENSATION

 

Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity. For employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by SAB 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances.

 

2020 Long-Term Incentive Plan

 

On April 22, 2020, the Company’s Board of Directors adopted the 2020 Long-Term Incentive Plan (the “2020 Plan”), which was approved by the stockholders on or about May 6, 2020. Employees, officers, directors and consultants that provide services to the Company or one of its subsidiaries may be selected to receive awards under the 2020 Plan. Awards under the 2020 Plan may be in the form of incentive or nonqualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards and performance-based awards.

 

F-30

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

A total of 33,334 shares of the Company’s common stock were initially authorized for issuance with respect to awards granted under the 2020 Plan. On June 25, 2021, the stockholders approved the increase of the number of shares of common stock authorized for issuance under the 2020 Plan by an additional 50,000 shares. Any shares subject to awards that are not paid, delivered or exercised before they expire or are cancelled or terminated, or fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for other award grants under the 2020 Plan. As of December 31, 2022, 58,655 options have been issued under the 2020 Plan, of which 33,303 were forfeited. Any shares forfeited are available for re-issuance. As of December 31, 2022, a total of 57,982 shares authorized under the 2020 Plan remained available for award purposes. On November 21, 2022, our board of directors adopted a resolution proposing to add 300,000 shares of the Company’s common stock to the 2020 Plan, which was approved by our stockholders on February 8, 2023 on a post-split basis.

 

The 2020 Plan will terminate on May 1, 2030. The maximum term of options, stock appreciation rights and other rights to acquire common stock under the 2020 Plan is ten years after the initial date of the award.

 

Restricted Stock Awards

 

During the year ended December 31, 2021, the Company’s Board of Directors granted an aggregate of 667 shares of restricted stock awards to one director with a grant date value of $0.3 million, of which 333 vested on the one-year anniversary of the grant date and 334 vest on the two-year anniversary of the original grant date.

 

During the year ended December 31, 2021, the Company issued 2,347 shares of common stock as consideration for services with a grant date value of $1.2 million.

 

During the year ended December 31, 2022, the Company issued 2,400 shares of common stock to a debt placement agent as consideration for services with a grant date value of $81,000.

 

For the years ended December 31, 2022 and 2021, the Company recognized $0.1 million and $0.8 million of compensation expense related to restricted stock awards and had $0.0 million and $0.3 million of unrecognized compensation cost as of December 31, 2022 and 2021, respectively. 

 

Stock Options

 

All options are valued utilizing the Black-Scholes pricing model using the assumptions listed below. No options were issued during the year ended December 31, 2022. The weighted average grant date fair value of all options issued during the year ended December 31, 2021 was $92.00 per share.

 

The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2022 and 2021:

 

   For the Years Ended
   December 31,
   2022  2021
Expected dividend yield 
N/A
  0.00%
Expected volatility 
N/A
  63.39%
Risk-free interest rate 
N/A
  0.48 - 0.89%
Expected life of options 
N/A
  3.25 - 5.00 years

 

The following table represents stock option activity for the year ended December 31, 2022:

 

       Weighted   Weighted     
       Average   Average   Aggregate 
   Number of   Exercise Price   Contractual   Intrinsic 
   Options   Per Share   Life in Years   Value 
Outstanding - December 31, 2021   70,405   $233         
 
 
Exercised   (2,098)   15         
 
 
Cancelled or Expired   (41,753)   250         
 
 
Outstanding - December 31, 2022   26,554   $223    2.72    
-
 
Exercisable - December 31, 2022   19,096   $203    2.52    
-
 

 

Total recognized compensation expense related to the Company’s stock options was $0.9 million and $1.3 million for the years ended 2022 and 2021, respectively. Compensation expense related to stock options is recorded in share-based compensation expense, a component of general and administrative expenses, in the Consolidated Statements of Operations. For the years ended December 31, 2022 and 2021, the Company had unrecognized compensation expense related to options of $0.3 million and $3.0 million, respectively. As of December 31, 2022, the Company is expected to recognize this compensation expense over the next 1.25 years.

 

F-31

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

The following table presents information related to stock options as of December 31, 2022:

 

Options Outstanding    Options Exercisable 
       Weighted     
   Outstanding   Average   Exercisable 
   Number of   Remaining Life   Number of 
Exercise Price Per Share  Options   In Years   Options 
$0.01 - $50.00   
-
    
-
    
-
 
$50.01 - $100.00   5,688    2.51    5,688 
$100.01 - $150.00   
-
    
-
    
-
 
$150.01 - $200.00   2,900    0.99    2,900 
$200.01 - $250.00   
-
    
-
    
-
 
$250.01 - $300.00   17,033    3.18    9,575 
$300.01 - $350.00   933    0.46    933 
 
   
26,554
    2.52    19,096 

 

NOTE 17 INCOME TAXES

 

The Company files tax returns in United States (“U.S.”) Federal, state and local jurisdictions, plus Canada and Israel.

 

United States and international components of income before income taxes from continuing operations were as follows:

 

   For the Years Ended 
   December 31, 
   2022   2021 
United States  $(64,975)  $(133,710)
International   (15,486)   (18,676)
Loss before income taxes from continuing operations  $(80,461)  $(152,386)

 

Deferred taxes are provided on the liability method whereby deferred tax assets and liabilities are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment.

 

F-32

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

Net deferred tax liabilities consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Deferred tax assets        
Share-based compensation  $276   $483 
Warranty reserve   122    118 
Inventory reserve   190    292 
Allowance for bad debt   299    457 
Deferred revenue   
-
    27 
Lease liability   2,784    1,014 
Amortization   2,654    
-
 
Capitalized research and development costs   301    
-
 
Net operating loss carryover   32,251    29,204 
Foreign losses   4,827    3,864 
General business credits   256    256 
Total deferred tax assets   43,960    35,715 
Deferred tax liabilities          
Depreciation   (171)   (506)
Amortization   
-
    (3,854)
Right of use assets   (24)   (977)
Total deferred tax liabilities   (195)   (5,337)
Valuation allowance:   (43,765)   (30,378)
Net deferred tax assets (liabilities)  $
-
   $
-
 

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income (loss) from continuing operations before tax for fiscal 2022 and 2021 due to the following: 

 

   For the Years Ended December 31, 
   2022   2021 
(Amounts in thousands)  USD   Rates   USD   Rates 
Income tax benefit at statutory federal income tax rate  $(16,897)   21.0%  $(32,140)   21.0%
State tax expense, net of federal benefit   (1,556)   2.0%   (6,122)   4.0%
Permanent items   1,715    -2.2%   64    -0.4%
Goodwill impairment   6,162    -7.7%   18,854    -12.0%
Other   (3,068)   4.0%   159    -0.1%
Valuation allowance   13,644    -17.1%   19,185    -12.5%
Income tax benefit   
-
    0.0%   
-
    0.0%

 

As of December 31, 2022, the Company had domestic net operating loss carryforwards of approximately $129.0 million of which approximately $23.7 million was generated pre-2018 that may be carried forward 20 years to offset against future taxable income from the year 2023 through 2037, and approximately $105.3 million generated post-2017 that may offset future taxable income with no definite expiration date.

  

Due to the change in the ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. We estimate $8.3 million of domestic NOLs will expire unused.

 

The Company records valuation allowances to reduce its deferred tax assets to an amount it believes is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether future taxable income will be generated during the periods in which those temporary differences become deductible. As a result, the Company recorded a valuation allowance on the portion of the deferred tax assets, including current year losses, deemed not to have enough sources of income to utilize the future benefits.

 

F-33

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

(Amounts in thousands)  Balance at
Beginning of
Period		   Changes
(credits) to
expense		   Changes
(credits) to other
accounts		   Write-offs   Balance at
End of
Period		 
Deferred tax valuation allowance                    
December 31, 2022   30,378    13,644    (257)   
               -
    43,765 
December 31, 2021   11,193    19,185    
-
    
-
    30,378 

 

We are subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2022, tax years for 2019, 2020, 2021, and 2022 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2022, we are no longer subject to US federal, state, and foreign examinations by tax authorities before 2019.

 

At December 31, 2022, the Company had foreign net operating loss carryforwards of approximately $19.3 million. Of these losses, $16.0 million are Canadian NOLs that may be carried forward 20 years to offset against future taxable income from the years 2019 through 2042. In addition, $3.3 million are from Israeli operations that may offset future taxable income with no definite expiration date.

 

NOTE 18 COMMITMENTS AND CONTINGENCIES

  

From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Management does not believe that after the final disposition any of these matters is likely to have a material adverse impact on the Company’s financial condition, results of operations or cash flows, except as follows.

 

On January 27, 2022, a former employee filed suit against the Company in the Tulsa County Oklahoma District Court, Case No. CJ-2022-00221. The plaintiff has alleged that she was entitled to six months of severance pay after her employment contract was not renewed, and that her option agreements did not expire thirty days after cessation of her employment, and claims she is owed approximately $75,000 in severance and $250,000 in damages for her options. The Company filed an Answer on or about March 18, 2022. The Company disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit.

 

On June 16, 2022, the Company received notice from certain former shareholders of SAGUNA claiming breaches of the SAGUNA stock purchase agreement and claiming that all of the former shareholders of SAGUNA have suffered damages totaling approximately $13.9 million, which they calculated as the value related to the consideration issued to those former shareholders for the acquisition of SAGUNA. The Company denies those claims and has not accrued any contingent loss. However, the Company may face legal claims or proceedings regarding those claims.

 

By notice dated July 14, 2022, the Company received notice from a distributor that has a distribution agreement with InduraPower claiming that InduraPower, and the Company as guarantor, has breached the distribution agreement, and are claiming approximately $2.0 million in damages, which includes a claim for $0.5 million of foregone profit. The Company had received $1.3 million in cash as a deposit against future product deliveries which is included in contract liabilities – current. In addition, the Company fully accrued the remaining claim of $0.7 million in accrued liabilities in the Consolidated Balance Sheet as of December 31, 2022.

 

On or about July 17, 2022, the former employees of SKS filed an insolvency request against SKS in the Nazareth District Court, Israel, No. 35035-06-22. The action represents $400,000 of claims of the former employees, which were fully accrued as of September 30, 2022. The claims of the former employees were resolved pursuant to the SKS Sale Agreement (see Note 21 - Other Business Developments – Business Developments for additional information) and the action was dismissed on or about January 9, 2023. See Note 22 – Subsequent Events – Business Developments for additional information.

 

On or about July 28, 2022, a former employee filed suit against the Company, Dustin McIntire, and Daniel Hodges in the San Diego County California Superior Court, Case No. 37-2022-00028083-CU-BC-CTL (“RVI Claim #1”). The plaintiff alleged that his wages were not paid, that he was constructively discharged, that the Company failed to issue him stock options, and that he is owed future amounts. He claimed damages of no less than $238,000. On December 29, 2022, the Company resolved this lawsuit. See Note 21 – Other Business Developments – Business Developments for additional information.

 

On or about August 22, 2022, two former FastBack employees filed suit against the Company, DragonWave and FastBack in the Alameda County Superior Court, California, Case No. 22CV016666. The plaintiffs allege that their payroll was late and that the Company failed to make one payroll, failed to timely pay wages three times, failed to pay accrued vacation time, and owes penalties under California law. Each plaintiff claimed damages of no less than $66,500. The Company has accrued for the wage claims for services provided but has not accrued for penalties. On April 4, 2023, the Company resolved this lawsuit. See Note 22 – Subsequent Events – Business Developments for additional information.

 

On or about August 23, 2022, a former employee filed suit against the Company in the Clark County District Court, Nevada, Case No. 3 A-22-857361-C (“RVI Claim #2”). The plaintiff alleged that his wages were not paid, that he was constructively discharged, that the Company failed to issue him stock options, and that he is owed future amounts. He claimed damages of no less than $184,000. As of September 30, 2022, the Company had accrued for the wage claims for services provided of $8,000 but had not accrued for the claims associated with future services. On December 29, 2022, the Company resolved this lawsuit. See Note 21 – Other Business Developments – Business Developments for additional information.

 

F-34

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

On or about September 20, 2022, the Company was served with a suit that was filed on or about May 27, 2022 by the holder of a Transform-X Inc. (“Transform-X”) promissory note, suing the Company, Daniel Hodges, and Transform-X in the Richland County Court of Common Pleas, South Carolina, Case No. 2022CP4002806. The plaintiff alleges that for $125,000 he purchased an 8% promissory note in 2018 from Transform-X which has not been paid. Plaintiff alleges that the Company is also liable under the Transform-X promissory note. This lawsuit was removed to the United States District of South Carolina, Civil Action No.:3:22-cv-03645-MGL. The Company filed an Answer on October 27, 2022 and the proceedings are currently in the discovery phase. The Company strongly disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit.

 

On or about November 14, 2022, an intellectual property law firm filed suit against the Company in the United States District Court for the Southern District of California, San Diego. The plaintiff alleges that they performed work for the Company and its subsidiaries subsequent to September 30, 2022 and are owed approximately $75,000, which was fully accrued as of December 31, 2022.

 

See Note 22 – Subsequent Events – Litigation, Claims and Contingencies Developments for post-December 31, 2022 developments.

 

NOTE 19 CONCENTRATIONS

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of trade accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral related to its trade accounts receivable. At December 31, 2022, accounts receivable from three customers comprised an aggregate of approximately 45%, 17%, and 10%, respectively, of the Company’s net trade accounts receivable, and none of these balances were characterized as uncollectible.

 

In addition, for the years ended December 31, 2022 and 2021, revenue from one and zero customers individually exceeded 10% of revenue and, in total, comprised approximately 39% and 0% of the Company’s total revenue, respectively. For our FastBack and DragonWave businesses, we do not have internal manufacturing capabilities and each relies upon a single, but different, outsourced manufacturer. At December 31, 2022, the Company did not have any vendors with accounts payable that accounted for more than 10% of the Company’s total expenses.

 

NOTE 20 BUSINESS ACQUISITIONS

 

The Company’s acquisitions are accounted for such that the assets acquired and liabilities assumed are recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill.

 

FastBack / Skyline Partners Technology LLC

 

On January 29, 2021, the Company completed the acquisition of FastBack for cash consideration paid of $1.3 million and the issuance of $1.5 million aggregate principal amount of term notes and $11.2 million aggregate principal amount of convertible notes that are convertible into common stock at a conversion price of $522 per share, subject to adjustment. See Note 14 – Debt for further discussion of the notes. FastBack’s products complement and enhance the Company’s 5G connectivity offerings. All resulting goodwill is expected to be tax deductible. The Company incurred acquisition-related costs of $79,000, of which $18,000 was expensed in fiscal year 2021 and $61,000 was expensed in fiscal year 2020, which are included in general and administrative expenses on the Company’s Consolidated Statement of Operations. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. All resulting goodwill and intangibles are tax deductible.

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.

 

(Amounts in thousands)  Fair Value 
Cash  $9 
Accounts receivable   245 
Inventory   358 
Prepaid expenses   1,914 
Property & equipment   202 
Intangible assets:     
Trade name   409 
Technology   1,770 
Customer relationships   5,000 
Software   97 
Goodwill   5,849 
Total assets   15,853 
Accounts payable   1,055 
Accrued liabilities   174 
Notes payable   210 
Contract liabilities, current   213 
Accrued warranty liability – long term   236 
Total purchase consideration  $13,965 

 

F-35

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

Sky Sapience Ltd.

 

On February 25, 2021, the Company completed the acquisition of SKS. The total preliminary purchase price consideration amounted to $11.8 million, subject to working capital and other post-closing adjustments, representing (i) cash paid on the closing date of $2.7 million (ii) 25,552 shares of the Company’s common stock with a fair value of $9.1 million or $355 per share, of which an aggregate of 11,515 shares was held in an escrow fund for purposes of satisfying any post-closing indemnification claims of the sellers under the Stock Purchase Agreement. SKS’s products complement and enhance the Company’s tethered drone product portfolio for commercial communications, defense and national security markets. All resulting goodwill is expected to be tax deductible. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. All resulting goodwill and intangibles are tax deductible. The Company sold SKS on March 20, 2023 (see Note 22 – Subsequent Events – Business Developments for additional information).

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.

 

(Amounts in thousands)  Fair Value 
Cash  $320 
Accounts receivable   60 
Inventory   1,229 
Prepaid expenses   15 
Other current assets   334 
Property & equipment   148 
Operating lease right-of-use assets   457 
Intangible assets:     
Trade names   440 
Technology   2,480 
Customer relationships   3,460 
Goodwill   6,185 
Total assets   15,128 
Accounts payable   710 
Accrued liabilities   431 
Contract liabilities, current   1,759 
Operating lease liabilities, current   194 
Operating lease liabilities - long term   252 
Total purchase consideration  $11,782 

 

F-36

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

RVision, Inc.

 

On April 1, 2021, the Company completed the acquisition of RVision. The Company acquired 100% of the outstanding capital stock of RVision in exchange for 20,000 shares of its common stock with a fair value of $275 per share. RVision’s products complement and enhance the Company’s communication offerings and provides additional access to governmental and private sector commercial industries. All resulting goodwill is expected to be tax deductible. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The Company sold RVision on December 29, 2022.

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.

 

(Amounts in thousands)  Fair Value 
Cash  $449 
Accounts receivable   47 
Prepaid expenses   53 
Inventory   825 
Property & equipment   16 
Operating lease right-of-use asset   270 
Intangible assets:     
Trade names   220 
Technology   630 
Customer relationships   400 
Goodwill   3,599 
Total assets   6,509 
Accounts payable   54 
Accrued liabilities   219 
Operating lease liabilities, current   74 
Contract liabilities, current   13 
Notes payable   453 
Operating lease liabilities – long term   196 
Total purchase consideration  $5,500 

 

Innovation Digital, LLC

 

On June 3, 2021, the Company completed the acquisition of Innovation Digital for cash consideration paid of $1.0 million, 31,653 shares of common stock with a fair value of $7.3 million or $235 per share, and a promissory note in the principal amount of $0.6 million that is convertible into common stock at a conversion price of $235. See Note 14 – Debt for further discussion of the notes. Innovation Digital enhances the Company’s portfolio of intellectual property and licensing capabilities. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The calculated goodwill is deductible for tax purposes. On June 23, 2022, the Company reached an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital resulting in the derecognition of an outstanding promissory note of an aggregate $640,000, comprised of $600,000 of principal and $40,000 of interest, the return of 5,000 shares of common stock, and the waiver of certain severance payments.

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.

 

(Amounts in thousands)  Fair Value 
Property & equipment   6 
Operating lease right-of-use asset   105 
Other non-current Assets   2 
Intangible assets:     
Trade names   59 
Technology   610 
Customer relationships   500 
Goodwill   7,953 
Total assets   9,235 
Accounts payable   59 
Operating lease liabilities, current   32 
Notes payable   31 
Operating lease liabilities – long term   74 
Total purchase consideration  $9,039 

 

F-37

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

RF Engineering & Energy Resource, LLC

 

On July 15, 2021, the Company completed the acquisition of RF Engineering for cash consideration paid of $0.6 million and 9,928 shares of common stock with a fair value of $2.2 million or approximately $222 per share. RF Engineering’s position as a leading specialist in high performance antenna design and distribution enhances the Company’s wireless product development capabilities and sales and distribution channels. All resulting goodwill is expected to be tax deductible. See Note 14 – Debt for further discussion of the notes. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles.

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.

 

(Amounts in thousands)  Fair Value 
Cash  $41 
Accounts receivable   323 
Inventory   662 
Other current assets   6 
Property & equipment, net   72 
Intangible assets:     
Trade names   80 
Customer relationships   470 
Goodwill   1,920 
Total assets   3,574 
Accounts payable   375 
Accrued liabilities   4 
Contract liabilities, current   20 
Notes payable   425 
Total purchase consideration  $2,750 

 

SAGUNA Networks LTD

 

On October 4, 2021, the Company completed the acquisition of SAGUNA for cash consideration paid of $0.2 million and 64,221 shares of common stock with a fair value of $9.8 million, or approximately $153 per share. SAGUNA is a premier Multi-Access Edge Computing cloud software developer. The acquisition significantly expanded the Company’s software technology offerings powering 5G wireless networks. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The calculated goodwill is deductible for tax purposes.

 

The fair value of the assets acquired and liabilities assumed as of the acquisition date, are as set forth below:

 

(Amounts in thousands)  Fair Value 
Cash  $64 
Accounts receivable   61 
Property & equipment, net   19 
Intangible assets:     
Goodwill   10,137 
Total assets   10,281 
Accounts payable   33 
Accrued liabilities   79 
Other current liabilities   180 
Total purchase consideration  $9,989 

 

Pro Forma Information (unaudited)

 

During 2021, the Company completed the acquisitions of FastBack Networks, a telecommunications provider, Sky Sapience Ltd., a tethered drone provider, Rvision, Inc., a video and communications developer, Innovation Digital, a developer of signal processing solutions, RF Engineering and Energy Resource, an antenna and accessories provider, and SAGUNA Networks, a software developer to expand the Company’s product offerings and developments.

 

F-38

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

The following information represents the unaudited pro forma combined results of operations, giving effect to the acquisitions as if they occurred at the beginning of the year ended December 31, 2021. 

 

(Amounts in thousands)  For the
Year Ended
December 31,
2021		 
Revenue from continuing operations  $13,599 
Net loss from continuing operations  $(135,016)
Basic and diluted loss per common share
  $(1.68)
Weighted-average common shares outstanding   80,138 

 

NOTE 21 OTHER BUSINESS DEVELOPMENTS

 

Executive Officer and Board of Director Developments

 

On April 21, 2022, the Company’s Chief Financial Officer resigned from the Company for personal family commitments.

 

On May 2, 2022, a member of the Board of Directors of the Company (the “Board”) announced their resignation from the Board and all committees thereof, effective immediately. The resignation allowed that former member of the Board to focus on personal and other professional commitments.

 

On September 1, 2022, the Company’s then Chief Executive Officer and the Company’s then President resigned from the Company as part of the Company’s ongoing transition. David A. Knight was appointed Interim Chief Executive Officer by the Board.

 

On October 10, 2022, a member of the Board announced their resignation from the Board and all committees thereof. The resignation allowed that former member of the Board to focus on personal and other professional commitments.

 

On November 23, 2022, the Board appointed David A. Knight as the Company’s Chief Executive Officer, President, Acting Principal Financial and Accounting Officer, and a Director of the Board. Mr. Knight is entitled to receive (i) an annual base salary of $180,000 which will be increased to $250,000 upon the Board’s Compensation Committee’s determination of adequate funding; (ii) eligibility to participate in a cash bonus program for meeting quarterly and annual goals, milestones, and metrics, as established by the Compensation Committee; (iii) eligibility to receive grants under the terms of the Company’s 2020 Long-Term Incentive Plan; (iv) the right to participate in all benefit plans offered to the Company’s senior executive officers; and (v) severance payments of three months of salary, benefits, and prorated bonus (the “Severance”) if terminated without cause before completion of one year of service, and six months of Severance if terminated without cause after reaching one year of service.

 

Business Developments

 

Commencing in May 2022, the Company embarked on a significant reduction of overhead and personnel costs through the divestment of non-core assets in favor of a refocus on our true core competencies in 5G and beyond technology.

 

In May 2022, InduraPower idled their employees.

 

On May 23, 2022, a third party acquired certain assets and employees from the Canadian subsidiary of DragonWave-X, LLC (“DragonWave Canada”), in return for assuming DragonWave Canada’s potential employment liabilities and assuming DragonWave Canada’s lease in Kanata, Ontario, Canada, through an Asset Purchase Agreement. The Company recognized a $2.0 million loss on the aforementioned sale.

 

On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. See Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale for additional information.

 

On June 23, 2022, the Company reached an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital, LLC (“Innovation Digital”), resulting in the derecognition of an outstanding promissory note of an aggregate $640,000, comprised of $600,000 of principal and $40,000 of interest, the return of 5,000 shares of common stock, and the waiver of certain severance payments. The Company recognized a $0.6 million loss on the aforementioned sale.

 

In June 2022, the Company idled the employees of SAGUNA Networks Ltd. (“SAGUNA”), Sky Sapience Ltd. (“SKS”) and VEO Photonics, Inc. (“VEO”).

 

F-39

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

On December 21, 2022, the Company entered into a Share Purchase Agreement (the “SKS Sale Agreement”) with Titan Innovations Ltd., an Israeli corporation (“Titan”), pursuant to which we agreed to sell our Israel-based tethered drone unit Sky Sapience Ltd. (“SKS”) to Titan. The total consideration for the sale is $1.8 million. Of that consideration, the first tranche of $400,000 would be held in escrow and utilized to eliminate outstanding liabilities and debt of SKS. The next two tranches totaling $820,000 were paid to the Company, less any remaining SKS outstanding liabilities and debt. The final tranche of $600,000 is due to be paid within two years of closing, subject to potential reductions for further claims of SKS debt, which are capped at $300,000. The SKS Sale Agreement contains closing conditions and control of the company was transferred to the buyer as of March 20, 2023 (see Note 22 – Subsequent Events – Business Developments for more information).

 

On December 29, 2022, the Company entered into a Settlement Agreement (“Settlement Agreement”) to resolve two litigation claims against the Company. As required by the terms of the Settlement Agreement, we entered into a Stock Purchase Agreement (the “RVI Sale Agreement”) with the plaintiffs in the two lawsuits (“Buyers”), pursuant to which, and subject to the terms and conditions of the RVI Sale Agreement, we agreed to sell Rvision, Inc. (“RVI”) to Buyers.

 

See Note 20 – Business Acquisitions for details regarding the Company’s 2021 acquisitions and Note 22 – Subsequent Events for additional information related to debt and equity developments, litigation claims, and other.

 

NOTE 22 SUBSEQUENT EVENTS

 

Executive Officer and Board of Director Developments

 

On April 26, 2023, Bill J. White joined the Board of Directors of the Company. Mr. White will serve on the Board until the next annual meeting of stockholders of the Company at which directors are elected, at which time he is expected to stand for re-election. Mr. White will be serving as chair of the Board’s Audit Committee. Pursuant to our director compensation program for non-employee members of our board of directors, Mr. White is entitled to a total cash fee of $60,000 per year for service on our board of directors.

 

Business Developments

 

On March 20, 2023, pursuant to the SKS Sale Agreement, the Company completed the sale of SKS and recorded a note receivable for the remaining $600,000 due on March 20, 2025.

 

In January 2023, the Company idled the employees of RF Engineering & Energy Resource, LLC.

 

Debt and Equity Developments

 

On January 17, 2023 and February 1, 2023, the Company sold unsecured promissory notes in the principal amounts of $90,000 and $80,000, which were due on or before July 30, 2023 and July 31, 2023, respectively. Of the $90,000 of proceeds from the first note, usage of $88,000 is restricted to make interest payments due to certain holders of outstanding convertible debentures dated January 29, 2021 (Note G – see Note 14 – Debt). Both notes become immediately due and payable if the Company raises at least $2.5 million in an equity or debt offering. Both notes pay 8% interest per annum, which increases to 15% per annum if the notes aren’t repaid by the maturity date. The issuance of the second note made the principal and accrued interest of both notes convertible if they aren’t repaid by the maturity date and the conversion price will equal 81% of the closing market price of the common stock on the day that the holder elects to convert the note(s), subject to a floor price of $5.00 per share. These notes remain outstanding and in default.

 

During January 2023, pursuant to a limited time offer, certain Note N convertible note holders agreed to amend their note and convert an aggregate of $1.3 million principal of their notes and $0.3 million of accrued interest into 280,625 shares of the Company’s common stock.

 

On March 14, 2023, the Company amended Note F to extend the maturity date to July 29, 2024 with an interest rate of 8%. Effective September 15, 2023, the holder also has ability to convert principal and interest into shares of the Company’s common stock at a 10% discount to the closing price on which the conversion is elected and became secured with a second priority security interest on the assets of its Lighter Than Air Systems Corp. (d/b/a Drone Aviation Corp) business. In addition, the Company extended the term of the advisory agreement for an additional two years and will issue 12,000 shares of the Company’s common stock for each year while the note is outstanding. Pursuant to the amended terms, the Company issued 12,000 shares of the Company’s common stock to the advisor as consideration for their services on April 13, 2023.

 

On March 31, 2023, the Company amended Note I to extend the maturity date to December 31, 2023 with an interest rate of 5.5% commencing on April 1, 2023.

 

On September 1, 2023, Dustin H. McIntire, our CTO, loaned $260,000 to the Company which was used to secure a software license for the Company. Upon being notified of the proposed loan, the Audit Committee reviewed the transaction under the related party transaction policy and approved the transaction. The Company gave Mr. McIntire a secured convertible promissory note for the $260,000 loan, due September 1, 2024, with eight per cent (8%) interest, secured by the software license.

 

Litigation, Claims and Contingencies Developments

 

On January 9, 2023, a former employee of a subsidiary of InduraPower, filed suit against the Company and the former CEO, Daniel Hodges, in the Pima County Superior Court, Arizona, Case No. C20230116. The plaintiff has alleged that he is owed for unpaid minimum wages and overtime wages, breach of employment contract, retaliatory termination, and alleges an unspecified amount in damages. The Company strongly dispute plaintiff’s allegations and intends to vigorously defend the lawsuit.

 

F-40

 

 

COMSOVEREIGN HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

On or about January 10, 2023, a recruiting and staffing company obtained a default judgment against the Company in County Court, Collin County, Texas, Case No. 004-01539-2022, for $145,917 and post-judgment interest at 7%. As of December 31, 2022, the Company accrued for the full amount of the judgment. The judgment holder obtained a garnishment order against Company’s banking accounts and has received approximately $17,100 in cash through the date of this filing.

 

On or about May 22, 2023, a landlord filed suit against the Company in the Circuit Court, Fairfax County, Virgina, Case No. 202307755, for breach of a commercial lease. The plaintiff obtained a default judgment in the amount of approximately $230,000 which remains unpaid as of the date of this filing. As of December 31, 2022, the Company accrued for the full amount of the judgment in accrued liabilities on the Consolidated Balance Sheet.

 

Nasdaq Compliance Developments

 

Throughout most of 2022, our common stock was not in compliance with the $1.00 minimum closing bid price requirement. We were given grace periods and regained compliance on or about February 27, 2023, by having the closing bid price of our common stock exceed $1.00 for a minimum of ten (10) consecutive trading days during the grace period by implementing a 1-for-100 reverse stock split of our outstanding common stock on February 10, 2023.

 

On February 27, 2023, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), the $1.00 minimum closing bid price requirement (“minimum bid price”) price of the Company’s common stock following the successful filing of its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 pursuant to Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports (“filing requirements”) with the Securities and Exchange Commission (“SEC”).

 

On March 31, 2023, the Company filed a notice of late filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) would not be timely filed. On April 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed the Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. On May 17, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed the Form 10-K or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rules. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company has not filed its Form 10-K for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules.

 

The Company requested and obtained a hearing before the Panel as well as a further stay of any additional action by Nasdaq pending the issuance of a decision by the Panel. There can be no assurance that a favorable decision will be obtained.

 

If the Company fails to timely regain compliance with the Nasdaq Listing Rule within any grace period granted by the Nasdaq Hearings Panel, the Company’s common stock, warrants and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. There is no assurance that the Company will regain compliance during any grace periods or be able to maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to regain compliance during a grace period, Nasdaq will notify us that our common stock, warrants, and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be delisted from The Nasdaq Capital Market.

 

On June 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”), of the Company’s 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (“Preferred Stock”) has been below the minimum $1 million requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5555(a)(4) (the “Minimum Market Value of Publicly Held Shares Requirement”). Under Nasdaq rules, the Company will have the opportunity to appeal the delisting decision to a Nasdaq Hearings Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days from receipt of the letter, or until December 18, 2023, to regain compliance with the Minimum Market Value of Publicly Held Shares Requirement. To regain compliance with the Minimum Market Value of Publicly Held Shares Requirement, the Company’s Preferred Stock MVPHS must be $1 million or more for a minimum of 10 consecutive business days during the compliance period ending on December 18, 2023. There can be no assurance that the Company will be able to regain compliance with either listing requirement.

 

F-41

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EX-3.1 2 f10k2022ex3-1_comsovereign.htm RESTATED ARTICLES OF INCORPORATION

Exhibit 3.1

 

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

COMSOVEREIGN HOLDING CORP.

a Nevada Corporation

 

ARTICLE I

NAME

 

The name of the corporation is COMSovereign Holding Corp. (the “Corporation”).

 

ARTICLE II

RESIDENT AGENT AND REGISTERED OFFICE

 

The name of the Corporation’s resident agent for service of process is C T Corporation System, whose registered office for service of process is located at 701 S. Carson Street, Suite 200, Carson City, NV, 89701.

 

ARTICLE III

CAPITAL STOCK

 

3.01 Authorized Capital Stock. The total number of shares of stock this Corporation is authorized to issue shall be four hundred million (400,000,000) shares, par value $.0001 per share. This stock shall be divided into two classes to be designated as “Common Stock” and “Blank Check Preferred Stock” (“Preferred Stock”).

 

3.02 Common Stock The total number of authorized shares of Common Stock shall be three hundred million (300,000,000).

 

Upon the effectiveness of this Certificate of Amendment, (the “Effective Time”), each share of the Common Stock, issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into 0.01 of a share of Common Stock; provided, however, that no fractional shares shall be issued to stockholders as a result of the foregoing reclassification and that in lieu thereof, the Corporation shall, after aggregating all fractions of a share to which a holder would otherwise be entitled, round any resulting fractional shares up to the nearest whole share. Any stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of Common Stock as equals the product obtained by multiplying the number of shares of Common Stock represented by such certificate immediately prior to the Effective Time by 0.01, but giving effect to the rounding of fractional shares provided for in the immediately preceding sentence.

 

3.03 Blank Check Preferred Stock The total number of authorized shares of Preferred Stock shall be one hundred million (100,000,000) shares. The board of directors shall have the authority to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and to state in the resolution or resolutions from time to time adopted providing for the issuance thereof the following:

 

(a) Whether or not the class or series shall have voting rights, full or limited, the nature and qualifications, limitations and restrictions on those rights, or whether the class or series will be without voting rights;

 

(c) The number of shares to constitute the class or series and the designation thereof;

 

(d) The preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions thereof; if any, with respect to any class or series;

 

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(e) Whether or not the shares of any class or series shall be redeemable and if redeemable, the redemption price or prices, and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

 

(f) Whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking funds be established, the amount and the terms and provisions thereof;

 

(g) The dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

 

(h) The preferences, if any, and the amounts thereof which the holders of any class or series thereof are entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of assets of, the Corporation;

 

(i) Whether or not the shares of any class or series are convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

 

(j) Such other rights and provisions with respect to any class or series as may to the board of directors seem advisable.

 

The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any respect. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any existing class or series of the Preferred Stock and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.

 

ARTICLE IV

DIRECTORS

 

The number of directors comprising the board of directors shall be fixed and may be increased or decreased from time to time in the manner provided in the bylaws of the Corporation, except that at no time shall there be less than one director.

 

ARTICLE V

PURPOSE

 

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Nevada Corporation Act.

 

ARTICLE VI

DIRECTORS’ AND OFFICERS’ LIABILITY

 

The individual liability of the directors and officers of the Corporation is hereby eliminated to the fullest extent permitted by the Nevada Corporation Act, as the same may be amended and supplemented. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

 

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ARTICLE VII
INDEMNITY

 

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

 

Without limiting the application of the foregoing, the board of directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprises against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

 

The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

 

IN WITNESS HEREOF, the undersigned has executed this Certificate of Amended and Restated Articles of Incorporation as of February 8, 2023.

 

  By:  /s/ David A. Knight
  Name:  David A. Knight
  Title: CEO

 

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 EX-3.2 3 f10k2022ex3-2_comsovereign.htm AMENDED AND RESTATED BY-LAWS

Exhibit 3.2

 

BYLAWS

OF

COMSOVEREIGN HOLDING CORP.

 

 

 

ARTICLE I

OFFICES

 

Section 1.1. Registered Office. The registered office and registered agent of COMSovereign Holding Corp. (the “Corporation”) shall be as from time to time set forth in the Corporation’s Articles of Incorporation.

 

Section 1.2. Other Offices. The Corporation may also have offices at such other places, both within and without the State of Nevada, as the Board of Directors may from time to time determine or the business of the Corporation may require.

 

ARTICLE II

STOCKHOLDERS

 

Section 2.1. Place of Meetings. All meetings of the stockholders for the election of Directors shall be held at such place, within or without the State of Nevada, as may be fixed from time to time by the Board of Directors. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.2. Annual Meeting. An annual meeting of the stockholders shall be held at such time as may be determined by the Board of Directors, at which meeting the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

 

Section 2.3. List of Stockholders. At least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of voting shares registered in the name of each, shall be prepared by the officer or agent having charge of the stock transfer books. Such list shall be kept on file at the registered office of the Corporation for a period of ten days prior to such meeting and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any stockholder who may be present.

 

Section 2.4. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law, by the Articles of Incorporation or by these Bylaws, may be called by the Chief Executive Officer (if any) or the President or the Board of Directors. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting unless all stockholders entitled to vote are present and consent.

 

Section 2.5. Notice. Written or printed notice stating the place, day and hour of any meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the Chief Executive Officer (if any), the President, the Secretary, or the officer or person calling the meeting, to each stockholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the stockholder at his address as it appears on the stock transfer books and records of the Corporation or its transfer agent, with postage thereon prepaid.

 

Section 2.6. Quorum. At all meetings of the stockholders, the presence in person or by proxy of the holders of 50% of the shares issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

 

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Section 2.7. Voting. When a quorum is present at any meeting of the Corporation’s stockholders, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy at such meeting shall decide any questions brought before such meeting, unless the question is one upon which, by express provision of law, the Articles of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

 

Section 2.8. Method of Voting. Each outstanding share of the Corporation’s capital stock shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are otherwise provided by applicable law or the Articles of Incorporation, as amended from time to time. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney-in-fact and bearing a date not more than 6 months prior to such meeting, unless such instrument provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting for directors shall be in accordance with Article III of these Bylaws. Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer shall order or any stockholder shall demand that voting be by written ballot.

 

Section 2.9. Record Date; Closing Transfer Books. The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board of Directors may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed shall be the record date.

 

Section 2.10. Action By Written Consent. Any action required or permitted by law, the Articles of Incorporation, or these Bylaws to be taken at a meeting of the stockholders of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such signed consent shall be delivered to the Secretary for inclusion in the Minute Book of the Corporation.

 

ARTICLE III

BOARD OF DIRECTORS

 

Section 3.1. Management. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation, a stockholders’ agreement or these Bylaws directed or required to be exercised or done by the stockholders.

 

Section 3.2. Qualification; Election; Term. None of the directors need be a stockholder of the Corporation or a resident of the State of Nevada. The directors shall be elected by plurality vote at the annual meeting of the stockholders, except as hereinafter provided, and each director elected shall hold office until his successor shall be elected and qualified.

 

Section 3.3. Number. The number of directors of the Corporation shall be fixed as the Board of Directors may from time to time designate. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

 

Section 3.4. Removal. Any director may be removed either for or without cause at any special meeting of stockholders by the affirmative vote of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that notice of intention to act upon such matter shall have been given in the notice calling such meeting.

 

Section 3.5. Vacancies. Any vacancy occurring in the Board of Directors by death, resignation, removal or otherwise may be filled by an affirmative vote of at least a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office only until the next election of one or more directors by the stockholders.

 

Section 3.6. Place of Meetings. Meetings of the Board of Directors, regular or special, may be held at such place within or without the State of Nevada as may be fixed from time to time by the Board of Directors.

 

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Section 3.7. Annual Meeting. The first meeting of each newly elected Board of Directors shall be held without further notice immediately following the annual meeting of stockholders and at the same place, unless by unanimous consent or unless the directors then elected and serving shall change such time or place.

 

Section 3.8. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board of Directors.

 

Section 3.9. Special Meetings. Special meetings of the Board of Directors may be called by the Chief Executive Officer (if any) or President on oral or written notice to each director, given either personally, by telephone, by telegram or by mail, given at least forty-eight hours prior to the time of the meeting. Special meetings shall be called by the Chief Executive Officer, President or the Secretary in like manner and on like notice on the written request of a majority of directors. Except as may be otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need to be specified in a notice or waiver of notice.

 

Section 3.10. Quorum. At all meetings of the Board of Directors the presence of a majority of the number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 3.11. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the fact as to his relationship or interest and as to the contract or transaction is known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the fact as to his relationship or interest and as to the contract or transaction is known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

 

Section 3.12. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate committees, each committee to consist of two or more directors of the Corporation, which committees shall have such power and authority and shall perform such functions as may be provided in such resolution. Such committee or committees shall have such name or names as may be designated by the Board of Directors and shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

 

Section 3.13. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee of the Board of Directors may be taken without such a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or such other committee, as the case may be.

 

Section 3.14. Compensation of Directors. Directors shall receive such compensation for their services, and reimbursement for their expenses as the Board of Directors, by resolution, shall establish; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

 

ARTICLE IV

NOTICE

 

Section 4.1. Form of Notice. Whenever required by law, the Articles of Incorporation or these Bylaws, notice is to be given to any director or stockholder, and no provision is made as to how such notice shall be given, such notice may be given: (a) in writing, by mail, postage prepaid, addressed to such director or stockholder at such address as appears on the books and records of the Corporation or its transfer agent; or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail.

 

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Section 4.2. Waiver. Whenever any notice is required to be given to any stockholder or director of the Corporation as required by law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a stockholder or director at a meeting shall constitute a waiver of notice of such meeting, except where such stockholder or director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

 

ARTICLE V

OFFICERS AND AGENTS

 

Section 5.1. In General. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Treasurer, and a Secretary. The Board of Directors may also elect a Chairman of the Board of Directors, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any two or more offices may be held by the same person.

 

Section 5.2. Election. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall elect the officers, none of whom need be a member of the Board of Directors.

 

Section 5.3. Other Officers and Agents. The Board of Directors may also elect and appoint such other officers and agents as it shall deem necessary, who shall be elected and appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

 

Section 5.4. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or any committee of the Board of Directors, if so authorized by the Board of Directors.

 

Section 5.5. Term of Office and Removal. Each officer of the Corporation shall hold office until his death, or his resignation or removal from office, or the election and qualification of his successor, whichever shall first occur. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, for or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

 

Section 5.6. Employment and Other Contracts. The Board of Directors may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or confined to specific instances. The Board of Directors may, when it believes the interest of the Corporation will best be served thereby, authorize executive employment contracts which will contain such terms and conditions as the Board of Directors deems appropriate.

 

Section 5.7. Chairman of the Board of Directors. The Chairman of the Board of Directors, subject to the direction of the Board of Directors, shall perform such executive, supervisory and management functions and duties as from time to time may be assigned to him or her by the Board of Directors. The Chairman of the Board of Directors shall preside at all meetings of the stockholders of the Corporation and all meetings of the Board of Directors.

 

Section 5.8. Chief Executive Officer. The Chief Executive Officer shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall preside at all meetings of the stockholders of the Corporation and all meetings of the Board of Directors in the absence of the Chairman of the Board of Directors.

 

Section 5.9. President. The President shall be subject to the direction of the Board of Directors and the Chief Executive Officer (if any), and shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. The President shall see that the officers carry all orders and resolutions of the Board of Directors into effect. The President shall execute all authorized conveyances, contracts, or other obligations in the name of the Corporation except where required by law to be otherwise signed and executed and except where the signing and execution shall be expressly delegated by the Board of Directors to another officer or agent of the Corporation or reserved to the Board of Directors or any committee thereof. The President shall preside at all meetings of the stockholders of the Corporation and all meetings of the Board of Directors in the absence of the Chairman of the Board of Directors and the Chief Executive Officer. The President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

 

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Section 5.10. Chief Operating Officer. The Chief Operating Officer shall be subject to the direction of the Chief Executive Officer (if any), the President and the Board of Directors and shall have day-to-day managerial responsibility for the operation of the Corporation.

 

Section 5.11. Chief Financial Officer. The Chief Financial Officer shall be subject to the direction of the Chief Executive Officer (if any), the President and the Board of Directors and shall have day-to-day managerial responsibility for the finances of the Corporation.

 

Section 5.12. Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors or any committee thereof may from time to time prescribe, or as the President may from time to time delegate to him. In the absence or disability of the President, any Vice President may perform the duties and exercise the powers of the President.

 

Section 5.13. Secretary. The Secretary shall attend all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall perform like duties for the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation. He shall be under the supervision of the President. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

 

Section 5.14. Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him.

 

Section 5.15. Treasurer. The Treasurer shall have the custody of all corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the Directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board of Directors may prescribe or the President may from time to time delegate.

 

Section 5.16. Assistant Treasurers. Each Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him.

 

Section 5.17. Bonding. If required by the Board of Directors, all or certain of the officers shall give the Corporation a bond, in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of their office and for the restoration to the Corporation, in case of their death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation.

 

ARTICLE VI

CERTIFICATES OF SHARES

 

Section 6.1. Form of Certificates. The Corporation may, but is not required to, deliver to each stockholder a certificate or certificates, in such form as may be determined by the Board of Directors, representing shares to which the stockholder is entitled. Such certificates shall be consecutively numbered and shall be registered on the books and records the Corporation or its transfer agent as they are issued. Each certificate shall state on the face thereof the holder’s name, the number, class of shares, and the par value of such shares or a statement that such shares are without par value.

 

Section 6.2. Shares without Certificates. The Board of Directors may authorize the issuance of uncertificated shares of some or all of the shares of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares until surrendered to the Corporation, or on the respective rights and obligations of the stockholders. Unless otherwise provided by the Nevada Revised Statutes, the rights and obligations of stockholders are identical whether or not their shares of stock are represented by certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the stockholder a written statement containing the information required on the certificates pursuant to Section 6.1.

 

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Section 6.3. Lost Certificates. The Board of Directors may direct that a new certificate be issued, or that uncertificated shares be issued, in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond, in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. When a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation within a reasonable time after he has notice of it, and the Corporation registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim against the Corporation for the transfer or a new certificate or uncertificated shares.

 

Section 6.4. Transfer of Shares. Shares of stock shall be transferable only on the books of the Corporation or its transfer agent by the holder thereof in person or by his duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

 

Section 6.5. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

 

ARTICLE VII

GENERAL PROVISIONS

 

Section 7.1. Dividends. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Corporation, subject to the provisions of the Nevada Revised Statutes and the Articles of Incorporation. The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of any dividend, such record date to be not more than sixty days prior to the payment date of such dividend, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than sixty days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such dividend shall be the record date.

 

Section 7.2. Reserves. There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Surplus of the Corporation to the extent so reserved shall not be available for the payment of dividends or other distributions by the Corporation.

 

Section 7.3. Telephone and Similar Meetings. Stockholders, directors and committee members may participate in and hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

 

Section 7.4. Books and Records. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its stockholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each.

 

Section 7.5. Checks and Notes. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

 

Section 7.6. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

 

Section 7.7. Fiscal Year. The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

 

Section 7.8. Seal. The Corporation may have a seal, and such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Any officer of the Corporation shall have authority to affix the seal to any document requiring it.

 

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Section 7.9. Indemnification. The Corporation shall indemnify its directors to the fullest extent permitted by the Nevada Revised Statutes and may, if and to the extent authorized by the Board of Directors, so indemnify its officers and any other person whom it has the power to indemnify against liability, reasonable expense or other matter whatsoever.

 

Section 7.10. Insurance. The Corporation may at the discretion of the Board of Directors purchase and maintain insurance on behalf of any person who holds or who has held any position identified in Section 7.9 against any and all liability incurred by such person in any such position or arising out of his status as such.

 

Section 7.11. Resignation. Any director, officer or agent may resign by giving written notice to the President or the Secretary. Such resignation shall take effect at the time specified therein or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 7.12. Amendment of Bylaws. These Bylaws may be altered, amended or repealed at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the Directors present at such meeting.

 

Section 7.13. Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as possible and reasonable, shall be valid and operative.

 

Section 7.14. Relation to Articles of Incorporation. These Bylaws are subject to, and governed by, the Articles of Incorporation.

 

***

 

APPROVED AND ADOPTED this 3rd day of February, 2023

 

/s/ Kevin M. Sherlock  
Kevin M. Sherlock  
General Counsel and Secretary  

 

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 EX-4.1 4 f10k2022ex4-1_comsovereign.htm DESCRIPTION OF REGISTERED SECURITIES

Exhibit 4.1

 

DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

 

COMSovereign Holding Corp. (the “Company”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock and (ii) our 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock and (iii) our publicly-traded warrants (the “Warrants”).

 

DESCRIPTION OF CAPITAL STOCK

 

The following description of our common stock and Series A Preferred Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the complete text of our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), including the Certificate of Designations relating to our Series A Preferred Stock (the “Certificate of Designations”), and our Amended and Restated Bylaws (the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. We encourage you to read our Certificate of Incorporation, the Certificate of Designations, our Bylaws and the applicable provisions of the Nevada Revised Statutes (“NRS”) for additional information.

 

Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.0001 per share (our “common stock”), and 100,000,000 shares of preferred stock, par value $0.0001 per share, of which 600,000 shares have been designated as 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (our “Series A Preferred Stock”).

 

As of November 20, 2023, 2,695,571 shares of common stock and 320,000 shares of Series A Preferred Stock were issued and outstanding.

 

Common Stock

 

General

 

The following summary of certain provisions of our common stock does not purport to be complete. This description is summarized from, and is qualified in its entirety by reference to, our amended and restated articles of incorporation and our amended and restated bylaws, to which you should refer and both of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. The summary below is also qualified by provisions of applicable law, including Chapters 78 and 92A of the Nevada Revised Statutes (the “NRS”), as applicable to corporations.

 

Voting, Dividend and Other Rights. Each outstanding share of common stock entitles the holder to one vote on all matters presented to the shareholders for a vote. Holders of shares of common stock have no cumulative voting, pre-emptive, subscription or conversion rights. All shares of common stock to be issued pursuant to this registration statement will be duly authorized, fully paid and non-assessable. Our board of directors determines if and when distributions may be paid out of legally available funds to the holders. To date, we have not declared any dividends with respect to our common stock. Our declaration of any cash dividends in the future will depend on our board of directors’ determination as to whether, in light of our earnings, financial position, cash requirements and other relevant factors existing at the time, it appears advisable to do so. We do not anticipate paying cash dividends on the common stock in the foreseeable future.

 

Rights Upon Liquidation. Upon liquidation, subject to the right of any holders of the preferred stock to receive preferential distributions, each outstanding share of common stock may participate pro rata in the assets remaining after payment of, or adequate provision for, all our known debts and liabilities.

 

Majority Voting. The holders of a majority of the outstanding shares of common stock constitute a quorum at any meeting of the shareholders. A plurality of the votes cast at a meeting of shareholders elects our directors. The common stock does not have cumulative voting rights. Therefore, the holders of a majority of the outstanding shares of common stock can elect all of our directors. In general, a majority of the votes cast at a meeting of shareholders must authorize shareholder actions other than the election of directors. Most amendments to our articles of incorporation require the vote of the holders of a majority of all outstanding voting shares.

 

All issued and outstanding shares of common stock are fully paid and nonassessable. Shares of our common stock that may be offered, from time to time, under this prospectus will be fully paid and nonassessable.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our common stock is ClearTrust, LLC. ClearTrust, LLC’s address is 16540 Pointe Village Drive, Suite 210, Lutz, FL 33558 and its telephone number is (813) 235-4490.

 

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Stock Exchange Listing

 

Our common stock is listed for quotation on the Nasdaq Capital Market under the symbol “COMS.”

 

Anti-Takeover Effects of Certain Provisions of Our Articles of Incorporation, as Amended, and Our Bylaws

 

Provisions of our articles of incorporation, as amended, and our bylaws could make it more difficult to acquire us by means of a merger, tender offer, proxy contest, open market purchases, removal of incumbent directors and otherwise. These provisions, which are summarized below, are expected to discourage types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation of these proposals could result in an improvement of their terms.

 

Calling of Special Meetings of Stockholders. Our bylaws provide that special meetings of the stockholders may be called only by the chief executive officer, if any, or the president or the board of directors.

 

Removal of Directors; Vacancies. Our bylaws provide that a director may be removed either for or without cause at any special meeting of stockholders by the affirmative vote of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that notice of intention to act upon such matter shall have been given in the notice calling such meeting.

 

Amendment of Bylaws. The bylaws provide that the bylaws may be altered, amended or repealed at any meeting of the board of directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such meeting.

 

Preferred Stock. Our articles of incorporation, as amended, authorize the issuance of up to 100,000,000 shares of preferred stock with such rights and preferences as may be determined from time to time by our board of directors in their sole discretion. Our board of directors may, without stockholder approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock.

 

Series A Preferred Stock

 

Ranking

 

The Series A Preferred Stock will rank, with respect to distribution rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of our affairs:

 

  ● senior to all classes or series of our common stock and to any other class or series of our capital stock expressly designated as ranking junior to the Series A Preferred Stock;

 

  ● on parity with any class or series of our capital stock expressly designated as ranking on parity with the Series A Preferred Stock, none of which exists on the date hereof; and

 

  ● junior to any other class or series of our capital stock expressly designated as ranking senior to the Series A Preferred Stock, none of which exists on the date hereof.

 

The term “capital stock” does not include convertible or exchangeable debt securities, which, prior to conversion or exchange, will rank senior in right of payment to the Series A Preferred Stock. The Series A Preferred Stock will also rank junior in right of payment to our other existing and future debt obligations.

 

Dividends

 

Subject to the preferential rights of the holders of any class or series of our capital stock ranking senior to the Series A Preferred Stock with respect to distribution rights, holders of shares of the Series A Preferred Stock will be entitled to receive, when, as and if authorized by our board of directors and declared by us out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 9.25% per annum of the $25.00 liquidation preference per share of the Series A Preferred Stock (equivalent to the fixed annual amount of $2.3125 per share of the Series A Preferred Stock).

 

Dividends on the Series A Preferred Stock will accrue and be cumulative from, and including, the date of original issue and will be payable to holders monthly in arrears on or about the 20th day of each month or, if such day is not a business day, on either the immediately preceding business day or next succeeding business day at our option, in each case with the same force and effect as if made on such date. The term “business day” means each day, other than a Saturday or a Sunday, which is not a day on which banks in New York are required by law, regulation or executive order to close.

 

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The amount of any dividend payable on the Series A Preferred Stock for any period greater or less than a full dividend period will be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. A dividend period is the respective period commencing on and including the 20th day of each month and ending on and including the day preceding the 20th day of the next succeeding month (other than the initial dividend period and the dividend period during which any shares of Series A Preferred Stock shall be redeemed). Dividends will be payable to holders of record as they appear in our stock records at the close of business on the applicable record date, which shall be the last day of the immediately preceding calendar month.

 

The first dividend on the Series A Preferred stock was paid on November 20, 2021 and was a pro rata dividend from, and including, the original issue date to and including November 19, 2021 in the amount of $0.14 per share.

 

Dividends on the Series A Preferred Stock will accrue whether or not:

 

  ● we have earnings;

 

  ● there are funds legally available for the payment of those dividends; or

 

  ● those dividends are authorized or declared.

 

Except as described in this paragraph and the next paragraph, unless full cumulative dividends on the Series A Preferred Stock for all past dividend periods shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash is set apart for payment, we will not:

 

  ● declare and pay or declare and set aside for payment of dividends, and we will not declare and make any distribution of cash or other property, directly or indirectly, on or with respect to any shares of our common stock or shares of any other class or series of our capital stock ranking, as to distributions, on parity with or junior to the Series A Preferred Stock, for any period; or
     
  ● redeem, purchase or otherwise acquire for any consideration, or make any other distribution of cash or other property, directly or indirectly, on or with respect to, or pay or make available any monies for a sinking fund for the redemption of, any shares of our common stock or shares of any other class or series of our capital stock ranking, as to distributions and upon liquidation, on parity with or junior to the Series A Preferred Stock.

 

The foregoing sentence, however, will not prohibit:

 

  ● dividends payable solely in shares of our common stock or shares of any other class or series of our capital stock ranking junior to the Series A Preferred Stock as to payment of distributions and the distribution of assets upon our liquidation, dissolution and winding up; and

 

  ● the conversion into or in exchange for other shares of any class or series of capital stock ranking junior to the Series A Preferred Stock as to payment of distributions and the distribution of assets upon our liquidation, dissolution and winding up.

 

When we do not pay dividends in full (or do not set apart a sum sufficient to pay them in full) on the Series A Preferred Stock and the shares of any other class or series of capital stock ranking, as to distributions, on parity with the Series A Preferred Stock, we will declare any dividends upon the Series A Preferred Stock and each such other class or series of capital stock ranking, as to distributions, on parity with the Series A Preferred Stock pro rata, so that the amount of dividends declared per share of Series A Preferred Stock and such other class or series of capital stock will in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other class or series of capital stock (which will not include any accrual in respect of unpaid dividends on such other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, will be payable in respect of any dividend payment or payments on the Series A Preferred Stock which may be in arrears.

 

Holders of shares of Series A Preferred Stock are not entitled to any dividend, whether payable in cash, property or shares of capital stock, in excess of full cumulative dividends on the Series A Preferred Stock as described above. Any dividend payment made on the Series A Preferred Stock will first be credited against the earliest accrued but unpaid dividends due with respect to those shares which remain payable. Accrued but unpaid dividends on the Series A Preferred Stock will accumulate as of the dividend payment date on which they first become payable.

 

We do not intend to declare dividends on the Series A Preferred Stock, or pay or set apart for payment dividends on the Series A Preferred Stock, if the terms of any of our agreements, including any agreements relating to our indebtedness, prohibit such a declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach of or default under such an agreement. Likewise, no dividends will be authorized by our board of directors and declared by us or paid or set apart for payment if such authorization, declaration or payment is restricted or prohibited by law. We are and may in the future become a party to agreements that restrict or prevent the payment of dividends on, or the purchase or redemption of, our capital stock. Under certain circumstances, these agreements could restrict or prevent the payment of dividends on or the purchase or redemption of Series A Preferred Stock. These restrictions may be indirect (for example, covenants requiring us to maintain specified levels of net worth or assets) or direct. We do not believe that these restrictions currently have any adverse impact on our ability to pay dividends to holders or make redemptions of the Series A Preferred Stock.

 

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In addition to the dividends set forth above, in the event of any dividend or distribution declared on or paid on our common stock, the holders of Series A Preferred Stock shall be entitled to such dividends paid and distributions made to the holders of our common stock to the same extent as if such holders of Series A Preferred Stock had converted the Series A Preferred Stock into shares of our common stock at an assumed conversion price equal to the quotient obtained by dividing the $25.00 liquidation preference of the Series A Preferred Stock by the closing price of shares of our common stock on the exchange upon which our common stock is then listed or quoted on the Record Date for determining dividends on our common stock or if no Record Date has been set, then the Declaration Date as if the holders of Series A Preferred Stock held such shares of common stock on such date. If, on the Distribution Date, our common stock is not listed or quoted on an exchange or the OTC Markets, the closing price of a share of common stock shall be determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Series A Preferred Stock then outstanding and reasonably acceptable to us, the fees and expenses of which shall be paid by us. Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of our common stock.

 

Liquidation Preference

 

Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, before any distribution or payment shall be made to holders of shares of our common stock or any other class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, junior to the Series A Preferred Stock, holders of shares of Series A Preferred Stock will be entitled to be paid out of our assets legally available for distribution to our stockholders, after payment of or provision for our debts and other liabilities and any class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, senior to the Series A Preferred Stock, a liquidation preference of $25.00 per share of the Series A Preferred Stock, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of payment. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of each other class or series of capital stock ranking, as to rights upon liquidation, dissolution or winding up, on parity with the Series A Preferred Stock in the distribution of assets, then holders of shares of Series A Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

 

Holders of shares of Series A Preferred Stock will be entitled to written notice of any voluntary or involuntary liquidation, dissolution or winding up of our affairs stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable not fewer than 30 days and not more than 60 days prior to the distribution payment date. After payment of the full amount of the liquidating distributions to which they are entitled, holders of shares of Series A Preferred Stock will have no right or claim to any of our remaining assets. Our consolidation or merger with or into any other corporation, trust or other entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of our property or business, will not be deemed to constitute a liquidation, dissolution or winding up of our affairs.

 

In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of our capital stock or otherwise, is permitted under Nevada law, amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series A Preferred Stock will not be added to our total liabilities.

 

Optional Redemption

 

Except with respect to the special optional redemption described below, we cannot redeem the Series A Preferred Stock prior to April 29, 2024. On and after April 29, 2024, we may, at our option, upon not fewer than 30 and not more than 60 days’ written notice, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date fixed for redemption, without interest, to the extent we have funds legally available for that purpose.

 

If fewer than all of the outstanding shares of the Series A Preferred Stock are to be redeemed, the shares of Series A Preferred Stock will be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as we determine. In order for their shares of Series A Preferred Stock to be redeemed, holders must surrender their shares at the place, or in accordance with the book-entry procedures, designated in the notice of redemption. Holders will then be entitled to the redemption price and any accrued and unpaid dividends payable upon redemption following surrender of the shares as detailed below. If a notice of redemption has been given, if the funds necessary for the redemption have been set aside by us in trust for the benefit of the holders of any shares of Series A Preferred Stock called for redemption and if irrevocable instructions have been given to pay the redemption price and any accrued and unpaid dividends, then from and after the redemption date, dividends will cease to accrue on such shares of Series A Preferred Stock and such shares of Series A Preferred Stock will no longer be deemed outstanding. At such time, all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon redemption, without interest. So long as no dividends payable on the Series A Preferred Stock and any Parity Preferred Stock are in arrears for any past dividend periods that have ended and subject to the provisions of applicable law, we may from time to time repurchase all or any part of the Series A Preferred Stock, including the repurchase of shares of Series A Preferred Stock in open-market transactions and individual purchases at such prices as we negotiate, in each case as duly authorized by our board of directors. Regardless of whether dividends are paid in full on the Series A Preferred Stock or any Parity Preferred Stock, we may purchase or acquire shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock.

 

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Unless full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or are declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods that have ended, no shares of Series A Preferred Stock will be redeemed unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and we will not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock or any class or series of our capital stock ranking, as to distributions or upon liquidation, dissolution or winding up, on parity with or junior to the Series A Preferred Stock (except by exchange for our capital stock ranking junior to the Series A Preferred Stock as to distributions and upon liquidation, dissolution or winding up).

 

We will mail a notice of redemption, postage prepaid, not fewer than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on our stock transfer records as maintained by the transfer agent named in “— Transfer Agent.” No failure to give, nor defect in, such notice, nor in the mailing thereof, shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, each notice will state:

 

  ● the redemption date;

 

  ● the redemption price;

 

  ● the number of shares of Series A Preferred Stock to be redeemed;

 

  ● the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price;

 

  ● procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price;

 

  ● that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accumulate on such redemption date; and

 

  ● that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock.

 

If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder will also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed.

 

If a redemption date falls after a dividend record date and on or prior to the corresponding dividend payment date, each holder of shares of the Series A Preferred Stock at the close of business of such dividend record date will be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares on or prior to such dividend payment date. Except as described above, we will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption has been given.

 

All shares of Series A Preferred Stock that we redeem or repurchase will be retired and restored to the status of authorized but unissued shares of preferred stock, without designation as to series or class.

 

Special Optional Redemption

 

Upon the occurrence of a Change of Control (as defined below), we may, at our option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but excluding, the date of redemption.

 

We will mail to you, if you are a record holder of the Series A Preferred Stock, a notice of redemption no fewer than 30 days nor more than 60 days before the redemption date. We will send the notice to your address shown on our share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Series A Preferred Stock except as to the holder to whom notice was defective. Each notice will state the following:

 

  ● the redemption date;

 

  ● the redemption price;

 

  ● the number of shares of Series A Preferred Stock to be redeemed;

 

  ● the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price;

 

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  ● procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price;

 

  ● that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accumulate on such redemption date;

 

  ● that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; and

 

  ● that the Series A Preferred Stock is being redeemed pursuant to our special optional redemption right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control.

 

If we redeem fewer than all of the outstanding shares of Series A Preferred Stock, the notice of redemption mailed to each stockholder will also specify the number of shares of Series A Preferred Stock that we will redeem from each stockholder. In this case, we will determine the number of shares of Series A Preferred Stock to be redeemed, on a pro rata basis, as described above in “— Optional Redemption.”

 

If we have given a notice of redemption, have set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption and have given irrevocable instructions to pay the redemption price and any accrued and unpaid dividends, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends up to, but excluding, the redemption date, without interest.

 

The holders of Series A Preferred Stock at the close of business on a dividend record date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding payment date notwithstanding the redemption of the Series A Preferred Stock between such record date and the corresponding payment date or our default in the payment of the dividend due. Except as provided above, we will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock to be redeemed.

 

A “Change of Control” is when, after the original issuance of the Series A Preferred Stock, the following have occurred and are continuing:

 

  ● the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of our Company entitling that person to exercise more than 50% of the total voting power of all stock of our Company entitled to vote generally in the election of our directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

 

  ● following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity has a class of common securities listed on the NYSE or Nasdaq.

 

No Maturity, Sinking Fund or Mandatory Redemption

 

The Series A Preferred Stock has no stated maturity date and we are not required to redeem the Series A Preferred Stock at any time. We are not required to set aside funds to redeem the Series A Preferred Stock. Accordingly, the Series A Preferred Stock will remain outstanding indefinitely, unless we decide, at our option, to exercise our redemption right. The Series A Preferred Stock is not subject to any sinking fund.

 

Limited Voting Rights

 

Holders of shares of the Series A Preferred Stock generally do not have any voting rights, except as set forth below.

 

If dividends on the Series A Preferred Stock are in arrears for 18 or more monthly periods, whether or not consecutive (which we refer to as a “preferred dividend default”), which occurred on November 20, 2023, holders of shares of the Series A Preferred Stock (voting separately as a class together with the holders of the Parity Preferred Stock) will be entitled to vote for the election of a total of two additional directors to serve on our board of directors (which we refer to as “preferred stock directors”), until all unpaid dividends for past dividend periods with respect to the Series A Preferred Stock and any Parity Preferred Stock have been paid. In such a case, the number of directors serving on our board of directors will be increased by two. The preferred stock directors will be elected by a plurality of the votes cast in the election for a one-year term and each preferred stock director will serve until his successor is duly elected and qualifies or until the director’s right to hold the office terminates, whichever occurs earlier, subject to such preferred stock director’s earlier death, disqualification, resignation or removal. The election will take place at:

 

  ● either (i) a special meeting called upon the written request of holders of at least 25% of the outstanding shares of Series A Preferred Stock together with any Parity Preferred Stock, if this request is received more than 90 days before the date fixed for our next annual or special meeting of stockholders or, (ii) if we receive the request for a special meeting within 90 days before the date fixed for our next annual or special meeting of stockholders, at our annual or special meeting of stockholders; and

 

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  ● each subsequent annual meeting (or special meeting held in its place) until all dividends accumulated on the Series A Preferred Stock and on any Parity Preferred Stock have been paid in full or declared and a sum sufficient for the payment thereof set aside for payment for all past dividend periods.

 

If we do not call a special meeting within 45 days after request from the holders of 25% of our Series A Preferred Stock outstanding, then the holders of record of at least 25% of the outstanding Series A Preferred Stock may designate a holder to call the meeting at our expense and such meeting may be called by the holder so designated upon notice similar to that required for annual meetings of stockholders and shall be held at the place designated by the holder calling such meeting. We shall pay all costs and expenses of calling and holding any meeting and of electing directors, including, without limitation, the cost of preparing, reproducing and mailing the notice of such meeting, the cost of renting a room for such meeting to be held, and the cost of collecting and tabulating votes.

 

If and when all accumulated dividends on the Series A Preferred Stock and all other classes or series of preferred stock upon which like voting rights have been conferred and are exercisable shall have been paid in full, holders of shares of Series A Preferred Stock shall be divested of the voting rights set forth above (subject to re-vesting in the event of each and every preferred dividend default) and the term and office of such preferred stock directors so elected will terminate and the number of directors will be reduced accordingly.

 

Any preferred stock director may be removed at any time with or without cause by the vote of, and may not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of Series A Preferred Stock and other Parity Preferred Stock entitled to vote thereon when they have the voting rights described above (voting as a single class). So long as a preferred dividend default continues, any vacancy in the office of a preferred stock director may be filled by written consent of the preferred stock director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Series A Preferred Stock when they have the voting rights described above (voting as a single class with all other Parity Preferred Stock). The preferred stock directors shall each be entitled to one vote on any matter before our board of directors.

 

In addition, so long as any shares of Series A Preferred Stock remain outstanding, we will not, without the consent or the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock together with each other Parity Preferred Stock (voting together as a single class):

 

  ● authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of stock ranking senior to such Series A Preferred Stock with respect to distribution rights and rights upon our liquidation, dissolution or winding up, or reclassify any of our authorized capital stock into any such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or

 

  ● amend, alter or repeal the provisions of our amended and restated articles of incorporation, including the terms of the Series A Preferred Stock, whether by merger, consolidation, transfer or conveyance of all or substantially all of our assets or otherwise, so as to materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock,

 

except that with respect to the occurrence of any of the events described in the second bullet point immediately above, so long as the Series A Preferred Stock remains outstanding with the terms of the Series A Preferred Stock materially unchanged or the holders of shares of Series A Preferred Stock receive stock of the successor with substantially identical rights, taking into account that, upon the occurrence of an event described in the second bullet point above, we may not be the surviving entity, the occurrence of such event will not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock, and in such case such holders shall not have any voting rights with respect to the events described in the second bullet point immediately above. Furthermore, if holders of shares of the Series A Preferred Stock receive the greater of the full trading price of the Series A Preferred Stock on the date of an event described in the second bullet point immediately above or the $25.00 per share liquidation preference plus any accrued and unpaid dividends thereon pursuant to the occurrence of any of the events described in the second bullet point immediately above, then such holders shall not have any voting rights with respect to the events described in the second bullet point immediately above. If any event described in the second bullet point above would materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock disproportionately relative to other classes or series of preferred stock ranking on parity with the Series A Preferred Stock with respect to distribution rights and rights upon our liquidation, dissolution or winding up, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Series A Preferred Stock, voting separately as a class, will also be required.

 

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Holders of shares of Series A Preferred Stock will not be entitled to vote with respect to any increase in the total number of authorized shares of our common stock or preferred stock, any increase in the number of authorized shares of Series A Preferred Stock or the creation or issuance of any other class or series of capital stock, or any increase in the number of authorized shares of any other class or series of capital stock, in each case ranking on parity with or junior to the Series A Preferred Stock with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding up.

 

Holders of shares of Series A Preferred Stock will not have any voting rights with respect to, and the consent of the holders of shares of Series A Preferred Stock is not required for, the taking of any corporate action, including any merger or consolidation involving us or a sale of all or substantially all of our assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting powers or other rights or privileges of the Series A Preferred Stock, except as set forth above.

 

In addition, the voting provisions above will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required would occur, we have redeemed or called for redemption upon proper procedures all outstanding shares of Series A Preferred Stock.

 

In any matter in which Series A Preferred Stock may vote (as expressly provided in the Certificate of Designations setting forth the terms of the Series A Preferred Stock), each share of Series A Preferred Stock shall be entitled to one vote per $25.00 of liquidation preference. As a result, each share of Series A Preferred Stock will be entitled to one vote.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our Series A Preferred Stock is ClearTrust, LLC. ClearTrust, LLC’s address is 16540 Pointe Village Dr., Suite 210, Lutz, FL 33558 and its telephone number is (813) 235-4490.

 

Stock Exchange Listing

 

Our Series A Preferred Stock is listed for quotation on the Nasdaq Capital Market under the symbol “COMSP.”

 

DESCRIPTION OF WARRANTS

 

The following summary of certain terms and provisions of the warrants we registered under Section 12 of the Exchange Act (the “Warrants”) is not complete and is subject to, and qualified in its entirety by the provisions of the Warrant Agency Agreement between the Warrant Agent (as defined below) and us and the form of warrant attached thereto, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. We encourage you to read the Warrant Agency Agreement and the form of Warrant attached as an exhibit thereto for additional information.

 

Exercisability

 

The Warrants are exercisable at any time after their original issuance and at any time up to January 26, 2026. The Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to the warrant agent a duly executed exercise notice and payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering the issuance of the shares of common stock underlying the Warrants under the Securities Act is not effective or available, the holder may elect to exercise the Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Warrant. No fractional shares of common stock will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

 

Exercise Limitation 

 

A holder will not have the right to exercise any portion of the Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to us.

 

Exercise Price

 

The exercise price per share of common stock purchasable upon exercise of the Warrants is $450 per share. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

 

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Transferability

 

Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.

 

Stock Exchange Listing

 

The Warrants are listed for quotation on the Nasdaq Capital Market under the symbol “COMSW.”

 

Warrant Agent

 

The Warrants were issued in registered form under a warrant agency agreement between ClearTrust, LLC, as warrant agent (the “Warrant Agent”), and us. The Warrant Agent’s address is 16540 Pointe Village Dr., Suite 210, Lutz, FL 33558 and its telephone number is (813) 235-4490.

 

Fundamental Transactions

 

In the event of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction.

 

Rights as a Stockholder

 

Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our common stock, the holder of a warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the warrant.

 

Governing Law

 

The Warrants and the warrant agency agreement are governed by New York law.

 

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 EX-10.1 5 f10k2022ex10-1_comsovereign.htm COMSOVEREIGN HOLDING CORP. 2020 LONG-TERM INCENTIVE PLAN, AS AMENDED

Exhibit 10.1

 

COMSOVEREIGN HOLDING CORP.

 

2020 LONG-TERM INCENTIVE PLAN

 

1. Purpose. The purpose of the COMSovereign Holding Corp. 2020 Long-Term Incentive Plan (the “Plan”) is to further and promote the interests of COMSovereign Holding Corp. (the “Company”), its Subsidiaries and its stockholders by enabling the Company and its Subsidiaries to attract, retain and motivate employees, directors and consultants, or those who will become employees, directors or consultants, and to align the interests of those individuals and the Company’s stockholders. To do this, the Plan offers performance-based incentive awards and equity-based opportunities providing such employees, directors and consultants with a proprietary interest in maximizing the growth, profitability and overall success of the Company and its Subsidiaries.

 

2. Definitions. For purposes of the Plan, the following terms shall have the meanings set forth below:

 

2.1 “Award” means an award or grant made to a Participant under Sections 6, 7, 8 and/or 9 of the Plan.

 

2.2“Award Agreement” means the agreement executed by a Participant pursuant to Sections 3.2 and 15.7 of the Plan in connection with the granting of an Award.

 

2.3“Board” means the Board of Directors of the Company, as constituted from time to time.

 

2.4“Code” means the Internal Revenue Code of 1986, as in effect and as amended from time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.

 

2.5“Committee” means the Compensation Committee of the Board (or such other committee of the Board as may be established to administer the Plan, as described in Section 3 of the Plan), or if no such committee has been appointed or established, the Board.

 

2.6“Common Stock” means the Common Stock, par value $0.0001 per share, of the Company, or any security of the Company issued by the Company in substitution or exchange therefor.

 

2.7“Company” means COMSovereign Holding Corp., a Nevada corporation, or any successor entity to COMSovereign Holding Corp.

 

2.8“Exchange Act” means the Securities Exchange Act of 1934, as in effect and as amended from time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.

 

2.9“Fair Market Value” means on, or with respect to, any given date(s), the average of the highest and lowest market prices of the Common Stock, as reported on a public exchange for such date(s) or, if the Common Stock was not traded on such date(s), on the next preceding day or days on which the Common Stock was traded. If at any time the Common Stock is not traded on an exchange, the Fair Market Value of a share of the Common Stock shall be determined in good faith by the Board and such determination shall be conclusive and binding on all persons.

 

2.10“Incentive Stock Option” means any stock option granted pursuant to the provisions of Section 6 of the Plan (and the relevant Award Agreement) that is intended to be (and is specifically designated as) an “incentive stock option” within the meaning of Section 422 of the Code.

 

2.11“Non-Employee Director” means a director serving on the Board who is a “non-employee director” within the meaning of SEC Rule 16b-3(b)(3).

 

2.12“Non-Qualified Stock Option” means any stock option granted pursuant to the provisions of Section 6 of the Plan (and the relevant Award Agreement) that is not (and is specifically designated as not being) an Incentive Stock Option.

 

2.13“Participant” means any individual who is selected from time to time under Section 5 to receive an Award under the Plan.

 

2.14“Performance Units” means the monetary units granted under Section 9 of the Plan and the relevant Award Agreement.

 

2.15“Plan” means the COMSovereign Holding Corp. 2020 Long-Term Incentive Plan, as set forth herein and as in effect and as amended from time to time (together with any rules and regulations promulgated by the Committee with respect thereto).

 

2.16“Restricted Shares” means the restricted shares of Common Stock granted pursuant to the provisions of Section 8 of the Plan and the relevant Award Agreement.

 

2.17“Stock Appreciation Right” means an Award described in Section 7.2 of the Plan and granted pursuant to the provisions of Section 7 of the Plan.

 

2.18“Subsidiary(ies)” means any corporation (other than the Company), trust, partnership or limited liability company in an unbroken chain of entities, including and beginning with the Company, if each of such entities, other than the last entity in the unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of the voting shares, partnership, beneficial or membership interests in one of the other entities in such chain.

 

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3. Administration.

 

3.1 The Committee. The Plan shall be administered by the Committee. Subject to the last sentence of this Section 3.1, the Committee shall be appointed from time to time by the Board and shall be comprised of not less than two (2) of the then members of the Board who are Non-Employee Directors. Consistent with the Bylaws of the Company, members of the Committee shall serve at the pleasure of the Board and the Board, subject to the immediately preceding sentence, may at any time and from time to time remove members from, or add members to, the Committee. In the event that the Board has not appointed the Committee, then the Board shall have all the powers of the Committee under the Plan.

 

3.2 Plan Administration and Plan Rules. The Committee is authorized to construe and interpret the Plan and to promulgate, amend and rescind rules and regulations relating to the implementation, administration and maintenance of the Plan. Subject to the terms and conditions of the Plan, the Committee shall make all determinations necessary or advisable for the implementation, administration and maintenance of the Plan including, without limitation, (a) selecting the Plan’s Participants, (b) making Awards in such amounts and form as the Committee shall determine, (c) imposing such restrictions, terms and conditions upon such Awards as the Committee shall deem appropriate, and (d) correcting any technical defect(s) or technical omission(s), or reconciling any technical inconsistency(ies), in the Plan and/or any Award Agreement. The Committee may designate persons other than members of the Committee to carry out the day-to-day ministerial administration of the Plan under such conditions and limitations as it may prescribe, except that the Committee shall not delegate its authority with regard to the selection for participation in the Plan and/or the granting of any Awards to Participants. The Committee’s determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration, implementation or maintenance of the Plan shall be final, conclusive and binding upon all Participants and any person(s) claiming under or through any Participants. The Company shall effect the granting of Awards under the Plan, in accordance with the determinations made by the Committee, by execution of written agreements and/or other instruments in such form as is approved by the Committee. The Committee may, in its sole discretion, delegate its authority to one or more senior executive officers for the purpose of making Awards to Participants who are not subject to Section 16 of the Exchange Act.

 

3.3 Liability Limitation. Neither the Board nor the Committee, nor any member of either, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan (or any Award Agreement), and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage which may be in effect from time to time.

 

4. Term of Plan/Common Stock Subject to Plan.

 

4.1 Term. Unless terminated earlier by the Board, the Plan shall terminate on May 1, 2030, except with respect to Awards then outstanding. After such date no further Awards shall be granted under the Plan.

 

4.2 Common Stock. The maximum number of shares of Common Stock in respect of which Awards may be granted or paid out under the Plan, subject to adjustment as provided in Section 13.2 of the Plan, shall not exceed eight million three hundred thirty three thousand and three hundred thirty four (8,333,334) shares (on a January 21, 2021 post reverse-split basis); all of which may be issued pursuant to the exercise of Incentive Stock Options. In the event of a change in the Common Stock of the Company that is limited to a change in the designation thereof to “Capital Stock” or other similar designation, or to a change in the par value thereof, or from par value to no par value, without increase or decrease in the number of issued shares, the shares resulting from any such change shall be deemed to be the Common Stock for purposes of the Plan. Common Stock which may be issued under the Plan may be either authorized and unissued shares or issued shares which have been reacquired by the Company (in the open-market or in private transactions) and which are being held as treasury shares. No fractional shares of Common Stock shall be issued under the Plan.

 

4.3 Computation of Available Shares. For the purpose of computing the total number of shares of Common Stock available for Awards under the Plan, there shall be counted against the limitations set forth in Section 4.2 of the Plan the maximum number of shares of Common Stock potentially subject to issuance upon exercise or settlement of Awards granted under Sections 6 and 7 of the Plan, the number of shares of Common Stock issued under grants of Restricted Shares pursuant to Section 8 of the Plan and the maximum number of shares of Common Stock potentially issuable under grants or payments of Performance Units pursuant to Section 9 of the Plan, in each case determined as of the date on which such Awards are granted. If any Awards expire unexercised or are forfeited, surrendered, cancelled, terminated or settled in cash in lieu of Common Stock, the shares of Common Stock which were theretofore subject (or potentially subject) to such Awards shall again be available for Awards under the Plan to the extent of such expiration, forfeiture, surrender, cancellation, termination or settlement of such Awards.

 

5. Eligibility. Individuals eligible for Awards under the Plan shall consist of employees, directors and consultants, or those who will become employees, directors or consultants, of the Company and/or its Subsidiaries whose performance or contribution, in the sole discretion of the Committee, benefits or will benefit the Company or any Subsidiary. Notwithstanding the above, Incentive Stock Options may only be granted to employees of the Company.

 

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6. Stock Options.

 

6.1 Terms and Conditions. Stock options granted under the Plan shall be in respect of Common Stock and may be in the form of Incentive Stock Options or Non-Qualified Stock Options (sometimes referred to collectively herein as the “Stock Option(s)”). All Stock Options shall be separately designated Incentive Stock Options or Non-Qualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if a Stock Option designated as an Incentive Stock Option fails to qualify as such at any time or if a Stock Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Stock Option do not satisfy the requirements of Section 409A of the Code. Such Stock Options shall be subject to the terms and conditions set forth in this Section 6 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.

  

6.2 Grant. Stock Options may be granted under the Plan in such form as the Committee may from time to time approve. Stock Options may be granted alone or in addition to other Awards under the Plan or in tandem with Stock Appreciation Rights. Special provisions shall apply to Incentive Stock Options granted to any employee who owns (within the meaning of Section 422(b)(6) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent corporation or any subsidiary of the Company, within the meaning of Sections 424(e) and (f) of the Code (a “10% Stockholder”).

 

6.3 Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee; provided, however, that the exercise price of a Stock Option shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the date of the grant of such Stock Option; provided, further, however, that, in the case of a 10% Stockholder, the exercise price of an Incentive Stock Option shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant. This Section 6.3 shall not apply to a Stock Option granted pursuant to the assumption of, or substitution for, another security in a manner that complies with section 424(a) of the Code (whether or not the Stock Option is an Incentive Stock Option).

 

6.4 Term. The term of each Stock Option shall be such period of time as is fixed by the Committee; provided, however, that the term of any Incentive Stock Option shall not exceed ten (10) years (five (5) years, in the case of a 10% Stockholder) after the date immediately preceding the date on which the Incentive Stock Option is granted.

 

6.5 Method of Exercise. A Stock Option may be exercised, in whole or in part, by giving written notice of exercise to the Secretary of the Company, or the Secretary’s designee, specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the exercise price (and applicable tax withholding) in cash, by certified check, bank draft, or money order payable to the order of the Company, or, if permitted by the Committee in its sole discretion, by delivery of shares of Common Stock satisfying such requirements as the Committee shall establish, or through such other mechanism as the Committee shall permit, in its sole discretion. Payment instruments shall be received by the Company subject to collection. The proceeds received by the Company upon exercise of any Stock Option may be used by the Company for general corporate purposes. Any portion of a Stock Option that is exercised may not be exercised again.

 

6.6 Tandem Grants. If Non-Qualified Stock Options and Stock Appreciation Rights are granted in tandem, as designated in the relevant Award Agreements, the right of a Participant to exercise any such tandem Stock Option shall terminate to the extent that the shares of Common Stock subject to such Stock Option are used to calculate amounts or shares receivable upon the exercise of the related tandem Stock Appreciation Right.

 

6.7 Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its affiliates) exceeds $100,000, the Stock Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.

 

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7. Stock Appreciation Rights.

 

7.1 Terms and Conditions. The grant of Stock Appreciation Rights under the Plan shall be subject to the terms and conditions set forth in this Section 7 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.

 

7.2 Stock Appreciation Rights. A Stock Appreciation Right is an Award granted with respect to a specified number of shares of Common Stock entitling a Participant to receive an amount equal to the excess of the Fair Market Value of a share of Common Stock on the date of exercise over the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, multiplied by the number of shares of Common Stock with respect to which the Stock Appreciation Right shall have been exercised.

 

7.3 Grant. A Stock Appreciation Right may be granted in addition to any other Award under the Plan or in tandem with or independent of a Non-Qualified Stock Option.

 

7.4 Date of Exercisability. In respect of any Stock Appreciation Right granted under the Plan, unless otherwise (a) determined by the Committee (in its sole discretion) at any time and from time to time in respect of any such Stock Appreciation Right, or (b) provided in the Award Agreement, a Stock Appreciation Right may be exercised by a Participant, in accordance with and subject to all of the procedures established by the Committee, in whole or in part at any time and from time to time during its specified term. The Committee may also provide, as set forth in the relevant Award Agreement and without limitation, that some Stock Appreciation Rights shall be automatically exercised and settled on one or more fixed dates specified therein by the Committee.

 

7.5 Form of Payment. Upon exercise of a Stock Appreciation Right, payment may be made in cash, in Restricted Shares or in shares of unrestricted Common Stock, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide in the relevant Award Agreement.

 

7.6 Tandem Grant. The right of a Participant to exercise a tandem Stock Appreciation Right shall terminate to the extent such Participant exercises the Non-Qualified Stock Option to which such Stock Appreciation Right is related.

 

8. Restricted Shares.

 

8.1 Terms and Conditions. Grants of Restricted Shares shall be subject to the terms and conditions set forth in this Section 8 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement. Restricted Shares may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number of Restricted Shares to be granted to a Participant and the Committee may provide or impose different terms and conditions on any particular Restricted Share grant made to any Participant. With respect to each Participant receiving an Award of Restricted Shares, there shall be issued a stock certificate (or certificates) in respect of such Restricted Shares. Such stock certificate(s) shall be registered in the name of such Participant, shall be accompanied by a stock power duly executed by such Participant, and shall bear, among other required legends, the following legend:

 

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including, without limitation, forfeiture events) contained in the COMSovereign Holding Corp. 2020 Long-Term Incentive Plan and an Award Agreement entered into between the registered owner hereof and COMSovereign Holding Corp. Copies of such Plan and Award Agreement are on file in the office of the Secretary of COMSovereign Holding Corp. COMSovereign Holding Corp. will furnish to the recordholder of the certificate, without charge and upon written request at its principal place of business, a copy of such Plan and Award Agreement. COMSovereign Holding Corp. reserves the right to refuse to record the transfer of this certificate until all such restrictions are satisfied, all such terms are complied with and all such conditions are satisfied.”

 

Such stock certificate evidencing such shares shall, in the sole discretion of the Committee, be deposited with and held in custody by the Company until the restrictions thereon shall have lapsed and all of the terms and conditions applicable to such grant shall have been satisfied.

 

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8.2 Restricted Share Grants. A grant of Restricted Shares is an Award of shares of Common Stock granted to a Participant, subject to such restrictions, terms and conditions as the Committee deems appropriate, including, without limitation, (a) restrictions on the sale, assignment, transfer, hypothecation or other disposition of such shares, (b) the requirement that the Participant deposit such shares with the Company while such shares are subject to such restrictions, and (c) the requirement that such shares be forfeited upon termination of employment or service with the Company for any reason or for specified reasons within a specified period of time or for other reasons (including, without limitation, the failure to achieve designated performance goals).

 

8.3 Restriction Period. In accordance with Sections 8.1 and 8.2 of the Plan and unless otherwise determined by the Committee (in its sole discretion) at any time and from time to time, Restricted Shares shall only become unrestricted and vested in the Participant in accordance with such vesting schedule relating to such Restricted Shares, if any, as the Committee may establish in the relevant Award Agreement (the “Restriction Period”). During the Restriction Period, such stock shall be and remain unvested and a Participant may not sell, assign, transfer, pledge, encumber or otherwise dispose of or hypothecate such Award. Upon satisfaction of the vesting schedule and any other applicable restrictions, terms and conditions, the Participant shall be entitled to receive payment of the Restricted Shares or a portion thereof, as the case may be, as provided in Section 8.4 of the Plan.

 

8.4 Payment of Restricted Share Grants. After the satisfaction and/or lapse of the restrictions, terms and conditions established by the Committee in respect of a grant of Restricted Shares, a new certificate, without the legend set forth in Section 8.1 of the Plan, for the number of shares of Common Stock which are no longer subject to such restrictions, terms and conditions shall, as soon as practicable thereafter, be delivered to the Participant, provided that the removal of such legend is permitted by applicable federal and state securities laws.

 

8.5 Stockholder Rights. A Participant shall have, with respect to the shares of Common Stock underlying a grant of Restricted Shares, all of the rights of a stockholder of such stock (except as such rights are limited or restricted under the Plan or in the relevant Award Agreement). Any stock dividends paid in respect of unvested Restricted Shares shall be treated as additional Restricted Shares and shall be subject to the same restrictions and other terms and conditions that apply to the unvested Restricted Shares in respect of which such stock dividends are issued.

 

9. Performance Units.

 

9.1 Terms and Conditions. Performance Units shall be subject to the terms and conditions set forth in this Section 9 and any additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.

 

9.2 Performance Unit Grants. A Performance Unit is an Award of units (with each unit representing such monetary amount as is designated by the Committee in the Award Agreement) granted to a Participant, subject to such terms and conditions as the Committee deems appropriate, including, without limitation, the requirement that the Participant forfeit such units (or a portion thereof) in the event certain performance criteria or other conditions are not met within a designated period of time.

 

9.3 Grants. Performance Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number of Performance Units to be granted to a Participant and the Committee may impose different terms and conditions on any particular Performance Units granted to any Participant.

 

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9.4 Performance Goals and Performance Periods. Participants receiving a grant of Performance Units shall only earn into and be entitled to payment in respect of such Awards if the Company and/or the Participant achieves certain performance goals (the “Performance Goals”) during and in respect of a designated performance period (the “Performance Period”). The Performance Goals and the Performance Period shall be established by the Committee, in its sole discretion. The Committee shall establish Performance Goals for each Performance Period prior to, or as soon as practicable after, the commencement of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units setting forth the portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, such measures as total stockholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons to peer companies, individual or aggregate Participant performance or such other measure or measures of performance as the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning by the Committee (in its sole discretion). During any Performance Period, the Committee shall have the authority to adjust the Performance Goals and/or the Performance Period in such manner as the Committee, in its sole discretion, deems appropriate at any time and from time to time.

 

9.5 Payment of Units. With respect to each Performance Unit, the Participant shall, if the applicable Performance Goals have been achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company and/or the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value of each Performance Unit times the number of such units so earned. Payment in settlement of earned Performance Units shall be made as soon as practicable following the conclusion of the respective Performance Period in cash, in unrestricted Common Stock, or in Restricted Shares, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide in the relevant Award Agreement.

 

10. Other Provisions.

 

10.1 Performance-Based Awards. Performance Units, Restricted Shares, and other Awards subject to performance criteria shall be paid solely on account of the attainment of one or more pre-established performance goals. Until otherwise determined by the Committee, the performance goals shall be the attainment of pre-established levels of any of net income, market price per share, earnings per share, return on equity, return on capital employed and/or cash flow, regulatory approval of products, strategic alliances and joint ventures and patent issuances.

 

11. Dividend Equivalents. In addition to the provisions of Section 8.5 of the Plan, Awards of Stock Options, and/or Stock Appreciation Rights, may, in the sole discretion of the Committee and if provided for in the relevant Award Agreement, earn dividend equivalents. In respect of any such Award which is outstanding on a dividend record date for Common Stock, the Participant shall be credited with an amount equal to the amount of cash or stock dividends that would have been paid on the shares of Common Stock covered by such Award had such covered shares been issued and outstanding on such dividend record date. The Committee shall establish such rules and procedures governing the crediting of such dividend equivalents, including, without limitation, the amount, timing, form of payment and payment contingencies and/or restrictions of such dividend equivalents, as it deems appropriate or necessary.

 

12. Non-transferability of Awards. Unless otherwise provided in the Award Agreement, no Award under the Plan or any Award Agreement, and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged, or otherwise hypothecated or disposed of by a Participant or any beneficiary(ies) of any Participant, except by testamentary disposition by the Participant or the laws of intestate succession. No such interest shall be subject to execution, attachment or similar legal process, including, without limitation, seizure for the payment of the Participant’s debts, judgments, alimony, or separate maintenance. Unless otherwise provided in the Award Agreement, during the lifetime of a Participant, Stock Options and Stock Appreciation Rights are exercisable only by the Participant.

 

13. Changes in Capitalization and Other Matters.

 

13.1 No Corporate Action Restriction. The existence of the Plan, any Award Agreement and/or the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Company’s or any Subsidiary’s capital structure or its business, (b) any merger, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Company’s or any Subsidiary’s capital stock or the rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the Company’s or any Subsidiary’s assets or business, or (f) any other corporate act or proceeding by the Company or any Subsidiary. No Participant, beneficiary or any other person shall have any claim against any member of the Board or the Committee, the Company or any Subsidiary, or any employees, officers, stockholders or agents of the Company or any subsidiary, as a result of any such action.

 

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13.2 Recapitalization Adjustments. In the event that the Board determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other corporate transaction or event affects the Common Stock such that an adjustment is determined by the Board, in its sole discretion, to be necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, the Board may, in such manner as it in good faith deems equitable, adjust any or all of (i) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the exercise price with respect to any Stock Option, or make provision for an immediate cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award.

 

13.3 Mergers. If the Company enters into or is involved in any merger, reorganization, recapitalization, sale of all or substantially all of the Company’s assets, liquidation, or business combination with any person or entity (such merger, reorganization, recapitalization, sale of all or substantially all of the Company’s assets, liquidation, or business combination to be referred to herein as a “Merger Event”), the Board may take such action as it deems appropriate, including, but not limited to, replacing such Stock Options with substitute stock options and/or stock appreciation rights in respect of the shares, other securities or other property of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any affected Stock Options or Stock Appreciation Rights granted hereunder as of the date of the consummation of the Merger Event. Notwithstanding anything to the contrary in the Plan, if any Merger Event occurs, the Company shall have the right, but not the obligation, to cancel each Participant’s Stock Options and/or Stock Appreciation Rights and to pay to each affected Participant in connection with the cancellation of such Participant’s Stock Options and/or Stock Appreciation Rights, an amount equal to the excess of the Fair Market Value, as determined by the Board, of the Common Stock underlying any unexercised Stock Options or Stock Appreciation Rights (whether then exercisable or not) over the aggregate exercise price of such unexercised Stock Options and/or Stock Appreciation Rights.  In the case of any Stock Option or Stock Appreciation Right with an exercise price that equals or exceeds the price paid for a share of Common Stock in connection with the Merger Event, the Committee may cancel the Stock Option or Stock Appreciation Right without the payment of consideration therefor.

 

Upon receipt by any affected Participant of any such substitute stock options, stock appreciation rights (or payment) as a result of any such Merger Event, such Participant’s affected Stock Options and/or Stock Appreciation Rights for which such substitute options and/or stock appreciation rights (or payment) were received shall be thereupon cancelled without the need for obtaining the consent of any such affected Participant.

 

14. Amendment, Suspension and Termination.

 

14.1 In General. The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan at any time and from time to time in such respects as the Board may deem advisable to insure that any and all Awards conform to or otherwise reflect any change in applicable laws or regulations, or to permit the Company or the Participants to benefit from any change in applicable laws or regulations, or in any other respect the Board may deem to be in the best interests of the Company or any Subsidiary. No such amendment, suspension or termination shall (x) materially adversely affect the rights of any Participant under any outstanding Stock Options, Stock Appreciation Rights, Performance Units, or Restricted Share grants, without the consent of such Participant, (y) increase the number of shares available for Awards pursuant to Section 4.2, or (z) change the performance criteria listed in Section 10.1, without stockholder approval; provided, however, that the Board may amend the Plan, without the consent of any Participants, in any way it deems appropriate to satisfy Code Section 409A and any regulations or other authority promulgated thereunder, including any amendment to the Plan to cause certain Awards not to be subject to Code Section 409A.

 

14.2 Award Agreement Modifications. The Committee may (in its sole discretion) amend or modify at any time and from time to time the terms and provisions of any outstanding Stock Options, Stock Appreciation Rights, Performance Units, or Restricted Share grants, in any manner to the extent that the Committee under the Plan or any Award Agreement could have initially determined the restrictions, terms and provisions of such Stock Options, Stock Appreciation Rights, Performance Units, and/or Restricted Share grants, including, without limitation, changing or accelerating (a) the date or dates as of which such Stock Options or Stock Appreciation Rights shall become exercisable, (b) the date or dates as of which such Restricted Share grants shall become vested, or (c) the performance period or goals in respect of any Performance Units. No such amendment or modification shall, however, materially adversely affect the rights of any Participant under any such Award without the consent of such Participant; provided, however, that the Committee may amend an Award without the consent of the Participant, in any way it deems appropriate to satisfy Code Section 409A and any regulations or other authority promulgated thereunder, including any amendment to or modification of such Award to cause such Award not to be subject to Code Section 409A.

 

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15. Miscellaneous.

 

15.1 Tax Withholding. The Company shall have the right to deduct from any payment or settlement under the Plan, including, without limitation, the exercise of any Stock Option or Stock Appreciation Right, or the delivery, transfer or vesting of any Common Stock or Restricted Shares, any federal, state, local or other taxes of any kind which the Committee, in its sole discretion, deems necessary to be withheld to comply with the Code and/or any other applicable law, rule or regulation. Shares of Common Stock may be used to satisfy any such tax withholding. Such Common Stock shall be valued based on the Fair Market Value of such stock as of the date the tax withholding is required to be made, such date to be determined by the Committee. In addition, the Company shall have the right to require payment from a Participant to cover any applicable withholding or other employment taxes due upon any payment or settlement under the Plan.

 

15.2 No Right to Employment or Continuing Relationship. Neither the adoption of the Plan, the granting of any Award, nor the execution of any Award Agreement, shall confer upon any employee, director, or consultant of the Company or any Subsidiary any right to continued employment, directorship, or consulting relationship with the Company or any Subsidiary, as the case may be, nor shall it interfere in any way with the right, if any, of the Company or any Subsidiary to terminate the employment, directorship, or consulting relationship of any employee, director, or consultant at any time for any reason, even if such termination adversely affects such Participant’s Awards.

 

15.3 Unfunded Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets in connection with any Awards under the Plan. Any liability of the Company to any person with respect to any Award under the Plan or any Award Agreement shall be based solely upon the contractual obligations that may be created as a result of the Plan or any such award or agreement. No such obligation of the Company shall be deemed to be secured by any pledge of, encumbrance on, or other interest in, any property or asset of the Company or any Subsidiary. Nothing contained in the Plan or any Award Agreement shall be construed as creating in respect of any Participant (or beneficiary thereof or any other person) any equity or other interest of any kind in any assets of the Company or any Subsidiary or creating a trust of any kind or a fiduciary relationship of any kind between the Company, any Subsidiary and/or any such Participant, any beneficiary thereof or any other person.

 

15.4 Payments to a Trust. The Committee is authorized to cause to be established a trust agreement or several trust agreements or similar arrangements from which the Committee may make payments of amounts due or to become due to any Participants under the Plan.

 

15.5 Other Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary unless expressly provided in such other plans or arrangements, or except where the Board expressly determines in writing that inclusion of an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive annual base salary or other cash compensation. Awards under the Plan may be made in addition to, in combination with, or as alternatives to, grants, awards or payments under any other plans or arrangements of the Company or its Subsidiaries. The existence of the Plan notwithstanding, the Company or any Subsidiary may adopt such other compensation plans or programs and additional compensation arrangements as it deems necessary to attract, retain and motivate employees.

 

15.6 Listing, Registration and Other Legal Compliance. No Awards or shares of the Common Stock shall be required to be issued or granted under the Plan unless legal counsel for the Company shall be satisfied that such issuance or grant will be in compliance with all applicable federal and state securities laws and regulations and any other applicable laws or regulations. The Committee may require, as a condition of any payment or share issuance, that certain agreements, undertakings, representations, certificates, and/or information, as the Committee may deem necessary or advisable, be executed or provided to the Company to assure compliance with all such applicable laws or regulations. Certificates for shares of the Restricted Shares and/or Common Stock delivered under the Plan may be subject to such stock-transfer orders and such other restrictions as the Committee may deem advisable under the rules, regulations, or other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law. In addition, if, at any time specified herein (or in any Award Agreement or otherwise) for (a) the making of any Award, or the making of any determination, (b) the issuance or other distribution of Restricted Shares and/or Common Stock, or (c) the payment of amounts to or through a Participant with respect to any Award, any law, rule, regulation or other requirement of any governmental authority or agency shall require either the Company, any Subsidiary or any Participant (or any estate, designated beneficiary or other legal representative thereof) to take any action in connection with any such determination, any such shares to be issued or distributed, any such payment, or the making of any such determination, as the case may be, shall be deferred until such required action is taken. With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the Exchange Act.

 

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15.7 Award Agreements. Each Participant receiving an Award under the Plan shall enter into an Award Agreement with the Company in a form specified by the Committee. Each such Participant shall agree to the restrictions, terms and conditions of the Award set forth therein and in the Plan.

 

15.8 Designation of Beneficiary. Each Participant to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any option or to receive any payment which under the terms of the Plan and the relevant Award Agreement may become exercisable or payable on or after the Participant’s death. At any time, and from time to time, any such designation may be changed or cancelled by the Participant without the consent of any such beneficiary. Any such designation, change or cancellation must be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no beneficiary has been designated by a deceased Participant, or if the designated beneficiaries have predeceased the Participant, the beneficiary shall be the Participant’s estate. If the Participant designates more than one beneficiary, any payments under the Plan to such beneficiaries shall be made in equal shares unless the Participant has expressly designated otherwise, in which case the payments shall be made in the shares designated by the Participant.

 

15.9 Leaves of Absence/Transfers. The Committee shall have the power to promulgate rules and regulations and to make determinations, as it deems appropriate, under the Plan in respect of any leave of absence from the Company or any Subsidiary granted to a Participant. Without limiting the generality of the foregoing, the Committee may determine whether any such leave of absence shall be treated as if the Participant has terminated employment with the Company or any such Subsidiary. If a Participant transfers within the Company, or to or from any Subsidiary, such Participant shall not be deemed to have terminated employment as a result of such transfers.

 

15.10 Clawback. Notwithstanding any other provisions in this Plan, the Company may cancel any Award, require reimbursement of any Award by a Participant, and effect any other right of recoupment of equity or other compensation provided under the Plan in accordance with any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, a Participant may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or an Award Agreement, in accordance with the Clawback Policy. By accepting an Award, the Participant is agreeing to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law or stock exchange listing requirements).

 

15.11 Code Section 409A. This Plan and all Awards hereunder are intended to comply with the requirements of Code Section 409A and any regulations or other authority promulgated thereunder. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, the Board and the Committee reserve the right (without the consent of any Participant and without any obligation to do so or to indemnify any Participant or the beneficiaries of any Participant for any failure to do so) to amend this Plan and/or any Award Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Code Section 409A after the date hereof without violating Code Section 409A. In the event that any payment or benefit made hereunder would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning of Code Section 409A and, at the time of a Participant’s “separation from service”, such Participant is a “specified employee” within the meaning of Code Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of such Participant’s “separation from service”. Each payment made under this Plan shall be designated as a “separate payment” within the meaning of Code Section 409A.

 

15.12 Governing Law. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to the principles of conflict of laws thereof. Any titles and headings herein are for reference purposes only, and shall in no way limit, define or otherwise affect the meaning, construction or interpretation of any provisions of the Plan.

 

15.13 Effective Date. The Plan shall be effective upon its approval by the Board and adoption by the Company, subject to the approval of the Plan by the Company’s stockholders in accordance with Section 422 of the Code. If such stockholder approval is not obtained, the Plan and any awards granted under the Plan shall be null and void and of no force and effect.

 

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IN WITNESS WHEREOF, this Plan is adopted by the Company on the 6th day of May, 2020, as amended on the 25th day of June, 2021, and on the 8th day of February, 2023.

 

  COMSOVEREIGN HOLDING CORP.
     
  By: /s/ David A. Knight
  Name:  David A. Knight
  Title: Chief Executive Officer

 

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 EX-14 6 f10k2022ex14_comsovereign.htm CODE OF BUSINESS CONDUCT AND ETHICS

Exhibit 14

 

 

CODE OF BUSINESS CONDUCT AND ETHICS

 

(Adopted by the Board of Directors on 12/22/2020)

 

The Board of Directors of COMSovereign Holding Corp. (with subsidiaries, the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code of Conduct”) to: (1) promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; (2) promote full, fair, accurate, timely and understandable disclosure; (3) promote compliance with applicable laws and governmental rules and regulations; (4) ensure the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and (4) deter wrongdoing.

 

All directors, officers and employees of the Company are expected to be familiar with this Code and to adhere to those principles and procedures set forth in this Code that apply to them. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules, or regulations, we adhere to these higher standards.

 

While this Code is designed to provide helpful general principles, it is not intended to address every specific situation. Nevertheless, in every instance, personnel of the Company must act honestly, fairly, and with a view towards “doing the right thing.” Therefore, dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced in this Code.

 

This Code serves as the Company’s “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

 

1. Honest and Candid Conduct

 

Each director, officer and employee owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid.

 

Each director, officer and employee must:

 

●act with integrity, including being honest and candid while still maintaining the confidentiality of information where required or consistent with the Company’s policies;

 

●observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Company policies; and

 

●adhere to a high standard of business ethics.

 

2. Conflicts of Interest

 

A “conflict of interest” occurs when an individual’s private interest interferes or appears to interfere with the interests of the Company. A conflict of interest can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. For example, a conflict of interest would arise if a director, officer or employee, or a member or his or her family, receives improper personal benefits as a result of his or her position in the Company.

 

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In particular, conflict of interest situations involving directors, officers and other employees who occupy supervisory positions or who have discretionary authority in dealing with any third party specified below may include the following:

 

●any significant ownership interest in any customer, supplier or competitor;

 

●any consulting or employment relationship with any customer, supplier or competitor;

 

●any outstanding loans or guarantees of personal obligations from or to any customer, supplier or competitor of the Company;

 

●any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company;

 

●the receipt of non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings;

 

●being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member; and

 

●selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable directors, officers or employees are permitted to so purchase or sell.

 

Anything that would present a conflict for a director, officer or employee would likely also present a conflict if it is related to a member of his or her family.

 

Conflicts of interest are prohibited as a matter of corporate policy, except under guidelines adopted by or as otherwise approved by the Board of Directors or the Audit Committee of the Board of Directors. Conflicts of interest may not always be clear-cut, so if a director, officer or employee has a question, he or she should consult with one of the following: the Chief Executive Officer or the Chief Financial Officer (each a “Senior Officer,” and together, the “Senior Officers”). Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of one of the Senior Officers.

 

3. Disclosure

 

Each director, officer or employee involved in the Company’s disclosure process, including the Senior Officers, is required to be familiar with and comply with the Company’s disclosure controls and procedures and internal controls over financial reporting, to the extent relevant to his or her area of responsibility, so that the Company’s public reports and documents filed with the Securities and Exchange Commission (“SEC”) comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each such person having direct or supervisory authority regarding these SEC filings or the Company’s other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

 

Each director, officer or employee who is involved in the Company’s disclosure process, including without limitation the Senior Officers, must:

 

●familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company;

 

●not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations;

 

●properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others);

 

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●comply with rules and regulations of federal, state, provincial, local and overseas governments, as well as those of other appropriate private and public regulatory agencies that affect the conduct of the Company’s business and the Company’s financial reporting; and

 

●provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in reports and documents filed with or submitted to the SEC or used in other public communications by the Company.

 

4. Compliance with Laws

 

All directors, officers and employees of the Company should respect and comply with all of the laws, rules and regulations of the United States and other countries, and the states, counties, cities and other jurisdictions, in which the Company conducts its business or any other laws, rules and regulations of which are applicable to the Company. Please also refer to “Section XVII Insider Trading” below for a discussion of insider trading prohibitions.

 

This Code does not summarize all laws, rules and regulations applicable to the Company and its employees, officers and directors. Please consult with one of the Senior Officers with any specific questions regarding compliance with laws.

 

5. Research and Development; Regulatory Compliance

 

The research and development of telecommunication and drone products is subject to a number of legal and regulatory requirements, including standards related to ethical research procedures and proper scientific conduct. We expect employees to comply with all such requirements.

 

6. Interactions with the Government

 

In the course of performing their duties for the Company, directors, officers and employees may interact with the United States, state and local governments and the governments of foreign countries. The Company is committed to conducting its business with all governments and their representatives with the highest standards of business ethics and in compliance with all applicable laws and regulations, including the special requirements that apply to communications with governmental bodies that may have regulatory authority over our products and operations, and to communicate regarding government contracts and government transactions. In interactions with the government, directors, officers and employees should:

 

●Be forthright and candid at all times. No director, officer or employee should intentionally misstate or omit any material information from any written or oral communication with the government.

 

●Ensure that all required written submissions are made to the government and are timely, and that all written submissions, whether voluntary or required, satisfy applicable laws and regulations.

 

●Directors, officers and employees should not offer or exchange any gifts, gratuities or favors with, or pay for meals, entertainment, travel or other similar expenses for, government employees.

 

If a director’s, officer’s or employee’s responsibilities include interacting with the government, he or she is expected to understand and comply with the special laws, rules and regulations that apply to his or her job position as well as with any applicable standard operating procedures that the Company has implemented. If any doubt exists about whether a course of action is lawful, directors, officers and employees should seek advice immediately from a supervisor and a Senior Officer.

 

3

 

 

Officers and employees with responsibilities in the areas governed by the Communications Act and FCC rules and regulations, commercial drone regulations (Part 107) under the U.S. Federal Aviation Administration (the “FAA”), import and export control, such as the International Traffic in Arms Regulations (“ITAR”) and regulations, and the Foreign Corrupt Practices Act and similar anti-bribery and anti-kickback laws and regulations, are required to understand and comply with these laws and regulations. These officers and employees are expected to have a thorough understanding of the laws, regulations and other relevant standards applicable to their job positions, and to comply with those requirements. Officers and employees should consult any applicable standard operating procedures that the Company has implemented in order to understand and comply with the requirements of applicable laws and regulations. If any doubt exists regarding whether a job position or a particular course of action is governed by these laws and regulations, directors, officers and employees should seek advice immediately from a supervisor and a Senior Officers.

 

In addition to the above, directors, officers and employees must obtain approval from a Senior Officer for any work activity that requires communication with any member or employee of a legislative body or with any government official or employee. Work activities covered by this policy include meetings with legislators or members of their staffs or with senior executive branch officials on behalf of the Company. Preparation, research and other background activities that are done in support of lobbying type communication are also covered by this policy even if the communication ultimately is not made. If any doubt exists about whether a given work activity would be considered covered by this provision, directors, officers and employees should seek advice immediately from a supervisor and the Senior Officers.

 

7. Corporate Opportunities

 

Directors, officers and employees owe a duty to the Company to advance the Company’s business interests when the opportunity to do so arises. Directors, officers and employees are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down. More generally, directors, officers and employees are prohibited from using corporate property, information or position for personal gain and from competing with the Company.

 

Sometimes the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. Directors, officers and employees who intend to make use of corporate property or services in a manner not solely for the benefit of the Company should consult beforehand with one of the Senior Officers.

 

8. Confidentiality

 

In carrying out the Company’s business, directors, officers and employees often learn confidential or proprietary information about the Company, its customers, suppliers, or joint venture parties. Directors, officers and employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of the Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.

 

9. Fair Dealing

 

The Company does not seek competitive advantages through illegal or unethical business practices. Each director, officer and employee should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

 

4

 

 

The Company is committed to dealing with all third parties fairly, honestly and with integrity. Specifically, directors, officers and employees should keep the following guidelines in mind when representing the Company to a third party:

 

●Information we supply should be accurate and complete to the best of our knowledge. Directors, officers and employees should never deliberately misrepresent information about our products or the Company;

 

●Employees should always be cognizant of the potential confidential nature of the Company’s information and should take appropriate precautions to protect it;

 

●Employees should not provide or accept entertainment or other benefits that could be viewed as an inducement to or a reward for purchase decisions. Please see “Gifts and Entertainment” below for additional guidelines in this area; and

 

●Directors, officers and employees must handle the nonpublic information of our vendors, suppliers, and others with whom we have a relationship responsibly and in accordance with our agreements with them, including information regarding technology and products.

 

Relationships with Suppliers

 

The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation, among other factors. Directors, officers and employees dealing with suppliers should carefully guard their objectivity. Specifically, no director, officer or employees should accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, his or her objective assessment of the supplier’s products and prices. Directors, officers and employees can give or accept promotional items of nominal value or moderately scaled entertainment within the limits of responsible and customary business practice. Please see “Gifts and Entertainment” below for additional guidelines in this area.

 

Relationships with Competitors

 

The Company is committed to free and open competition in the marketplace. Directors, officers and employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including federal and state antitrust laws. Such actions include misappropriation and/or misuse of a competitor’s confidential information or making false statements about the competitor’s business and business practices.

 

10. Protection and Proper Use of Company Assets

 

All directors, officers and employees should protect the Company’s assets and ensure their efficient use. The Company’s assets, including facilities, materials, supplies, time, information, intellectual property, software, and other assets owned or leased by the Company, or that are otherwise in the Company’s possession, may be used only for legitimate business purposes. The obligation to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports.

 

The personal use of the Company’s assets without the Company’s prior approval is prohibited. Theft, carelessness and waste have a direct impact on the Company’s profitability.

 

11. Record Retention

 

The records, data and information owned, used and managed by the Company must be accurate and complete.

 

5

 

 

Each employee, officer and director of the Company is responsible for the integrity of the information, reports, and records under such employee’s control. Records must be maintained in sufficient detail as to reflect accurately the transactions of the Company. Financial statements must always be prepared in accordance with generally accepted accounting principles and fairly present, in all material respects, the financial condition of the Company.

 

Each employee, officer and director of the Company is required to cooperate fully with appropriately authorized internal and external investigations. Making false statements to or otherwise misleading internal or external auditors, counsel of the Company, representatives of the Company or regulators can be a criminal act that can result in severe penalties.

 

Destroying any records that are potentially relevant to a violation of law or any litigation or any pending, threatened, or foreseeable government investigation or proceeding is strictly prohibited.

 

The Company is committed to accuracy in tax-related records, and to tax reporting in compliance with the overall intent and letter of applicable laws. Tax returns must be filed on a timely basis and taxes due paid on time.

 

12. Gifts and Entertainment

 

Gifts may only be accepted from current or prospective customers or suppliers of the Company when permitted under applicable law if they are non-cash gifts of nominal value or customary and reasonable meals and entertainment at which the giver is present, such as the occasional business meal or sporting event. Any gift which appears to be of more than a nominal value must be reported and may be returned to the source. Moreover, no director, officer or employee should ever accept a gift in circumstances in which it could even appear to others that such person’s business judgment has been compromised. Please also refer to “Section XVIII Foreign Corrupt Practices Act” below for a discussion of prohibitions with respect to gifts to foreign officials.

 

13. Political Contributions and Volunteer Activities

 

The Company encourages its directors, officers and employees to participate in the political process as individuals and on their own time. However, federal and state contribution and lobbying laws severely limit the contributions the Company can make to political parties or candidates. It is Company policy that Company funds or assets not be used to make a political contribution to any political party or candidate, unless prior approval has been given by a Senior Officer.

 

The following guidelines are intended to ensure that any volunteer political activity a director, officer or employee pursues complies with this policy:

 

●Directors, officers and employees may contribute personal funds to political parties or candidates. The Company will not reimburse persons for personal political contributions.

 

●Directors, officers and employees may participate in volunteer political activities during non-work time. Directors, officers and employees may not participate in volunteer political activities during working hours.

 

●The Company’s facilities generally may not be used for political activities (including fundraisers or other activities related to running for office). However, the Company may make its facilities available for limited political functions, including speeches by government officials and political candidates, with the approval of a Senior Officer.

 

●When a director, officer or employee participates in non-Company political affairs, he or she should be careful to make it clear that his or her views and actions are his or her own, and not made on behalf of the Company. For instance, Company letterhead should not be used to send out personal letters in connection with political activities.

 

These guidelines are intended to ensure that any political activity a director, officer or employee pursues is done voluntarily and on his or her own resources and time. Directors, officers and employees should contact a Senior Officer if they have any questions about this policy.

 

6

 

 

14. Compliance with Antitrust Laws

 

Antitrust laws of the U.S. and other countries are designed to protect consumers and competitors against unfair business practices and to promote and preserve competition. Our policy is to compete vigorously and ethically while complying with all antitrust, monopoly, competition or cartel laws in all countries, states or localities in which the Company conducts business. Violations of antitrust laws may result in severe penalties against the Company and its employees, including potentially substantial fines and criminal sanctions. Directors, officers and employees are expected to maintain basic familiarity with the antitrust principles applicable to their activities, and should consult a Senior Officer with any questions they may have concerning compliance with these laws. The following is a summary of actions that are violations of applicable antitrust laws:

 

●The Company may not agree with its competitors to raise, lower or stabilize prices or any element of price, including discounts and credit terms.

 

●The Company may not agree with its competitors to limit its quantity or type of production or restrict the supply of its services.

 

●The Company may not agree with its competitors to divide or allocate markets, territories or customers.

 

●The Company may not engage in any behavior that can be construed as an attempt to monopolize.

 

●The Company may not agree with its competitors to refuse to sell or purchase products or services from third parties. In addition, the Company may not prevent a customer from purchasing or using non-Company products or services.

 

●The Company may not require a customer to purchase a product or service that it does not want as a condition to the sale of a different product or service that the customer does wish to purchase.

 

●The Company may under some circumstances be prohibited from charging similarly situated customers different prices for the same good or service. Consult with a Senior Officer before undertaking any such pricing programs.

 

Meetings with Competitors

 

Directors, officers and employees should exercise caution in meetings with competitors. Any meeting with a competitor may give rise to the appearance of impropriety. As a result, if a director, officer or employee is required to meet with a competitor for any reason, he or she should obtain the prior approval of a Senior Officer. Directors, officers and employees should try to meet with competitors in a closely monitored, controlled environment for a limited period of time. Directors, officers and employees should create and circulate agendas in advance of any such meetings, and the contents of the meeting should be fully documented. Specifically, directors, officers and employees should avoid any communications with a competitor regarding:

 

●Prices;

 

●Costs;

 

●Market share;

 

●Allocation of sales territories;

 

●Profits and profit margins;

 

●Suppliers’ terms and conditions;

 

●Product or service offerings;

 

●Terms and conditions of sale;

 

●Bids for a particular contract or program;

 

7

 

 

●Selection, retention or quality of customers;

 

●Distribution methods or channels;

 

●Marketing strategies;

 

●Future development plans or product roadmaps; or

 

●Other subjects relating to or affecting the production or sale of products and services to existing or prospective customers.

 

If a director, officer or employee participates in a meeting with a competitor in which any of the above topics are broached and which were not part of the intended purpose of the meeting, he or she should affirmatively end the discussion, and should state his or her reasons for doing so. During meetings with competitors, directors, officers and employees should avoid sharing or obtaining confidential information from the competitor. Directors, officers and employees should also avoid statements that could be construed as unfair acts such as harassment, threats or interference with the competitors’ existing contractual relationships.

 

Professional Organizations and Trade Associations

 

Directors, officers and employees should be cautious when attending meetings of professional organizations and trade associations at which competitors are present. Attending meetings of professional organizations and trade associations is both legal and proper, if such meetings have a legitimate business purpose and are conducted in an open fashion, adhering to a proper agenda. At such meetings, directors, officers and employees should not discuss the restricted topics listed above, the Company’s pricing policies or other competitive terms, plans for new or expanded products, services or facilities, or any other proprietary, competitively sensitive information. Employees are required to notify a supervisor or a Senior Officer prior to attending any meeting of a professional organization or trade association.

 

15. Insider Trading

 

Consistent with the laws of the United States and many other countries prohibiting trading in the securities (including equity securities, convertible securities, options, bonds and any stock index containing the security) of any company while in possession of material, nonpublic information (also known as “inside information”), trading of the securities of the Company in such manner is expressly prohibited. Any trading in the Company’s securities must be in accordance with the Company’s Insider Trading Policy adopted by the Board of Directors. A copy of the Insider Trading Policy is available upon request.

 

16. The Foreign Corrupt Practices Act

 

The U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) outlines very serious provisions against bribery, including the payment, or promise of payment, of anything of value to foreign officials (including any person employed by or representing a foreign government, officials of a foreign political party, officials of public international organizations and candidates for foreign office). The FCPA prohibits the Company and its directors, officers, employees and agents from offering or giving money or any other item of value to win or retain business or to influence any act or decision of any government official, political party, candidate for political office or official of a public international organization. Stated more concisely, the FCPA prohibits the payment of bribes, kickback or other inducements to foreign officials. This prohibition also extends to payments to a sales representative or agent if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials.

 

Violation of the FCPA is a crime that can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.

 

8

 

 

Certain small facilitation or “grease” payments to foreign officials may be permissible under the FCPA if customary in the country or locality and intended to secure routine governmental action. Governmental action is “routine” if it is ordinarily and commonly performed by a foreign official and does not involve the exercise of discretion. For instance, “routine” functions would include setting up a telephone line or expediting a shipment through customs. To ensure legal compliance, all facilitation payments, whether or not covered by the FCPA, must receive prior written approval from a Senior Officer and must be clearly and accurately reported as a business expense.

 

17. Export Laws

 

In general, anything the Company ships out of the United States must be covered by an export license. There are certain statutory general licenses that allow the Company to export some products without a specific license. Export control regulations are, however, quite complex and differ for companies located in the United States and abroad. If a director, officer or employee has questions regarding import/export laws, he or she should contact a Senior Officer.

 

18. Environment, Health and Safety

 

The Company is committed to providing a safe and healthy working environment for its employees and to avoiding adverse impact and injury to the environment and the communities in which it does business. Directors, officers and employees must comply with all applicable environmental, health and safety laws, regulations and Company standards. It is the responsibility of directors, officers and employees to understand and comply with the laws, regulations and policies that are relevant to their job. Failure to comply with environmental, health and safety laws and regulations can result in civil and criminal liability against directors, officers, employees and/or the Company, as well as disciplinary action by the Company, up to and including termination of employment. Directors, officers and employees should contact a Senior Officer if they have any questions about the laws, regulations and policies that apply to them.

 

Environment

 

All directors, officers and employees should strive to conserve resources and reduce waste and emissions through recycling and other energy conservation measures. Directors, officers and employees have a responsibility to promptly report any known or suspected violations of environmental laws or any events that may result in a discharge or emission of hazardous materials.

 

Health and Safety

 

The Company is committed not only to comply with all relevant health and safety laws, but also to conduct business in a manner that protects the safety of its employees. All employees and directors are required to comply with all applicable health and safety laws, regulations and policies relevant to their positions. If a director, officer or employee has a concern about unsafe conditions or tasks that may present a risk of injury, he or she should report such concerns immediately to his or her supervisor or the Human Resources Department.

 

19. Employment Practices

 

The Company pursues fair employment practices in every aspect of its business. The following is only intended to be a summary of certain of our employment policies and procedures. Officers and employees should consult any policies, including any employee handbook, that the Company has implemented. Company employees must comply with all applicable labor and employment laws, including anti-discrimination laws and laws related to freedom of association and privacy. It is the responsibility of directors, officers and employees to understand and comply with the laws, regulations and policies that are relevant to their respective jobs. Failure to comply with labor and employment laws can result in civil and criminal liability against directors, officers, employees and/or the Company, as well as disciplinary action by the Company, up to and including termination of employment. Directors, officers and employees should contact a Senior Officer if they have any questions about the laws, regulations and policies that apply to them.

 

9

 

 

Harassment and Discrimination

 

The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or other characteristic protected by law. The Company also prohibits harassment based on these characteristics in any form, whether physical or verbal and whether committed by supervisors, non-supervisory personnel or non-employees. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display in the workplace of sexually suggestive or racially degrading objects or pictures.

 

If a director, officer or employee has any complaints about discrimination or harassment, he or she should report such conduct to a supervisor or a Senior Officer. All complaints will be treated with sensitivity and discretion. A supervisor, a Senior Officer and the Company will protect the confidentiality of a person making any complaint to the extent possible, consistent with law and the Company’s need to investigate the matter. Where our investigation uncovers harassment or discrimination, we will take prompt corrective action, which may include disciplinary action by the Company, up to and including, termination of employment. The Company strictly prohibits retaliation against an employee who, in good faith, files a complaint.

 

Any member of management who has reason to believe that an employee has been the victim of harassment or discrimination or who receives a report of alleged harassment or discrimination is required to report it to a Senior Officer immediately.

 

Alcohol and Drugs

 

The Company is committed to maintaining a drug-free work place. All Company employees must comply strictly with Company policies regarding the abuse of alcohol and the possession, sale and use of illegal substances. Drinking alcoholic beverages is prohibited while on duty or on the premises of the Company, except at specified Company-sanctioned events or as otherwise authorized by management. Possessing, using, selling or offering illegal drugs and other controlled substances is prohibited under all circumstances while on duty or on the premises of the Company. Likewise, directors, officers and employees are prohibited from performing their duties or reporting for work, or driving a Company vehicle or any vehicle on Company business, while under the influence of alcohol or any illegal drug or controlled substance.

 

Violence Prevention

 

The safety and security of Company employees is vitally important. The Company will not tolerate violence or threats of violence in, or related to, the workplace. If a director, officer or employee experiences, witnesses or otherwise becomes aware of a violent or potentially violent situation that occurs on the Company’s property or affects the Company’s business, he or she must immediately report the situation to a supervisor or a Senior Officer.

 

20. Reporting any Illegal or Unethical Behavior

 

Employees, officers and directors who are concerned that violations of this Code or that other illegal or unethical conduct by directors, officers and employees of the Company (including, without limitation, insider trading, fraudulent or criminal activity, questionable accounting or auditing practices and misappropriation of corporate funds) has occurred or may occur should either contact their supervisors, managers or the Senior Officers. If they do not believe it appropriate or are not comfortable approaching their supervisors or the Senior Officers about their concerns or complaints, then they may contact the Audit Committee of the Board of Directors. If their concerns or complaints require confidentiality, including keeping their identity anonymous, then this confidentiality will be protected, subject to applicable law, regulation or legal proceedings.

 

10

 

 

The Audit Committee is charged with ensuring that records of complaints and investigations are secure, and to the extent applicable, kept confidential. Access to these records will also be strictly controlled.

 

If the Audit Committee determines that a violation has occurred, it will inform the Board of Directors. Upon being notified that a violation has occurred, the Board of Directors will take such disciplinary or preventive action as it deems appropriate.

 

The Audit Committee is responsible for overseeing the receipt, retention and investigation of and response to all complaints. The Audit Committee will determine who should lead the investigation. Investigators may include, but are not limited to, a member of the Audit Committee, the Chief Financial Officer, internal legal counsel, external auditors or external legal counsel. If a third-party investigator is chosen, the Company will provide the Audit Committee with funding to compensate the third-party investigator. The Audit Committee will seek to assure that any third-party investigator is fully independent.

 

In connection with the investigation of a complaint, the Audit Committee or its investigator may consult with, and obtain the assistance of, any member of management who is not the subject of the complaint. In addition, the Audit Committee may, in its sole discretion, retain independent legal, accounting or other advisors as may be necessary or appropriate.

 

The investigator may prepare a report of findings and recommendations based on the results of the investigation. Copies of any report will be provided to the Audit committee. If the findings indicate the complaint has validity, the Audit Committee will determine the action required, which could include disciplining the responsible person(s), and/or establishing new processes to prevent further violations. The Audit Committee will discuss the findings with outside counsel to determine whether public disclosure or disclosure to outside agencies and/or reporting to the full Board of Directors, is necessary or appropriate.

 

Reports can be made, at any time, confidentially and anonymously to the Audit Committee in writing to the Chairman of the Audit Committee at the Company’s principal business address.

 

21. No Retaliation

 

No supervisor, officer, director, department head or any other employee with authority to make or materially influence significant personnel decisions shall take or recommend any action that may discharge, demote, suspend, threaten, harass, or in any other manner discriminate against an employee (“Adverse Personnel Action”) in knowing retaliation for disclosing any alleged wrongful conduct to a Senior Officer, supervisor, Audit Committee member, director, the SEC or another regulatory body.

 

This anti-retaliation policy may not be used as a defense by an employee against whom an Adverse Personnel Action has been taken for legitimate reasons or cause. It shall not be a violation of this policy to take Adverse Personnel Action against an employee whose conduct or performance warrants that action separate and apart from the employee making the disclosure.

 

An employee’s protection under this policy is in addition to any protections such employee may have pursuant to any applicable federal or state law, and this policy shall not be construed as limiting any such protections.

 

22. Amendment, Modification and Waiver

 

The Nominating & Governance Committee shall review and reassess this Code at least annually, and shall propose any revisions to the Board of Directors. This Code may be amended, modified or waived by the Board of Directors, and waivers may also be granted by the Audit Committee or Nominating and Governance Committee as applicable, and subject to the disclosure and other provisions of the Securities Exchange Act of 1934 and the rules thereunder, and the applicable rules of the primary national securities exchange upon which the Company’s common stock is listed.

 

11

 EX-21 7 f10k2022ex21_comsovereign.htm LIST OF SUBSIDIARIES

Exhibit 21

 

Direct or indirect subsidiaries of COMSovereign Holding Corp. a Nevada corporation, as of December 31, 2022, with jurisdiction of incorporation or formation:

 

● AZCOMS, LLC, an Arizona limited liability company.
   
● COMS Global Telecommunications, LLC, a Texas limited liability company.
   
● COMS Government Systems, LLC, a Texas limited liability company.
   
● COMS Science and Technology, LLC, a Texas limited liability company.
   
● COMS Site Solutions, LLC, a Texas limited liability company.
   
● DragonWave Corp., a Delaware corporation.
   
● DragonWave-X, LLC, an Arizona limited liability company.
   
● Drone AFS Corp., a Nevada corporation.
   
● Elitise LLC, an Arizona limited liability company.
   
● InduraPower, Inc., a Delaware corporation.
   
● Innovation Digital, LLC, a California limited liability company.
   
● Lextrum, Inc., a California corporation.
   
● Lighter Than Air Systems Corp., (d/b/a Drone Aviation Corp) a Florida corporation.
   
● RF Engineering & Energy Resource, LLC, a Michigan limited liability company.
   
● SAGUNA Networks Ltd., an Israeli company.
   
● Saguna Networks Inc., a Delaware corporation.
   
● Silver Bullet Technology, Inc., a Delaware corporation.
   
● Silver Bullet Technology, LLC, a Delaware limited liability company.
   
● Sky Sovereign, Inc., a Nevada corporation.
   
● Sky Sapience, Ltd., an Israeli company.
   
● Skyline Partners Technology, LLC, (d/b/a FastBack) a Colorado limited liability company.
   
● Sovereign Engineering LLC, an Arizona limited liability company.
   
● VEO Photonics, Inc., a California corporation.
   
● Virtual NetCom, LLC, a Virginia limited liability company.

 

 EX-23 8 f10k2022ex23_comsovereign.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in the Registration Statement of COMSovereign Holding Corp. on Forms S-8 (File No. 333-258104) and S-3 (File No. 333-259307) of our report dated December 6, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of COMSovereign Holding Corp. as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, which report is included in this Annual Report on Form 10-K of COMSovereign Holding Corp. for the year ended December 31, 2022.

 

/s/ Marcum llp

 

Marcum llp

New York, NY

 

December 6, 2023

 EX-31.1 9 f10k2022ex31-1_comsovereign.htm CERTIFICATION

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, David A. Knight, certify that:

 

(1) I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2022 of COMSovereign Holding Corp. (the “Registrant”);

 

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

(4) The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) disclosed in the report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

(5) The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Dated: December 6, 2023 By: /s/ David A. Knight
    David A. Knight
    Chairman and Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 EX-31.2 10 f10k2022ex31-2_comsovereign.htm CERTIFICATION

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, David A. Knight, certify that:

 

(1) I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2022 of COMSovereign Holding Corp. (the “Registrant”);

 

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

(4) The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) disclosed in the report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

(5) The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Dated: December 6, 2023 By: /s/ David A. Knight
    David A. Knight
    Acting Chief Financial Officer
    (Acting Principal Financial and
Accounting Officer)

 

 

 

 EX-32.1 11 f10k2022ex32-1_comsovereign.htm CERTIFICATION

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report on Form 10-K of COMSovereign Holding Corp. (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Knight, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.

 

Dated: December 6, 2023 By: /s/ David A. Knight
    David A. Knight
    Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 EX-32.2 12 f10k2022ex32-2_comsovereign.htm CERTIFICATION

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report on Form 10-K of COMSovereign Holding Corp. (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Knight, Chief Financial and Accounting Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.

 

Dated: December 6, 2023 By: /s/ David A. Knight
    David A. Knight
    Acting Chief Financial Officer
    (Acting Principal Financial and
Accounting Officer)

 

 

 

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 12 Months Ended
Dec. 31, 2022
Dec. 06, 2023
Jun. 30, 2022
Document Information Line Items      
Entity Registrant Name COMSOVEREIGN HOLDING CORP.    
Document Type 10-K    
Current Fiscal Year End Date --12-31    
Entity Common Stock, Shares Outstanding   2,695,571  
Entity Public Float     $ 11,780,053
Amendment Flag false    
Entity Central Index Key 0001178727    
Entity Current Reporting Status No    
Entity Voluntary Filers No    
Entity Filer Category Non-accelerated Filer    
Entity Well-known Seasoned Issuer No    
Document Period End Date Dec. 31, 2022    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
ICFR Auditor Attestation Flag false    
Document Annual Report true    
Document Transition Report false    
Entity File Number 001-39379    
Entity Incorporation, State or Country Code NV    
Entity Tax Identification Number 46-5538504    
Entity Address, Address Line One 6890 E Sunrise Drive    
Entity Address, Address Line Two Suite 120-506    
Entity Address, City or Town Tucson    
Entity Address, State or Province AZ    
Entity Address, Postal Zip Code 85750    
City Area Code (206)    
Local Phone Number 796-0173    
Entity Interactive Data Current No    
Document Financial Statement Error Correction [Flag] false    
Auditor Firm ID 688    
Auditor Name Marcum LLP    
Auditor Location New York, NY    
Common Stock, par value $0.0001 per share      
Document Information Line Items      
Trading Symbol COMS    
Title of 12(b) Security Common Stock, par value $0.0001 per share    
Security Exchange Name NASDAQ    
Warrants to purchase Common Stock      
Document Information Line Items      
Trading Symbol COMSW    
Title of 12(b) Security Warrants to purchase Common Stock    
Security Exchange Name NASDAQ    
9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share      
Document Information Line Items      
Trading Symbol COMSP    
Title of 12(b) Security 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share    
Security Exchange Name NASDAQ    
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Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash $ 1,868 $ 1,873
Accounts receivable, net 1,126 1,376
Inventory, net 3,966 10,249
Prepaid expenses 3,571 6,936
Note receivable – current 650
Other current assets 150 342
Assets held for sale – current 651
Assets of discontinued operations – current 809
Total current assets 11,982 21,585
Property and equipment, net 377 8,752
Operating lease right-of-use assets 97 3,000
Intangible assets, net 1,428 15,460
Goodwill 7,310 37,943
Note receivable – long-term 1,350
Other assets – long-term 215
Assets held for sale – long-term 2,374
Assets of discontinued operations – long-term 1,574
Total assets 24,918 88,529
Current liabilities:    
Accounts payable 3,656 3,610
Accrued interest 477 288
Accrued liabilities 3,006 1,048
Accrued payroll 1,758 875
Contract liabilities, current 3,232 3,341
Accrued warranty liability – current 488 473
Operating lease liabilities – current 1,321 908
Current portion of debt; net of unamortized discounts and debt issuance costs 11,536 13,566
Liabilities held for sale – current 2,342
Liabilities of discontinued operations – current 911
Total current liabilities 27,916 25,226
Debt – non-current 1,895 12,273
Contract liabilities – long term 152 74
Operating lease liabilities – long term 9,816 2,218
Liabilities held for sale – long-term 140
Liabilities of discontinued operations – long-term 587
Total liabilities 39,919 40,378
Commitments and contingencies (Note 18)
Stockholders’ (Deficiency) Equity    
Preferred stock, $0.0001 par value, 100,000,000 shares authorized; Series A Cumulative Redeemable Perpetual Preferred Stock, 690,000 shares designated, 320,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively
Common stock, $0.0001 par value, 300,000,000 shares authorized; 2,381,136 and 819,851 shares issued and 2,380,803 and 819,518 shares outstanding as of December 31, 2022 and 2021, respectively
Preferred dividend
Additional paid-in capital 282,582 266,021
Treasury stock, at cost, 333 shares as of December 31, 2022 and 2021 (50) (50)
Accumulated deficit (297,556) (217,843)
Accumulated other comprehensive income 23 23
Total Stockholders’ (Deficiency) Equity (15,001) 48,151
Total Liabilities and Stockholders’ (Deficiency) Equity 24,918 88,529
Related Party    
Current liabilities:    
Accrued liabilities – related party 206
Note payable – related party $ 100
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Consolidated Balance Sheets (Parentheticals) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 300,000,000 300,000,000
Common stock, shares issued 2,381,136 819,851
Common stock, shares outstanding 2,380,803 819,518
Treasury stock, at cost 333 333
Series A Cumulative Redeemable Perpetual Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 320,000 320,000
Preferred stock, shares outstanding 320,000 320,000
Redeemable preferred stock, shares 690,000 690,000
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Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]    
Revenue $ 9,878 $ 9,064
Cost of goods sold 7,594 4,582
Gross profit 2,284 4,482
Operating expenses    
Research and development [1] 2,354 4,044
Sales and marketing [1] 49 615
General and administrative [1] 17,778 24,938
Depreciation and amortization 2,008 14,078
Impairment 41,439 106,055
Loss on sales (ID, DWXC, RVI) [2] 2,713
Loss on lease abandonment 13,560
Gain on the sale of assets (8,441) (83)
Total operating expenses, net 71,460 149,647
Loss from operations (69,176) (145,165)
Other expense    
Interest expense (3,978) (2,797)
Other expense (116)
Loss on extinguishment of debt (7,306) (4,356)
Foreign currency transaction gain 48
Total other expense (11,284) (7,221)
Loss from continuing operations (80,460) (152,386)
Income (loss) from discontinued operations, net of tax 747 (663)
Net loss (79,713) (153,049)
Dividend on preferred stock (678) (168)
Net loss attributable to common stockholders $ (80,391) $ (153,217)
Net loss per share    
Basic from continuing operations (in Dollars per share) $ (72.7) $ (216.53)
Basic from discontinued operations (in Dollars per share) $ 0.67 $ (0.94)
Weighted average number of common shares outstanding    
Weighted average number of common shares outstanding basic (in Shares) 1,115,992 704,538
[1] These are exclusive of depreciation and amortization
[2] Innovation Digital (“ID”), DragonWave-X Canada (“DWXC”), RVision (“RVI”)
XML 23 R5.htm IDEA: XBRL DOCUMENT v3.23.3
Consolidated Statements of Operations (Parentheticals) - $ / shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]    
Diluted from continuing operations $ (72.70) $ (216.53)
Diluted from discontinued operations $ 0.67 $ (0.94)
Weighted average number of common shares outstanding diluted (in Shares) 1,115,992 704,538
XML 24 R6.htm IDEA: XBRL DOCUMENT v3.23.3
Consolidated Statements of Stockholders’ Equity - USD ($)
$ in Thousands
Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income
Treasury Stock
Accumulated Deficit
Total
Balance at Dec. 31, 2020 $ 158,225 $ (50) $ (64,626) $ 93,549
Balance (in Shares) at Dec. 31, 2020 494,447     333    
Issuance of common stock for exercise of options 17 17
Issuance of common stock for exercise of options (in Shares)   633          
Common stock issued as vendor compensation 1,171 1,171
Common stock issued as vendor compensation (in Shares)   2,347          
Common stock and warrants issued for public offering [1] 39,656 39,656
Common stock and warrants issued for public offering (in Shares) [1] 106,794        
Share-based compensation 2,127 2,127
Share-based compensation (in Shares)   667          
Issuance of warrants for extinguishment of debt and interest 4,394 4,394
Issuance of warrants for debt issuance costs 2,049 2,049
Common stock issuance for extinguishment of debt and interest 17,236 17,236
Common stock issuance for extinguishment of debt and interest (in Shares)   63,609          
Common stock issuance for RF Engineering & Energy Resource, LLC acquisition 2,204 2,204
Common stock issuance for RF Engineering & Energy Resource, LLC acquisition (in Shares)   9,928          
Common stock issuance for Saguna Networks, LTD acquisition 9,826 9,826
Common stock issuance for Saguna Networks, LTD acquisition (in Shares)   64,221          
Common stock issuance for Innovation Digital, LLC acquisition 7,343 7,343
Common stock issuance for Innovation Digital, LLC acquisition (in Shares)   31,653          
Common stock issuance for RVision, Inc. acquisition 5,500 5,500
Common stock issuance for RVision, Inc. acquisition (in Shares)   20,000          
Common stock issued for Sky Sapience Ltd. acquisition 9,071 9,071
Common stock issued for Sky Sapience Ltd. acquisition (in Shares)   25,552          
Issuance of preferred shares for public offering [2] 7,202 7,202
Issuance of preferred shares for public offering (in Shares) [2] 320,000        
Other comprehensive gain 23 23
Preferred dividend (168) (168)
Net loss (153,049) (153,049)
Balance at Dec. 31, 2021 266,021 23 $ (50) (217,843) 48,151
Balance (in Shares) at Dec. 31, 2021 320,000 819,851     333    
Issuance of common stock for conversion of debt 16,144 16,144
Issuance of common stock for conversion of debt (in Shares)   1,557,438          
Issuance of common stock for the debt placement agent 81 81
Issuance of common stock for the debt placement agent (in Shares)   2,400          
True-up of common stock outstanding
True-up of common stock outstanding (in Shares)   16          
Forfeiture of restricted stock awards
Forfeiture of restricted stock awards (in Shares)   (667)          
Issuance of common stock for exercise of options 31 31
Issuance of common stock for exercise of options (in Shares)   2,098          
Share-based compensation 983 983
Preferred dividend (678) (678)
Net loss (79,713) (79,713)
Balance at Dec. 31, 2022 $ 282,582 $ 23 $ (50) $ (297,556) $ (15,001)
Balance (in Shares) at Dec. 31, 2022 320,000 2,381,136     333    
[1] Represents net proceeds of $39.7 million comprised of gross proceeds of $45.0 million and offering costs of $5.3 million.
[2] Represents net proceeds of $7.2 million comprised of gross proceeds of $8.0 million and offering costs of $0.8 million.
XML 25 R7.htm IDEA: XBRL DOCUMENT v3.23.3
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Cash Flows From Operating Activities:    
Net loss $ (79,713) $ (153,049)
Adjustments to reconcile net loss to net cash used in operating activities: (Income) loss from discontinued operations, net of tax (747) 663
Depreciation 900 1,237
Amortization 1,108 12,841
Impairment expense 41,439 106,055
Non-cash rent expense 736 713
Inventory reserve 759 1,132
Bad debt expense 307 207
Loss on sales (ID, DWXC, RVI) 2,713
Loss on lease abandonment 13,560
Gain on the sale of assets (8,441) (83)
Share-based compensation 983 2,127
Amortization of debt discounts and debt issuance costs 2,482
Default interest charge 376
Share-based vendor payments 1,171
Loss on extinguishment of debt 7,306 4,356
Changes in operating assets and liabilities:    
Accounts receivable, net 28 109
Inventory, net 5,160 (2,154)
Prepaid expenses (844) (5,916)
Other assets 2,213 (403)
Note receivable (2,000)
Accounts payable 76 (3,596)
Accrued interest 779 423
Accrued liabilities 1,402 (945)
Contract liabilities 7 2,451
Operating lease liabilities (1,093) (553)
Related party notes (206) (124)
Other current liabilities 1,181 (5,751)
Total Adjustments 70,184 113,960
Net Cash Used In Operating Activities (9,529) (39,089)
Cash Flows From Investing Activities:    
Business acquisitions, net of cash received (6,470)
Proceeds from building sale, net of transaction costs 15,102
Purchases of property and equipment (165) (3,053)
Proceeds from disposal of property and equipment 83
Net Cash Provided By (Used In) Investing Activities 14,937 (9,440)
Cash Flows From Financing Activities:    
Proceeds from issuance of related party note 100
Proceeds from sale of common stock from offering 45,000
Proceeds from issuance of debt 1,156 14,155
Proceeds from exercise of options 31 17
Proceeds from the sale of preferred stock 8,000
Offering costs (6,142)
Preferred stock dividend (246) (168)
Debt issuance costs 148
Repayment of related party notes (1,010)
Repayment of debt (7,543) (7,646)
Net Cash (Used In) Provided By Financing Activities (6,502) 52,354
Effect of Exchange Rates on Cash 23
Net Cash Provided By (Used In) Discontinued Operations 1,632 (2,665)
Net Cash Used In Assets Held for Sale (543)
Net (Decrease) Increase In Cash (5) 1,183
Cash - Beginning of Period 1,873 690
Cash - End of Period 1,868 1,873
Cash paid during the period for:    
Interest 107 638
Non-cash investing and financing activities:    
Issuance of common stock for debt placement agent 81
Accrual of preferred dividends not paid yet 432
Issuance of common stock for Sky Sapience Ltd. acquisition 9,071
Issuance of common stock for Innovation Digital, LLC 7,343
Debt incurred to sellers for Innovation Digital, LLC 600
Issuance of common stock for RVision, Inc. 5,500
Issuance of common stock for RF Engineering & Energy Resource, LLC 2,204
Issuance on common stock for SAGUNA Networks Ltd. acquisition 9,826
Issuance of common stock for extinguishment of debt and interest 15,634
Issuance of warrants for extinguishment of debt and interest 4,394
Issuance of common stock for conversion of debt and interest 16,144 1,602
Issuance of warrants as debt issuance costs 2,049
Recognition of operating lease right-of-use asset and liability 10,052 1,217
Acquisition of building with secured note payable 4,480
Prepaid deposits transferred to inventory 3,823 862
Lease deposits recognized from Sky Sapience Ltd. acquisition $ 11
XML 26 R8.htm IDEA: XBRL DOCUMENT v3.23.3
Description of Business
 12 Months Ended
Dec. 31, 2022
Description of Business [Abstract]  
DESCRIPTION OF BUSINESS

NOTE 1 DESCRIPTION OF BUSINESS

 

COMSovereign Holding Corp. (“COMSovereign”) and subsidiaries (collectively the “Company”) a provider of solutions to network operators, mobile device carriers, governmental units and other enterprises worldwide. We have assembled a portfolio of communications and portable infrastructure technologies, capabilities and products that enable the upgrading of latent 3G networks to 4G and 4G-LTE networks and will facilitate the rapid roll out of the 5G and 6G networks of the future. We focus on novel capabilities, including signal modulations, antennae, software, hardware and firmware technologies that enable increasingly efficient data transmission across the electromagnetic spectrum. Our product solutions are complemented by a broad array of services, including technical support, systems design and integration, and sophisticated research and development programs. While we compete globally on the basis of our innovative technology, the breadth of our product offerings, our high-quality cost-effective customer solutions, and the scale of our global customer base and distribution, our primary focus is on the North American telecom infrastructure and service market.
XML 27 R9.htm IDEA: XBRL DOCUMENT v3.23.3
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

 

Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. 

 

Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. 

 

Reclassifications

 

Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported results of operations or loss per share.

 

Principle of Consolidation

 

The consolidated financial statements as of December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021, include the accounts of the Company and its subsidiaries listed below. All intercompany transactions and accounts have been eliminated.

 

●AZCOMS, LLC, an Arizona limited liability company.
   
●COMS Global Telecommunications, LLC, a Texas limited liability company.

 

●COMS Government Systems, LLC, a Texas limited liability company.
   
●COMS Science and Technology, LLC, a Texas limited liability company.
   
●COMS Site Solutions, LLC, a Texas limited liability company.
   
●Dragonwave Corp., a Delaware corporation.
   
●Dragonwave-X, LLC, an Arizona limited liability company.
   
●InduraPower, Inc., a Delaware corporation. (Idled on or about May 2022).
   
●Innovation Digital, LLC, a California limited liability company.
   
●Lextrum, Inc., a California corporation.
   
●Lighter Than Air Systems Corp., (d/b/a Drone Aviation Corp) a Florida corporation.
   
●RF Engineering & Energy Resource, LLC, a Michigan limited liability company. (Idled on or about January 2023).
   
●RVision, Inc., a Nevada corporation. (Sold on December 29, 2022).
   
●SAGUNA Networks Ltd., an Israeli company. (Idled on or about June 2022).
   
●Silver Bullet Technology, Inc., a Delaware corporation.
   
●Sky Sapience Ltd., an Israeli company. (Sold on March 20, 2023).
   
●Sky Sovereign, Inc., a Nevada.
   
●Skyline Partners Technology, LLC, (d/b/a Fastback) a Colorado limited liability company.
   
●VEO Photonics, Inc., a California corporation. (Idled on or about June 2022).
   
●Virtual NetCom, LLC, a Virginia limited liability company.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates consist of the valuation of stock-based compensation; the valuation of the assets and liabilities acquired; the valuation of the Company’s equity securities issued in transactions; the valuation of inventory; the allowance for credit losses; the valuation of equity securities; the valuation allowance for deferred tax assets; and impairment of long-lived assets and goodwill.

 

Acquisitions

 

The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed were determined with the assistance of a third-party valuation firm and involves management making significant estimates and assumptions.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are represented by operating accounts or money market accounts maintained with insured financial institutions, including all short-term, highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.

 

Accounts Receivable and Credit Policies

 

Trade accounts receivable consist of amounts due from the sale of the Company’s products and services. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. As of December 31, 2022 and 2021, the Company recorded a reserve in the amount of $1.2 million and $1.0 million, respectively, for estimated uncollectible accounts.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limit of $250,000 per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to net trade receivables, management routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.

 

Related Parties

 

The Company accounts for and discloses related party transactions in accordance with FASB ASC 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries’ controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

 

Inventory

 

Inventory is valued at the lower of cost or net realizable value (“NRV”). The cost of inventory is calculated on a standard cost basis, which approximates weighted average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials and finished goods market value less cost to complete for work in progress inventory. The Company regularly reviews inventory quantities on hand and records an impairment for excess and obsolete inventory, when necessary, based on factors including its estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question. Indirect manufacturing costs and direct labor expenses are allocated systematically to the total production inventory.

 

Property and Equipment, Net

 

Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:

 

Asset Type   Useful Life
Shop machinery and equipment   3–5 years
Computers and electronics   2 years
Office furniture and fixtures   3–5 years
Leasehold improvements   Shorter of remaining
lease term or 5 years

 

Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or loss is included in the results of operations for the respective period.

 

Long-Lived Assets and Goodwill

 

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the year ended December 31, 2022, the Company determined that it was more likely than not that certain reporting unit’s fair value was below their reporting unit’s carrying amount due to a decline in the Company’s market capitalization and lack of performance of the business units. Accordingly, it was necessary to perform impairment testing. See Note 12 – Goodwill and Other Intangible Assets for further discussion related to triggering events.

 

In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations.

 

The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches and compares it to the carrying values. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. See Note 12 – Goodwill and Other Intangible Assets for further discussion related to impairment.

 

Beneficial Conversion Features and Warrants

 

During the year ended December 31, 2021, the Company evaluated the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company recorded a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that had conversion features at fixed or adjustable rates that are in-the-money when issued and recorded the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments was recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which were credited to additional paid-in capital. The Company calculated the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation model. The Black-Scholes option-pricing model involves the use of significant estimates, including the risk-free interest rate, expected stock price volatility, expected dividend yield, and contractual life of the award.

 

Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. During the year ended December 31, 2021, there was no material impact resulting from conversion features.

 

Beginning on January 1, 2022, with the adoption of ASU 2020-06, it was no longer necessary to evaluate whether a conversion feature was beneficial.

 

Discontinued Operations

 

On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. The assets and liabilities of Sovereign Plastics are reflected in the accompanying Consolidated Balance Sheets as “Assets of discontinued operations” and “Liabilities of discontinued operations”, respectively. The results of operations of Sovereign Plastics are included in “Income (loss) from discontinued operations, net of tax” in the accompanying consolidated statements of operations and comprehensive loss. For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale for additional information). 

 

Assets and Liabilities Held for Sale

 

On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Assets and liabilities of Sky Sapience are reflected in the accompanying Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale and Note 22 – Subsequent Events – Business Developments for additional information).

 

Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:

 

Level 1 – Observable inputs that reflect quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.

 

Level 3 – Unobservable inputs for which there is little, if any, market activity for the asset or liability being measured. These inputs may be used with standard pricing models or other valuation or internally-developed methodologies that result in management’s best estimate of fair value.

 

The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable U.S. GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized.

 

As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2022 and December 31, 2021 approximated their fair value due to their short-term nature. 

 

Debt Discounts

 

The Company records debt discounts as a deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet with the respective debt discount amortized in interest expense on its Consolidated Statement of Operations. In connection with the issuance of certain notes payable and senior convertible debentures, the Company, or its subsidiaries, issued warrants to purchase shares of its common stock and had BCFs prior to the adoption of ASU 2020-06, which was adopted on January 1, 2022. See Note 14 – Debt. The warrants are exercisable at various exercise prices per share. The Company evaluated the terms of these warrants at issuance and concluded that they should be treated as equity. The fair value of the warrants was determined by using the Black-Scholes model and was recorded as a debt discount offsetting the carrying value of the debt obligation in the Consolidated Balance Sheet.

  

Debt Issuance Costs

 

The Company presents debt issuance costs as a direct deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet and amortizes these costs over the term of the related debt liability using the straight-line method, which approximates the effective interest method. Amortization is recorded in interest expense on the Consolidated Statement of Operations.

 

Foreign Currency Translation

 

The Company’s operations and balances denominated in foreign currencies, including those of its foreign Canadian subsidiary, DragonWave, and its Israeli subsidiaries, SKS and SAGUNA, that are primarily a direct and integral component or extension of the Company’s operations, are translated into U.S. dollars (“USD”) using the following: monetary assets and liabilities are translated at the period end exchange rate; non-monetary assets are translated at the historical exchange rate; and revenue and expense items are translated at the average exchange rate and records the translation adjustments in accumulated other comprehensive income (loss) on the Consolidated Balance Sheet. Foreign currency transaction gains are included in foreign currency transaction gain in the Consolidated Statement of Operations.

 

Revenue Recognition

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”) and has since issued various amendments which provide additional clarification and implementation guidance on Topic 606. This guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company accounts for revenue from contracts with customers in accordance with Topic 606. This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

 

At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.

 

Management has determined that it has performance obligations related to its products and services: telecom hardware, repairs, support and maintenance, drones, consulting, warranties and other. Revenue from telecom hardware, repairs, support and maintenance, drones, and other are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Revenue from warranties is recognized over time using an input method that results in a straight-line basis recognition over the warranty period, as the contract usually provides the customer equal benefit throughout the warranty period. Revenue from consulting services is recognized over time using an input method of labor hours expensed, as it directly measures the efforts toward satisfying the performance obligation.

  

For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers several factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered.

 

Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the “expected value” method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized.

 

The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. As a result, the Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statement of Operations.

 

The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. The Company records contract liabilities when cash payments are received (or unconditional rights to receive cash) in advance of fulfilling its performance obligations. When the services have been performed or the goods delivered, revenue will be recognized, and contract liabilities will be reduced.

 

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The majority of the Company’s performance obligations in its contracts with customers relate to contracts with durations of less than one year. The transaction price allocated to unsatisfied performance obligations included in contracts with durations of more than 12 months is reflected in contract liabilities on the Consolidated Balance Sheet.

 

As of December 31, 2022 and 2021, the Company had $3.4 million and $3.4 million of deferred revenue, respectively, from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract.

 

Applying a practical expedient, the Company recognizes the incremental costs of obtaining contracts, which primarily consist of sales commissions, as expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less. If the service period, inclusive of any anticipated renewal, is longer than a year, the incremental direct costs are capitalized and amortized over the period of benefit. As of December 31, 2022 and 2021, there were no such capitalized costs.

 

The Company also applies the practical expedient not to adjust the promised amount of consideration for the effects of a financing component if the Company expects, at contract inception, that the period between when the Company transfers a good or service to the customer and when the customer pays for the good or service will be one year or less. During fiscal 2022 and 2021, there were no such financing components.

  

Research and Development

 

Research costs are expensed as incurred. Development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to the establishment of technological feasibility do not meet these criteria and are expensed as incurred.

 

Share-Based Compensation

 

The Company accounts for share-based compensation costs in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires companies to measure the cost of awards of equity instruments, including stock options and restricted stock awards, based on the grant-date fair value of the award and to recognize it as compensation expense over the employee’s requisite service period or the non-employee’s vesting period. An employee’s requisite service period is the period of time over which an employee must provide service in exchange for an award under a share-based payment arrangement and generally is presumed to be the vesting period.

 

Beginning in 2020, for employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by U.S. Securities Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances.

  

Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity.

 

Leases  

 

The Company adopted ASU No. 2016-02, Leases and a series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”). Topic 842 requires organizations to recognize right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. Operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The FASB retained the distinction between finance leases and operating leases, leaving the effect of leases in the statement of comprehensive income and the statement of cash flows largely unchanged from previous U.S. GAAP. The Company utilized the transition method allowed under ASU 2018-11 in which an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption, if any.

 

The Company determines, at contract inception, whether or not an arrangement contains a lease and evaluates the contract for classification as an operating or finance lease. For all leases, ROU assets and lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental, secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. Any renewal periods are considered in the analysis of each lease to the extent that the Company considers them to be reasonably certain of being exercised.

 

Costs associated with operating leases are recorded as a single lease cost on a straight-line basis over the life of the lease. The single lease cost includes the cost of amortizing the operating lease ROU asset and accretion expense related to the operating lease liability and is included in general and administrative expenses on the Consolidated Statement of Operations. Costs associated with finance leases are recorded by amortizing the finance lease ROU asset, which is recorded as amortization on the Consolidated Statement of Operations, and the accretion of the finance lease liability, recognized as interest expense on the Consolidated Statement of Operations.

 

Loss on Extinguishment of Debt

 

The Company recorded loss on extinguishment of debt for the years ended December 31, 2022 and 2021 of $7.3 million and $4.4 million, respectively. Gain or loss on extinguishment of debt consists of the difference between the fair value of the reacquisition consideration and the carrying amount of debt on the date it was paid off.

 

Income Taxes

 

The Company accounts for income taxes utilizing ASC 740, Income Taxes. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. At December 31, 2022 and 2021, the Company has recorded a 100% valuation allowance against net deferred tax assets due to the uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The Company also follows the guidance for accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2022 and 2021. If the Company has to recognize any interest or penalties associated with its tax positions or returns, any interest or penalties will be recorded as income tax expense in the Consolidated Statement of Operations.

 

The Company has adopted ASU 2019-12, Income Taxes (Topic 740). This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 was effective for the Company in the fiscal years beginning after December 15, 2020 and for interim periods within fiscal years beginning after December 15, 2021.

 

Reportable Segments and Reporting Units

 

The Company currently operates as one Segment. A reporting unit (“RU”) is a component of an operating segment that is a business activity for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company’s legal operating subsidiaries are not organized to qualify as a segment, however, through December 31, 2022, each operating entity has separate financial information and an operating manager, who oversees the business and financial activities, reporting to the Chief Operating Decision Maker. (“CODM”). Therefore, each legal entity is deemed to be a separate reporting unit.

 

Recently Issued Accounting Standards

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the current expected credit losses (“CECL”) standards. The ASU is now effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.

 

Recently Adopted Accounting Standards

 

In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for smaller reporting companies during annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 effective January 1, 2022 which eliminates the need on a go forward basis to assess whether a beneficial conversion feature needs to be recognized upon either (a) the issuance of new convertible securities; or (b) the resolution of any prior period contingent beneficial conversion features. The early adoption did not have an immediate material impact on the Company’s consolidated financial statements.

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Companies should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. This standard was adopted on January 1, 2022 and
XML 28 R10.htm IDEA: XBRL DOCUMENT v3.23.3
Discontinued Operations and Assets and Liabilities Held for Sale
 12 Months Ended
Dec. 31, 2022
Discontinued Operations and Assets and Liabilities Held for Sale [Abstract]  
DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE

NOTE 3 DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE

 

Sovereign Plastics LLC

 

Sovereign Plastics is a manufacturer of plastic and metal components to third-party manufacturers based out of Colorado Springs, Colorado. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sovereign Plastics in the future as compared to the opportunities available to Sovereign Plastics in the future, and the availability of strategic alternatives. On June 13, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sovereign Plastics.

 

On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. As a result of the sale, the Company recognized a $1.1 million gain on the sale of Sovereign Plastics included in the income (loss) from discontinued operations, net of tax on the consolidated statements of operations.

 

Results of Discontinued Operations

 

The results and net income (loss) of Sovereign Plastics’ discontinued operations were as follows:

 

   For the Years Ended 
   December 31, 
(Amounts in thousands, except share and per share data)  2022   2021 
Revenue  $1,718   $3,576 
Cost of goods sold   1,065    1,915 
Gross profit   653    1,661 
Operating expenses          
General and administrative   691    1,394 
Depreciation and amortization   283    633 
Gain on sale of Sovereign Plastics   (1,074)   
-
 
Total operating income (expenses), net   (100)   2,027 
Income (loss) from operations   753    (366)
Other expense          
Interest expense   (6)   (51)
Loss on extinguishment of debt   
-
    (246)
Total other expense   (6)   (297)
Income (loss) from discontinued operations, net of tax   $747   $(663)

 

Assets and liabilities of discontinued operations as of December 31, 2021 were classified as current and non-current because the sale transaction did not qualify as discontinued operations as of December 31, 2021, and because the consideration of $2.0 million for the sale is due on May 31, 2023 and is recorded as a note receivable on the Consolidated Balance Sheet. The details are as follows:

 

   Sovereign
Plastics		 
   December 31, 
(Amounts in thousands, except share and per share data)  2021 
Assets    
Cash  $26 
Accounts receivable, net   222 
Inventory, net   295 
Prepaid and deferred expenses   266 
Assets of discontinued operations – current   809 
Property and equipment, net   736 
Operating lease right-of-use assets   717 
Goodwill   48 
Other assets – long term   73 
Assets of discontinued operations – long-term   1,574 
Total assets of discontinued operations  $2,383 
      
Liabilities     
Accounts payable  $129 
Accrued liabilities   50 
Accrued payroll   52 
Contract liabilities, current   475 
Operating lease liabilities, current   194 
Current portion of long-term debt, net of unamortized discounts and debt issuance costs   11 
Liabilities of discontinued operations - current   911 
Contract liabilities – long term   34 
Operating lease liabilities – long term   553 
Liabilities of discontinued operations – long-term   587 
Total liabilities of discontinued operations  $1,498 

 

Sky Sapience Ltd.

 

Sky Sapience was acquired on February 25, 2021 (see Note 20 – Business Acquisitions – Sky Sapience Ltd.) and is a manufacturer of drones with a patented tethered hovering technology that provides long-duration, mobile and all-weather Intelligence, Surveillance and Reconnaissance (ISR) capabilities to customers worldwide for both land and marine-based applications based out of Israel. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sky Sapience in the future as compared to the opportunities available to Sky Sapience in the future, and the availability of strategic alternatives. On December 21, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sky Sapience. On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million (see Note 22 – Subsequent Events – Business Developments for additional information). The sale of Sky Sapience didn’t qualify for discontinued operations presentation because the sale didn’t represent a strategic shift that will have a major effect on the Company’s operations (the Company will continue to be in the drone business). Sky Sapience’s assets and liabilities met the criteria to be classified as held for sale as of December 31, 2022 as follows:

 

   Sky Sapience 
   December 31, 
(Amounts in thousands, except share and per share data)  2022 
Assets    
Cash  $35 
Inventory, net   535 
Prepaid and deferred expenses   56 
Other current assets   25 
Assets held for sale - current   651 
Property and equipment, net   640 
Operating lease right-of-use assets   269 
Intangible assets, net   246 
Goodwill   1,219 
Assets held for sale - long-term   2,374 
Total assets held for sale  $3,025 
      
Liabilities     
Accounts payable  $233 
Accrued liabilities   321 
Accrued payroll   321 
Contract liabilities, current   1,347 
Operating lease liabilities, current   120 
Liabilities of assets held for sale - current   2,342 
Operating lease liabilities - long term   140 
Liabilities held for sale - long-term   140 
Total liabilities held for sale  $2,482 
XML 29 R11.htm IDEA: XBRL DOCUMENT v3.23.3
Going Concern and Liquidity
 12 Months Ended
Dec. 31, 2022
Going Concern and Liquidity [Abstract]  
GOING CONCERN AND LIQUIDITY

NOTE 4 GOING CONCERN AND LIQUIDITY

 

U.S. GAAP requires management to assess a company’s ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances.

 

The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the year ended December 31, 2022, the Company generated negative cash flows from operations of $9.5 million and had an accumulated deficit of $297.6 million and working capital deficit of $15.9 million. These factors raise substantial doubt about our ability to continue as a going concern.

  

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund growth initiatives. Based on current cash on hand and subsequent activity as described herein (see Note 22 – Subsequent Events – Business Developments and Debt and Equity Developments), the Company presently only has enough cash on hand to operate on a month-to-month basis, without raising additional capital or selling assets. Because of the Company’s limited cash availability, its operations have been scaled back to the extent possible (see Note 21 – Other Business Developments – Business Developments and Note 22 – Subsequent Events – Business Developments). Management continues to explore opportunities with third parties and related parties; however, it has not entered into any agreement to provide the necessary additional capital, except as disclosed herein.

 

The Company will continue to pursue the actions outlined above, as well as work towards increasing revenue and operating cash flows to meet its future liquidity requirements. However, there can be no assurance that the Company will be successful in any capital-raising or profit-enhancing efforts that it may undertake, and these planned actions do not alleviate the substantial doubt. If the Company is not able to obtain additional financing on a timely basis, it may have to further delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on its business, financial condition and results of operations, and ultimately, it could be forced to discontinue operations, liquidate assets and/or seek reorganization under the U.S. bankruptcy code.
XML 30 R12.htm IDEA: XBRL DOCUMENT v3.23.3
Revenue
 12 Months Ended
Dec. 31, 2022
Revenue [Abstract]  
REVENUE

NOTE 5 REVENUE

 

Revenue by type consisted of the following for the year ended December 31, 2022 and 2021:

 

   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Telecom hardware  $4,234   $5,871 
Repairs   
-
    189 
Support & maintenance   157    634 
Drones   4,828    997 
Consulting   218    406 
Warranty   
-
    213 
Other   441    754 
Total revenue  $9,878   $9,064 

 

The following table is a summary of the Company’s timing of revenue recognition for the years ended December 31, 2022 and 2021:

 

   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Timing of revenue recognition:        
Services and products transferred at a point in time  $9,624   $8,657 
Services and products transferred over time   254    407 
Total revenue  $9,878   $9,064 

 

The Company disaggregates revenue by source and geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

 

Revenue by source consisted of the following for the years ended December 31, 2022 and 2021:

 

   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Revenue by products and services:        
Products  $9,624   $7,760 
Services   254    1,304 
Total revenue  $9,878   $9,064 

 

Revenue by geographic destination consisted of the following for the years ended December 31, 2022 and 2021:

 

   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Revenue by geography:        
North America  $9,165   $7,991 
International   713    1,073 
Total revenue  $9,878   $9,064 

 

Contract Balances

 

The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. Contract liabilities consist of cash payments received (or unconditional rights to receive cash) in advance of fulfilling performance obligations. As of December 31, 2022 and 2021, respectively, the Company did not have a material contract assets balance.

 

The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers.

 

(Amounts in thousands)  Total 
Balance at December 31, 2021  $3,415 
New invoices not yet earned   4,704 
Old invoices earned   (3,338)
Reclassified to held for sale   (1,347)
Balance at December 31, 2022  $3,384 

 

In 2022, $3.3 million of deferred revenue from December 31, 2021 was recognized and recorded as revenue in the current year and $2.0 million and $1.4 million of the balance of deferred revenue as of December 31, 2022 is expected to be recognized and recorded as revenue during 2023 and 2024, respectively.
XML 31 R13.htm IDEA: XBRL DOCUMENT v3.23.3
Earnings (Loss) Per Share
 12 Months Ended
Dec. 31, 2022
Earnings (Loss) Per Share [Abstract]  
EARNINGS (LOSS) PER SHARE

NOTE 6 EARNINGS (LOSS) PER SHARE

 

Earnings or Loss per Share

 

The Company accounts for earnings or loss per share pursuant to ASC 260, Earnings Per Share, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options, restricted stock units and warrants for each period.

 

Potential common shares issuable to employees, non-employees and directors upon exercise or conversion of shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss attributable to common shareholders. Stock options and warrants are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company’s common stock for the period (out-of-the-money), regardless of whether the Company is in a period of net loss attributable to common shareholders.

 

The following weighted-average potential common shares were excluded from the diluted loss per common share as their effect was anti-dilutive as of December 31, 2022 and 2021:

 

   December 31, 
   2022   2021 
Options   26,554    70,405 
Warrants   115,899    128,771 
Convertible notes   21,728    58,860 
    164,181    258,036 
XML 32 R14.htm IDEA: XBRL DOCUMENT v3.23.3
Cash, Cash Equivalents, and Restricted Cash
 12 Months Ended
Dec. 31, 2022
Cash, Cash Equivalents, and Restricted Cash [Abstract]  
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

NOTE 7 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

 

Cash, cash equivalents and restricted cash consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Cash and cash equivalents  $1,868   $1,596 
Restricted cash   
-
    277 
Total  $1,868   $1,873 

 

Cash, cash equivalents, and restricted cash are represented by operating accounts or money market accounts maintained with insured financial institutions, including cash equivalents, defined as all short-term, highly-liquid investments with maturities of three months or less when purchased. The Company had no cash equivalents as of December 31, 2022 and December 31, 2021, respectively. During the year ended December 31, 2022, $195,000 of restricted cash was released upon the sale of a building (see Note 11 – Property and Equipment, Net for additional information related to the sale of the building). The remaining $47,000 was released upon the abandonment of overseas equipment leases and $35,000 was reclassified to assets held for sale (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale – Sky Sapience Ltd. for information on the sale of Sky Sapience).
XML 33 R15.htm IDEA: XBRL DOCUMENT v3.23.3
Accounts Receivable, Net
 12 Months Ended
Dec. 31, 2022
Accounts Receivable, Net [Abstract]  
ACCOUNTS RECEIVABLE, NET

NOTE 8 ACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Accounts receivable  $2,372   $2,391 
Less: allowance for doubtful accounts   (1,246)   (1,015)
   Total accounts receivable, net  $1,126   $1,376 

 

Bad debt expense totaled $0.3 million for the year ended December 31, 2022, compared to $0.2 million for the year ended December 31, 2021.
XML 34 R16.htm IDEA: XBRL DOCUMENT v3.23.3
Inventory
 12 Months Ended
Dec. 31, 2022
Inventory [Abstract]  
INVENTORY

NOTE 9 INVENTORY

 

Inventory consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Raw materials  $3,685   $6,587 
Work in progress   560    1,202 
Finished goods   480    3,592 
Total inventory   4,725    11,381 
Reserve   (759)   (1,132)
Total inventory, net  $3,966   $10,249 
XML 35 R17.htm IDEA: XBRL DOCUMENT v3.23.3
Prepaid Expenses
 12 Months Ended
Dec. 31, 2022
Prepaid Expenses [Abstract]  
PREPAID EXPENSES

NOTE 10 PREPAID EXPENSES

 

Prepaid expenses consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Prepaid products and services  $3,557   $6,840 
Prepaid rent and security deposit   14    96 
Total prepaid expenses  $3,571   $6,936 

 

Prepaids and deferred expenses include cash paid in advance for rent and security deposits, inventory and other. As of December 31, 2022 and 2021, prepaid products and services were mostly comprised of deposits for radio inventory of $2.9 million and $5.4 million, respectively.
XML 36 R18.htm IDEA: XBRL DOCUMENT v3.23.3
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2022
Property and Equipment, Net [Abstract]  
PROPERTY AND EQUIPMENT, NET

NOTE 11 PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Shop machinery and equipment  $672   $10,103 
Computers and electronics   766    1,436 
Office furniture and fixtures   68    744 
Leasehold improvements   41    543 
Building   
-
    4,801 
Land   
-
    1,330 
Building improvements   
-
    755 
Total property and equipment   1,547    19,712 
Less: accumulated depreciation   (1,170)   (10,960)
Total property and equipment, net  $377   $8,752 

 

For the years ended December 31, 2022 and 2021, the Company invested $0.2 million and $3.1 million, respectively, in capital expenditures.

 

On January 31, 2022, the Company sold its Tucson, Arizona office building (the “Tucson Building”) for $15.8 million in cash. The Tucson Building had a carrying value of $6.7 million, including the $4.8 million cost basis of the building, the $1.3 million cost basis of the land, and the $0.8 million related to building improvements, partially offset by $0.2 million of accumulated depreciation. The Company recognized an $8.4 million gain on sale of assets, which is net of $0.7 million of related transaction costs. See Note 13 – Leases for additional information about the subsequent leaseback of the office building.

 

During the year ended December 31, 2022, the Company derecognized the property and equipment associated with the following transactions (see Note 13 – Leases and Note 21 – Other Business Developments for additional information):

 

a)Abandonment of Tucson Building lease – gross assets of $0.6 million with a net book value of $0.1 million on February 1, 2022;

 

b)Sale of DragonWave-X Canada, Inc. assets – gross assets of $8.5 million with a net book value of $0.0 million on May 23, 2022; and

 

c)Transfer of Innovation Digital, LLC assets – gross assets of $0.1 million with a net book value of $0.1 million on June 23, 2022.

 

The Company recognized $0.9 million and $1.2 million of depreciation expense for the years ended December 31, 2022 and 2021, respectively.
XML 37 R19.htm IDEA: XBRL DOCUMENT v3.23.3
Goodwill and Other Intangible Assets
 12 Months Ended
Dec. 31, 2022
Goodwill and Other Intangible Assets [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 12 GOODWILL AND OTHER INTANGIBLE ASSETS

 

Goodwill

 

The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021:

 

(Amounts in thousands)  Total 
Balance at December 31, 2020  $64,850 
Recognition   35,478 
Impairments   (62,385)
Balance at December 31, 2021   37,943 
Derecognition   (74)
Impairments   (29,340)
Reclassified to held for sale   (1,219)
Balance at December 31, 2022  $7,310 

 

During the year ended December 31, 2022, the Company, with the assistance of a 3rd party appraiser, determined that it was more likely than not that certain reporting unit’s fair value were below their reporting unit’s carrying amounts due to declines in the Company’s market. As a result, the Company determined it was a triggering event. Accordingly, it was necessary to perform impairment testing. The appraiser used a methodology that incorporated both market metrics and cash flows to arrive at the fair values. During the year ended December 31, 2022, the Company, utilizing a 3-6.3% revenue growth rate and a weighted-average cost of capital range of 14%, recorded impairment charges for goodwill in the aggregate amount of $29.3 million (see Note 2 – Summary of Significant Accounting Policies – Long-Lived Assets and Goodwill). During the year ended December 31, 2021, the Company recorded an impairment charge for goodwill in the amount of $62.4 million.

Intangible Assets

 

The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of December 31, 2022 and 2021:

 

(Amounts in thousands)  Trade
Names		   Licenses   Technology   Customer
Relationships		   Intellectual
Property		   Software   Total 
Net balance at December 31, 2020  $4,623   $316   $29,476   $15,716   $3,057   $
-
   $53,188 
Additions   292    
-
    8,477    9,273    
-
    741    18,783 
Impairments   (4,915)   (281)   (16,769)   (21,705)   
-
    
-
    (43,670)
Amortization   
-
    (35)   (6,988)   (3,284)   (2,466)   (68)   (12,841)
Net balance at December 31, 2021   
-
    
-
    14,196    
-
    591    673    15,460 
Reclassified to held for sale   
-
    
-
    (246)   
-
    
-
    
-
    (246)
Derecognition   
-
    
-
    (580)   
-
    
-
    
-
    (580)
Impairments   
-
    
-
    (11,611)   
-
    
-
    (487)   (12,098)
Amortization   
-
    
-
    (980)   
-
    (60)   (68)   (1,108)
Net balance at December 31, 2022  $
-
   $
-
   $779   $
-
   $531   $118   $1,428 

 

On June 23, 2022, the Company executed an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital, LLC (“Innovation Digital”) which resulted in the derecognition of goodwill and intangible assets shown in the tables above.

 

During the year ended December 31, 2022, the Company recorded impairment charges for other definite-lived intangible assets in the aggregate amount of $12.1 million. During the year ended December 31, 2021, the Company recorded an impairment charge for other definite-lived intangible assets in the amount of $43.7 million.

 

During the years ended December 31, 2022 and 2021, the Company recorded amortization expense of intangible assets of $1.1 million and $12.8 million, respectively. The Company’s amortization is based on no residual value using the straight-line amortization method as it best represents the benefit of the intangible assets.

 

The following table sets forth the weighted-average amortization period, in total and by major intangible asset class.

 

Asset Class  Weighted-
Average
Amortization
Period		 
Technology   9.48 years 
Intellectual property   9.50 years 
Software   9.50 years 
All intangible assets   9.49 years 

 

As of December 31, 2022, the expected amortization expense for the existing unamortized acquired intangible assets for the next five years and thereafter was as follows:

 

(Amounts in thousands)  Amount 
2023  $151 
2024   151 
2025   151 
2026   151 
2027   151 
Thereafter   673 
All intangible assets  $1,428 

 

As part of the Company’s restructuring, commencing January 1, 2023, the Company has integrated its previously separate reporting units, including employing a single integrated sales function, and the Chief Executive Officer intends to manage the Company and make decisions based on the Company’s consolidated operating results. Accordingly, beginning on January 1, 2023, management has determined that the Company represents a single reporting unit.
XML 38 R20.htm IDEA: XBRL DOCUMENT v3.23.3
Leases
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
LEASES

NOTE 13 LEASES

 

Operating Leases

 

The Company has operating leases for office, manufacturing and warehouse space, along with office equipment. Balances as of December 31, 2022 and 2021 for operating leases were as follows:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Operating lease ROU assets  $97   $3,000 
Operating lease liability  $11,137   $3,126 

 

As part of the SKS business acquisition on February 25, 2021, the Company assumed a lease used for office space with a remaining term of approximately 16 months that expires on July 1, 2023. Monthly payments are approximately $16,000 during the remaining life of the lease. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms.

 

As part of the RVision business acquisition on April 1, 2021, the Company assumed a lease of office space with a remaining term of approximately 33 months that will expire on March 31, 2024. Monthly payments are $7,000 during the remaining life of the lease. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms.

 

On February 1, 2022, the Company entered into a lease agreement with the new owners of the Tucson Building (see Note 11 – Property and Equipment, Net), for a term of 10 years with no option to renew. Monthly rent increases annually from $98,300 per month in year one to $128,200 a month in the final year of the lease. The Company posted a $1.0 million security deposit in connection with the commencement of the lease, which was initially classified in other assets – long term and subsequently reclassified against lease liabilities on the Consolidated Balance Sheet. The Company determined that the transactions represented a sale and leaseback and, accordingly, established a new operating lease ROU asset and operating lease liability of $10.1 million. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms. In May 2022, the Company abandoned its lease of the Tucson Building after previously defaulting on the lease.

 

In June 2022, ComSovereign Corp. abandoned its Dallas, TX office lease and VEO Photonics, Inc. abandoned its San Diego, CA office lease. In July 2022, the Company abandoned its Chantilly, VA office lease. In connection with the lease abandonments for the year ended December 31, 2022, the Company recognized $13.6 million in losses due to the write-offs of the ROU-assets and other abandoned assets and applied its security deposit assets against its operating lease liabilities (including $10.1 million related to the Tucson Building). As a result of the abandonment of leases, the Company has maintained its liabilities in connection with the leases until a release is negotiated with the lessors or the amount of mitigation is evident. 

 

Other information related to the Company’s operating leases are as follows:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Operating lease cost  $1,341   $1,253 
Short-term lease cost  $41   $89 
           
Right-of-use assets obtained in exchange for lease obligations          
Operating leases  $10,052   $1,217 
           
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flows from operating leases  $740   $975 

 

The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company’s operating leases as of December 31, 2022 and 2021:

 

   December 31,
(Amounts in thousands)  2022  2021
Weighted average remaining lease term  7.9 years  5.4 years
Weighted average discount rate  5.52%  5.97%

 

The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2022:

 

   Operating 
(Amounts in thousands)  Leases 
2023  $1,815 
2024   1,720 
2025   1,625 
2026   1,386 
2027   1,424 
Thereafter   6,862 
Total minimum lease payments   14,832 
Less: effect of discounting   (3,695)
Present value of future minimum lease payments   11,137 
Less: current obligations under leases   (1,321)
Long-term lease obligations  $9,816 
XML 39 R21.htm IDEA: XBRL DOCUMENT v3.23.3
Debt
 12 Months Ended
Dec. 31, 2022
Debt [Abstract]  
DEBT

NOTE 14 DEBT

 

Debt consisted of the following as of December 31, 2022 and 2021:

 

         December 31,
         2022   2021
(Amounts in thousands)  Note
Reference		  Maturity
Date		  Amount
Outstanding		   Interest
Rate		   Amount
Outstanding		   Interest
Rate
Secured Notes Payable                     
Secured senior convertible note payable  A  5/27/23  $51   6.0%   $6,417   6.0%
Secured senior convertible note payable  B  8/25/23   59   6.0%    4,833   6.0%
Secured note payable  C  10/17/23   368   6.0%    
-
  
-
Secured note payable  D  11/8/23   263   6.0%    
-
  
-
Secured note payable  E  11/26/21   775   15.0%    1,000   9.0%
Secured note payable  F  7/29/24   550   8.0%    
-
  
-
Secured note payable  G  1/29/22   
-
  
-
    5,205   >8% or Libor +6.75%
Secured note payable  H  6/30/23   50  
-
    
-
  
-
SBA loan  I  5/15/50   150   3.8%    150   3.8%
Total secured notes payable         2,266        17,605    
                        
Unsecured Notes Payable                       
Note payable - related party  J  3/31/23   100   3.0%    
-
  
-
Note payable  K  7/29/23   26   15.0%    
-
  
-
PPP loans  L  5/5/22   
-
   1.0%    2   1.0%
Total notes payable         126        2    
                        
Unsecured Convertible Notes Payable                       
Convertible note payable  M  6/3/22   
-
   5.0%    600   5.0%
Convertible note payable  N  1/29/26   11,150   15.0%    11,150   1.0%
Total convertible notes payable         11,150        11,750    
                        
Total debt         13,542        29,357    
Less: unamortized discounts and debt issuance costs         (11)       (3,518)   
Total long-term debt, less discounts and debt issuance costs         13,531        25,839    
Less: current portion of debt         (11,636)       (13,566)   
Non-current portion of debt        $1,895       $12,273    

 

For Note A, on May 27, 2021, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company sold to the investor a senior secured convertible promissory note in the original principal amount of $11.0 million and warrants to purchase up to 18,200 shares of the Company’s common stock for a purchase price of $10 million (representing an original issue discount of 10.0% on the note), of which the Company received $5 million on May 28, 2021 and $5 million on June 2, 2021. On August 25, 2021, the Company entered into a first amendment and limited waiver to the securities purchase agreement dated as of May 27, 2021 and amended and restated the convertible note. The amended note bears interest at the rate of 6% per annum from the date of funding and matures on May 27, 2023. The Company is required to make monthly interest and principal payments in 18 equal monthly installments of $611,000 each, commencing in November 2021. So long as shares of the Company’s common stock are registered for resale under the Securities Act of 1933, as amended, or may be sold without restriction on the number of shares or manner of sale, the Company has the right to make interest and principal payments in the form of additional shares of common stock, which shares will be valued at 90% of the average of the five lowest daily volume weighted average price per share of the common stock during the ten trading days immediately preceding the date of issuance of such shares of common stock. The note is guaranteed by the Company’s subsidiaries and is secured by a Securities Purchase Agreement (“Initial SPA”) securing a first priority lien on substantially all of the Company’s assets and properties and the assets and properties of its subsidiaries, subject only to the liens securing the approximately $1.5 million principal amount of outstanding indebtedness in connection with three of our subsidiaries. The warrants are exercisable to purchase up to 18,200 shares of the Company’s common stock for a purchase price of $300 per share, subject to adjustment, at any time on or prior to May 27, 2026, and may be exercised on a cashless basis if the shares of common stock underlying the Warrants are not then registered under the Securities Act.

 

On or about April 15, 2022, as a result of the Company not filing its Annual Report on Form 10-K for the year ended December 31, 2021 on a timely basis, the Note entered into default, which resulted in a 5% or $0.2 million increase in the principal value, pursuant to the terms of the Note. The default also enabled the note holders, upon notice to the Company, to periodically convert a portion of the associated principal and accrued interest into common stock at a 20% discount to the three lowest daily volume-weighted-average-prices during the prior twenty trading days (“Note Holder Conversions”). During the year ended December 31, 2022, the principal amount was reduced by an aggregate of $6.4 million, which was comprised of (a) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 22,834 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $4.1 million of principal due to Note Holder Conversions into an aggregate of 802,463 shares of the Company’s common stock. Amounts recorded as debt discounts were fully recognized and recorded in loss on extinguishment of debt as a result of the aforementioned debt conversions.

  

For Note B, on August 25, 2021, the Company entered into a securities purchase agreement with an investor, pursuant to which we sold to the investor a senior secured convertible promissory note in the original principal amount of $5.8 million and warrants to purchase up to 13,158 shares of our common stock for a purchase price of $5 million (representing an original issue discount of 16.0% on the note), which $5 million the Company received on August 26, 2021. The note bears interest at the rate of 6% per annum from the date of funding and matures on August 25, 2023. The Company is required to make monthly interest and principal payments in 18 equal monthly installments of $322,000 each, commencing in November 2021. So long as shares of our common stock are registered for resale under the Securities Act of 1933, as amended, or may be sold without restriction on the number of shares or manner of sale, the Company has the right to make interest and principal payments in the form of additional shares of common stock, which shares will be valued at 90% of the average of the five lowest daily volume weighted average price per share of the common stock during the ten trading days immediately preceding the date of issuance of such shares of common stock. The note is convertible by the holder in whole or in part at any time after the six-month anniversary of the issuance date into shares of the Company’s common stock at a conversion price of $300 per share, subject to adjustment and certain limitations. The Company has the right to prepay the amended note at any time with no penalty. However, should the Company exercise its buy-back right, the holder of the amended note will have the option of converting 33 1/3% of the outstanding principal amount of the note into shares of common stock at a conversion price equal to the lower of (A) the repayment price, or (B) the conversion price then in effect. The note is guaranteed by the Company’s subsidiaries and is secured by a Securities Purchase Agreement (“Second SPA” and collectively with the Initial SPA, the “SPAs”) securing a first priority lien on substantially all of the Company’s assets and properties and the assets and properties of its subsidiaries, subject only to the liens securing the approximately $1.5 million principal amount of outstanding indebtedness of three of our subsidiaries. The warrants are exercisable to purchase up to 13,158 shares of the Company’s common stock for a purchase price of $300 per share, subject to adjustment, at any time on or prior to August 25, 2026, and may be exercised on a cashless basis if the shares of common stock underlying the Warrants are not then registered under the Securities Act.

 

On or about April 15, 2022, as a result of the Company not filing its Annual Report on Form 10-K for the year ended December 31, 2021 on a timely basis, the Note entered into default, which resulted in a 5% or $0.2 million increase in the principal value, pursuant to the terms of the Note. The default also enabled the note holders, upon notice to the Company, to periodically convert a portion of the associated principal and accrued interest into common stock at a 20% discount to the three lowest daily volume-weighted-average-prices during the prior twenty trading days (“Note Holder Conversions”). During the year ended December 31, 2022, the principal amount was reduced by an aggregate of $4.8 million, which was comprised of (a) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 12,466 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $3.7 million of principal due to Note Holder Conversions into an aggregate of 719,675 shares of the Company’s common stock. Amounts recorded as debt discounts were fully recognized and recorded in loss on extinguishment of debt as a result of the aforementioned debt conversions.

 

For Note C, on October 17, 2022, the Company sold a promissory note in the principal amount of $367,500 to the Company’s senior secured lenders. This note bears interest at 6% per annum, is due October 17, 2023, and is also secured by the August 25, 2021 SPAs between the Company and its senior secured lenders.

 

For Note D, on November 8, 2022, the Company sold a promissory note with a face value of $262,500 with an original issue discount of $12,500 to the Company’s senior secured lenders. This note bears interest at 6% per annum, is due November 8, 2023, and also is secured by the August 25, 2021 SPAs between the Company and its senior secured lenders.

 

For Note E, in November 2019, DragonWave entered into a secured loan agreement with an individual lender pursuant to which DragonWave received a $2.0 million loan bearing interest at the rate of 9.0% per annum that matured on November 26, 2021. Upon an event of default, the interest rate would have automatically increased to 15% per annum on any unpaid principal and interest, compounded monthly, and all unpaid principal and accrued interest would become due on-demand. Accrued interest was calculated on a compound basis and was payable semi-annually in May and November of each year. The note was secured by all of the assets of DragonWave and was guaranteed by ComSovereign pursuant to the November 26, 2019 Secured Loan Agreement. The debt issuance costs were the result of the issuance of 3,500 shares of common stock of the Company and a cash payment of $80,000. The Company defaulted on this loan during 2021, causing the interest rate to increase to a monthly compounded rate of 15% per annum, a late charge of 5% to be incurred, and the loan and accrued interest to become due on-demand. Amounts recorded as debt discounts and issuance costs were fully amortized and recognized in interest expense during 2021 as a result of the loan becoming due on-demand from the default event. On January 26, 2021, $1.0 million of the principal amount of this loan and all accrued interest with a combined total of $1.2 million, was fully extinguished at the rate of $415 per unit, as defined in our public offering, resulting in the issuance of 2,957 shares of issued common stock of the Company, along with warrants to purchase up to 2,957 shares of common stock that are exercisable for a purchase price of $450 per share at any time on or prior to January 26, 2026. This loan has been in default since November 26, 2021. During the year ended December 31, 2022, principal and interest of $0.5 million was paid in cash and the remaining interest and fees of $275,000 were compounded into principal outstanding. As of December 31, 2022, $0.8 million is outstanding under this loan.

 

For Note F, on or about April 29, 2022, the Company sold an original issue discount note with a face value of $550,000 to an investor for the purchase price of $500,000. This note was due approximately July 29, 2022 and bears a default rate of 12% after the maturity date. The note was secured by all of the assets of Lighter Than Air Systems Corp. and was guaranteed by ComSovereign pursuant to the April 29, 2022 Secured Loan Agreement. On July 26, 2022, the Company received notice from the promissory note holder that the promissory note in the principal amount of $550,000 was due. As of the date of this filing, this note remains outstanding. On May 9, 2022, in connection with the note issuance, the Company issued 2,400 shares of common stock to an advisor pursuant to an advisory agreement dated April 29, 2022. On March 14, 2023, the note was retro-amended to extend the maturity date to July 29, 2024 with an interest rate of 8% and the ability to convert principal and interest into shares of the Company’s common stock at a 10% discount to the closing price on which the conversion is elected effective September 15, 2023. In addition, the note became secured with a second priority security interest on the assets of its Lighter Than Air Systems Corp. (d/b/a Drone Aviation Corp) business and agreed to extend the term of the advisory for an additional two years pursuant to the original note and issue an additional 12,000 shares of the Company’s restricted stock per year while the note is outstanding. See Note 22 – Subsequent Events – Debt and Equity Developments for additional information.

 

For Note G, on January 29, 2021, the Company entered into a secured $5.2 million term loan that bore interest at the higher rate of 8% or LIBOR plus 6.75%, that matured in January 2022 in connection with our acquisition of the Tucson Building. That note was secured by a deed of trust on the Tucson Building. On January 31, 2022, we completed the sale of the Tucson Building and the principal of $5.2 million was repaid in cash from the proceeds of the building sale. See Note 11 – Property and Equipment, Net for additional information related to the Tucson Building sale.

 

For Note H, on December 6, 2022, the Company sold a secured $50,000 promissory note bearing no interest for the purchase of components for which the lender agreed to receive payments with a maturity date of June 30, 2023. The note was secured by the components purchased and was guaranteed by ComSovereign pursuant to the December 6, 2022 Agreement for the Purchase and Sale of Components. As a result of defaulting on the note, the interest rate was increased to the rate of 15% per annum.

 

For Note I, RF Engineering received an SBA loan in the principal amount of $150,000 bearing interest at 3.75% per annum and with a maturity date of May 15, 2050, and is secured by all the assets of RF Engineering pursuant to the May 15, 2020 Security Agreement between the Company and its secured lenders. In the event of default, all amounts past due under this note are subject to acceleration of principal and due on demand. As of December 31, 2022, interest of $4,000 was paid in cash and an aggregate amount of principal of $150,000 is in default under this loan.

 

For Note J, on April 1, 2022, the Company entered into a note agreement with a related party who is an Executive Officer of the Company for cash proceeds of $100,000 with a maturity date of March 31, 2023 and an interest rate of 3%. As of December 31, 2022, the proceeds were recorded as a related party note in current liabilities. On March 31, 2023, the note was amended to extend the maturity date to December 31, 2023 with an interest rate of 5.5%.

 

For Note K, on July 29, 2022, the Company sold a promissory note in the principal amount of $26,250 with an original issue discount of 5.0% to the Company’s senior secured lenders. This note bears interest at 15% per annum and is due July 29, 2023. As of December 31, 2022, the principal amount of $26,250 remains unpaid.

 

For Note L, between April 30 and May 26, 2020, six of the Company’s subsidiaries received loan proceeds in the aggregate amount of $455,000 under the Paycheck Protection Program (“PPP”). The PPP loan had a maturity of 2 years and an interest rate of 1% per annum. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable pursuant to section 1106 of the CARES Act, after a period of up to 24 weeks, as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness shall be calculated in accordance with the requirements of the PPP, including the provisions of Section 1106 of the CARES Act, although no more than 40 percent of the amount forgiven can be attributable to non-payroll costs. Further, the amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the period of up to 24 weeks. During the year ended December 31, 2021, an aggregate amount of $0.7 million had been forgiven under these loans. Additional PPP loans were applied for in 2021 and were forgiven in 2021. During the year ended December 31, 2022, the remaining aggregate principal of $2,000 of these notes was fully repaid.

 

For Note M, on June 3, 2021, in connection with the acquisition of Innovation Digital, the Company issued to the seller a convertible promissory note in the principal amount of $0.6 million. The convertible promissory bears interest at the rate of 5% per annum, matures on June 3, 2022 and is convertible into shares of the Company’s common stock commencing on December 3, 2021 at an initial conversion price of $235 per share; provided, however, that on the maturity date, the holder may (i) demand payment of the entire outstanding principal balance and all unpaid accrued interest under Convertible Note or (ii) continue to hold the Convertible Note, in which case the convertible note shall thereafter accrue interest at the rate of 10% per annum, compounded annually, until such time as (x) the holder makes a demand of payment and the convertible note is repaid in full; or (y) the convertible note is converted in full. If the convertible note is converted into shares of the Company’s common stock after the maturity date of the convertible note, the conversion price will be the closing price of our common stock on the date the conversion notice is provided to the Company. On June 3, 2022, this note went into default. On June 23, 2022, the Company reached an agreement with the former owners of Innovation Digital to return to the former owners of Innovation Digital 15 patents and 5 pending or provisional patents to those former owners in return for the cancellation of the outstanding $600,000 promissory note, the return of 5,000 shares of common stock, and the waiver of certain severance payments. See Note 21 – Other Business Developments for additional information.

 

For Note N, on January 29, 2021, in connection with its acquisition of FastBack, the Company issued to the sellers $11.2 million aggregate principal amount of convertible promissory notes. The individual principal amounts of the notes ranged from $6,000 to $5,600,000. These notes initially bear interest at the rate of 1.01% per annum, which is to be adjusted to the prime rate as published by the Wall Street Journal on each annual anniversary of the issuance date and mature on January 29, 2026. Interest is payable in cash annually in arrears on each January 1. As of January 29, 2022, the outstanding principal and accrued interest on these notes may be converted in full to shares of the Company’s common stock at a conversion price of $522 per share, subject to adjustment. Upon an event of default, the interest rate will automatically increase to 15% per annum compounded annually, and all unpaid principal and accrued interest may become due on-demand. Principal and any unpaid accrued interest are due on the maturity date. Upon maturity, the interest rate will automatically increase to 15% per annum compounded annually on any unpaid principal. On May 24, 2022, the Company received notice from counsel for holders of $11.2 million of convertible promissory notes issued in connection with the acquisition of FastBack that the Company had failed to file its Annual Report on Form 10-K in a timely manner, as required by the terms of the convertible promissory notes. While the note holders have the right to accelerate the maturity of the principal, the notice simply indicated that the holders were reserving their rights. As of December 31, 2022, an aggregate of $1.3 million of principal is classified as long-term debt pursuant to post-December 31, 2022 special conversions of principal and accrued interest into 280,625 shares of the Company’s common stock, pursuant to a limited time offer for conversions at a discounted rate of 81% of the closing market price of the Company’s common stock on the day special conversion notices were received. See Note 22 – Subsequent Events – Debt and Equity Developments for additional information.

 

Certain agreements governing the secured notes payable, unsecured notes payable, and unsecured convertible notes payable contain customary covenants, such as limitations on liens, dispositions, mergers, entry into other lines of business, investments and the incurrence of additional indebtedness.

 

All debt agreements are subject to customary events of default. If an event of default occurs with respect to the debt agreements and is continuing, the lenders may accelerate the applicable amounts due. The Company is in default on several debt agreements and has accrued the proper penalties or disclosed any additional contingencies that resulted from the default.

 

Future maturities contractually required by the Company under long-term debt obligations are as follows for the years ending December 31:

 

(Amounts in thousands)  Total 
2023   11,647 
2024   550 
2025   
-
 
2026   
-
 
2027   
-
 
Thereafter   1,345 
Total  $13,542 
XML 40 R22.htm IDEA: XBRL DOCUMENT v3.23.3
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2022
Stockholders’ Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 15 STOCKHOLDERS’ (DEFICIENCY) EQUITY

 

Reverse Stock Splits

 

Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented.

 

Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented.

 

Authorized Shares

 

As of December 31, 2022 and 2021, the Company had 300,000,000 shares of common stock authorized for issuance and 2,381,136 and 819,851 shares of common stock issued and 2,380,803 and 819,518 shares of common stock outstanding as of December 31, 2022 and 2021, respectively.

 

As of December 31, 2022 and 2021, the Company had 100,000,000 shares of preferred stock authorized for issuance, 690,000 shares of preferred stock designated as Series A Preferred Stock, and 320,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2022 and 2021, respectively.

 

Public Offerings

 

On January 26, 2021, the Company sold an aggregate of 41,852 shares of the Company’s common stock at a price to the public of $415 per share (the “First Offering”), and a warrant to purchase one share of common stock at an exercise price of $450 per share (the “First Offering Warrants”), pursuant to an underwriting agreement dated as of January 21, 2021, between the Company and the representative (the “Representative”) of the several underwriters named in the underwriting agreement. Pursuant to the First Offering, the Company received gross proceeds of approximately $17.4 million and had total expenses of approximately $2.7 million, which included the underwriting discounts and commissions of approximately 8% and the Representative’s reimbursable expenses relating to the First Offering. See Warrants within this footnote for additional information on warrants issued.

 

On February 10, 2021, the Company sold an aggregate of 64,942 shares of the Company’s common stock at a price to the public of $425 per share (the “Second Offering”), pursuant to an underwriting agreement dated as of February 10, 2021 between the Company and the Representative of the several underwriters named in the underwriting agreement. Pursuant to the Second Offering, the Company received gross proceeds of approximately $27.6 million and had total expenses of approximately $2.6 million, which included the underwriting discounts and commissions of approximately 8% and the Representative’s reimbursable expenses relating to the First Offering. See Warrants within this footnote for additional information on warrants issued.

 

Acquisitions

 

During the year ended December 31, 2021, the Company issued an aggregate of 151,354 shares of common stock upon completed acquisitions of RF Engineering & Energy Resource, Saguna Networks, Innovation Digital, RVision, and Sky Sapience with an aggregate fair value of $33.9 million. See Note 20 – Business Acquisitions for additional information.

 

Sale of 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock

 

On October 26, 2021, the Company filed a Certificate of Designations of 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Nevada, which classified and designated 690,000 shares of the Company’s authorized preferred stock, par value $0.0001 per share, as 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

 

On October 29, 2021, the Company sold in a public offering 320,000 shares of the Company’s Series A Preferred Stock at a public offering price of $25.00 per share which is the initial liquidation preference of the Series A Preferred Stock.

 

The Series A Preferred Stock has been listed on The Nasdaq Capital Market under the symbol “COMSP”.

 

The net proceeds to the Company from this Offering were approximately $7.2 million after deducting underwriting discounts and commissions and expenses payable by the Company. 

 

Preferred Stock – Liquidation Preference

 

Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, before any distribution or payment shall be made to holders of shares of our common stock or any other class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, junior to the Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”), holders of shares of Series A Preferred Stock will be entitled to be paid out of our assets legally available for distribution to our stockholders, after payment of or provision for our debts and other liabilities and any class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, senior to the Series A Preferred Stock, a liquidation preference of $25.00 per share of the Series A Preferred Stock (approximately $8.0 million), plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of payment. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of each other class or series of capital stock ranking, as to rights upon liquidation, dissolution or winding up, on parity with the Series A Preferred Stock in the distribution of assets, then holders of shares of Series A Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

 

The Series A Preferred Stock generally is not redeemable by the Company before April 29, 2024, except as described below upon the occurrence of a change of control (as defined in the Certificate of Designations). On and after April 29, 2024, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of redemption. The Series A Preferred Stock has no stated maturity date and is not subject to any sinking fund or mandatory redemption provisions and will remain outstanding indefinitely unless redeemed or otherwise repurchased by the Company as described below.

 

Upon the occurrence of a Change of Control, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but excluding, the date of redemption.

 

Holders of the Series A Preferred Stock generally have no voting rights, except in the event that the Company fails to pay dividends on the Series A Preferred Stock for 18 or more monthly periods (whether or not consecutive), which occurred on November 20, 2023, in which case the preferred stock holders are entitled to elect up to an aggregate of two new Board directors until the past due dividends are fully paid.

 

Dividends

 

During the years ended December 31, 2022 and 2021, the Company recorded $678,304 and $168,131, respectively, of dividends paid or payable to the holders of the 9.25% Series A Preferred Stock.

 

On or about May 25, 2022, the Company announced that it had suspended the payment of dividends on the Series A Preferred Stock to preserve cash. Since June 20, 2022, dividends on the Series A Preferred Stock are accruing at the rate of approximately $61,664 per month. The total arrearage on the date of filing for the accrued dividends is $1,109,952.

 

Common Stock

 

During the year ended December 31, 2021, the Company issued an aggregate of 633 shares of common stock upon the exercise of options for gross proceeds of $17,000 and issued an aggregate of 63,609 shares of common stock with a fair value of $17.2 million for conversions of debt and interest.

 

During the year ended December 31, 2022, the Company issued an aggregate of 1,557,438 shares of common stock with a fair value of $16.1 million for conversions of debt and interest (see Note 14 – Debt for additional information) and issued 2,098 shares of common stock for gross proceeds of $31,000 upon the exercise of options.

 

Warrants

 

On January 26, 2021, the Company issued warrants to purchase an aggregate of 27,527 shares of the Company’s common stock as partial consideration for debt extinguishments. The warrants have an exercise price of $450 per share and an expiration date of January 26, 2026. The grant date fair value of these warrants was estimated to be $4.4 million. Upon the issuance of these warrants, certain debts and accrued interest were fully extinguished (see Note 14 – Debt – Note E for additional information).

 

On January 26, 2021, the Company issued warrants to purchase an aggregate of 44,701 shares of the Company’s common stock as portion of the units offered in the Company’s First offering. The warrants have an exercise price of $450 per share and an expiration date of January 26, 2026. The fair value of these warrants was estimated to be $7.1 million.

 

On January 26, 2021, the Company issued additional warrants to purchase an aggregate of 1,544 shares of the Company’s common stock pursuant to the underwriting agreement for 4% of the shares of common stock sold in the First Offering. The warrants have an exercise price of $519 per share and an expiration date of January 21, 2026. The grant fair date value of these warrants was estimated to be $0.2 million.

 

On January 26, 2021, the Company issued warrants to purchase an aggregate of 1,003 shares of the Company’s common stock as consideration to the underwriter for certain costs related to the First Offering. The warrants have an exercise price of $415 per share and an expiration date of January 21, 2026. The grant date fair value of these warrants was estimated to be $0.2 million.

 

On February 12, 2021, pursuant to the Second Offering underwriting agreement, the Company issued to the Representative warrants to purchase up to a total of 2,262 shares of common stock for 4% of the shares of common stock sold in the Second Offering. The warrants have an exercise price of $531 per share and an expiration date of February 10, 2026. The grant date fair value of these warrants was estimated to be $0.4 million.

 

On May 27, 2021, the Company issued warrants to purchase an aggregate of 18,200 shares of the Company’s common stock in conjunction with a debt agreement (see Note 14 – Debt – Note A). These warrants have an exercise price of $450 a grant date fair value of $0.9 million and expire on May 27, 2026.

 

On August 25, 2021, the Company issued warrants to purchase an aggregate of 13,158 shares of the Company’s common stock in conjunction with a debt agreement (see Note 14 – Debt – Note B). These warrants have an exercise price of $300 a fair value of $1.1 million and expire on August 25, 2026.

 

All warrants are valued utilizing the Black-Scholes pricing model using the assumptions listed below. No warrants were issued during the year ended December 31, 2022. The weighted average fair value of all warrants issued during the year ended December 31, 2021 was $127 per share.

  

The following table summarizes the assumptions used to estimate the fair value of the warrants granted during the years ended December 31, 2022 and 2021:

 

   For the Years Ended
   December 31,
   2022  2021
Expected dividend yield 
N/A
  0%
Expected volatility 
N/A
  39.94-64.04%
Risk-free interest rate 
N/A
  0.42-0.95%
Contractual life of warrants 
N/A
  4.0-5.0 years

  

The following tables represents warrant activity for the year ended December 31, 2022:

 

       Weighted-   Weighted- 
       Average   Average 
   Number of   Exercise Price   Contractual 
   Warrants   Per Share   Life in Years 
Outstanding - December 31, 2021   128,771   $371      
Forfeited or Expired   (12,872)   217      
Outstanding - December 31, 2022   115,899   $388    3.15 
Exercisable - December 31, 2022   115,899   $388    3.15 

 

The following table presents information related to warrants as of December 31, 2022:

 

Warrants Outstanding    Warrants Exercisable 
       Weighted     
   Outstanding   Average   Exercisable 
   Number of   Remaining Life   Number of 
Exercise Price Per Share  Warrants   In Years   Warrants 
$0.01 - $100.00   5,604    2.51    5,604 
$100.01 - $200.00   
-
    
-
    
-
 
$200.01 - $300.00   32,914    3.45    32,914 
$300.01 - $400.00   344    2.28    344 
$400.01 - $500.00   73,231    3.07    73,231 
$500.01 - $600.00   3,806    3.09    3,806 
    115,899    3.15    115,899 
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Share-Based Compensation
 12 Months Ended
Dec. 31, 2022
Share-Based Compensation [Abstract]  
SHARE-BASED COMPENSATION

NOTE 16 SHARE-BASED COMPENSATION

 

Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity. For employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by SAB 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances.

 

2020 Long-Term Incentive Plan

 

On April 22, 2020, the Company’s Board of Directors adopted the 2020 Long-Term Incentive Plan (the “2020 Plan”), which was approved by the stockholders on or about May 6, 2020. Employees, officers, directors and consultants that provide services to the Company or one of its subsidiaries may be selected to receive awards under the 2020 Plan. Awards under the 2020 Plan may be in the form of incentive or nonqualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards and performance-based awards.

 

A total of 33,334 shares of the Company’s common stock were initially authorized for issuance with respect to awards granted under the 2020 Plan. On June 25, 2021, the stockholders approved the increase of the number of shares of common stock authorized for issuance under the 2020 Plan by an additional 50,000 shares. Any shares subject to awards that are not paid, delivered or exercised before they expire or are cancelled or terminated, or fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for other award grants under the 2020 Plan. As of December 31, 2022, 58,655 options have been issued under the 2020 Plan, of which 33,303 were forfeited. Any shares forfeited are available for re-issuance. As of December 31, 2022, a total of 57,982 shares authorized under the 2020 Plan remained available for award purposes. On November 21, 2022, our board of directors adopted a resolution proposing to add 300,000 shares of the Company’s common stock to the 2020 Plan, which was approved by our stockholders on February 8, 2023 on a post-split basis.

 

The 2020 Plan will terminate on May 1, 2030. The maximum term of options, stock appreciation rights and other rights to acquire common stock under the 2020 Plan is ten years after the initial date of the award.

 

Restricted Stock Awards

 

During the year ended December 31, 2021, the Company’s Board of Directors granted an aggregate of 667 shares of restricted stock awards to one director with a grant date value of $0.3 million, of which 333 vested on the one-year anniversary of the grant date and 334 vest on the two-year anniversary of the original grant date.

 

During the year ended December 31, 2021, the Company issued 2,347 shares of common stock as consideration for services with a grant date value of $1.2 million.

 

During the year ended December 31, 2022, the Company issued 2,400 shares of common stock to a debt placement agent as consideration for services with a grant date value of $81,000.

 

For the years ended December 31, 2022 and 2021, the Company recognized $0.1 million and $0.8 million of compensation expense related to restricted stock awards and had $0.0 million and $0.3 million of unrecognized compensation cost as of December 31, 2022 and 2021, respectively. 

 

Stock Options

 

All options are valued utilizing the Black-Scholes pricing model using the assumptions listed below. No options were issued during the year ended December 31, 2022. The weighted average grant date fair value of all options issued during the year ended December 31, 2021 was $92.00 per share.

 

The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2022 and 2021:

 

   For the Years Ended
   December 31,
   2022  2021
Expected dividend yield 
N/A
  0.00%
Expected volatility 
N/A
  63.39%
Risk-free interest rate 
N/A
  0.48 - 0.89%
Expected life of options 
N/A
  3.25 - 5.00 years

 

The following table represents stock option activity for the year ended December 31, 2022:

 

       Weighted   Weighted     
       Average   Average   Aggregate 
   Number of   Exercise Price   Contractual   Intrinsic 
   Options   Per Share   Life in Years   Value 
Outstanding - December 31, 2021   70,405   $233         
 
 
Exercised   (2,098)   15         
 
 
Cancelled or Expired   (41,753)   250         
 
 
Outstanding - December 31, 2022   26,554   $223    2.72    
-
 
Exercisable - December 31, 2022   19,096   $203    2.52    
-
 

 

Total recognized compensation expense related to the Company’s stock options was $0.9 million and $1.3 million for the years ended 2022 and 2021, respectively. Compensation expense related to stock options is recorded in share-based compensation expense, a component of general and administrative expenses, in the Consolidated Statements of Operations. For the years ended December 31, 2022 and 2021, the Company had unrecognized compensation expense related to options of $0.3 million and $3.0 million, respectively. As of December 31, 2022, the Company is expected to recognize this compensation expense over the next 1.25 years.

 

The following table presents information related to stock options as of December 31, 2022:

 

Options Outstanding    Options Exercisable 
       Weighted     
   Outstanding   Average   Exercisable 
   Number of   Remaining Life   Number of 
Exercise Price Per Share  Options   In Years   Options 
$0.01 - $50.00   
-
    
-
    
-
 
$50.01 - $100.00   5,688    2.51    5,688 
$100.01 - $150.00   
-
    
-
    
-
 
$150.01 - $200.00   2,900    0.99    2,900 
$200.01 - $250.00   
-
    
-
    
-
 
$250.01 - $300.00   17,033    3.18    9,575 
$300.01 - $350.00   933    0.46    933 
 
   
26,554
    2.52    19,096 
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Income taxes
 12 Months Ended
Dec. 31, 2022
Income Taxes [Abstract]  
INCOME TAXES

NOTE 17 INCOME TAXES

 

The Company files tax returns in United States (“U.S.”) Federal, state and local jurisdictions, plus Canada and Israel.

 

United States and international components of income before income taxes from continuing operations were as follows:

 

   For the Years Ended 
   December 31, 
   2022   2021 
United States  $(64,975)  $(133,710)
International   (15,486)   (18,676)
Loss before income taxes from continuing operations  $(80,461)  $(152,386)

 

Deferred taxes are provided on the liability method whereby deferred tax assets and liabilities are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment.

 

Net deferred tax liabilities consisted of the following as of December 31, 2022 and 2021:

 

   December 31, 
(Amounts in thousands)  2022   2021 
Deferred tax assets        
Share-based compensation  $276   $483 
Warranty reserve   122    118 
Inventory reserve   190    292 
Allowance for bad debt   299    457 
Deferred revenue   
-
    27 
Lease liability   2,784    1,014 
Amortization   2,654    
-
 
Capitalized research and development costs   301    
-
 
Net operating loss carryover   32,251    29,204 
Foreign losses   4,827    3,864 
General business credits   256    256 
Total deferred tax assets   43,960    35,715 
Deferred tax liabilities          
Depreciation   (171)   (506)
Amortization   
-
    (3,854)
Right of use assets   (24)   (977)
Total deferred tax liabilities   (195)   (5,337)
Valuation allowance:   (43,765)   (30,378)
Net deferred tax assets (liabilities)  $
-
   $
-
 

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income (loss) from continuing operations before tax for fiscal 2022 and 2021 due to the following: 

 

   For the Years Ended December 31, 
   2022   2021 
(Amounts in thousands)  USD   Rates   USD   Rates 
Income tax benefit at statutory federal income tax rate  $(16,897)   21.0%  $(32,140)   21.0%
State tax expense, net of federal benefit   (1,556)   2.0%   (6,122)   4.0%
Permanent items   1,715    -2.2%   64    -0.4%
Goodwill impairment   6,162    -7.7%   18,854    -12.0%
Other   (3,068)   4.0%   159    -0.1%
Valuation allowance   13,644    -17.1%   19,185    -12.5%
Income tax benefit   
-
    0.0%   
-
    0.0%

 

As of December 31, 2022, the Company had domestic net operating loss carryforwards of approximately $129.0 million of which approximately $23.7 million was generated pre-2018 that may be carried forward 20 years to offset against future taxable income from the year 2023 through 2037, and approximately $105.3 million generated post-2017 that may offset future taxable income with no definite expiration date.

  

Due to the change in the ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. We estimate $8.3 million of domestic NOLs will expire unused.

 

The Company records valuation allowances to reduce its deferred tax assets to an amount it believes is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether future taxable income will be generated during the periods in which those temporary differences become deductible. As a result, the Company recorded a valuation allowance on the portion of the deferred tax assets, including current year losses, deemed not to have enough sources of income to utilize the future benefits.

 

(Amounts in thousands)  Balance at
Beginning of
Period		   Changes
(credits) to
expense		   Changes
(credits) to other
accounts		   Write-offs   Balance at
End of
Period		 
Deferred tax valuation allowance                    
December 31, 2022   30,378    13,644    (257)   
               -
    43,765 
December 31, 2021   11,193    19,185    
-
    
-
    30,378 

 

We are subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2022, tax years for 2019, 2020, 2021, and 2022 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2022, we are no longer subject to US federal, state, and foreign examinations by tax authorities before 2019.

 

At December 31, 2022, the Company had foreign net operating loss carryforwards of approximately $19.3 million. Of these losses, $16.0 million are Canadian NOLs that may be carried forward 20 years to offset against future taxable income from the years 2019 through 2042. In addition, $3.3 million are from Israeli operations that may offset future taxable income with no definite expiration date.
XML 43 R25.htm IDEA: XBRL DOCUMENT v3.23.3
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 18 COMMITMENTS AND CONTINGENCIES

  

From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Management does not believe that after the final disposition any of these matters is likely to have a material adverse impact on the Company’s financial condition, results of operations or cash flows, except as follows.

 

On January 27, 2022, a former employee filed suit against the Company in the Tulsa County Oklahoma District Court, Case No. CJ-2022-00221. The plaintiff has alleged that she was entitled to six months of severance pay after her employment contract was not renewed, and that her option agreements did not expire thirty days after cessation of her employment, and claims she is owed approximately $75,000 in severance and $250,000 in damages for her options. The Company filed an Answer on or about March 18, 2022. The Company disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit.

 

On June 16, 2022, the Company received notice from certain former shareholders of SAGUNA claiming breaches of the SAGUNA stock purchase agreement and claiming that all of the former shareholders of SAGUNA have suffered damages totaling approximately $13.9 million, which they calculated as the value related to the consideration issued to those former shareholders for the acquisition of SAGUNA. The Company denies those claims and has not accrued any contingent loss. However, the Company may face legal claims or proceedings regarding those claims.

 

By notice dated July 14, 2022, the Company received notice from a distributor that has a distribution agreement with InduraPower claiming that InduraPower, and the Company as guarantor, has breached the distribution agreement, and are claiming approximately $2.0 million in damages, which includes a claim for $0.5 million of foregone profit. The Company had received $1.3 million in cash as a deposit against future product deliveries which is included in contract liabilities – current. In addition, the Company fully accrued the remaining claim of $0.7 million in accrued liabilities in the Consolidated Balance Sheet as of December 31, 2022.

 

On or about July 17, 2022, the former employees of SKS filed an insolvency request against SKS in the Nazareth District Court, Israel, No. 35035-06-22. The action represents $400,000 of claims of the former employees, which were fully accrued as of September 30, 2022. The claims of the former employees were resolved pursuant to the SKS Sale Agreement (see Note 21 - Other Business Developments – Business Developments for additional information) and the action was dismissed on or about January 9, 2023. See Note 22 – Subsequent Events – Business Developments for additional information.

 

On or about July 28, 2022, a former employee filed suit against the Company, Dustin McIntire, and Daniel Hodges in the San Diego County California Superior Court, Case No. 37-2022-00028083-CU-BC-CTL (“RVI Claim #1”). The plaintiff alleged that his wages were not paid, that he was constructively discharged, that the Company failed to issue him stock options, and that he is owed future amounts. He claimed damages of no less than $238,000. On December 29, 2022, the Company resolved this lawsuit. See Note 21 – Other Business Developments – Business Developments for additional information.

 

On or about August 22, 2022, two former FastBack employees filed suit against the Company, DragonWave and FastBack in the Alameda County Superior Court, California, Case No. 22CV016666. The plaintiffs allege that their payroll was late and that the Company failed to make one payroll, failed to timely pay wages three times, failed to pay accrued vacation time, and owes penalties under California law. Each plaintiff claimed damages of no less than $66,500. The Company has accrued for the wage claims for services provided but has not accrued for penalties. On April 4, 2023, the Company resolved this lawsuit. See Note 22 – Subsequent Events – Business Developments for additional information.

 

On or about August 23, 2022, a former employee filed suit against the Company in the Clark County District Court, Nevada, Case No. 3 A-22-857361-C (“RVI Claim #2”). The plaintiff alleged that his wages were not paid, that he was constructively discharged, that the Company failed to issue him stock options, and that he is owed future amounts. He claimed damages of no less than $184,000. As of September 30, 2022, the Company had accrued for the wage claims for services provided of $8,000 but had not accrued for the claims associated with future services. On December 29, 2022, the Company resolved this lawsuit. See Note 21 – Other Business Developments – Business Developments for additional information.

 

On or about September 20, 2022, the Company was served with a suit that was filed on or about May 27, 2022 by the holder of a Transform-X Inc. (“Transform-X”) promissory note, suing the Company, Daniel Hodges, and Transform-X in the Richland County Court of Common Pleas, South Carolina, Case No. 2022CP4002806. The plaintiff alleges that for $125,000 he purchased an 8% promissory note in 2018 from Transform-X which has not been paid. Plaintiff alleges that the Company is also liable under the Transform-X promissory note. This lawsuit was removed to the United States District of South Carolina, Civil Action No.:3:22-cv-03645-MGL. The Company filed an Answer on October 27, 2022 and the proceedings are currently in the discovery phase. The Company strongly disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit.

 

On or about November 14, 2022, an intellectual property law firm filed suit against the Company in the United States District Court for the Southern District of California, San Diego. The plaintiff alleges that they performed work for the Company and its subsidiaries subsequent to September 30, 2022 and are owed approximately $75,000, which was fully accrued as of December 31, 2022.

 

See Note 22 – Subsequent Events – Litigation, Claims and Contingencies Developments for post-December 31, 2022 developments.
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Concentrations
 12 Months Ended
Dec. 31, 2022
Concentrations [Abstract]  
CONCENTRATIONS

NOTE 19 CONCENTRATIONS

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of trade accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral related to its trade accounts receivable. At December 31, 2022, accounts receivable from three customers comprised an aggregate of approximately 45%, 17%, and 10%, respectively, of the Company’s net trade accounts receivable, and none of these balances were characterized as uncollectible.

 

In addition, for the years ended December 31, 2022 and 2021, revenue from one and zero customers individually exceeded 10% of revenue and, in total, comprised approximately 39% and 0% of the Company’s total revenue, respectively. For our FastBack and DragonWave businesses, we do not have internal manufacturing capabilities and each relies upon a single, but different, outsourced manufacturer. At December 31, 2022, the Company did not have any vendors with accounts payable that accounted for more than 10% of the Company’s total expenses.
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Business Acquisitions
 12 Months Ended
Dec. 31, 2022
Business Acquisitions [Abstract]  
BUSINESS ACQUISITIONS

NOTE 20 BUSINESS ACQUISITIONS

 

The Company’s acquisitions are accounted for such that the assets acquired and liabilities assumed are recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill.

 

FastBack / Skyline Partners Technology LLC

 

On January 29, 2021, the Company completed the acquisition of FastBack for cash consideration paid of $1.3 million and the issuance of $1.5 million aggregate principal amount of term notes and $11.2 million aggregate principal amount of convertible notes that are convertible into common stock at a conversion price of $522 per share, subject to adjustment. See Note 14 – Debt for further discussion of the notes. FastBack’s products complement and enhance the Company’s 5G connectivity offerings. All resulting goodwill is expected to be tax deductible. The Company incurred acquisition-related costs of $79,000, of which $18,000 was expensed in fiscal year 2021 and $61,000 was expensed in fiscal year 2020, which are included in general and administrative expenses on the Company’s Consolidated Statement of Operations. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. All resulting goodwill and intangibles are tax deductible.

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.

 

(Amounts in thousands)  Fair Value 
Cash  $9 
Accounts receivable   245 
Inventory   358 
Prepaid expenses   1,914 
Property & equipment   202 
Intangible assets:     
Trade name   409 
Technology   1,770 
Customer relationships   5,000 
Software   97 
Goodwill   5,849 
Total assets   15,853 
Accounts payable   1,055 
Accrued liabilities   174 
Notes payable   210 
Contract liabilities, current   213 
Accrued warranty liability – long term   236 
Total purchase consideration  $13,965 

 

Sky Sapience Ltd.

 

On February 25, 2021, the Company completed the acquisition of SKS. The total preliminary purchase price consideration amounted to $11.8 million, subject to working capital and other post-closing adjustments, representing (i) cash paid on the closing date of $2.7 million (ii) 25,552 shares of the Company’s common stock with a fair value of $9.1 million or $355 per share, of which an aggregate of 11,515 shares was held in an escrow fund for purposes of satisfying any post-closing indemnification claims of the sellers under the Stock Purchase Agreement. SKS’s products complement and enhance the Company’s tethered drone product portfolio for commercial communications, defense and national security markets. All resulting goodwill is expected to be tax deductible. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. All resulting goodwill and intangibles are tax deductible. The Company sold SKS on March 20, 2023 (see Note 22 – Subsequent Events – Business Developments for additional information).

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.

 

(Amounts in thousands)  Fair Value 
Cash  $320 
Accounts receivable   60 
Inventory   1,229 
Prepaid expenses   15 
Other current assets   334 
Property & equipment   148 
Operating lease right-of-use assets   457 
Intangible assets:     
Trade names   440 
Technology   2,480 
Customer relationships   3,460 
Goodwill   6,185 
Total assets   15,128 
Accounts payable   710 
Accrued liabilities   431 
Contract liabilities, current   1,759 
Operating lease liabilities, current   194 
Operating lease liabilities - long term   252 
Total purchase consideration  $11,782 

 

RVision, Inc.

 

On April 1, 2021, the Company completed the acquisition of RVision. The Company acquired 100% of the outstanding capital stock of RVision in exchange for 20,000 shares of its common stock with a fair value of $275 per share. RVision’s products complement and enhance the Company’s communication offerings and provides additional access to governmental and private sector commercial industries. All resulting goodwill is expected to be tax deductible. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The Company sold RVision on December 29, 2022.

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.

 

(Amounts in thousands)  Fair Value 
Cash  $449 
Accounts receivable   47 
Prepaid expenses   53 
Inventory   825 
Property & equipment   16 
Operating lease right-of-use asset   270 
Intangible assets:     
Trade names   220 
Technology   630 
Customer relationships   400 
Goodwill   3,599 
Total assets   6,509 
Accounts payable   54 
Accrued liabilities   219 
Operating lease liabilities, current   74 
Contract liabilities, current   13 
Notes payable   453 
Operating lease liabilities – long term   196 
Total purchase consideration  $5,500 

 

Innovation Digital, LLC

 

On June 3, 2021, the Company completed the acquisition of Innovation Digital for cash consideration paid of $1.0 million, 31,653 shares of common stock with a fair value of $7.3 million or $235 per share, and a promissory note in the principal amount of $0.6 million that is convertible into common stock at a conversion price of $235. See Note 14 – Debt for further discussion of the notes. Innovation Digital enhances the Company’s portfolio of intellectual property and licensing capabilities. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The calculated goodwill is deductible for tax purposes. On June 23, 2022, the Company reached an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital resulting in the derecognition of an outstanding promissory note of an aggregate $640,000, comprised of $600,000 of principal and $40,000 of interest, the return of 5,000 shares of common stock, and the waiver of certain severance payments.

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.

 

(Amounts in thousands)  Fair Value 
Property & equipment   6 
Operating lease right-of-use asset   105 
Other non-current Assets   2 
Intangible assets:     
Trade names   59 
Technology   610 
Customer relationships   500 
Goodwill   7,953 
Total assets   9,235 
Accounts payable   59 
Operating lease liabilities, current   32 
Notes payable   31 
Operating lease liabilities – long term   74 
Total purchase consideration  $9,039 

 

RF Engineering & Energy Resource, LLC

 

On July 15, 2021, the Company completed the acquisition of RF Engineering for cash consideration paid of $0.6 million and 9,928 shares of common stock with a fair value of $2.2 million or approximately $222 per share. RF Engineering’s position as a leading specialist in high performance antenna design and distribution enhances the Company’s wireless product development capabilities and sales and distribution channels. All resulting goodwill is expected to be tax deductible. See Note 14 – Debt for further discussion of the notes. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles.

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.

 

(Amounts in thousands)  Fair Value 
Cash  $41 
Accounts receivable   323 
Inventory   662 
Other current assets   6 
Property & equipment, net   72 
Intangible assets:     
Trade names   80 
Customer relationships   470 
Goodwill   1,920 
Total assets   3,574 
Accounts payable   375 
Accrued liabilities   4 
Contract liabilities, current   20 
Notes payable   425 
Total purchase consideration  $2,750 

 

SAGUNA Networks LTD

 

On October 4, 2021, the Company completed the acquisition of SAGUNA for cash consideration paid of $0.2 million and 64,221 shares of common stock with a fair value of $9.8 million, or approximately $153 per share. SAGUNA is a premier Multi-Access Edge Computing cloud software developer. The acquisition significantly expanded the Company’s software technology offerings powering 5G wireless networks. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The calculated goodwill is deductible for tax purposes.

 

The fair value of the assets acquired and liabilities assumed as of the acquisition date, are as set forth below:

 

(Amounts in thousands)  Fair Value 
Cash  $64 
Accounts receivable   61 
Property & equipment, net   19 
Intangible assets:     
Goodwill   10,137 
Total assets   10,281 
Accounts payable   33 
Accrued liabilities   79 
Other current liabilities   180 
Total purchase consideration  $9,989 

 

Pro Forma Information (unaudited)

 

During 2021, the Company completed the acquisitions of FastBack Networks, a telecommunications provider, Sky Sapience Ltd., a tethered drone provider, Rvision, Inc., a video and communications developer, Innovation Digital, a developer of signal processing solutions, RF Engineering and Energy Resource, an antenna and accessories provider, and SAGUNA Networks, a software developer to expand the Company’s product offerings and developments.

 

The following information represents the unaudited pro forma combined results of operations, giving effect to the acquisitions as if they occurred at the beginning of the year ended December 31, 2021. 

 

(Amounts in thousands)  For the
Year Ended
December 31,
2021		 
Revenue from continuing operations  $13,599 
Net loss from continuing operations  $(135,016)
Basic and diluted loss per common share
  $(1.68)
Weighted-average common shares outstanding   80,138 
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Other Business Developments
 12 Months Ended
Dec. 31, 2022
Other Business Developments [Abstract]  
OTHER BUSINESS DEVELOPMENTS

NOTE 21 OTHER BUSINESS DEVELOPMENTS

 

Executive Officer and Board of Director Developments

 

On April 21, 2022, the Company’s Chief Financial Officer resigned from the Company for personal family commitments.

 

On May 2, 2022, a member of the Board of Directors of the Company (the “Board”) announced their resignation from the Board and all committees thereof, effective immediately. The resignation allowed that former member of the Board to focus on personal and other professional commitments.

 

On September 1, 2022, the Company’s then Chief Executive Officer and the Company’s then President resigned from the Company as part of the Company’s ongoing transition. David A. Knight was appointed Interim Chief Executive Officer by the Board.

 

On October 10, 2022, a member of the Board announced their resignation from the Board and all committees thereof. The resignation allowed that former member of the Board to focus on personal and other professional commitments.

 

On November 23, 2022, the Board appointed David A. Knight as the Company’s Chief Executive Officer, President, Acting Principal Financial and Accounting Officer, and a Director of the Board. Mr. Knight is entitled to receive (i) an annual base salary of $180,000 which will be increased to $250,000 upon the Board’s Compensation Committee’s determination of adequate funding; (ii) eligibility to participate in a cash bonus program for meeting quarterly and annual goals, milestones, and metrics, as established by the Compensation Committee; (iii) eligibility to receive grants under the terms of the Company’s 2020 Long-Term Incentive Plan; (iv) the right to participate in all benefit plans offered to the Company’s senior executive officers; and (v) severance payments of three months of salary, benefits, and prorated bonus (the “Severance”) if terminated without cause before completion of one year of service, and six months of Severance if terminated without cause after reaching one year of service.

 

Business Developments

 

Commencing in May 2022, the Company embarked on a significant reduction of overhead and personnel costs through the divestment of non-core assets in favor of a refocus on our true core competencies in 5G and beyond technology.

 

In May 2022, InduraPower idled their employees.

 

On May 23, 2022, a third party acquired certain assets and employees from the Canadian subsidiary of DragonWave-X, LLC (“DragonWave Canada”), in return for assuming DragonWave Canada’s potential employment liabilities and assuming DragonWave Canada’s lease in Kanata, Ontario, Canada, through an Asset Purchase Agreement. The Company recognized a $2.0 million loss on the aforementioned sale.

 

On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. See Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale for additional information.

 

On June 23, 2022, the Company reached an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital, LLC (“Innovation Digital”), resulting in the derecognition of an outstanding promissory note of an aggregate $640,000, comprised of $600,000 of principal and $40,000 of interest, the return of 5,000 shares of common stock, and the waiver of certain severance payments. The Company recognized a $0.6 million loss on the aforementioned sale.

 

In June 2022, the Company idled the employees of SAGUNA Networks Ltd. (“SAGUNA”), Sky Sapience Ltd. (“SKS”) and VEO Photonics, Inc. (“VEO”).

 

On December 21, 2022, the Company entered into a Share Purchase Agreement (the “SKS Sale Agreement”) with Titan Innovations Ltd., an Israeli corporation (“Titan”), pursuant to which we agreed to sell our Israel-based tethered drone unit Sky Sapience Ltd. (“SKS”) to Titan. The total consideration for the sale is $1.8 million. Of that consideration, the first tranche of $400,000 would be held in escrow and utilized to eliminate outstanding liabilities and debt of SKS. The next two tranches totaling $820,000 were paid to the Company, less any remaining SKS outstanding liabilities and debt. The final tranche of $600,000 is due to be paid within two years of closing, subject to potential reductions for further claims of SKS debt, which are capped at $300,000. The SKS Sale Agreement contains closing conditions and control of the company was transferred to the buyer as of March 20, 2023 (see Note 22 – Subsequent Events – Business Developments for more information).

 

On December 29, 2022, the Company entered into a Settlement Agreement (“Settlement Agreement”) to resolve two litigation claims against the Company. As required by the terms of the Settlement Agreement, we entered into a Stock Purchase Agreement (the “RVI Sale Agreement”) with the plaintiffs in the two lawsuits (“Buyers”), pursuant to which, and subject to the terms and conditions of the RVI Sale Agreement, we agreed to sell Rvision, Inc. (“RVI”) to Buyers.

 

See Note 20 – Business Acquisitions for details regarding the Company’s 2021 acquisitions and Note 22 – Subsequent Events for additional information related to debt and equity developments, litigation claims, and other.
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Subsequent Events
 12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 22 SUBSEQUENT EVENTS

 

Executive Officer and Board of Director Developments

 

On April 26, 2023, Bill J. White joined the Board of Directors of the Company. Mr. White will serve on the Board until the next annual meeting of stockholders of the Company at which directors are elected, at which time he is expected to stand for re-election. Mr. White will be serving as chair of the Board’s Audit Committee. Pursuant to our director compensation program for non-employee members of our board of directors, Mr. White is entitled to a total cash fee of $60,000 per year for service on our board of directors.

 

Business Developments

 

On March 20, 2023, pursuant to the SKS Sale Agreement, the Company completed the sale of SKS and recorded a note receivable for the remaining $600,000 due on March 20, 2025.

 

In January 2023, the Company idled the employees of RF Engineering & Energy Resource, LLC.

 

Debt and Equity Developments

 

On January 17, 2023 and February 1, 2023, the Company sold unsecured promissory notes in the principal amounts of $90,000 and $80,000, which were due on or before July 30, 2023 and July 31, 2023, respectively. Of the $90,000 of proceeds from the first note, usage of $88,000 is restricted to make interest payments due to certain holders of outstanding convertible debentures dated January 29, 2021 (Note G – see Note 14 – Debt). Both notes become immediately due and payable if the Company raises at least $2.5 million in an equity or debt offering. Both notes pay 8% interest per annum, which increases to 15% per annum if the notes aren’t repaid by the maturity date. The issuance of the second note made the principal and accrued interest of both notes convertible if they aren’t repaid by the maturity date and the conversion price will equal 81% of the closing market price of the common stock on the day that the holder elects to convert the note(s), subject to a floor price of $5.00 per share. These notes remain outstanding and in default.

 

During January 2023, pursuant to a limited time offer, certain Note N convertible note holders agreed to amend their note and convert an aggregate of $1.3 million principal of their notes and $0.3 million of accrued interest into 280,625 shares of the Company’s common stock.

 

On March 14, 2023, the Company amended Note F to extend the maturity date to July 29, 2024 with an interest rate of 8%. Effective September 15, 2023, the holder also has ability to convert principal and interest into shares of the Company’s common stock at a 10% discount to the closing price on which the conversion is elected and became secured with a second priority security interest on the assets of its Lighter Than Air Systems Corp. (d/b/a Drone Aviation Corp) business. In addition, the Company extended the term of the advisory agreement for an additional two years and will issue 12,000 shares of the Company’s common stock for each year while the note is outstanding. Pursuant to the amended terms, the Company issued 12,000 shares of the Company’s common stock to the advisor as consideration for their services on April 13, 2023.

 

On March 31, 2023, the Company amended Note I to extend the maturity date to December 31, 2023 with an interest rate of 5.5% commencing on April 1, 2023.

 

On September 1, 2023, Dustin H. McIntire, our CTO, loaned $260,000 to the Company which was used to secure a software license for the Company. Upon being notified of the proposed loan, the Audit Committee reviewed the transaction under the related party transaction policy and approved the transaction. The Company gave Mr. McIntire a secured convertible promissory note for the $260,000 loan, due September 1, 2024, with eight per cent (8%) interest, secured by the software license.

 

Litigation, Claims and Contingencies Developments

 

On January 9, 2023, a former employee of a subsidiary of InduraPower, filed suit against the Company and the former CEO, Daniel Hodges, in the Pima County Superior Court, Arizona, Case No. C20230116. The plaintiff has alleged that he is owed for unpaid minimum wages and overtime wages, breach of employment contract, retaliatory termination, and alleges an unspecified amount in damages. The Company strongly dispute plaintiff’s allegations and intends to vigorously defend the lawsuit.

 

On or about January 10, 2023, a recruiting and staffing company obtained a default judgment against the Company in County Court, Collin County, Texas, Case No. 004-01539-2022, for $145,917 and post-judgment interest at 7%. As of December 31, 2022, the Company accrued for the full amount of the judgment. The judgment holder obtained a garnishment order against Company’s banking accounts and has received approximately $17,100 in cash through the date of this filing.

 

On or about May 22, 2023, a landlord filed suit against the Company in the Circuit Court, Fairfax County, Virgina, Case No. 202307755, for breach of a commercial lease. The plaintiff obtained a default judgment in the amount of approximately $230,000 which remains unpaid as of the date of this filing. As of December 31, 2022, the Company accrued for the full amount of the judgment in accrued liabilities on the Consolidated Balance Sheet.

 

Nasdaq Compliance Developments

 

Throughout most of 2022, our common stock was not in compliance with the $1.00 minimum closing bid price requirement. We were given grace periods and regained compliance on or about February 27, 2023, by having the closing bid price of our common stock exceed $1.00 for a minimum of ten (10) consecutive trading days during the grace period by implementing a 1-for-100 reverse stock split of our outstanding common stock on February 10, 2023.

 

On February 27, 2023, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), the $1.00 minimum closing bid price requirement (“minimum bid price”) price of the Company’s common stock following the successful filing of its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 pursuant to Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports (“filing requirements”) with the Securities and Exchange Commission (“SEC”).

 

On March 31, 2023, the Company filed a notice of late filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) would not be timely filed. On April 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed the Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. On May 17, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed the Form 10-K or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rules. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company has not filed its Form 10-K for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules.

 

The Company requested and obtained a hearing before the Panel as well as a further stay of any additional action by Nasdaq pending the issuance of a decision by the Panel. There can be no assurance that a favorable decision will be obtained.

 

If the Company fails to timely regain compliance with the Nasdaq Listing Rule within any grace period granted by the Nasdaq Hearings Panel, the Company’s common stock, warrants and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. There is no assurance that the Company will regain compliance during any grace periods or be able to maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to regain compliance during a grace period, Nasdaq will notify us that our common stock, warrants, and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be delisted from The Nasdaq Capital Market.

 

On June 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”), of the Company’s 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (“Preferred Stock”) has been below the minimum $1 million requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5555(a)(4) (the “Minimum Market Value of Publicly Held Shares Requirement”). Under Nasdaq rules, the Company will have the opportunity to appeal the delisting decision to a Nasdaq Hearings Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days from receipt of the letter, or until December 18, 2023, to regain compliance with the Minimum Market Value of Publicly Held Shares Requirement. To regain compliance with the Minimum Market Value of Publicly Held Shares Requirement, the Company’s Preferred Stock MVPHS must be $1 million or more for a minimum of 10 consecutive business days during the compliance period ending on December 18, 2023. There can be no assurance that the Company will be able to regain compliance with either listing requirement.
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Accounting Policies, by Policy (Policies)
 12 Months Ended
Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. 

Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. 
Reclassifications

Reclassifications

Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported results of operations or loss per share.
Principle of Consolidation

Principle of Consolidation

The consolidated financial statements as of December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021, include the accounts of the Company and its subsidiaries listed below. All intercompany transactions and accounts have been eliminated.

●AZCOMS, LLC, an Arizona limited liability company.
   
●COMS Global Telecommunications, LLC, a Texas limited liability company.
●COMS Government Systems, LLC, a Texas limited liability company.
   
●COMS Science and Technology, LLC, a Texas limited liability company.
   
●COMS Site Solutions, LLC, a Texas limited liability company.
   
●Dragonwave Corp., a Delaware corporation.
   
●Dragonwave-X, LLC, an Arizona limited liability company.
   
●InduraPower, Inc., a Delaware corporation. (Idled on or about May 2022).
   
●Innovation Digital, LLC, a California limited liability company.
   
●Lextrum, Inc., a California corporation.
   
●Lighter Than Air Systems Corp., (d/b/a Drone Aviation Corp) a Florida corporation.
   
●RF Engineering & Energy Resource, LLC, a Michigan limited liability company. (Idled on or about January 2023).
   
●RVision, Inc., a Nevada corporation. (Sold on December 29, 2022).
   
●SAGUNA Networks Ltd., an Israeli company. (Idled on or about June 2022).
   
●Silver Bullet Technology, Inc., a Delaware corporation.
   
●Sky Sapience Ltd., an Israeli company. (Sold on March 20, 2023).
   
●Sky Sovereign, Inc., a Nevada.
   
●Skyline Partners Technology, LLC, (d/b/a Fastback) a Colorado limited liability company.
   
●VEO Photonics, Inc., a California corporation. (Idled on or about June 2022).
   
●Virtual NetCom, LLC, a Virginia limited liability company.

 
Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates consist of the valuation of stock-based compensation; the valuation of the assets and liabilities acquired; the valuation of the Company’s equity securities issued in transactions; the valuation of inventory; the allowance for credit losses; the valuation of equity securities; the valuation allowance for deferred tax assets; and impairment of long-lived assets and goodwill.
Acquisitions

Acquisitions

The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed were determined with the assistance of a third-party valuation firm and involves management making significant estimates and assumptions.
Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents are represented by operating accounts or money market accounts maintained with insured financial institutions, including all short-term, highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.
Accounts Receivable and Credit Policies

Accounts Receivable and Credit Policies

Trade accounts receivable consist of amounts due from the sale of the Company’s products and services. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. As of December 31, 2022 and 2021, the Company recorded a reserve in the amount of $1.2 million and $1.0 million, respectively, for estimated uncollectible accounts.
Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limit of $250,000 per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to net trade receivables, management routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.
Related Parties

Related Parties

The Company accounts for and discloses related party transactions in accordance with FASB ASC 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries’ controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Inventory

Inventory

Inventory is valued at the lower of cost or net realizable value (“NRV”). The cost of inventory is calculated on a standard cost basis, which approximates weighted average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials and finished goods market value less cost to complete for work in progress inventory. The Company regularly reviews inventory quantities on hand and records an impairment for excess and obsolete inventory, when necessary, based on factors including its estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question. Indirect manufacturing costs and direct labor expenses are allocated systematically to the total production inventory.
Property and Equipment, Net

Property and Equipment, Net

Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:

Asset Type   Useful Life
Shop machinery and equipment   3–5 years
Computers and electronics   2 years
Office furniture and fixtures   3–5 years
Leasehold improvements   Shorter of remaining
lease term or 5 years

 

Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or loss is included in the results of operations for the respective period.
Long-Lived Assets and Goodwill

Long-Lived Assets and Goodwill

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the year ended December 31, 2022, the Company determined that it was more likely than not that certain reporting unit’s fair value was below their reporting unit’s carrying amount due to a decline in the Company’s market capitalization and lack of performance of the business units. Accordingly, it was necessary to perform impairment testing. See Note 12 – Goodwill and Other Intangible Assets for further discussion related to triggering events.

In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations.

The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches and compares it to the carrying values. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. See Note 12 – Goodwill and Other Intangible Assets for further discussion related to impairment.
Beneficial Conversion Features and Warrants

Beneficial Conversion Features and Warrants

During the year ended December 31, 2021, the Company evaluated the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company recorded a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that had conversion features at fixed or adjustable rates that are in-the-money when issued and recorded the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments was recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which were credited to additional paid-in capital. The Company calculated the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation model. The Black-Scholes option-pricing model involves the use of significant estimates, including the risk-free interest rate, expected stock price volatility, expected dividend yield, and contractual life of the award.

Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. During the year ended December 31, 2021, there was no material impact resulting from conversion features.

Beginning on January 1, 2022, with the adoption of ASU 2020-06, it was no longer necessary to evaluate whether a conversion feature was beneficial.

 
Discontinued Operations

Discontinued Operations

On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. The assets and liabilities of Sovereign Plastics are reflected in the accompanying Consolidated Balance Sheets as “Assets of discontinued operations” and “Liabilities of discontinued operations”, respectively. The results of operations of Sovereign Plastics are included in “Income (loss) from discontinued operations, net of tax” in the accompanying consolidated statements of operations and comprehensive loss. For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale for additional information). 

Assets and Liabilities Held for Sale

On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Assets and liabilities of Sky Sapience are reflected in the accompanying Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale and Note 22 – Subsequent Events – Business Developments for additional information).
Assets and Liabilities Held for Sale

Assets and Liabilities Held for Sale

On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Assets and liabilities of Sky Sapience are reflected in the accompanying Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale and Note 22 – Subsequent Events – Business Developments for additional information).
Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:

Level 1 – Observable inputs that reflect quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.

Level 3 – Unobservable inputs for which there is little, if any, market activity for the asset or liability being measured. These inputs may be used with standard pricing models or other valuation or internally-developed methodologies that result in management’s best estimate of fair value.

The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable U.S. GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized.

As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2022 and December 31, 2021 approximated their fair value due to their short-term nature. 
Debt Discounts

Debt Discounts

The Company records debt discounts as a deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet with the respective debt discount amortized in interest expense on its Consolidated Statement of Operations. In connection with the issuance of certain notes payable and senior convertible debentures, the Company, or its subsidiaries, issued warrants to purchase shares of its common stock and had BCFs prior to the adoption of ASU 2020-06, which was adopted on January 1, 2022. See Note 14 – Debt. The warrants are exercisable at various exercise prices per share. The Company evaluated the terms of these warrants at issuance and concluded that they should be treated as equity. The fair value of the warrants was determined by using the Black-Scholes model and was recorded as a debt discount offsetting the carrying value of the debt obligation in the Consolidated Balance Sheet.
Debt issuance costs

Debt Issuance Costs

The Company presents debt issuance costs as a direct deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet and amortizes these costs over the term of the related debt liability using the straight-line method, which approximates the effective interest method. Amortization is recorded in interest expense on the Consolidated Statement of Operations.
Foreign Currency Translation

Foreign Currency Translation

The Company’s operations and balances denominated in foreign currencies, including those of its foreign Canadian subsidiary, DragonWave, and its Israeli subsidiaries, SKS and SAGUNA, that are primarily a direct and integral component or extension of the Company’s operations, are translated into U.S. dollars (“USD”) using the following: monetary assets and liabilities are translated at the period end exchange rate; non-monetary assets are translated at the historical exchange rate; and revenue and expense items are translated at the average exchange rate and records the translation adjustments in accumulated other comprehensive income (loss) on the Consolidated Balance Sheet. Foreign currency transaction gains are included in foreign currency transaction gain in the Consolidated Statement of Operations.

 
Revenue Recognition

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”) and has since issued various amendments which provide additional clarification and implementation guidance on Topic 606. This guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company accounts for revenue from contracts with customers in accordance with Topic 606. This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.

Management has determined that it has performance obligations related to its products and services: telecom hardware, repairs, support and maintenance, drones, consulting, warranties and other. Revenue from telecom hardware, repairs, support and maintenance, drones, and other are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Revenue from warranties is recognized over time using an input method that results in a straight-line basis recognition over the warranty period, as the contract usually provides the customer equal benefit throughout the warranty period. Revenue from consulting services is recognized over time using an input method of labor hours expensed, as it directly measures the efforts toward satisfying the performance obligation.

For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers several factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered.

Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the “expected value” method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized.

The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. As a result, the Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statement of Operations.

The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. The Company records contract liabilities when cash payments are received (or unconditional rights to receive cash) in advance of fulfilling its performance obligations. When the services have been performed or the goods delivered, revenue will be recognized, and contract liabilities will be reduced.

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The majority of the Company’s performance obligations in its contracts with customers relate to contracts with durations of less than one year. The transaction price allocated to unsatisfied performance obligations included in contracts with durations of more than 12 months is reflected in contract liabilities on the Consolidated Balance Sheet.

As of December 31, 2022 and 2021, the Company had $3.4 million and $3.4 million of deferred revenue, respectively, from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract.

Applying a practical expedient, the Company recognizes the incremental costs of obtaining contracts, which primarily consist of sales commissions, as expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less. If the service period, inclusive of any anticipated renewal, is longer than a year, the incremental direct costs are capitalized and amortized over the period of benefit. As of December 31, 2022 and 2021, there were no such capitalized costs.

The Company also applies the practical expedient not to adjust the promised amount of consideration for the effects of a financing component if the Company expects, at contract inception, that the period between when the Company transfers a good or service to the customer and when the customer pays for the good or service will be one year or less. During fiscal 2022 and 2021, there were no such financing components.

  
Research and Development

Research and Development

Research costs are expensed as incurred. Development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to the establishment of technological feasibility do not meet these criteria and are expensed as incurred.
Share-Based Compensation

Share-Based Compensation

The Company accounts for share-based compensation costs in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires companies to measure the cost of awards of equity instruments, including stock options and restricted stock awards, based on the grant-date fair value of the award and to recognize it as compensation expense over the employee’s requisite service period or the non-employee’s vesting period. An employee’s requisite service period is the period of time over which an employee must provide service in exchange for an award under a share-based payment arrangement and generally is presumed to be the vesting period.

Beginning in 2020, for employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by U.S. Securities Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances.

Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity.
Leases

Leases  

The Company adopted ASU No. 2016-02, Leases and a series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”). Topic 842 requires organizations to recognize right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. Operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The FASB retained the distinction between finance leases and operating leases, leaving the effect of leases in the statement of comprehensive income and the statement of cash flows largely unchanged from previous U.S. GAAP. The Company utilized the transition method allowed under ASU 2018-11 in which an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption, if any.

The Company determines, at contract inception, whether or not an arrangement contains a lease and evaluates the contract for classification as an operating or finance lease. For all leases, ROU assets and lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental, secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. Any renewal periods are considered in the analysis of each lease to the extent that the Company considers them to be reasonably certain of being exercised.

Costs associated with operating leases are recorded as a single lease cost on a straight-line basis over the life of the lease. The single lease cost includes the cost of amortizing the operating lease ROU asset and accretion expense related to the operating lease liability and is included in general and administrative expenses on the Consolidated Statement of Operations. Costs associated with finance leases are recorded by amortizing the finance lease ROU asset, which is recorded as amortization on the Consolidated Statement of Operations, and the accretion of the finance lease liability, recognized as interest expense on the Consolidated Statement of Operations.
Loss on extinguishment of debt

Loss on Extinguishment of Debt

The Company recorded loss on extinguishment of debt for the years ended December 31, 2022 and 2021 of $7.3 million and $4.4 million, respectively. Gain or loss on extinguishment of debt consists of the difference between the fair value of the reacquisition consideration and the carrying amount of debt on the date it was paid off.
Income Taxes

Income Taxes

The Company accounts for income taxes utilizing ASC 740, Income Taxes. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. At December 31, 2022 and 2021, the Company has recorded a 100% valuation allowance against net deferred tax assets due to the uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company also follows the guidance for accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2022 and 2021. If the Company has to recognize any interest or penalties associated with its tax positions or returns, any interest or penalties will be recorded as income tax expense in the Consolidated Statement of Operations.

 

The Company has adopted ASU 2019-12, Income Taxes (Topic 740). This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 was effective for the Company in the fiscal years beginning after December 15, 2020 and for interim periods within fiscal years beginning after December 15, 2021.
Reportable Segments and Reporting Units

Reportable Segments and Reporting Units

The Company currently operates as one Segment. A reporting unit (“RU”) is a component of an operating segment that is a business activity for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company’s legal operating subsidiaries are not organized to qualify as a segment, however, through December 31, 2022, each operating entity has separate financial information and an operating manager, who oversees the business and financial activities, reporting to the Chief Operating Decision Maker. (“CODM”). Therefore, each legal entity is deemed to be a separate reporting unit.
Recently Issued Accounting Standards

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the current expected credit losses (“CECL”) standards. The ASU is now effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.
Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for smaller reporting companies during annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 effective January 1, 2022 which eliminates the need on a go forward basis to assess whether a beneficial conversion feature needs to be recognized upon either (a) the issuance of new convertible securities; or (b) the resolution of any prior period contingent beneficial conversion features. The early adoption did not have an immediate material impact on the Company’s consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Companies should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. This standard was adopted on January 1, 2022 and
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Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]  
Schedule of Property and Equipment are Stated at Cost when Acquired Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:
Asset Type   Useful Life
Shop machinery and equipment   3–5 years
Computers and electronics   2 years
Office furniture and fixtures   3–5 years
Leasehold improvements   Shorter of remaining
lease term or 5 years

 
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Discontinued Operations and Assets and Liabilities Held for Sale (Tables)
 12 Months Ended
Dec. 31, 2022
Discontinued Operations [Abstract]  
Schedule of Net Income (Loss) of Sovereign Plastics’ Discontinued Operations The results and net income (loss) of Sovereign Plastics’ discontinued operations were as follows:
   For the Years Ended 
   December 31, 
(Amounts in thousands, except share and per share data)  2022   2021 
Revenue  $1,718   $3,576 
Cost of goods sold   1,065    1,915 
Gross profit   653    1,661 
Operating expenses          
General and administrative   691    1,394 
Depreciation and amortization   283    633 
Gain on sale of Sovereign Plastics   (1,074)   
-
 
Total operating income (expenses), net   (100)   2,027 
Income (loss) from operations   753    (366)
Other expense          
Interest expense   (6)   (51)
Loss on extinguishment of debt   
-
    (246)
Total other expense   (6)   (297)
Income (loss) from discontinued operations, net of tax   $747   $(663)
Schedule of Assets and Liabilities of Discontinued Operations Assets and liabilities of discontinued operations as of December 31, 2021 were classified as current and non-current because the sale transaction did not qualify as discontinued operations as of December 31, 2021, and because the consideration of $2.0 million for the sale is due on May 31, 2023 and is recorded as a note receivable on the Consolidated Balance Sheet. The details are as follows:
   Sovereign
Plastics		 
   December 31, 
(Amounts in thousands, except share and per share data)  2021 
Assets    
Cash  $26 
Accounts receivable, net   222 
Inventory, net   295 
Prepaid and deferred expenses   266 
Assets of discontinued operations – current   809 
Property and equipment, net   736 
Operating lease right-of-use assets   717 
Goodwill   48 
Other assets – long term   73 
Assets of discontinued operations – long-term   1,574 
Total assets of discontinued operations  $2,383 
      
Liabilities     
Accounts payable  $129 
Accrued liabilities   50 
Accrued payroll   52 
Contract liabilities, current   475 
Operating lease liabilities, current   194 
Current portion of long-term debt, net of unamortized discounts and debt issuance costs   11 
Liabilities of discontinued operations - current   911 
Contract liabilities – long term   34 
Operating lease liabilities – long term   553 
Liabilities of discontinued operations – long-term   587 
Total liabilities of discontinued operations  $1,498 

 

Sky Sapience was acquired on February 25, 2021 (see Note 20 – Business Acquisitions – Sky Sapience Ltd.) and is a manufacturer of drones with a patented tethered hovering technology that provides long-duration, mobile and all-weather Intelligence, Surveillance and Reconnaissance (ISR) capabilities to customers worldwide for both land and marine-based applications based out of Israel. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sky Sapience in the future as compared to the opportunities available to Sky Sapience in the future, and the availability of strategic alternatives. On December 21, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sky Sapience. On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million (see Note 22 – Subsequent Events – Business Developments for additional information). The sale of Sky Sapience didn’t qualify for discontinued operations presentation because the sale didn’t represent a strategic shift that will have a major effect on the Company’s operations (the Company will continue to be in the drone business). Sky Sapience’s assets and liabilities met the criteria to be classified as held for sale as of December 31, 2022 as follows:
   Sky Sapience 
   December 31, 
(Amounts in thousands, except share and per share data)  2022 
Assets    
Cash  $35 
Inventory, net   535 
Prepaid and deferred expenses   56 
Other current assets   25 
Assets held for sale - current   651 
Property and equipment, net   640 
Operating lease right-of-use assets   269 
Intangible assets, net   246 
Goodwill   1,219 
Assets held for sale - long-term   2,374 
Total assets held for sale  $3,025 
      
Liabilities     
Accounts payable  $233 
Accrued liabilities   321 
Accrued payroll   321 
Contract liabilities, current   1,347 
Operating lease liabilities, current   120 
Liabilities of assets held for sale - current   2,342 
Operating lease liabilities - long term   140 
Liabilities held for sale - long-term   140 
Total liabilities held for sale  $2,482 
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Revenue (Tables)
 12 Months Ended
Dec. 31, 2022
Revenue [Abstract]  
Schedule of Revenue Revenue by type consisted of the following for the year ended December 31, 2022 and 2021:
   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Telecom hardware  $4,234   $5,871 
Repairs   
-
    189 
Support & maintenance   157    634 
Drones   4,828    997 
Consulting   218    406 
Warranty   
-
    213 
Other   441    754 
Total revenue  $9,878   $9,064 
Schedule of timing of revenue recognition The following table is a summary of the Company’s timing of revenue recognition for the years ended December 31, 2022 and 2021:
   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Timing of revenue recognition:        
Services and products transferred at a point in time  $9,624   $8,657 
Services and products transferred over time   254    407 
Total revenue  $9,878   $9,064 
Schedule of Revenue by Source Revenue by source consisted of the following for the years ended December 31, 2022 and 2021:
   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Revenue by products and services:        
Products  $9,624   $7,760 
Services   254    1,304 
Total revenue  $9,878   $9,064 
Schedule of Revenue by Geography Revenue by geographic destination consisted of the following for the years ended December 31, 2022 and 2021:
   For the Years Ended 
   December 31, 
(Amounts in thousands)  2022   2021 
Revenue by geography:        
North America  $9,165   $7,991 
International   713    1,073 
Total revenue  $9,878   $9,064 

 
Schedule of Opening and Closing Balances of Contract Liabilities The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers.
(Amounts in thousands)  Total 
Balance at December 31, 2021  $3,415 
New invoices not yet earned   4,704 
Old invoices earned   (3,338)
Reclassified to held for sale   (1,347)
Balance at December 31, 2022  $3,384 
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Earnings (Loss) Per Share (Tables)
 12 Months Ended
Dec. 31, 2022
Earnings (Loss) Per Share [Abstract]  
Schedule of Weighted-Average Potential Common Shares
   December 31, 
   2022   2021 
Options   26,554    70,405 
Warrants   115,899    128,771 
Convertible notes   21,728    58,860 
    164,181    258,036 
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Cash, Cash Equivalents, and Restricted Cash (Tables)
 12 Months Ended
Dec. 31, 2022
Cash, Cash Equivalents, and Restricted Cash [Abstract]  
Schedule of Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following as of December 31, 2022 and 2021:
   December 31, 
(Amounts in thousands)  2022   2021 
Cash and cash equivalents  $1,868   $1,596 
Restricted cash   
-
    277 
Total  $1,868   $1,873 
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Accounts Receivable, Net (Tables)
 12 Months Ended
Dec. 31, 2022
Accounts Receivable, Net [Abstract]  
Schedule of Accounts Receivable
   December 31, 
(Amounts in thousands)  2022   2021 
Accounts receivable  $2,372   $2,391 
Less: allowance for doubtful accounts   (1,246)   (1,015)
   Total accounts receivable, net  $1,126   $1,376 
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Inventory (Tables)
 12 Months Ended
Dec. 31, 2022
Inventory [Abstract]  
Schedule of Inventory Inventory consisted of the following as of December 31, 2022 and 2021:
   December 31, 
(Amounts in thousands)  2022   2021 
Raw materials  $3,685   $6,587 
Work in progress   560    1,202 
Finished goods   480    3,592 
Total inventory   4,725    11,381 
Reserve   (759)   (1,132)
Total inventory, net  $3,966   $10,249 
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Prepaid Expenses (Tables)
 12 Months Ended
Dec. 31, 2022
Schedule of prepaid expenses [Abstract]  
Schedule of Prepaid Expenses Prepaid expenses consisted of the following as of December 31, 2022 and 2021:
   December 31, 
(Amounts in thousands)  2022   2021 
Prepaid products and services  $3,557   $6,840 
Prepaid rent and security deposit   14    96 
Total prepaid expenses  $3,571   $6,936 
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Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2022
Property and Equipment, Net [Abstract]  
Schedule of Property and Equipment, Net Property and equipment, net consisted of the following as of December 31, 2022 and 2021:
   December 31, 
(Amounts in thousands)  2022   2021 
Shop machinery and equipment  $672   $10,103 
Computers and electronics   766    1,436 
Office furniture and fixtures   68    744 
Leasehold improvements   41    543 
Building   
-
    4,801 
Land   
-
    1,330 
Building improvements   
-
    755 
Total property and equipment   1,547    19,712 
Less: accumulated depreciation   (1,170)   (10,960)
Total property and equipment, net  $377   $8,752 
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Goodwill and Other Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2022
Goodwill and Other Intangible Assets [Abstract]  
Schedule of Goodwill Activity The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021:
(Amounts in thousands)  Total 
Balance at December 31, 2020  $64,850 
Recognition   35,478 
Impairments   (62,385)
Balance at December 31, 2021   37,943 
Derecognition   (74)
Impairments   (29,340)
Reclassified to held for sale   (1,219)
Balance at December 31, 2022  $7,310 
Schedule of Company’s Intangible Assets The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of December 31, 2022 and 2021:
(Amounts in thousands)  Trade
Names		   Licenses   Technology   Customer
Relationships		   Intellectual
Property		   Software   Total 
Net balance at December 31, 2020  $4,623   $316   $29,476   $15,716   $3,057   $
-
   $53,188 
Additions   292    
-
    8,477    9,273    
-
    741    18,783 
Impairments   (4,915)   (281)   (16,769)   (21,705)   
-
    
-
    (43,670)
Amortization   
-
    (35)   (6,988)   (3,284)   (2,466)   (68)   (12,841)
Net balance at December 31, 2021   
-
    
-
    14,196    
-
    591    673    15,460 
Reclassified to held for sale   
-
    
-
    (246)   
-
    
-
    
-
    (246)
Derecognition   
-
    
-
    (580)   
-
    
-
    
-
    (580)
Impairments   
-
    
-
    (11,611)   
-
    
-
    (487)   (12,098)
Amortization   
-
    
-
    (980)   
-
    (60)   (68)   (1,108)
Net balance at December 31, 2022  $
-
   $
-
   $779   $
-
   $531   $118   $1,428 
Schedule of Weighted-Average Amortization Period The following table sets forth the weighted-average amortization period, in total and by major intangible asset class.
Asset Class  Weighted-
Average
Amortization
Period		 
Technology   9.48 years 
Intellectual property   9.50 years 
Software   9.50 years 
All intangible assets   9.49 years 
Schedule of Additional Amortizable Intangible Assets As of December 31, 2022, the expected amortization expense for the existing unamortized acquired intangible assets for the next five years and thereafter was as follows:
(Amounts in thousands)  Amount 
2023  $151 
2024   151 
2025   151 
2026   151 
2027   151 
Thereafter   673 
All intangible assets  $1,428 
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Leases (Tables)
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Schedule of Operating Leases The Company has operating leases for office, manufacturing and warehouse space, along with office equipment. Balances as of December 31, 2022 and 2021 for operating leases were as follows:
   December 31, 
(Amounts in thousands)  2022   2021 
Operating lease ROU assets  $97   $3,000 
Operating lease liability  $11,137   $3,126 
Schedule of Other Information Related To Operating Leases Other information related to the Company’s operating leases are as follows:
   December 31, 
(Amounts in thousands)  2022   2021 
Operating lease cost  $1,341   $1,253 
Short-term lease cost  $41   $89 
           
Right-of-use assets obtained in exchange for lease obligations          
Operating leases  $10,052   $1,217 
           
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flows from operating leases  $740   $975 
Schedule Of Weighted-Average Remaining Lease Term and Weighted Average Discount Rates The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company’s operating leases as of December 31, 2022 and 2021:
   December 31,
(Amounts in thousands)  2022  2021
Weighted average remaining lease term  7.9 years  5.4 years
Weighted average discount rate  5.52%  5.97%

 
Schedule of Total Remaining Years to Lease Liabilities Operating Leases The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2022:
   Operating 
(Amounts in thousands)  Leases 
2023  $1,815 
2024   1,720 
2025   1,625 
2026   1,386 
2027   1,424 
Thereafter   6,862 
Total minimum lease payments   14,832 
Less: effect of discounting   (3,695)
Present value of future minimum lease payments   11,137 
Less: current obligations under leases   (1,321)
Long-term lease obligations  $9,816 
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Debt (Tables)
 12 Months Ended
Dec. 31, 2022
Debt [Abstract]  
Schedule of Debt Consisted Debt consisted of the following as of December 31, 2022 and 2021:
         December 31,
         2022   2021
(Amounts in thousands)  Note
Reference		  Maturity
Date		  Amount
Outstanding		   Interest
Rate		   Amount
Outstanding		   Interest
Rate
Secured Notes Payable                     
Secured senior convertible note payable  A  5/27/23  $51   6.0%   $6,417   6.0%
Secured senior convertible note payable  B  8/25/23   59   6.0%    4,833   6.0%
Secured note payable  C  10/17/23   368   6.0%    
-
  
-
Secured note payable  D  11/8/23   263   6.0%    
-
  
-
Secured note payable  E  11/26/21   775   15.0%    1,000   9.0%
Secured note payable  F  7/29/24   550   8.0%    
-
  
-
Secured note payable  G  1/29/22   
-
  
-
    5,205   >8% or Libor +6.75%
Secured note payable  H  6/30/23   50  
-
    
-
  
-
SBA loan  I  5/15/50   150   3.8%    150   3.8%
Total secured notes payable         2,266        17,605    
                        
Unsecured Notes Payable                       
Note payable - related party  J  3/31/23   100   3.0%    
-
  
-
Note payable  K  7/29/23   26   15.0%    
-
  
-
PPP loans  L  5/5/22   
-
   1.0%    2   1.0%
Total notes payable         126        2    
                        
Unsecured Convertible Notes Payable                       
Convertible note payable  M  6/3/22   
-
   5.0%    600   5.0%
Convertible note payable  N  1/29/26   11,150   15.0%    11,150   1.0%
Total convertible notes payable         11,150        11,750    
                        
Total debt         13,542        29,357    
Less: unamortized discounts and debt issuance costs         (11)       (3,518)   
Total long-term debt, less discounts and debt issuance costs         13,531        25,839    
Less: current portion of debt         (11,636)       (13,566)   
Non-current portion of debt        $1,895       $12,273    

 
Schedule of Future Maturities Contractually Required by the Company under Long-Term Debt Obligations Future maturities contractually required by the Company under long-term debt obligations are as follows for the years ending December 31:
(Amounts in thousands)  Total 
2023   11,647 
2024   550 
2025   
-
 
2026   
-
 
2027   
-
 
Thereafter   1,345 
Total  $13,542 
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Stockholders’ Equity (Tables)
 12 Months Ended
Dec. 31, 2022
Stockholders’ Equity [Abstract]  
Schedule of Fair Value of Warrants Granted The following table summarizes the assumptions used to estimate the fair value of the warrants granted during the years ended December 31, 2022 and 2021:
   For the Years Ended
   December 31,
   2022  2021
Expected dividend yield 
N/A
  0%
Expected volatility 
N/A
  39.94-64.04%
Risk-free interest rate 
N/A
  0.42-0.95%
Contractual life of warrants 
N/A
  4.0-5.0 years
Schedule of Warrant Activity The following tables represents warrant activity for the year ended December 31, 2022:
       Weighted-   Weighted- 
       Average   Average 
   Number of   Exercise Price   Contractual 
   Warrants   Per Share   Life in Years 
Outstanding - December 31, 2021   128,771   $371      
Forfeited or Expired   (12,872)   217      
Outstanding - December 31, 2022   115,899   $388    3.15 
Exercisable - December 31, 2022   115,899   $388    3.15 
Schedule of Information Related to Warrant The following table presents information related to warrants as of December 31, 2022:
Warrants Outstanding    Warrants Exercisable 
       Weighted     
   Outstanding   Average   Exercisable 
   Number of   Remaining Life   Number of 
Exercise Price Per Share  Warrants   In Years   Warrants 
$0.01 - $100.00   5,604    2.51    5,604 
$100.01 - $200.00   
-
    
-
    
-
 
$200.01 - $300.00   32,914    3.45    32,914 
$300.01 - $400.00   344    2.28    344 
$400.01 - $500.00   73,231    3.07    73,231 
$500.01 - $600.00   3,806    3.09    3,806 
    115,899    3.15    115,899 
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Share-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2022
Share-Based Compensation (Tables) [Line Items]  
Schedule of Assumptions Used to Estimate Fair Value of Options Granted The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2022 and 2021:
   For the Years Ended
   December 31,
   2022  2021
Expected dividend yield 
N/A
  0.00%
Expected volatility 
N/A
  63.39%
Risk-free interest rate 
N/A
  0.48 - 0.89%
Expected life of options 
N/A
  3.25 - 5.00 years
Schedule of Stock Option Activity The following table represents stock option activity for the year ended December 31, 2022:
       Weighted   Weighted     
       Average   Average   Aggregate 
   Number of   Exercise Price   Contractual   Intrinsic 
   Options   Per Share   Life in Years   Value 
Outstanding - December 31, 2021   70,405   $233         
 
 
Exercised   (2,098)   15         
 
 
Cancelled or Expired   (41,753)   250         
 
 
Outstanding - December 31, 2022   26,554   $223    2.72    
-
 
Exercisable - December 31, 2022   19,096   $203    2.52    
-
 
Schedule of Presents Information Related to Stock Options The following table presents information related to stock options as of December 31, 2022:
Options Outstanding    Options Exercisable 
       Weighted     
   Outstanding   Average   Exercisable 
   Number of   Remaining Life   Number of 
Exercise Price Per Share  Options   In Years   Options 
$0.01 - $50.00   
-
    
-
    
-
 
$50.01 - $100.00   5,688    2.51    5,688 
$100.01 - $150.00   
-
    
-
    
-
 
$150.01 - $200.00   2,900    0.99    2,900 
$200.01 - $250.00   
-
    
-
    
-
 
$250.01 - $300.00   17,033    3.18    9,575 
$300.01 - $350.00   933    0.46    933 
 
   
26,554
    2.52    19,096 
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Income taxes (Tables)
 12 Months Ended
Dec. 31, 2022
Income Taxes [Abstract]  
Schedule of United States and International Components of Income Before Income Taxes United States and international components of income before income taxes from continuing operations were as follows:
   For the Years Ended 
   December 31, 
   2022   2021 
United States  $(64,975)  $(133,710)
International   (15,486)   (18,676)
Loss before income taxes from continuing operations  $(80,461)  $(152,386)
Schedule of Net Deferred Tax Liabilities Net deferred tax liabilities consisted of the following as of December 31, 2022 and 2021:
   December 31, 
(Amounts in thousands)  2022   2021 
Deferred tax assets        
Share-based compensation  $276   $483 
Warranty reserve   122    118 
Inventory reserve   190    292 
Allowance for bad debt   299    457 
Deferred revenue   
-
    27 
Lease liability   2,784    1,014 
Amortization   2,654    
-
 
Capitalized research and development costs   301    
-
 
Net operating loss carryover   32,251    29,204 
Foreign losses   4,827    3,864 
General business credits   256    256 
Total deferred tax assets   43,960    35,715 
Deferred tax liabilities          
Depreciation   (171)   (506)
Amortization   
-
    (3,854)
Right of use assets   (24)   (977)
Total deferred tax liabilities   (195)   (5,337)
Valuation allowance:   (43,765)   (30,378)
Net deferred tax assets (liabilities)  $
-
   $
-
 
Schedule of U.S. Federal Income Tax Rate to Income (Loss) The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income (loss) from continuing operations before tax for fiscal 2022 and 2021 due to the following:
   For the Years Ended December 31, 
   2022   2021 
(Amounts in thousands)  USD   Rates   USD   Rates 
Income tax benefit at statutory federal income tax rate  $(16,897)   21.0%  $(32,140)   21.0%
State tax expense, net of federal benefit   (1,556)   2.0%   (6,122)   4.0%
Permanent items   1,715    -2.2%   64    -0.4%
Goodwill impairment   6,162    -7.7%   18,854    -12.0%
Other   (3,068)   4.0%   159    -0.1%
Valuation allowance   13,644    -17.1%   19,185    -12.5%
Income tax benefit   
-
    0.0%   
-
    0.0%
Schedule of Deferred Tax Valuation Allowance The Company records valuation allowances to reduce its deferred tax assets to an amount it believes is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether future taxable income will be generated during the periods in which those temporary differences become deductible. As a result, the Company recorded a valuation allowance on the portion of the deferred tax assets, including current year losses, deemed not to have enough sources of income to utilize the future benefits.
(Amounts in thousands)  Balance at
Beginning of
Period		   Changes
(credits) to
expense		   Changes
(credits) to other
accounts		   Write-offs   Balance at
End of
Period		 
Deferred tax valuation allowance                    
December 31, 2022   30,378    13,644    (257)   
               -
    43,765 
December 31, 2021   11,193    19,185    
-
    
-
    30,378 
XML 64 R46.htm IDEA: XBRL DOCUMENT v3.23.3
Business Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2022
Business Acquisitions [Abstract]  
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.
(Amounts in thousands)  Fair Value 
Cash  $9 
Accounts receivable   245 
Inventory   358 
Prepaid expenses   1,914 
Property & equipment   202 
Intangible assets:     
Trade name   409 
Technology   1,770 
Customer relationships   5,000 
Software   97 
Goodwill   5,849 
Total assets   15,853 
Accounts payable   1,055 
Accrued liabilities   174 
Notes payable   210 
Contract liabilities, current   213 
Accrued warranty liability – long term   236 
Total purchase consideration  $13,965 

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.
(Amounts in thousands)  Fair Value 
Cash  $320 
Accounts receivable   60 
Inventory   1,229 
Prepaid expenses   15 
Other current assets   334 
Property & equipment   148 
Operating lease right-of-use assets   457 
Intangible assets:     
Trade names   440 
Technology   2,480 
Customer relationships   3,460 
Goodwill   6,185 
Total assets   15,128 
Accounts payable   710 
Accrued liabilities   431 
Contract liabilities, current   1,759 
Operating lease liabilities, current   194 
Operating lease liabilities - long term   252 
Total purchase consideration  $11,782 

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.
(Amounts in thousands)  Fair Value 
Cash  $449 
Accounts receivable   47 
Prepaid expenses   53 
Inventory   825 
Property & equipment   16 
Operating lease right-of-use asset   270 
Intangible assets:     
Trade names   220 
Technology   630 
Customer relationships   400 
Goodwill   3,599 
Total assets   6,509 
Accounts payable   54 
Accrued liabilities   219 
Operating lease liabilities, current   74 
Contract liabilities, current   13 
Notes payable   453 
Operating lease liabilities – long term   196 
Total purchase consideration  $5,500 
The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.
(Amounts in thousands)  Fair Value 
Property & equipment   6 
Operating lease right-of-use asset   105 
Other non-current Assets   2 
Intangible assets:     
Trade names   59 
Technology   610 
Customer relationships   500 
Goodwill   7,953 
Total assets   9,235 
Accounts payable   59 
Operating lease liabilities, current   32 
Notes payable   31 
Operating lease liabilities – long term   74 
Total purchase consideration  $9,039 

 

The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.
(Amounts in thousands)  Fair Value 
Cash  $41 
Accounts receivable   323 
Inventory   662 
Other current assets   6 
Property & equipment, net   72 
Intangible assets:     
Trade names   80 
Customer relationships   470 
Goodwill   1,920 
Total assets   3,574 
Accounts payable   375 
Accrued liabilities   4 
Contract liabilities, current   20 
Notes payable   425 
Total purchase consideration  $2,750 
The fair value of the assets acquired and liabilities assumed as of the acquisition date, are as set forth below:
(Amounts in thousands)  Fair Value 
Cash  $64 
Accounts receivable   61 
Property & equipment, net   19 
Intangible assets:     
Goodwill   10,137 
Total assets   10,281 
Accounts payable   33 
Accrued liabilities   79 
Other current liabilities   180 
Total purchase consideration  $9,989 
Schedule of Unaudited Pro Forma Combined Results of Operations The following information represents the unaudited pro forma combined results of operations, giving effect to the acquisitions as if they occurred at the beginning of the year ended December 31, 2021.
(Amounts in thousands)  For the
Year Ended
December 31,
2021		 
Revenue from continuing operations  $13,599 
Net loss from continuing operations  $(135,016)
Basic and diluted loss per common share
  $(1.68)
Weighted-average common shares outstanding   80,138 
XML 65 R47.htm IDEA: XBRL DOCUMENT v3.23.3
Summary of Significant Accounting Policies (Details) - USD ($)
 1 Months Ended 12 Months Ended
Jun. 21, 2022
Mar. 20, 2020
Dec. 31, 2022
Dec. 31, 2021
Summary of Significant Accounting Policies [Abstract]        
Bad debt reserve     $ 1,200,000 $ 1,000,000
FDIC insurance coverage amount       250,000
Sale consideration $ 2,000,000 $ 1,800,000 2,000,000  
Interest rate 5.00%      
Maturity date May 31, 2025      
Loss on extinguishment of debt     $ (7,306,000) $ (4,356,000)
Valuation allowance     100.00% 100.00%
Tax authority percentage     50.00%  
Extinguishment of Debt [Member]        
Summary of Significant Accounting Policies [Abstract]        
Loss on extinguishment of debt     $ 7,300,000 $ 4,400,000
Other Customer [Member]        
Summary of Significant Accounting Policies [Abstract]        
Deferred revenue     $ 3,400,000 $ 3,400,000
Sovereign Plastics [Member]        
Summary of Significant Accounting Policies [Abstract]        
Maturity date May 31, 2025      
XML 66 R48.htm IDEA: XBRL DOCUMENT v3.23.3
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment are Stated at Cost when Acquired
$ in Thousands
Dec. 31, 2022
USD ($)
Shop machinery and equipment [Member] | Minimum [Member]  
Public Utility, Property, Plant and Equipment [Line Items]  
Property and equipment, net Useful Life $ 3
Shop machinery and equipment [Member] | Maximum [Member]  
Public Utility, Property, Plant and Equipment [Line Items]  
Property and equipment, net Useful Life 5
Computers and electronics [Member]  
Public Utility, Property, Plant and Equipment [Line Items]  
Property and equipment, net Useful Life 2
Office furniture and fixtures [Member] | Minimum [Member]  
Public Utility, Property, Plant and Equipment [Line Items]  
Property and equipment, net Useful Life 3
Office furniture and fixtures [Member] | Maximum [Member]  
Public Utility, Property, Plant and Equipment [Line Items]  
Property and equipment, net Useful Life 5
Leasehold improvements [Member]  
Public Utility, Property, Plant and Equipment [Line Items]  
Property and equipment, net Useful Life $ 5
XML 67 R49.htm IDEA: XBRL DOCUMENT v3.23.3
Discontinued Operations and Assets and Liabilities Held for Sale (Details) - USD ($)
$ in Millions
 1 Months Ended 12 Months Ended
Mar. 20, 2023
Jun. 21, 2022
Jun. 21, 2022
Mar. 20, 2020
Dec. 31, 2022
Discontinued Operations and Assets and Liabilities Held for Sale (Details) [Line Items]          
Consideration for sale of discontinued operations     $ 2.0    
Gain on sale     $ 1.1    
Consideration sale   $ 2.0   $ 1.8 $ 2.0
Sovereign Plastics [Member]          
Discontinued Operations and Assets and Liabilities Held for Sale (Details) [Line Items]          
Interest percentage   5.00% 5.00%    
Maturity date     May 31, 2025    
Forecast [Member]          
Discontinued Operations and Assets and Liabilities Held for Sale (Details) [Line Items]          
Sale of business consideration $ 1.8        
XML 68 R50.htm IDEA: XBRL DOCUMENT v3.23.3
Discontinued Operations and Assets and Liabilities Held for Sale (Details) - Schedule of Net Income (Loss) of Sovereign Plastics’ Discontinued Operations - Sovereign Plastics [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Discontinued Operations and Assets and Liabilities Held for Sale (Details) - Schedule of Net Income (Loss) of Sovereign Plastics’ Discontinued Operations [Line Items]    
Revenue $ 1,718 $ 3,576
Cost of goods sold 1,065 1,915
Gross profit 653 1,661
Operating expenses    
General and administrative 691 1,394
Depreciation and amortization 283 633
Gain on sale of Sovereign Plastics (1,074)
Total operating income (expenses), net (100) 2,027
Income (loss) from operations 753 (366)
Other expense    
Interest expense (6) (51)
Loss on extinguishment of debt (246)
Total other expense (6) (297)
Income (loss) from discontinued operations, net of tax $ 747 $ (663)
XML 69 R51.htm IDEA: XBRL DOCUMENT v3.23.3
Discontinued Operations and Assets and Liabilities Held for Sale (Details) - Schedule of Assets and Liabilities of Discontinued Operations - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Sovereign Plastics [Member]    
Assets    
Cash   $ 26
Accounts receivable, net   222
Inventory, net   295
Prepaid and deferred expenses   266
Assets of discontinued operations – current   809
Property and equipment, net   736
Operating lease right-of-use assets   717
Goodwill   48
Other assets – long term   73
Assets of discontinued operations – long-term   1,574
Total assets of discontinued operations   2,383
Liabilities    
Accounts payable   129
Accrued liabilities   50
Accrued payroll   52
Contract liabilities, current   475
Operating lease liabilities, current   194
Current portion of long-term debt, net of unamortized discounts and debt issuance costs   11
Liabilities of discontinued operations - current   911
Contract liabilities – long term   34
Operating lease liabilities – long term   553
Liabilities of discontinued operations – long-term   587
Total liabilities of discontinued operations   $ 1,498
Sky Sapience [Member]    
Assets    
Cash $ 35  
Inventory, net 535  
Prepaid and deferred expenses 56  
Other current assets 25  
Assets held for sale - current 651  
Property and equipment, net 640  
Operating lease right-of-use assets 269  
Intangible assets, net 246  
Goodwill 1,219  
Assets held for sale - long-term 2,374  
Total assets held for sale 3,025  
Liabilities    
Accounts payable 233  
Accrued liabilities 321  
Accrued payroll 321  
Contract liabilities, current 1,347  
Operating lease liabilities, current 120  
Liabilities of assets held for sale - current 2,342  
Operating lease liabilities – long term 140  
Liabilities held for sale - long-term 140  
Total liabilities held for sale $ 2,482  
XML 70 R52.htm IDEA: XBRL DOCUMENT v3.23.3
Going Concern and Liquidity (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Going Concern and Liquidity [Abstract]    
Negative cash flows from operations $ 9,500  
Accumulated deficit (297,556) $ (217,843)
Working capital $ 15,900  
XML 71 R53.htm IDEA: XBRL DOCUMENT v3.23.3
Revenue (Details)
$ in Millions
Dec. 31, 2022
USD ($)
Revenue (Details) [Line Items]  
Deferred revenue current $ 2.0
Revenue [Member]  
Revenue (Details) [Line Items]  
Deferred revenue 3.3
Deferred revenue current $ 1.4
XML 72 R54.htm IDEA: XBRL DOCUMENT v3.23.3
Revenue (Details) - Schedule of Revenue - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Revenue (Details) - Schedule of Revenue [Line Items]    
Total revenue $ 9,878 $ 9,064
Telecom hardware [Member]    
Revenue (Details) - Schedule of Revenue [Line Items]    
Revenues 4,234 5,871
Repairs [Member]    
Revenue (Details) - Schedule of Revenue [Line Items]    
Revenues 189
Support & maintenance [Member]    
Revenue (Details) - Schedule of Revenue [Line Items]    
Revenues 157 634
Drones [Member]    
Revenue (Details) - Schedule of Revenue [Line Items]    
Revenues 4,828 997
Consulting [Member]    
Revenue (Details) - Schedule of Revenue [Line Items]    
Revenues 218 406
Warranty [Member]    
Revenue (Details) - Schedule of Revenue [Line Items]    
Revenues 213
Other [Member]    
Revenue (Details) - Schedule of Revenue [Line Items]    
Revenues $ 441 $ 754
XML 73 R55.htm IDEA: XBRL DOCUMENT v3.23.3
Revenue (Details) - Schedule of Timing of Revenue Recognition - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Timing of revenue recognition:    
Services and products transferred at a point in time $ 9,624 $ 8,657
Services and products transferred over time 254 407
Total revenue $ 9,878 $ 9,064
XML 74 R56.htm IDEA: XBRL DOCUMENT v3.23.3
Revenue (Details) - Schedule of Revenue by Source - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]    
Total revenue $ 9,878 $ 9,064
Products [Member]    
Disaggregation of Revenue [Line Items]    
Total revenue 9,624 7,760
Services [Member]    
Disaggregation of Revenue [Line Items]    
Total revenue $ 254 $ 1,304
XML 75 R57.htm IDEA: XBRL DOCUMENT v3.23.3
Revenue (Details) - Schedule of Revenue by Geography - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Revenue (Details) - Schedule of Revenue by Geography [Line Items]    
Total revenue $ 9,878 $ 9,064
North America [Member]    
Revenue (Details) - Schedule of Revenue by Geography [Line Items]    
Total revenue 9,165 7,991
International [Member]    
Revenue (Details) - Schedule of Revenue by Geography [Line Items]    
Total revenue $ 713 $ 1,073
XML 76 R58.htm IDEA: XBRL DOCUMENT v3.23.3
Revenue (Details) - Schedule of Opening and Closing Balances of Contract Liabilities
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Schedule of Opening and Closing Balances of Contract Liabilities [Abstract]  
Balance beginning $ 3,415
New invoices not yet earned 4,704
Old invoices earned (3,338)
Reclassified to held for sale (1,347)
Balance ending $ 3,384
XML 77 R59.htm IDEA: XBRL DOCUMENT v3.23.3
Earnings (Loss) Per Share (Details) - Schedule of Weighted-Average Potential Common Shares - shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Schedule of Weighted-Average Potential Common Shares [Abstract]    
Options 26,554 70,405
Warrants 115,899 128,771
Convertible notes 21,728 58,860
Total 164,181 258,036
XML 78 R60.htm IDEA: XBRL DOCUMENT v3.23.3
Cash, Cash Equivalents, and Restricted Cash (Details)
 12 Months Ended
Dec. 31, 2022
USD ($)
Cash, Cash Equivalents, and Restricted Cash [Line Items]  
Restricted cash $ 195,000
Minimum [Member]  
Cash, Cash Equivalents, and Restricted Cash [Line Items]  
Equipment leases 47,000
Maximum [Member]  
Cash, Cash Equivalents, and Restricted Cash [Line Items]  
Restricted cash held for sale $ 35,000
XML 79 R61.htm IDEA: XBRL DOCUMENT v3.23.3
Cash, Cash Equivalents, and Restricted Cash (Details) - Schedule of Cash, Cash Equivalents and Restricted Cash - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Schedule of Cash Cash Equivalents and Restricted Cash [Abstract]    
Cash and cash equivalents $ 1,868 $ 1,596
Restricted cash 277
Total $ 1,868 $ 1,873
XML 80 R62.htm IDEA: XBRL DOCUMENT v3.23.3
Accounts Receivable, Net (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Receivables [Abstract]    
Bad debt expense $ 0.3 $ 0.2
XML 81 R63.htm IDEA: XBRL DOCUMENT v3.23.3
Accounts Receivable, Net (Details) - Schedule of Accounts Receivable - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Schedule of accounts receivable [Abstract]    
Accounts receivable $ 2,372 $ 2,391
Less: allowance for doubtful accounts (1,246) (1,015)
Total accounts receivable, net $ 1,126 $ 1,376
XML 82 R64.htm IDEA: XBRL DOCUMENT v3.23.3
Inventory (Details) - Schedule of Inventory - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Schedule of Inventory [Abstract]    
Raw materials $ 3,685 $ 6,587
Work in progress 560 1,202
Finished goods 480 3,592
Total inventory 4,725 11,381
Reserve (759) (1,132)
Total inventory, net $ 3,966 $ 10,249
XML 83 R65.htm IDEA: XBRL DOCUMENT v3.23.3
Prepaid Expenses (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Prepaid Expenses [Abstract]    
Inventory deposits $ 2.9 $ 5.4
XML 84 R66.htm IDEA: XBRL DOCUMENT v3.23.3
Prepaid Expenses (Details) - Schedule of Prepaid Expenses - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Schedule of Prepaid Expenses [Abstract]    
Prepaid products and services $ 3,557 $ 6,840
Prepaid rent and security deposit 14 96
Total prepaid expenses $ 3,571 $ 6,936
XML 85 R67.htm IDEA: XBRL DOCUMENT v3.23.3
Property and Equipment, Net (Details) - USD ($)
$ in Millions
 1 Months Ended 3 Months Ended 12 Months Ended
Feb. 01, 2022
Jan. 31, 2022
Jun. 23, 2022
May 23, 2022
Dec. 31, 2022
Dec. 31, 2021
Property and Equipment, Net (Details) [Line Items]            
Capital expenditure         $ 0.2 $ 3.1
Cash   $ 15.8        
Carrying value   6.7        
Cost basis of building   4.8        
Cost basis of land   1.3        
Building improvements   0.8        
Accumulated depreciation   0.2        
Gain on sale of assets   8.4        
Transaction cost   $ 0.7        
Depreciation expense         $ 0.9 $ 1.2
Tucson Building lease [Member]            
Property and Equipment, Net (Details) [Line Items]            
Gross assets $ 0.6          
Net book value $ 0.1          
DragonWave-X Canada [Member]            
Property and Equipment, Net (Details) [Line Items]            
Gross assets       $ 8.5    
Net book value       $ 0.0    
Innovation Digital, LLC [Member]            
Property and Equipment, Net (Details) [Line Items]            
Gross assets     $ 0.1      
Net book value     $ 0.1      
XML 86 R68.htm IDEA: XBRL DOCUMENT v3.23.3
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]    
Less: accumulated depreciation $ (1,170) $ (10,960)
Total property and equipment, net 377 8,752
Shop machinery and equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 672 10,103
Computers and electronics [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 766 1,436
Office furniture and fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 68 744
Leasehold improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 41 543
Building [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 4,801
Land [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,330
Building improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 755
Total property and equipment $ 1,547 $ 19,712
XML 87 R69.htm IDEA: XBRL DOCUMENT v3.23.3
Goodwill and Other Intangible Assets (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Other Intangible Assets [Abstract]    
Description of intangible impairment During the year ended December 31, 2022, the Company, utilizing a 3-6.3% revenue growth rate and a weighted-average cost of capital range of 14%, recorded impairment charges for goodwill in the aggregate amount of $29.3 million (see Note 2 – Summary of Significant Accounting Policies – Long-Lived Assets and Goodwill).  
Goodwill impairment charges   $ 62.4
Intangible assets net $ 12.1 43.7
Amortization expense of intangible assets $ 1.1 $ 12.8
XML 88 R70.htm IDEA: XBRL DOCUMENT v3.23.3
Goodwill and Other Intangible Assets (Details) - Schedule of Goodwill Activity - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Schedule Of Goodwill Activity Abstract    
Balance $ 37,943 $ 64,850
Balance 7,310 37,943
Recognition   35,478
Derecognition (74)  
Impairments (29,340) $ (62,385)
Reclassified to held for sale $ (1,219)  
XML 89 R71.htm IDEA: XBRL DOCUMENT v3.23.3
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items]    
Net balance $ 15,460 $ 53,188
Net balance 1,428 15,460
Additions   18,783
Reclassified to held for sale (246)  
Derecognition (580)  
Impairments (12,098) (43,670)
Amortization (1,108) (12,841)
Trade Names [Member]    
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items]    
Net balance 4,623
Net balance
Additions   292
Reclassified to held for sale  
Derecognition  
Impairments (4,915)
Amortization
Licenses [Member]    
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items]    
Net balance 316
Net balance
Additions  
Reclassified to held for sale  
Derecognition  
Impairments (281)
Amortization (35)
Technology [Member]    
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items]    
Net balance 14,196 29,476
Net balance 779 14,196
Additions   8,477
Reclassified to held for sale (246)  
Derecognition (580)  
Impairments (11,611) (16,769)
Amortization (980) (6,988)
Customer Relationships [Member]    
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items]    
Net balance 15,716
Net balance
Additions   9,273
Reclassified to held for sale  
Derecognition  
Impairments (21,705)
Amortization (3,284)
Intellectual Property [Member]    
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items]    
Net balance 591 3,057
Net balance 531 591
Additions  
Reclassified to held for sale  
Derecognition  
Impairments
Amortization (60) (2,466)
Software [Member]    
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items]    
Net balance 673
Net balance 118 673
Additions   741
Reclassified to held for sale  
Derecognition  
Impairments (487)
Amortization $ (68) $ (68)
XML 90 R72.htm IDEA: XBRL DOCUMENT v3.23.3
Goodwill and Other Intangible Assets (Details) - Schedule of Weighted-Average Amortization Period
 12 Months Ended
Dec. 31, 2022
Technology [Member]  
Finite-Lived Intangible Assets [Line Items]  
Weighted- Average Amortization Period 9 years 5 months 23 days
Intellectual Property [Member]  
Finite-Lived Intangible Assets [Line Items]  
Weighted- Average Amortization Period 9 years 6 months
Software [Member]  
Finite-Lived Intangible Assets [Line Items]  
Weighted- Average Amortization Period 9 years 6 months
All Intangible assets [Member]  
Finite-Lived Intangible Assets [Line Items]  
Weighted- Average Amortization Period 9 years 5 months 26 days
XML 91 R73.htm IDEA: XBRL DOCUMENT v3.23.3
Goodwill and Other Intangible Assets (Details) - Schedule of Additional Amortizable Intangible Assets
$ in Thousands
Dec. 31, 2022
USD ($)
Schedule of amortizable intangible assets [Abstract]  
2023 $ 151
2024 151
2025 151
2026 151
2027 151
Thereafter 673
All intangible assets $ 1,428
XML 92 R74.htm IDEA: XBRL DOCUMENT v3.23.3
Leases (Details) - USD ($)
 12 Months Ended
Feb. 01, 2022
Dec. 31, 2022
Leases [Abstract]    
Payments   $ 16,000
Payments   7,000
Lease agreement 10 years  
Monthly rent $ 98,300  
Annual rent 128,200  
Security deposit 1,000,000  
Operating lease liability $ 10,100,000  
Recognized losses   13,600,000
Operating lease liabilities   $ 10,100,000
XML 93 R75.htm IDEA: XBRL DOCUMENT v3.23.3
Leases (Details) - Schedule of Operating Leases - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Schedule of operating leases [Abstract]    
Operating lease ROU assets $ 97 $ 3,000
Operating lease liability $ 11,137 $ 3,126
XML 94 R76.htm IDEA: XBRL DOCUMENT v3.23.3
Leases (Details) - Schedule of Other Information Related To Operating Leases - Other information related [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Leases (Details) - Schedule of Other Information Related To Operating Leases [Line Items]    
Operating lease cost $ 1,341 $ 1,253
Short-term lease cost 41 89
Right-of-use assets obtained in exchange for lease obligations    
Operating leases 10,052 1,217
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 740 $ 975
XML 95 R77.htm IDEA: XBRL DOCUMENT v3.23.3
Leases (Details) - Schedule Of Weighted-Average Remaining Lease Term and Weighted Average Discount Rates
Dec. 31, 2022
Dec. 31, 2021
Schedule of weighted-average remaining lease term and weighted average discount rates [Abstract]    
Weighted average remaining lease term 7 years 10 months 24 days 5 years 4 months 24 days
Weighted average discount rate 5.52% 5.97%
XML 96 R78.htm IDEA: XBRL DOCUMENT v3.23.3
Leases (Details) - Schedule of Total Remaining Years to Lease Liabilities Operating Leases - Operating Leases [Member]
$ in Thousands
Dec. 31, 2022
USD ($)
Schedule of total remaining years to lease liabilities operating leases [Abstract]  
2023 $ 1,815
2024 1,720
2025 1,625
2026 1,386
2027 1,424
Thereafter 6,862
Total minimum lease payments 14,832
Less: effect of discounting (3,695)
Present value of future minimum lease payments 11,137
Less: current obligations under leases (1,321)
Long-term lease obligations $ 9,816
XML 97 R79.htm IDEA: XBRL DOCUMENT v3.23.3
Debt (Details) - USD ($)
 12 Months Ended
Mar. 31, 2023
Mar. 14, 2023
Dec. 06, 2022
Nov. 08, 2022
Jul. 29, 2022
Jul. 26, 2022
Jun. 23, 2022
Jun. 03, 2022
May 24, 2022
May 09, 2022
Apr. 29, 2022
Apr. 15, 2022
Apr. 01, 2022
Jan. 31, 2022
Jan. 29, 2022
Aug. 26, 2021
Aug. 25, 2021
Jun. 03, 2021
Jun. 02, 2021
May 28, 2021
May 27, 2021
Jan. 29, 2021
Jan. 26, 2021
May 26, 2020
Nov. 30, 2019
Dec. 31, 2022
Dec. 31, 2021
Oct. 17, 2022
Note A [Member]                                                        
Debt (Details) [Line Items]                                                        
Principal amount                                         $ 11,000,000              
Purchase of warrants (in Shares)                                         18,200              
Common stock purchase price                                         $ 10,000,000              
Original issue discount                                         10.00%              
Company received                                     $ 5,000,000 $ 5,000,000                
Bears interest rate                                         6.00%              
Maturity date                                         May 27, 2023              
Interest and principal payments                                         $ 611,000              
Common stock share percentage                                         90.00%              
Liens securing principal amount of outstanding                                         $ 1,500,000              
Warrants to purchase shares (in Shares)                                                   18,200    
Purchase price of per share (in Dollars per share)                                                   $ 300    
Percentage of principal value                       5.00%                                
Increase principal value                       $ 200,000                                
Discount rate                       20.00%                                
Secured loan agreement, description                                                   the principal amount was reduced by an aggregate of $6.4 million, which was comprised of (a) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 22,834 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $4.1 million of principal due to Note Holder Conversions into an aggregate of 802,463 shares of the Company’s common stock.    
Note B [Member]                                                        
Debt (Details) [Line Items]                                                        
Purchase of warrants (in Shares)                                 13,158                 13,158    
Original issue discount                                 16.00%                      
Company received                               $ 5,000,000                        
Bears interest rate                                 6.00%                      
Maturity date                                 Aug. 25, 2023                      
Interest and principal payments                                 $ 322,000                      
Common stock share percentage                                                   90.00%    
Liens securing principal amount of outstanding                                                   $ 1,500,000    
Purchase price of per share (in Dollars per share)                                                   $ 300    
Percentage of principal value                       5.00%                                
Increase principal value                       $ 200,000                                
Discount rate                       20.00%                                
Secured loan agreement, description                                                   the principal amount was reduced by an aggregate of $4.8 million, which was comprised of (a) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 12,466 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $3.7 million of principal due to Note Holder Conversions into an aggregate of 719,675 shares of the Company’s common stock.    
Principal amount                                 5,800,000                      
Purchase price                                 $ 5,000,000                      
Conversion price of per share (in Dollars per share)                                                   $ 300    
Percentage of outstanding principal                                                   3.00%    
Note C [Member]                                                        
Debt (Details) [Line Items]                                                        
Bears interest rate                                                       6.00%
Face value                                                       $ 367,500
Note D [Member]                                                        
Debt (Details) [Line Items]                                                        
Principal value       $ 262,500                                                
Original issue discount       $ 12,500                                                
Bears interest per annum       6.00%                                                
Note E [Member]                                                        
Debt (Details) [Line Items]                                                        
Principal amount                                             $ 1,000,000          
Purchase of warrants (in Shares)                                             2,957          
Maturity date                                                 Nov. 26, 2021      
Principal amount                                                   $ 80,000    
Bears interest per annum                                                 9.00%      
Secured loan agreement                                                 $ 2,000,000      
Interest rate                                                   15.00% 15.00%  
Issuance shares of common stock (in Shares)                                                   3,500    
Percentage of incurred                                                     5.00%  
Accrued interest                                             $ 1,200,000          
Price per unit (in Dollars per share)                                             $ 415          
Shares of issued common stock (in Shares)                                             2,957          
Purchase price per share (in Dollars per share)                                             $ 450          
Principal and interest paid                                                   $ 500,000    
Fees of principal outstanding                                                   275,000    
Outstanding loan                                                   800,000    
Note F [Member]                                                        
Debt (Details) [Line Items]                                                        
Principal amount           $ 550,000                                            
Maturity date                   Jul. 29, 2024                                    
Face value                     $ 550,000                                  
Purchase price                     $ 500,000                                  
Default rate         12.00%                                              
Common stock (in Shares)                   2,400                                    
Note F [Member] | Subsequent Event [Member]                                                        
Debt (Details) [Line Items]                                                        
Discount rate   10.00%                                                    
Interest rate   8.00%                                                    
Term of advisory services   2 years                                                    
Restricted stock (in Shares)   12,000                                                    
Note G [Member]                                                        
Debt (Details) [Line Items]                                                        
Interest rate                                           8.00%            
Secured term loan                                           $ 5,200,000            
LIBOR interest rate                                           6.75%            
Repaid in cash                           $ 5,200,000                            
Note H [Member]                                                        
Debt (Details) [Line Items]                                                        
Interest rate     15.00%                                                  
Secured promissory note     $ 50,000                                                  
Note I [Member]                                                        
Debt (Details) [Line Items]                                                        
Principal amount                                                   $ 150,000    
Bears interest per annum                                                   3.75%    
Principal and interest paid                                                   $ 4,000    
Aggregate amount of principal                                                   150,000    
Note J [Member]                                                        
Debt (Details) [Line Items]                                                        
Interest rate                         3.00%                              
Cash proceeds                         $ 100,000                              
Maturity date                         Mar. 31, 2023                              
Note J [Member] | Subsequent Event [Member]                                                        
Debt (Details) [Line Items]                                                        
Interest rate 5.50%                                                      
Maturity date Dec. 31, 2023                                                      
Note K [Member]                                                        
Debt (Details) [Line Items]                                                        
Principal amount         $ 26,250                                              
Discount rate         5.00%                                              
Bears interest per annum         15.00%                                              
Maturity date         Jul. 29, 2023                                              
Remains unpaid amount                                                   26,250    
Note L [Member]                                                        
Debt (Details) [Line Items]                                                        
Interest rate                                               1.00%        
Aggregate amount                                               $ 455,000     $ 700,000  
Maturity term                                               2 years        
Remaining aggregate principal                                                   2,000    
Note M [Member]                                                        
Debt (Details) [Line Items]                                                        
Principal amount                                   $ 600,000                    
Maturity date                                   Jun. 03, 2022                    
Conversion price of per share (in Dollars per share)                                   $ 235                    
Bears interest per annum                                   5.00%                    
Interest rate               10.00%                                        
Outstanding promissory note             $ 600,000                                          
Return shares of common stock (in Shares)             5,000                                          
Note N [Member]                                                        
Debt (Details) [Line Items]                                                        
Principal amount                                                   $ 1,300,000    
Discount rate                                                   81.00%    
Conversion price of per share (in Dollars per share)                             $ 522                          
Bears interest per annum                                           1.01%            
Interest rate                             15.00%                          
Aggregate principal amount of convertible promissory notes                                           $ 11,200,000            
Interest rate increase per annum                             15.00%                          
Convertible promissory notes                 $ 11,200,000                                      
Share of common stock (in Shares)                                                   280,625    
Note N [Member] | Minimum [Member]                                                        
Debt (Details) [Line Items]                                                        
Principal amount                                           6,000            
Note N [Member] | Maximum [Member]                                                        
Debt (Details) [Line Items]                                                        
Principal amount                                           $ 5,600,000            
XML 98 R80.htm IDEA: XBRL DOCUMENT v3.23.3
Debt (Details) - Schedule of Debt Consisted - Long-Term Debt [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Secured Notes Payable    
Amount Outstanding $ 11,150 $ 11,750
Total debt 13,542 29,357
Less: unamortized discounts and debt issuance costs (11) (3,518)
Total long-term debt, less discounts and debt issuance costs 13,531 25,839
Less: current portion of debt (11,636) (13,566)
Non-current portion of debt $ 1,895 12,273
Secured Senior Convertible Note Payable [Member]    
Secured Notes Payable    
Original Maturity Date May 27, 2023  
Amount Outstanding $ 51 $ 6,417
Interest Rate 6.00% 6.00%
Secured Senior Convertible Note Payable [Member]    
Secured Notes Payable    
Original Maturity Date Aug. 25, 2023  
Amount Outstanding $ 59 $ 4,833
Interest Rate 6.00% 6.00%
Secured Note Payable [Member]    
Secured Notes Payable    
Original Maturity Date Oct. 17, 2023  
Amount Outstanding $ 368
Interest Rate 6.00%
Secured Note Payable [Member]    
Secured Notes Payable    
Original Maturity Date Nov. 08, 2023  
Amount Outstanding $ 263
Interest Rate 6.00%
Secured Note Payable [Member]    
Secured Notes Payable    
Original Maturity Date Nov. 26, 2021  
Amount Outstanding $ 775 $ 1,000
Interest Rate 15.00% 9.00%
Secured Note Payable [Member]    
Secured Notes Payable    
Original Maturity Date Jul. 29, 2024  
Amount Outstanding $ 550
Interest Rate 8.00%
Secured Note Payable [Member]    
Secured Notes Payable    
Original Maturity Date Jan. 29, 2022  
Amount Outstanding $ 5,205
Interest Rate  
Secured Note Payable [Member]    
Secured Notes Payable    
Original Maturity Date Jun. 30, 2023  
Amount Outstanding $ 50
Interest Rate
SBA loan [Member]    
Secured Notes Payable    
Original Maturity Date May 15, 2050  
Amount Outstanding $ 150 $ 150
Interest Rate 3.80% 3.80%
Total Secured Notes Payable [Member]    
Secured Notes Payable    
Amount Outstanding $ 2,266 $ 17,605
Note payable - Related Party [Member]    
Secured Notes Payable    
Original Maturity Date Mar. 31, 2023  
Amount Outstanding $ 100
Interest Rate 3.00%
Notes Payable [Member]    
Secured Notes Payable    
Original Maturity Date Jul. 29, 2023  
Amount Outstanding $ 26
Interest Rate 15.00%
PPP Loans [Member]    
Secured Notes Payable    
Original Maturity Date May 05, 2022  
Amount Outstanding $ 2
Interest Rate 1.00% 1.00%
Total Notes Payable [Member]    
Secured Notes Payable    
Amount Outstanding $ 126 $ 2
Convertible note payable [Member]    
Secured Notes Payable    
Original Maturity Date Jun. 03, 2022  
Amount Outstanding $ 600
Interest Rate 5.00% 5.00%
Convertible note payable [Member]    
Secured Notes Payable    
Original Maturity Date Jan. 29, 2026  
Amount Outstanding $ 11,150 $ 11,150
Interest Rate 15.00% 1.00%
Maximum [Member] | Secured Note Payable [Member]    
Secured Notes Payable    
Interest Rate   8.00%
Minimum [Member] | Secured Note Payable [Member]    
Secured Notes Payable    
Interest Rate   6.75%
XML 99 R81.htm IDEA: XBRL DOCUMENT v3.23.3
Debt (Details) - Schedule of Future Maturities Contractually Required by the Company under Long-Term Debt Obligations
$ in Thousands
Dec. 31, 2022
USD ($)
Schedule Of Future Maturities Contractually Required By The Company Under Long Term Debt Obligations [Abstract]  
2023 $ 11,647
2024 550
2025
2026
2027
Thereafter 1,345
Total $ 13,542
XML 100 R82.htm IDEA: XBRL DOCUMENT v3.23.3
Stockholders’ Equity (Details) - USD ($)
 12 Months Ended
May 25, 2022
Oct. 29, 2021
Oct. 26, 2021
Aug. 25, 2021
May 27, 2021
Feb. 12, 2021
Feb. 10, 2021
Jan. 26, 2021
Dec. 31, 2022
Dec. 31, 2021
Apr. 29, 2024
Nov. 20, 2023
Apr. 01, 2021
Stockholders’ (Deficiency) Equity [Line Items]                          
Common stock authorized                 300,000,000 300,000,000      
Common stock issued                 2,381,136 819,851      
Common stock outstanding                 2,380,803 819,518      
Preferred stock redeemable     690,000                    
Preferred stock issued   320,000                      
Aggregate shares             64,942 41,852          
Price per share (in Dollars per share)             $ 425 $ 415         $ 275
Common stock exercise price (in Dollars per share)               $ 450          
Gross proceeds (in Dollars)             $ 27,600,000 $ 17,400,000 $ 31,000 $ 17,000      
Total expense (in Dollars)             $ 2,600,000 $ 2,700,000          
Underwriting discounts             8.00% 8.00%          
Aggregate fair value (in Dollars)                   33,900,000      
Percentage of payable to holders     9.25%                    
Preferred stock, par value (in Dollars per share)     $ 0.0001                    
Cumulative redeemable, percentage     9.25%                    
Price per share (in Dollars per share)   $ 25                      
Underwriting discounts (in Dollars)   $ 7,200,000                      
Accrued and unpaid dividends (in Dollars per share)                 $ 25        
Preferred stock amount (in Dollars)                 $ 8,000,000        
Dividends Paid (in Dollars)                 $ 678,304 $ 168,131      
Preferred stock dividend amount (in Dollars) $ 61,664,000                        
Cumulative accrued dividends (in Dollars) $ 1,109,952,000                        
Aggregate shares                 1,557,438 633      
Common stock fair value (in Dollars)                 $ 16,100,000 $ 17,200,000      
Purchase aggregate shares         18,200     27,527   127      
Warrants exercise price (in Dollars per share)         $ 450   $ 531 $ 450 $ 388 $ 371      
Warrant fair value (in Dollars)       $ 1,100,000 $ 900,000 $ 400,000   $ 200,000          
Underwriting agreement               4.00%          
Shares of common stock           4.00%              
Series A Preferred Stock [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Preferred stock authorized                 100,000,000 100,000,000      
Preferred stock redeemable                 690,000 690,000      
Preferred stock issued                 320,000 320,000      
Preferred stock outstanding                 320,000 320,000      
Percentage of payable to holders                 9.25% 9.25%      
Preferred stock, par value (in Dollars per share)                 $ 0.0001 $ 0.0001      
Accrued and unpaid dividends (in Dollars per share)                 $ 25        
Common Stock [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Common stock issued                 2,098 63,609      
Debt Extinguishments [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Warrant fair value (in Dollars)               $ 4,400,000          
First Offering [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Purchase aggregate shares               44,701          
Warrants exercise price (in Dollars per share)               $ 519          
Warrant fair value (in Dollars)               $ 7,100,000          
Exercise Price [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Warrants exercise price (in Dollars per share)       $ 300       $ 450          
Underwriting Agreement [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Purchase aggregate shares               1,544          
Warrant fair value (in Dollars)               $ 200,000          
Underwriter First Offering [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Purchase aggregate shares               1,003          
Warrants exercise price (in Dollars per share)               $ 415          
Second Offering [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Purchase aggregate shares           2,262              
Debt Agreement [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Purchase aggregate shares       13,158                  
Forecast [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Option redeem                     120 days 18 months  
Forecast [Member] | Series A Preferred Stock [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Accrued and unpaid dividends (in Dollars per share)                     $ 25    
RF Engineering & Energy Resource [Member]                          
Stockholders’ (Deficiency) Equity [Line Items]                          
Common stock outstanding                   151,354      
XML 101 R83.htm IDEA: XBRL DOCUMENT v3.23.3
Stockholders’ Equity (Details) - Schedule of Fair Value of Warrants Granted
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Stockholders’ Equity (Details) - Schedule of Fair Value of Warrants Granted [Line Items]    
Expected dividend yield 0.00%
Expected volatility 63.39%
Risk-free interest rate  
Contractual life of warrants  
Minimum [Member]    
Stockholders’ Equity (Details) - Schedule of Fair Value of Warrants Granted [Line Items]    
Expected volatility   39.94%
Risk-free interest rate   0.42%
Contractual life of warrants   4 years
Maximum [Member]    
Stockholders’ Equity (Details) - Schedule of Fair Value of Warrants Granted [Line Items]    
Expected volatility   64.04%
Risk-free interest rate   0.95%
Contractual life of warrants   5 years
XML 102 R84.htm IDEA: XBRL DOCUMENT v3.23.3
Stockholders’ Equity (Details) - Schedule of Warrant Activity
 12 Months Ended
Dec. 31, 2022
$ / shares
shares
Schedule of Warrants Activity [Abstract]  
Number of Warrants, Outstanding | shares 128,771
Weighted Average Exercise Price Per Share, Outstanding | $ / shares $ 371
Number of Warrants, Outstanding | shares 115,899
Weighted Average Exercise Price Per Share, Outstanding | $ / shares $ 388
Weighted Average Contractual Life in Years, Outstanding 3 years 1 month 24 days
Number of Warrants, Exercisable | shares 115,899
Weighted Average Exercise Price Per Share, Exercisable | $ / shares $ 388
Weighted Average Contractual Life in Years, Exercisable 3 years 1 month 24 days
Number of Warrants, Forfeited or Expired | shares (12,872)
Weighted Average Exercise Price Per Share, Forfeited or Expired | $ / shares $ 217
XML 103 R85.htm IDEA: XBRL DOCUMENT v3.23.3
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant - Warrant [Member]
Dec. 31, 2022
$ / shares
shares
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Outstanding Number of Warrants 115,899
Weighted Average Remaining Life in Years 3 years 1 month 24 days
Exercisable Number of Warrants 115,899
$0.01 - $100.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Outstanding Number of Warrants 5,604
Weighted Average Remaining Life in Years 2 years 6 months 3 days
Exercisable Number of Warrants 5,604
$100.01 - $200.00[Memebr]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Outstanding Number of Warrants
Weighted Average Remaining Life in Years
Exercisable Number of Warrants
$200.01 - $300.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Outstanding Number of Warrants 32,914
Weighted Average Remaining Life in Years 3 years 5 months 12 days
Exercisable Number of Warrants 32,914
$300.01 - $400.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Outstanding Number of Warrants 344
Weighted Average Remaining Life in Years 2 years 3 months 10 days
Exercisable Number of Warrants 344
$400.01 - $500.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Outstanding Number of Warrants 73,231
Weighted Average Remaining Life in Years 3 years 25 days
Exercisable Number of Warrants 73,231
$500.01 - $600.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Outstanding Number of Warrants 3,806
Weighted Average Remaining Life in Years 3 years 1 month 2 days
Exercisable Number of Warrants 3,806
Minimum [Member] | $0.01 - $100.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares $ 0.01
Minimum [Member] | $100.01 - $200.00[Memebr]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares 100.01
Minimum [Member] | $200.01 - $300.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares 200.01
Minimum [Member] | $300.01 - $400.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares 300.01
Minimum [Member] | $400.01 - $500.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares 400.01
Minimum [Member] | $500.01 - $600.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares 500.01
Maximum [Member] | $0.01 - $100.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares 100
Maximum [Member] | $100.01 - $200.00[Memebr]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares 200
Maximum [Member] | $200.01 - $300.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares 300
Maximum [Member] | $300.01 - $400.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares 400
Maximum [Member] | $400.01 - $500.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares 500
Maximum [Member] | $500.01 - $600.00 [Member]  
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items]  
Exercise Price Per Share (in Dollars per share) | $ / shares $ 600
XML 104 R86.htm IDEA: XBRL DOCUMENT v3.23.3
Share-Based Compensation (Details) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Nov. 21, 2022
Jun. 25, 2021
Share-Based Compensation (Details) [Line Items]            
Options, outstanding shares 115,899   115,899 128,771    
Common stock term   10 years        
Share-based compensation expense     $ 900,000 $ 1,300,000    
Unrecognized stock option $ 300,000   $ 300,000 $ 3,000,000    
Unrecognized period     1 year 3 months      
2020 Long-Term Incentive Plan [Member]            
Share-Based Compensation (Details) [Line Items]            
Issuance of granted shares 33,334   33,334     50,000
Options, outstanding shares 58,655   58,655      
Forfeited shares 33,303          
Stock Option [Member]            
Share-Based Compensation (Details) [Line Items]            
Grant date fair value       $ 92    
Stock Option [Member] | 2020 Long-Term Incentive Plan [Member]            
Share-Based Compensation (Details) [Line Items]            
Issuance of granted shares 57,982   57,982      
Restricted Stock Units (RSUs) [Member]            
Share-Based Compensation (Details) [Line Items]            
Restricted granted shares     2,400 2,347    
Vested shares       334    
Grant date value $ 81,000   $ 81,000 $ 1,200,000    
Share-based compensation expense     100,000 800,000    
Unrecognized compensation cost $ 0   $ 0 $ 300,000    
Board of Directors [Member] | 2020 Long-Term Incentive Plan [Member]            
Share-Based Compensation (Details) [Line Items]            
Issuance of granted shares         300,000  
Board of Directors [Member] | Restricted Stock Units (RSUs) [Member]            
Share-Based Compensation (Details) [Line Items]            
Restricted granted shares       667,000,000    
Restricted stock grant date value       $ 300,000    
Vested shares       333    
XML 105 R87.htm IDEA: XBRL DOCUMENT v3.23.3
Share-Based Compensation (Details) - Schedule of Assumptions Used to Estimate Fair Value of Options Granted
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Schedule of assumptions used to estimate fair value of warrants granted [Abstract]    
Expected dividend yield 0.00%
Expected volatility 63.39%
Risk-free interest rate  
Expected life of options  
Minimum [Member]    
Schedule of assumptions used to estimate fair value of warrants granted [Abstract]    
Expected volatility   39.94%
Risk-free interest rate   0.48%
Expected life of options   3 years 3 months
Maximum [Member]    
Schedule of assumptions used to estimate fair value of warrants granted [Abstract]    
Expected volatility   64.04%
Risk-free interest rate   0.89%
Expected life of options   5 years
XML 106 R88.htm IDEA: XBRL DOCUMENT v3.23.3
Share-Based Compensation (Details) - Schedule of Stock Option Activity - Stock Option [Member]
 12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
shares
Schedule of stock option activity [Abstract]  
Number of Options, Outstanding Beginning balance | shares 70,405
Weighted- Average Exercise Price per Share, Outstanding Beginning balance | $ / shares $ 233
Aggregate Intrinsic Value, Outstanding Beginning balance | $
Number of Options, Exercised | shares (2,098)
Weighted- Average Exercise Price per Share, Exercised | $ / shares $ 15
Aggregate Intrinsic Value, Exercised | $
Number of Options, Cancelled or Expired | shares (41,753)
Weighted- Average Exercise Price per Share, Cancelled or Expired | $ / shares $ 250
Aggregate Intrinsic Value, Cancelled or Expired | $
Number of Options, Outstanding Ending balance | shares 26,554
Weighted- Average Exercise Price per Share, Exercisable Ending balance | $ / shares $ 223
Weighted- Average Contractual Life in Years, Exercisable Ending balance 2 years 8 months 19 days
Aggregate Intrinsic Value, Exercisable Ending balance | $
Number of Options, Outstanding Ending balance | shares 19,096
Weighted- Average Exercise Price per Share, Exercisable Ending balance | $ / shares $ 203
Weighted- Average Contractual Life in Years, Exercisable Ending balance 2 years 6 months 7 days
Aggregate Intrinsic Value, Exercisable Ending balance | $
XML 107 R89.htm IDEA: XBRL DOCUMENT v3.23.3
Share-Based Compensation (Details) - Schedule of Presents Information Related to Stock Options - Stock Options [Member]
 12 Months Ended
Dec. 31, 2022
$ / shares
shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Outstanding Number of Options | shares 26,554
Weighted Average Remaining Life in Years 2 years 6 months 7 days
Exercisable Number of Options | shares 19,096
$0.01 - $50.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Outstanding Number of Options | shares
Weighted Average Remaining Life in Years
Exercisable Number of Options | shares
$50.01 - $100.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Outstanding Number of Options | shares 5,688
Weighted Average Remaining Life in Years 2 years 6 months 3 days
Exercisable Number of Options | shares 5,688
$100.01 - $150.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Outstanding Number of Options | shares
Weighted Average Remaining Life in Years
Exercisable Number of Options | shares
$150.01 - $200.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Outstanding Number of Options | shares 2,900
Weighted Average Remaining Life in Years 11 months 26 days
Exercisable Number of Options | shares 2,900
$200.01 - $250.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Outstanding Number of Options | shares
Weighted Average Remaining Life in Years
Exercisable Number of Options | shares
$250.01 - $300.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Outstanding Number of Options | shares 17,033
Weighted Average Remaining Life in Years 3 years 2 months 4 days
Exercisable Number of Options | shares 9,575
$300.01 - $350.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Outstanding Number of Options | shares 933
Weighted Average Remaining Life in Years 5 months 15 days
Exercisable Number of Options | shares 933
Minimum [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares
Minimum [Member] | $0.01 - $50.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 0.01
Minimum [Member] | $50.01 - $100.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 50.01
Minimum [Member] | $100.01 - $150.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 100.01
Minimum [Member] | $150.01 - $200.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 150.01
Minimum [Member] | $200.01 - $250.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 200.01
Minimum [Member] | $250.01 - $300.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 250.01
Minimum [Member] | $300.01 - $350.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 300.01
Maximum [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares
Maximum [Member] | $0.01 - $50.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 50
Maximum [Member] | $50.01 - $100.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 100
Maximum [Member] | $100.01 - $150.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 150
Maximum [Member] | $150.01 - $200.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 200
Maximum [Member] | $200.01 - $250.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 250
Maximum [Member] | $250.01 - $300.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares 300
Maximum [Member] | $300.01 - $350.00 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price Per Share | $ / shares $ 350
XML 108 R90.htm IDEA: XBRL DOCUMENT v3.23.3
Income taxes (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
Income Tax [Member]  
Operating loss carryforwards $ 129.0
Limited to use in future years $8.3
Foreign net operating loss carryforwards $ 19.3
Generated pre-2018 [Member]  
Income Tax [Member]  
Operating loss carryforwards 23.7
Generated post-2017 [Member]  
Income Tax [Member]  
Operating loss carryforwards 105.3
Canadian NOLs [Member]  
Income Tax [Member]  
Foreign net operating loss carryforwards 16.0
Israeli operations [Member]  
Income Tax [Member]  
Foreign net operating loss carryforwards $ 3.3
XML 109 R91.htm IDEA: XBRL DOCUMENT v3.23.3
Income taxes (Details) - Schedule of United States and International Components of Income Before Income Taxes - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income taxes (Details) - Schedule of United States and International Components of Income Before Income Taxes [Line Items]    
Income taxes from continuing operation $ (80,461) $ (152,386)
United States [Member]    
Income taxes (Details) - Schedule of United States and International Components of Income Before Income Taxes [Line Items]    
Income taxes from continuing operation (64,975) (133,710)
International [Member]    
Income taxes (Details) - Schedule of United States and International Components of Income Before Income Taxes [Line Items]    
Income taxes from continuing operation $ (15,486) $ (18,676)
XML 110 R92.htm IDEA: XBRL DOCUMENT v3.23.3
Income taxes (Details) - Schedule of Net Deferred Tax Liabilities - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets    
Share-based compensation $ 276 $ 483
Warranty reserve 122 118
Inventory reserve 190 292
Allowance for bad debt 299 457
Deferred revenue 27
Lease liability 2,784 1,014
Amortization 2,654
Capitalized research and development costs 301
Net operating loss carryover 32,251 29,204
Foreign losses 4,827 3,864
General business credits 256 256
Total deferred tax assets 43,960 35,715
Deferred tax liabilities    
Depreciation (171) (506)
Amortization (3,854)
Right of use assets (24) (977)
Total deferred tax liabilities (195) (5,337)
Valuation allowance: (43,765) (30,378)
Net deferred tax assets (liabilities)
XML 111 R93.htm IDEA: XBRL DOCUMENT v3.23.3
Income taxes (Details) - Schedule of U.S. Federal Income Tax Rate to Income (Loss) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Schedule of U.S. Federal Income Tax Rate to Income (Loss) [Abstract]    
Income tax benefit at statutory federal income tax rate, USD $ (16,897) $ (32,140)
Income tax benefit at statutory federal income tax rate, Rates 21.00% 21.00%
State tax expense, net of federal benefit, USD $ (1,556) $ (6,122)
State tax expense, net of federal benefit, Rates 2.00% 4.00%
Permanent items, USD $ 1,715 $ 64
Permanent items, Rates (2.20%) (0.40%)
Goodwill impairment, USD $ 6,162 $ 18,854
Goodwill impairment, Rates (7.70%) (12.00%)
Other, USD $ (3,068) $ 159
Other, Rates 4.00% (0.10%)
Valuation allowance, USD $ 13,644 $ 19,185
Valuation allowance, Rates (17.10%) (12.50%)
Income tax benefit, USD
Income tax benefit, Rates 0.00% 0.00%
XML 112 R94.htm IDEA: XBRL DOCUMENT v3.23.3
Income taxes (Details) - Schedule of Deferred Tax Valuation Allowance - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Balance at Beginning of Period [Member]    
Valuation Allowance [Line Items]    
Deferred tax valuation allowance $ 30,378 $ 11,193
Changes (credits) to expense [Member]    
Valuation Allowance [Line Items]    
Deferred tax valuation allowance 13,644 19,185
Changes (credits) to other accounts [Member]    
Valuation Allowance [Line Items]    
Deferred tax valuation allowance (257)
Write-offs [Member]    
Valuation Allowance [Line Items]    
Deferred tax valuation allowance
Balance at End of Period [Member]    
Valuation Allowance [Line Items]    
Deferred tax valuation allowance $ 43,765 $ 30,378
XML 113 R95.htm IDEA: XBRL DOCUMENT v3.23.3
Commitments and Contingencies (Details) - USD ($)
$ / shares in Millions
 1 Months Ended 12 Months Ended
Sep. 30, 2022
Jun. 16, 2022
Jan. 27, 2022
Dec. 31, 2022
Aug. 22, 2022
Jul. 28, 2022
Jul. 14, 2022
Commitments and Contingencies [Abstract]              
Severance     $ 75,000        
Damages     $ 250,000        
Suffered damages amount (in Dollars per share)   $ 13.9          
Agreement             $ 2,000,000
Company denies             $ 500,000
Contract liabilities       $ 1,300,000      
Accrued liabilities       700,000      
Employees $ 400,000            
Damages           $ 238,000  
Payroll         $ 66,500    
Stock options       184,000      
Services payment 8,000            
Alleges $ 125,000            
Promissory note 8.00%            
Accrued cost       $ 75,000      
XML 114 R96.htm IDEA: XBRL DOCUMENT v3.23.3
Concentrations (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Concentrations [Line Items]    
Revenue percentage 39.00% 0.00%
Total expenses percentage 10.00%  
Revenue Benchmark [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers one [Member]    
Concentrations [Line Items]    
Net trade accounts receivable 45.00%  
Revenue Benchmark [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers Two [Member]    
Concentrations [Line Items]    
Net trade accounts receivable 17.00%  
Revenue Benchmark [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers Three [Member]    
Concentrations [Line Items]    
Net trade accounts receivable 10.00%  
Revenue [Member]    
Concentrations [Line Items]    
Revenue percentage 10.00%  
XML 115 R97.htm IDEA: XBRL DOCUMENT v3.23.3
Business Acquisitions (Details) - USD ($)
 12 Months Ended
Jun. 23, 2022
Oct. 04, 2021
Jul. 15, 2021
Jun. 03, 2021
Jan. 29, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Apr. 01, 2021
Feb. 25, 2021
Feb. 10, 2021
Jan. 26, 2021
Business Acquisitions [Line Items]                        
Consideration paid         $ 1,300,000              
Aggregate principal amount         1,500,000              
Acquisition related cost         $ 79,000     $ 61,000        
Expenses             $ 18,000          
Common stock, Issued (in Shares) 5,000               20,000      
Fair value per share (in Dollars per share)                 $ 275   $ 425 $ 415
Outstanding promissory note $ 640,000                      
Principal amount 600,000                      
Interest amount $ 40,000                      
Skyline Partners Technology LLC [Member]                        
Business Acquisitions [Line Items]                        
Conversion price,per share (in Dollars per share)         $ 522              
Convertible Notes Payable [Member]                        
Business Acquisitions [Line Items]                        
Aggregate principal amount         $ 11,200,000              
Sky Sapience Ltd [Member]                        
Business Acquisitions [Line Items]                        
Total preliminary purchase                   $ 11,800,000    
cash paid, description           (i) cash paid on the closing date of $2.7 million (ii) 25,552 shares of the Company’s common stock with a fair value of $9.1 million or $355 per share, of which an aggregate of 11,515 shares was held in an escrow fund for purposes of satisfying any post-closing indemnification claims of the sellers under the Stock Purchase Agreement. SKS’s products complement and enhance the Company’s tethered drone product portfolio for commercial communications, defense and national security markets.            
RVision, Inc [Member]                        
Business Acquisitions [Line Items]                        
Outstanding capital percentage                 100.00%      
Innovation Digital, LLC [Member]                        
Business Acquisitions [Line Items]                        
Consideration paid       $ 1,000,000                
Aggregate principal amount       $ 600,000                
Conversion price,per share (in Dollars per share)       $ 235                
Common stock, Issued (in Shares)       31,653                
Fair value per share (in Dollars per share)       $ 235                
Fair value       $ 7,300,000                
RF Engineering & Energy Resource, LLC [Member]                        
Business Acquisitions [Line Items]                        
Consideration paid     $ 600,000                  
Common stock, Issued (in Shares)     9,928                  
Fair value per share (in Dollars per share)     $ 222                  
Fair value     $ 2,200,000                  
SAGUNA Networks LTD [Member]                        
Business Acquisitions [Line Items]                        
Consideration paid   $ 200,000                    
Common stock, Issued (in Shares)   64,221                    
Fair value per share (in Dollars per share)   $ 153                    
Fair value   $ 9,800,000                    
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Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
FastBack / Skyline Partners Technology LLC [Member]  
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items]  
Cash $ 9
Accounts receivable 245
Inventory 358
Prepaid expenses 1,914
Property & equipment 202
Intangible assets:  
Intangible assets 15,853
Accounts payable 1,055
Accrued liabilities 174
Notes payable 210
Contract liabilities, current 213
Accrued warranty liability – long term 236
Total purchase consideration 13,965
FastBack / Skyline Partners Technology LLC [Member] | Trade Names [Member]  
Intangible assets:  
Intangible assets 409
FastBack / Skyline Partners Technology LLC [Member] | Technology [Member]  
Intangible assets:  
Intangible assets 1,770
FastBack / Skyline Partners Technology LLC [Member] | Customer Relationships [Member]  
Intangible assets:  
Intangible assets 5,000
FastBack / Skyline Partners Technology LLC [Member] | Software [Member]  
Intangible assets:  
Intangible assets 97
FastBack / Skyline Partners Technology LLC [Member] | Goodwill [Member]  
Intangible assets:  
Intangible assets 5,849
Sky Sapience Ltd. [Member]  
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items]  
Cash 320
Accounts receivable 60
Inventory 1,229
Prepaid expenses 15
Other current assets 334
Property & equipment 148
Operating lease right-of-use assets 457
Intangible assets:  
Intangible assets 15,128
Accounts payable 710
Accrued liabilities 431
Contract liabilities, current 1,759
Operating lease liabilities, current 194
Operating lease liabilities - long term 252
Total purchase consideration 11,782
Sky Sapience Ltd. [Member] | Trade Names [Member]  
Intangible assets:  
Intangible assets 440
Sky Sapience Ltd. [Member] | Technology [Member]  
Intangible assets:  
Intangible assets 2,480
Sky Sapience Ltd. [Member] | Customer Relationships [Member]  
Intangible assets:  
Intangible assets 3,460
Sky Sapience Ltd. [Member] | Goodwill [Member]  
Intangible assets:  
Intangible assets 6,185
RVision, Inc. [Member]  
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items]  
Cash 449
Accounts receivable 47
Inventory 825
Prepaid expenses 53
Property & equipment 16
Operating lease right-of-use assets 270
Intangible assets:  
Intangible assets 6,509
Accounts payable 54
Accrued liabilities 219
Notes payable 453
Contract liabilities, current 13
Operating lease liabilities, current 74
Operating lease liabilities - long term 196
Total purchase consideration 5,500
RVision, Inc. [Member] | Trade Names [Member]  
Intangible assets:  
Intangible assets 220
RVision, Inc. [Member] | Technology [Member]  
Intangible assets:  
Intangible assets 630
RVision, Inc. [Member] | Customer Relationships [Member]  
Intangible assets:  
Intangible assets 400
RVision, Inc. [Member] | Goodwill [Member]  
Intangible assets:  
Intangible assets 3,599
Innovation Digital, LLC [Member]  
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items]  
Property & equipment 6
Operating lease right-of-use assets 105
Other Non-Current Assets 2
Intangible assets:  
Intangible assets 9,235
Accounts payable 59
Notes payable 31
Operating lease liabilities, current 32
Operating lease liabilities - long term 74
Total purchase consideration 9,039
Innovation Digital, LLC [Member] | Trade Names [Member]  
Intangible assets:  
Intangible assets 59
Innovation Digital, LLC [Member] | Technology [Member]  
Intangible assets:  
Intangible assets 610
Innovation Digital, LLC [Member] | Customer Relationships [Member]  
Intangible assets:  
Intangible assets 500
Innovation Digital, LLC [Member] | Goodwill [Member]  
Intangible assets:  
Intangible assets 7,953
RF Engineering & Energy Resource, LLC [Member]  
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items]  
Cash 41
Accounts receivable 323
Inventory 662
Other current assets 6
Property & equipment 72
Intangible assets:  
Intangible assets 3,574
Accounts payable 375
Accrued liabilities 4
Notes payable 425
Contract liabilities, current 20
Total purchase consideration 2,750
RF Engineering & Energy Resource, LLC [Member] | Trade Names [Member]  
Intangible assets:  
Intangible assets 80
RF Engineering & Energy Resource, LLC [Member] | Customer Relationships [Member]  
Intangible assets:  
Intangible assets 470
RF Engineering & Energy Resource, LLC [Member] | Goodwill [Member]  
Intangible assets:  
Intangible assets 1,920
SAGUNA Networks LTD [Member]  
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items]  
Cash 64
Accounts receivable 61
Property & equipment 19
Intangible assets:  
Intangible assets 10,281
Accounts payable 33
Accrued liabilities 79
Other current liabilities 180
Total purchase consideration 9,989
SAGUNA Networks LTD [Member] | Goodwill [Member]  
Intangible assets:  
Intangible assets $ 10,137
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Business Acquisitions (Details) - Schedule of Unaudited Pro Forma Combined Results of Operations
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
$ / shares
shares
Schedule of Unaudited Pro Forma Combined Results of Operations [Abstract]  
Revenue from continuing operations $ 13,599
Net loss from continuing operations $ (135,016)
Basic and diluted loss per common share (in Dollars per share) | $ / shares $ (1.68)
Weighted-average common shares outstanding (in Shares) | shares 80,138
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Business Acquisitions (Details) - Schedule of Unaudited Pro Forma Combined Results of Operations (Parentheticals)
 12 Months Ended
Dec. 31, 2021
$ / shares
Schedule of Unaudited Pro Forma Combined Results of Operations [Abstract]  
Diluted loss per common share $ (1.68)
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Other Business Developments (Details) - USD ($)
 1 Months Ended
Dec. 21, 2022
Nov. 23, 2022
Jun. 23, 2022
Jun. 21, 2022
May 23, 2022
Dec. 31, 2022
Other Business Developments [Abstract]            
Loss on the aforementioned sale     $ 600,000 $ 2,000,000 $ 2,000,000  
Derivative, maturity date       May 31, 2025    
Outstanding promissory note     640,000      
Principal amount     600,000      
Interest amount     $ 40,000      
Share of common stock (in Shares)     5,000      
Total consideration $ 1,800,000          
SKS outstanding liabilities           $ 300,000
Minimum [Member]            
Other Business Developments [Abstract]            
Board compensation   $ 180,000        
Maximum [Member]            
Other Business Developments [Abstract]            
Board compensation   $ 250,000        
First Tranches [Member]            
Other Business Developments [Abstract]            
SKS outstanding liabilities $ 400,000          
Third Tranches [Member]            
Other Business Developments [Abstract]            
SKS outstanding liabilities           820,000
Four Tranches [Member]            
Other Business Developments [Abstract]            
SKS outstanding liabilities           $ 600,000
Sovereign Plastics business [Member]            
Other Business Developments [Abstract]            
Business percentage       5.00%    
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Subsequent Events (Details) - USD ($)
 1 Months Ended 12 Months Ended
Sep. 01, 2023
Jun. 21, 2023
May 22, 2023
Apr. 26, 2023
Mar. 20, 2023
Sep. 15, 2023
Dec. 31, 2022
Dec. 18, 2023
Apr. 13, 2023
Mar. 31, 2023
Mar. 14, 2023
Feb. 27, 2023
Feb. 01, 2023
Jan. 31, 2023
Jan. 17, 2023
Jan. 10, 2023
Subsequent Events [Line Items]                                
Unsecured promissory notes description             Of the $90,000 of proceeds from the first note, usage of $88,000 is restricted to make interest payments due to certain holders of outstanding convertible debentures dated January 29, 2021 (Note G – see Note 14 – Debt). Both notes become immediately due and payable if the Company raises at least $2.5 million in an equity or debt offering. Both notes pay 8% interest per annum, which increases to 15% per annum if the notes aren’t repaid by the maturity date. The issuance of the second note made the principal and accrued interest of both notes convertible if they aren’t repaid by the maturity date and the conversion price will equal 81% of the closing market price of the common stock on the day that the holder elects to convert the note(s), subject to a floor price of $5.00 per share.                  
Cash received             $ 17,100                  
Bid price requirement (in Dollars per share)             $ 1                  
Preferred stock rate             9.25%                  
Series A Cumulative Redeemable Perpetual Preferred Stock [Member]                                
Subsequent Events [Line Items]                                
Preferred stock rate             9.25%                  
Subsequent Event [Member]                                
Subsequent Events [Line Items]                                
Principal amount                         $ 80,000 $ 1,300,000 $ 90,000 $ 145,917
Accrued interest                           $ 300,000    
Common stock shares (in Shares)                           280,625    
Judgment interest percentage                               7.00%
Forecast [Member]                                
Subsequent Events [Line Items]                                
Maturity date                     Jul. 29, 2024          
Interest rate                     8.00%          
Discount rate           10.00%                    
Common stock shares issued (in Shares)                 12,000   12,000          
Interest rate 8.00%                 5.50%            
Loans $ 260,000                              
Convertible promissory note $ 260,000                              
Combined principal and interest balance     $ 230,000                          
Bid price requirement (in Dollars per share)                       $ 1        
Preferred stock rate   9.25%                            
Required preferred stock   $ 1,000,000           $ 1,000,000                
Forecast [Member] | Minimum [Member]                                
Subsequent Events [Line Items]                                
Bid price requirement (in Dollars per share)                       $ 1        
Forecast [Member] | SKS Sale Agreement [Member]                                
Subsequent Events [Line Items]                                
Amount of note receivable for remaining period         $ 600,000                      
Due date         Mar. 20, 2025                      
Forecast [Member] | Bill .J. White [Member]                                
Subsequent Events [Line Items]                                
Cash fee       $ 60,000                        
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NV 46-5538504 6890 E Sunrise Drive Suite 120-506 Tucson AZ 85750 (206) 796-0173 Common Stock, par value $0.0001 per share COMS NASDAQ Warrants to purchase Common Stock COMSW NASDAQ 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share COMSP NASDAQ No No No No Non-accelerated Filer true false false false false 11780053 2695571 688 Marcum LLP New York, NY 1868000 1873000 1126000 1376000 3966000 10249000 3571000 6936000 650000 150000 342000 651000 809000 11982000 21585000 377000 8752000 97000 3000000 1428000 15460000 7310000 37943000 1350000 215000 2374000 1574000 24918000 88529000 3656000 3610000 477000 288000 3006000 1048000 206000 1758000 875000 3232000 3341000 488000 473000 1321000 908000 100000 11536000 13566000 2342000 911000 27916000 25226000 1895000 12273000 152000 74000 9816000 2218000 140000 587000 39919000 40378000 0.0001 0.0001 100000000 100000000 690000 690000 320000 320000 320000 320000 0.0001 0.0001 300000000 300000000 2381136 819851 2380803 819518 282582000 266021000 333 333 50000 50000 -297556000 -217843000 23000 23000 -15001000 48151000 24918000 88529000 9878000 9064000 7594000 4582000 2284000 4482000 2354000 4044000 49000 615000 17778000 24938000 2008000 14078000 41439000 106055000 2713000 13560000 8441000 83000 71460000 149647000 -69176000 -145165000 3978000 2797000 116000 -7306000 -4356000 48000 -11284000 -7221000 -80460000 -152386000 747000 -663000 -79713000 -153049000 678000 168000 -80391000 -153217000 -72.7 -216.53 0.67 -0.94 1115992 704538 494447 158225000 333 -50000 -64626000 93549000 633 17000 17000 2347 1171000 1171000 106794 39656000 39656000 667 2127000 2127000 4394000 4394000 2049000 2049000 63609 17236000 17236000 9928 2204000 2204000 64221 9826000 9826000 31653 7343000 7343000 20000 5500000 5500000 25552 9071000 9071000 320000 7202000 7202000 23000 23000 168000 168000 -153049000 -153049000 320000 819851 266021000 23000 333 -50000 -217843000 48151000 1557438 16144000 16144000 2098 31000 31000 2400 81000 81000 16 -667 678000 678000 983000 983000 -79713000 -79713000 320000 2381136 282582000 23000 333 -50000 -297556000 -15001000 -79713000 -153049000 -747000 663000 900000 1237000 1108000 12841000 41439000 106055000 736000 713000 759000 1132000 307000 207000 -2713000 -13560000 8441000 83000 983000 2127000 2482000 376000 1171000 -7306000 -4356000 -28000 -109000 -5160000 2154000 844000 5916000 -2213000 403000 2000000 76000 -3596000 -779000 -423000 1402000 -945000 -7000 -2451000 -1093000 -553000 -206000 -124000 1181000 -5751000 70184000 113960000 -9529000 -39089000 6470000 15102000 165000 3053000 83000 14937000 -9440000 100000 45000000 1156000 14155000 31000 17000 8000000 6142000 246000 168000 148000 1010000 7543000 7646000 -6502000 52354000 23000 1632000 -2665000 543000 -5000 1183000 1873000 690000 1868000 1873000 107000 638000 81000 432000 9071000 7343000 600000 5500000 2204000 9826000 15634000 4394000 16144000 1602000 2049000 10052000 1217000 4480000 3823000 862000 11000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0">NOTE 1 DESCRIPTION OF BUSINESS</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">COMSovereign Holding Corp. (“COMSovereign”) and subsidiaries (collectively the “Company”) a provider of solutions to network operators, mobile device carriers, governmental units and other enterprises worldwide. We have assembled a portfolio of communications and portable infrastructure technologies, capabilities and products that enable the upgrading of latent 3G networks to 4G and 4G-LTE networks and will facilitate the rapid roll out of the 5G and 6G networks of the future. We focus on novel capabilities, including signal modulations, antennae, software, hardware and firmware technologies that enable increasingly efficient data transmission across the electromagnetic spectrum. Our product solutions are complemented by a broad array of services, including technical support, systems design and integration, and sophisticated research and development programs. While we compete globally on the basis of our innovative technology, the breadth of our product offerings, our high-quality cost-effective customer solutions, and the scale of our global customer base and distribution, our primary focus is on the North American telecom infrastructure and service market.</p> <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0">NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-size: 7pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Basis of Presentation</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-size: 7pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"><span style="font-size: 7pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"><span style="font-size: 7pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; "><span style="font-size: 7pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; "><b><i>Reclassifications</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "><span style="font-size: 7pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. 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(Idled on or about June 2022).</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Silver Bullet Technology, Inc., a Delaware corporation.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Sky Sapience Ltd., an Israeli company. (Sold on March 20, 2023).</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Sky Sovereign, Inc., a Nevada.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Skyline Partners Technology, LLC, (d/b/a Fastback) a Colorado limited liability company.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">VEO Photonics, Inc., a California corporation. (Idled on or about June 2022).</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Virtual NetCom, LLC, a Virginia limited liability company.</td> </tr></table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-size: 7pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Use of Estimates</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates consist of the valuation of stock-based compensation; the valuation of the assets and liabilities acquired; the valuation of the Company’s equity securities issued in transactions; the valuation of inventory; the allowance for credit losses; the valuation of equity securities; the valuation allowance for deferred tax assets; and impairment of long-lived assets and goodwill.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Acquisitions</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, <i>Business Combinations</i>, which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed were determined with the assistance of a third-party valuation firm and involves management making significant estimates and assumptions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Cash and Cash Equivalents</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cash and cash equivalents are represented by operating accounts or money market accounts maintained with insured financial institutions, including all short-term, highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Accounts Receivable and Credit Policies</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trade accounts receivable consist of amounts due from the sale of the Company’s products and services. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. As of December 31, 2022 and 2021, the Company recorded a reserve in the amount of $1.2 million and $1.0 million, respectively, for estimated uncollectible accounts.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Concentration of Credit Risk</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limit of $250,000 per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to net trade receivables, management routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Related Parties</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for and discloses related party transactions in accordance with FASB ASC 850, <i>Related Party Disclosures</i>. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries’ controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Inventory</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Inventory is valued at the lower of cost or net realizable value (“NRV”). The cost of inventory is calculated on a standard cost basis, which approximates weighted average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials and finished goods market value less cost to complete for work in progress inventory. The Company regularly reviews inventory quantities on hand and records an impairment for excess and obsolete inventory, when necessary, based on factors including its estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question. Indirect manufacturing costs and direct labor expenses are allocated systematically to the total production inventory.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Property and Equipment, Net</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1.5pt solid; width: 78%; padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Asset Type</b></span></td> <td style="width: 1%; padding-right: 0.8pt"> </td> <td style="border-bottom: black 1.5pt solid; width: 21%; padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Useful Life</b></span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Shop machinery and equipment</span></td> <td style="padding-right: 0.8pt"> </td> <td style="padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3–5 years</span></td></tr> <tr style="vertical-align: bottom"> <td style="padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Computers and electronics</span></td> <td style="padding-right: 0.8pt"> </td> <td style="padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2 years</span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Office furniture and fixtures</span></td> <td style="padding-right: 0.8pt"> </td> <td style="padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3–5 years</span></td></tr> <tr> <td style="vertical-align: top; padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leasehold improvements</span></td> <td style="vertical-align: bottom; padding-right: 0.8pt"> </td> <td style="vertical-align: bottom; padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Shorter of remaining<br/> lease term or 5 years</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-top: 0pt; margin-bottom: 0pt">Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or loss is included in the results of operations for the respective period.</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Long-Lived Assets and Goodwill</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the year ended December 31, 2022, the Company determined that it was more likely than not that certain reporting unit’s fair value was below their reporting unit’s carrying amount due to a decline in the Company’s market capitalization and lack of performance of the business units. Accordingly, it was necessary to perform impairment testing. See Note 12 – <i>Goodwill and Other Intangible Assets </i>for further discussion related to triggering events.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches and compares it to the carrying values. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. See Note 12 – <i>Goodwill and Other Intangible Assets</i> for further discussion related to impairment.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Beneficial Conversion Features and Warrants</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, the Company evaluated the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, <i>Debt with Conversion and Other Options</i>. The Company recorded a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that had conversion features at fixed or adjustable rates that are in-the-money when issued and recorded the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments was recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which were credited to additional paid-in capital. The Company calculated the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation model. The Black-Scholes option-pricing model involves the use of significant estimates, including the risk-free interest rate, expected stock price volatility, expected dividend yield, and contractual life of the award.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. During the year ended December 31, 2021, there was no material impact resulting from conversion features.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Beginning on January 1, 2022, with the adoption of ASU 2020-06, it was no longer necessary to evaluate whether a conversion feature was beneficial.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Discontinued Operations</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 36pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. The assets and liabilities of Sovereign Plastics are reflected in the accompanying Consolidated Balance Sheets as “Assets of discontinued operations” and “Liabilities of discontinued operations”, respectively. The results of operations of Sovereign Plastics are included in “Income (loss) from discontinued operations, net of tax” in the accompanying consolidated statements of operations and comprehensive loss. For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis (see Note 3 – <i>Discontinued Operations</i> <i>and Assets and Liabilities Held for Sale</i> for additional information). </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Assets and Liabilities Held for Sale</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Assets and liabilities of Sky Sapience are reflected in the accompanying Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – <i>Discontinued Operations and Assets and Liabilities Held for Sale</i> and Note 22 – <i>Subsequent Events – <b>Business Developments</b></i> for additional information).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 36pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Fair Value Measurements</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify"><i>Level 1</i> – Observable inputs that reflect quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify"><i>Level 2</i> – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify"><i>Level 3</i> – Unobservable inputs for which there is little, if any, market activity for the asset or liability being measured. These inputs may be used with standard pricing models or other valuation or internally-developed methodologies that result in management’s best estimate of fair value.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable U.S. GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2022 and December 31, 2021 approximated their fair value due to their short-term nature. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Debt Discounts</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company records debt discounts as a deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet with the respective debt discount amortized in interest expense on its Consolidated Statement of Operations. In connection with the issuance of certain notes payable and senior convertible debentures, the Company, or its subsidiaries, issued warrants to purchase shares of its common stock and had BCFs prior to the adoption of ASU 2020-06, which was adopted on January 1, 2022. See Note 14 – <i>Debt</i>. The warrants are exercisable at various exercise prices per share. The Company evaluated the terms of these warrants at issuance and concluded that they should be treated as equity. The fair value of the warrants was determined by using the Black-Scholes model and was recorded as a debt discount offsetting the carrying value of the debt obligation in the Consolidated Balance Sheet.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">  </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Debt Issuance Costs</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company presents debt issuance costs as a direct deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet and amortizes these costs over the term of the related debt liability using the straight-line method, which approximates the effective interest method. Amortization is recorded in interest expense on the Consolidated Statement of Operations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Foreign Currency Translation</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s operations and balances denominated in foreign currencies, including those of its foreign Canadian subsidiary, DragonWave, and its Israeli subsidiaries, SKS and SAGUNA, that are primarily a direct and integral component or extension of the Company’s operations, are translated into U.S. dollars (“USD”) using the following: monetary assets and liabilities are translated at the period end exchange rate; non-monetary assets are translated at the historical exchange rate; and revenue and expense items are translated at the average exchange rate and records the translation adjustments in accumulated other comprehensive income (loss) on the Consolidated Balance Sheet. Foreign currency transaction gains are included in foreign currency transaction gain in the Consolidated Statement of Operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Revenue Recognition</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”) and has since issued various amendments which provide additional clarification and implementation guidance on Topic 606. This guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company accounts for revenue from contracts with customers in accordance with Topic 606. This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Management has determined that it has performance obligations related to its products and services: telecom hardware, repairs, support and maintenance, drones, consulting, warranties and other. Revenue from telecom hardware, repairs, support and maintenance, drones, and other are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Revenue from warranties is recognized over time using an input method that results in a straight-line basis recognition over the warranty period, as the contract usually provides the customer equal benefit throughout the warranty period. Revenue from consulting services is recognized over time using an input method of labor hours expensed, as it directly measures the efforts toward satisfying the performance obligation.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt">  </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers several factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the “expected value” method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. As a result, the Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statement of Operations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. The Company records contract liabilities when cash payments are received (or unconditional rights to receive cash) in advance of fulfilling its performance obligations. When the services have been performed or the goods delivered, revenue will be recognized, and contract liabilities will be reduced.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The majority of the Company’s performance obligations in its contracts with customers relate to contracts with durations of less than one year. The transaction price allocated to unsatisfied performance obligations included in contracts with durations of more than 12 months is reflected in contract liabilities on the Consolidated Balance Sheet.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2022 and 2021, the Company had $3.4 million and $3.4 million of deferred revenue, respectively, from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Applying a practical expedient, the Company recognizes the incremental costs of obtaining contracts, which primarily consist of sales commissions, as expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less. If the service period, inclusive of any anticipated renewal, is longer than a year, the incremental direct costs are capitalized and amortized over the period of benefit. As of December 31, 2022 and 2021, there were no such capitalized costs.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company also applies the practical expedient not to adjust the promised amount of consideration for the effects of a financing component if the Company expects, at contract inception, that the period between when the Company transfers a good or service to the customer and when the customer pays for the good or service will be one year or less. During fiscal 2022 and 2021, there were no such financing components.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt">  </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Research and Development</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Research costs are expensed as incurred. Development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to the establishment of technological feasibility do not meet these criteria and are expensed as incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Share-Based Compensation</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for share-based compensation costs in accordance with ASC 718, <i>Compensation – Stock Compensation</i>. ASC 718 requires companies to measure the cost of awards of equity instruments, including stock options and restricted stock awards, based on the grant-date fair value of the award and to recognize it as compensation expense over the employee’s requisite service period or the non-employee’s vesting period. An employee’s requisite service period is the period of time over which an employee must provide service in exchange for an award under a share-based payment arrangement and generally is presumed to be the vesting period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Beginning in 2020, for employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by U.S. Securities Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt">  </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Leases</i></b>  </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company adopted ASU No. 2016-02, <i>Leases</i> and a series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”). Topic 842 requires organizations to recognize right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. Operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The FASB retained the distinction between finance leases and operating leases, leaving the effect of leases in the statement of comprehensive income and the statement of cash flows largely unchanged from previous U.S. GAAP. The Company utilized the transition method allowed under ASU 2018-11 in which an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption, if any.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company determines, at contract inception, whether or not an arrangement contains a lease and evaluates the contract for classification as an operating or finance lease. For all leases, ROU assets and lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental, secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. Any renewal periods are considered in the analysis of each lease to the extent that the Company considers them to be reasonably certain of being exercised.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Costs associated with operating leases are recorded as a single lease cost on a straight-line basis over the life of the lease. The single lease cost includes the cost of amortizing the operating lease ROU asset and accretion expense related to the operating lease liability and is included in general and administrative expenses on the Consolidated Statement of Operations. Costs associated with finance leases are recorded by amortizing the finance lease ROU asset, which is recorded as amortization on the Consolidated Statement of Operations, and the accretion of the finance lease liability, recognized as interest expense on the Consolidated Statement of Operations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Loss on Extinguishment of Debt</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company recorded loss on extinguishment of debt for the years ended December 31, 2022 and 2021 of $7.3 million and $4.4 million, respectively. Gain or loss on extinguishment of debt consists of the difference between the fair value of the reacquisition consideration and the carrying amount of debt on the date it was paid off.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Income Taxes</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for income taxes utilizing ASC 740, <i>Income Taxes.</i> ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. At December 31, 2022 and 2021, the Company has recorded a 100% valuation allowance against net deferred tax assets due to the uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company also follows the guidance for accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2022 and 2021. If the Company has to recognize any interest or penalties associated with its tax positions or returns, any interest or penalties will be recorded as income tax expense in the Consolidated Statement of Operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has adopted ASU 2019-12, Income Taxes (Topic 740). This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 was effective for the Company in the fiscal years beginning after December 15, 2020 and for interim periods within fiscal years beginning after December 15, 2021.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Reportable Segments and Reporting Units</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company currently operates as one Segment. A reporting unit (“RU”) is a component of an operating segment that is a business activity for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company’s legal operating subsidiaries are not organized to qualify as a segment, however, through December 31, 2022, each operating entity has separate financial information and an operating manager, who oversees the business and financial activities, reporting to the Chief Operating Decision Maker. (“CODM”). Therefore, each legal entity is deemed to be a separate reporting unit.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; "><b><i>Recently Issued Accounting Standards</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the current expected credit losses (“CECL”) standards. The ASU is now effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; "><b><i>Recently Adopted Accounting Standards</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for smaller reporting companies during annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 effective January 1, 2022 which eliminates the need on a go forward basis to assess whether a beneficial conversion feature needs to be recognized upon either (a) the issuance of new convertible securities; or (b) the resolution of any prior period contingent beneficial conversion features. The early adoption did not have an immediate material impact on the Company’s consolidated financial statements.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Companies should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. This standard was adopted on January 1, 2022 and</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Basis of Presentation</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; "><b><i>Reclassifications</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported results of operations or loss per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Principle of Consolidation</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The consolidated financial statements as of December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021, include the accounts of the Company and its subsidiaries listed below. All intercompany transactions and accounts have been eliminated.</p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">AZCOMS, LLC, an Arizona limited liability company.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">COMS Global Telecommunications, LLC, a Texas limited liability company.</td> </tr></table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">COMS Government Systems, LLC, a Texas limited liability company.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">COMS Science and Technology, LLC, a Texas limited liability company.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">COMS Site Solutions, LLC, a Texas limited liability company.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Dragonwave Corp., a Delaware corporation.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Dragonwave-X, LLC, an Arizona limited liability company.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">InduraPower, Inc., a Delaware corporation. (Idled on or about May 2022).</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Innovation Digital, LLC, a California limited liability company.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Lextrum, Inc., a California corporation.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Lighter Than Air Systems Corp., (d/b/a Drone Aviation Corp) a Florida corporation.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">RF Engineering &amp; Energy Resource, LLC, a Michigan limited liability company. (Idled on or about January 2023).</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">RVision, Inc., a Nevada corporation. (Sold on December 29, 2022).</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">SAGUNA Networks Ltd., an Israeli company. (Idled on or about June 2022).</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Silver Bullet Technology, Inc., a Delaware corporation.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Sky Sapience Ltd., an Israeli company. (Sold on March 20, 2023).</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Sky Sovereign, Inc., a Nevada.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Skyline Partners Technology, LLC, (d/b/a Fastback) a Colorado limited liability company.</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">VEO Photonics, Inc., a California corporation. (Idled on or about June 2022).</td> </tr><tr style="vertical-align: top; text-align: justify"> <td> </td><td style="text-align: left"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Virtual NetCom, LLC, a Virginia limited liability company.</td> </tr></table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-size: 7pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Use of Estimates</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates consist of the valuation of stock-based compensation; the valuation of the assets and liabilities acquired; the valuation of the Company’s equity securities issued in transactions; the valuation of inventory; the allowance for credit losses; the valuation of equity securities; the valuation allowance for deferred tax assets; and impairment of long-lived assets and goodwill.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Acquisitions</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, <i>Business Combinations</i>, which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed were determined with the assistance of a third-party valuation firm and involves management making significant estimates and assumptions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Cash and Cash Equivalents</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cash and cash equivalents are represented by operating accounts or money market accounts maintained with insured financial institutions, including all short-term, highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Accounts Receivable and Credit Policies</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trade accounts receivable consist of amounts due from the sale of the Company’s products and services. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. As of December 31, 2022 and 2021, the Company recorded a reserve in the amount of $1.2 million and $1.0 million, respectively, for estimated uncollectible accounts.</p> 1200000 1000000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Concentration of Credit Risk</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limit of $250,000 per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to net trade receivables, management routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.</p> 250000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Related Parties</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for and discloses related party transactions in accordance with FASB ASC 850, <i>Related Party Disclosures</i>. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries’ controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Inventory</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Inventory is valued at the lower of cost or net realizable value (“NRV”). The cost of inventory is calculated on a standard cost basis, which approximates weighted average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials and finished goods market value less cost to complete for work in progress inventory. The Company regularly reviews inventory quantities on hand and records an impairment for excess and obsolete inventory, when necessary, based on factors including its estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question. Indirect manufacturing costs and direct labor expenses are allocated systematically to the total production inventory.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Property and Equipment, Net</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:</p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1.5pt solid; width: 78%; padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Asset Type</b></span></td> <td style="width: 1%; padding-right: 0.8pt"> </td> <td style="border-bottom: black 1.5pt solid; width: 21%; padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Useful Life</b></span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Shop machinery and equipment</span></td> <td style="padding-right: 0.8pt"> </td> <td style="padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3–5 years</span></td></tr> <tr style="vertical-align: bottom"> <td style="padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Computers and electronics</span></td> <td style="padding-right: 0.8pt"> </td> <td style="padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2 years</span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Office furniture and fixtures</span></td> <td style="padding-right: 0.8pt"> </td> <td style="padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3–5 years</span></td></tr> <tr> <td style="vertical-align: top; padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leasehold improvements</span></td> <td style="vertical-align: bottom; padding-right: 0.8pt"> </td> <td style="vertical-align: bottom; padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Shorter of remaining<br/> lease term or 5 years</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-top: 0pt; margin-bottom: 0pt">Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or loss is included in the results of operations for the respective period.</p> Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1.5pt solid; width: 78%; padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Asset Type</b></span></td> <td style="width: 1%; padding-right: 0.8pt"> </td> <td style="border-bottom: black 1.5pt solid; width: 21%; padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Useful Life</b></span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Shop machinery and equipment</span></td> <td style="padding-right: 0.8pt"> </td> <td style="padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3–5 years</span></td></tr> <tr style="vertical-align: bottom"> <td style="padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Computers and electronics</span></td> <td style="padding-right: 0.8pt"> </td> <td style="padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2 years</span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Office furniture and fixtures</span></td> <td style="padding-right: 0.8pt"> </td> <td style="padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3–5 years</span></td></tr> <tr> <td style="vertical-align: top; padding-right: 0.8pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leasehold improvements</span></td> <td style="vertical-align: bottom; padding-right: 0.8pt"> </td> <td style="vertical-align: bottom; padding-right: 0.8pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Shorter of remaining<br/> lease term or 5 years</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> 3000 5000 2000 3000 5000 5000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Long-Lived Assets and Goodwill</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the year ended December 31, 2022, the Company determined that it was more likely than not that certain reporting unit’s fair value was below their reporting unit’s carrying amount due to a decline in the Company’s market capitalization and lack of performance of the business units. Accordingly, it was necessary to perform impairment testing. See Note 12 – <i>Goodwill and Other Intangible Assets </i>for further discussion related to triggering events.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches and compares it to the carrying values. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. See Note 12 – <i>Goodwill and Other Intangible Assets</i> for further discussion related to impairment.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Beneficial Conversion Features and Warrants</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, the Company evaluated the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, <i>Debt with Conversion and Other Options</i>. The Company recorded a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that had conversion features at fixed or adjustable rates that are in-the-money when issued and recorded the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments was recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which were credited to additional paid-in capital. The Company calculated the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation model. The Black-Scholes option-pricing model involves the use of significant estimates, including the risk-free interest rate, expected stock price volatility, expected dividend yield, and contractual life of the award.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. During the year ended December 31, 2021, there was no material impact resulting from conversion features.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Beginning on January 1, 2022, with the adoption of ASU 2020-06, it was no longer necessary to evaluate whether a conversion feature was beneficial.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Discontinued Operations</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. The assets and liabilities of Sovereign Plastics are reflected in the accompanying Consolidated Balance Sheets as “Assets of discontinued operations” and “Liabilities of discontinued operations”, respectively. The results of operations of Sovereign Plastics are included in “Income (loss) from discontinued operations, net of tax” in the accompanying consolidated statements of operations and comprehensive loss. For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis (see Note 3 – <i>Discontinued Operations</i> <i>and Assets and Liabilities Held for Sale</i> for additional information). </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Assets and Liabilities Held for Sale</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Assets and liabilities of Sky Sapience are reflected in the accompanying Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – <i>Discontinued Operations and Assets and Liabilities Held for Sale</i> and Note 22 – <i>Subsequent Events – <b>Business Developments</b></i> for additional information).</p> 2000000 0.05 2025-05-31 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Assets and Liabilities Held for Sale</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Assets and liabilities of Sky Sapience are reflected in the accompanying Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – <i>Discontinued Operations and Assets and Liabilities Held for Sale</i> and Note 22 – <i>Subsequent Events – <b>Business Developments</b></i> for additional information).</p> 1800000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Fair Value Measurements</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify"><i>Level 1</i> – Observable inputs that reflect quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify"><i>Level 2</i> – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify"><i>Level 3</i> – Unobservable inputs for which there is little, if any, market activity for the asset or liability being measured. These inputs may be used with standard pricing models or other valuation or internally-developed methodologies that result in management’s best estimate of fair value.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable U.S. GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2022 and December 31, 2021 approximated their fair value due to their short-term nature. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Debt Discounts</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company records debt discounts as a deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet with the respective debt discount amortized in interest expense on its Consolidated Statement of Operations. In connection with the issuance of certain notes payable and senior convertible debentures, the Company, or its subsidiaries, issued warrants to purchase shares of its common stock and had BCFs prior to the adoption of ASU 2020-06, which was adopted on January 1, 2022. See Note 14 – <i>Debt</i>. The warrants are exercisable at various exercise prices per share. The Company evaluated the terms of these warrants at issuance and concluded that they should be treated as equity. The fair value of the warrants was determined by using the Black-Scholes model and was recorded as a debt discount offsetting the carrying value of the debt obligation in the Consolidated Balance Sheet.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Debt Issuance Costs</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company presents debt issuance costs as a direct deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet and amortizes these costs over the term of the related debt liability using the straight-line method, which approximates the effective interest method. Amortization is recorded in interest expense on the Consolidated Statement of Operations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Foreign Currency Translation</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s operations and balances denominated in foreign currencies, including those of its foreign Canadian subsidiary, DragonWave, and its Israeli subsidiaries, SKS and SAGUNA, that are primarily a direct and integral component or extension of the Company’s operations, are translated into U.S. dollars (“USD”) using the following: monetary assets and liabilities are translated at the period end exchange rate; non-monetary assets are translated at the historical exchange rate; and revenue and expense items are translated at the average exchange rate and records the translation adjustments in accumulated other comprehensive income (loss) on the Consolidated Balance Sheet. Foreign currency transaction gains are included in foreign currency transaction gain in the Consolidated Statement of Operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Revenue Recognition</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”) and has since issued various amendments which provide additional clarification and implementation guidance on Topic 606. This guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company accounts for revenue from contracts with customers in accordance with Topic 606. This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Management has determined that it has performance obligations related to its products and services: telecom hardware, repairs, support and maintenance, drones, consulting, warranties and other. Revenue from telecom hardware, repairs, support and maintenance, drones, and other are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Revenue from warranties is recognized over time using an input method that results in a straight-line basis recognition over the warranty period, as the contract usually provides the customer equal benefit throughout the warranty period. Revenue from consulting services is recognized over time using an input method of labor hours expensed, as it directly measures the efforts toward satisfying the performance obligation.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers several factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the “expected value” method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. As a result, the Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statement of Operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. The Company records contract liabilities when cash payments are received (or unconditional rights to receive cash) in advance of fulfilling its performance obligations. When the services have been performed or the goods delivered, revenue will be recognized, and contract liabilities will be reduced.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The majority of the Company’s performance obligations in its contracts with customers relate to contracts with durations of less than one year. The transaction price allocated to unsatisfied performance obligations included in contracts with durations of more than 12 months is reflected in contract liabilities on the Consolidated Balance Sheet.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2022 and 2021, the Company had $3.4 million and $3.4 million of deferred revenue, respectively, from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Applying a practical expedient, the Company recognizes the incremental costs of obtaining contracts, which primarily consist of sales commissions, as expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less. If the service period, inclusive of any anticipated renewal, is longer than a year, the incremental direct costs are capitalized and amortized over the period of benefit. As of December 31, 2022 and 2021, there were no such capitalized costs.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company also applies the practical expedient not to adjust the promised amount of consideration for the effects of a financing component if the Company expects, at contract inception, that the period between when the Company transfers a good or service to the customer and when the customer pays for the good or service will be one year or less. During fiscal 2022 and 2021, there were no such financing components.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt">  </p> 3400000 3400000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Research and Development</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Research costs are expensed as incurred. Development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to the establishment of technological feasibility do not meet these criteria and are expensed as incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Share-Based Compensation</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for share-based compensation costs in accordance with ASC 718, <i>Compensation – Stock Compensation</i>. ASC 718 requires companies to measure the cost of awards of equity instruments, including stock options and restricted stock awards, based on the grant-date fair value of the award and to recognize it as compensation expense over the employee’s requisite service period or the non-employee’s vesting period. An employee’s requisite service period is the period of time over which an employee must provide service in exchange for an award under a share-based payment arrangement and generally is presumed to be the vesting period.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Beginning in 2020, for employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by U.S. Securities Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Leases</i></b>  </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company adopted ASU No. 2016-02, <i>Leases</i> and a series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”). Topic 842 requires organizations to recognize right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. Operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The FASB retained the distinction between finance leases and operating leases, leaving the effect of leases in the statement of comprehensive income and the statement of cash flows largely unchanged from previous U.S. GAAP. The Company utilized the transition method allowed under ASU 2018-11 in which an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption, if any.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company determines, at contract inception, whether or not an arrangement contains a lease and evaluates the contract for classification as an operating or finance lease. For all leases, ROU assets and lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental, secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. Any renewal periods are considered in the analysis of each lease to the extent that the Company considers them to be reasonably certain of being exercised.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Costs associated with operating leases are recorded as a single lease cost on a straight-line basis over the life of the lease. The single lease cost includes the cost of amortizing the operating lease ROU asset and accretion expense related to the operating lease liability and is included in general and administrative expenses on the Consolidated Statement of Operations. Costs associated with finance leases are recorded by amortizing the finance lease ROU asset, which is recorded as amortization on the Consolidated Statement of Operations, and the accretion of the finance lease liability, recognized as interest expense on the Consolidated Statement of Operations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Loss on Extinguishment of Debt</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company recorded loss on extinguishment of debt for the years ended December 31, 2022 and 2021 of $7.3 million and $4.4 million, respectively. Gain or loss on extinguishment of debt consists of the difference between the fair value of the reacquisition consideration and the carrying amount of debt on the date it was paid off.</p> 7300000 4400000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Income Taxes</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for income taxes utilizing ASC 740, <i>Income Taxes.</i> ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. At December 31, 2022 and 2021, the Company has recorded a 100% valuation allowance against net deferred tax assets due to the uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company also follows the guidance for accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2022 and 2021. If the Company has to recognize any interest or penalties associated with its tax positions or returns, any interest or penalties will be recorded as income tax expense in the Consolidated Statement of Operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has adopted ASU 2019-12, Income Taxes (Topic 740). This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 was effective for the Company in the fiscal years beginning after December 15, 2020 and for interim periods within fiscal years beginning after December 15, 2021.</p> 1 1 0.50 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Reportable Segments and Reporting Units</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company currently operates as one Segment. A reporting unit (“RU”) is a component of an operating segment that is a business activity for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company’s legal operating subsidiaries are not organized to qualify as a segment, however, through December 31, 2022, each operating entity has separate financial information and an operating manager, who oversees the business and financial activities, reporting to the Chief Operating Decision Maker. (“CODM”). Therefore, each legal entity is deemed to be a separate reporting unit.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; "><b><i>Recently Issued Accounting Standards</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the current expected credit losses (“CECL”) standards. The ASU is now effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; "><b><i>Recently Adopted Accounting Standards</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for smaller reporting companies during annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 effective January 1, 2022 which eliminates the need on a go forward basis to assess whether a beneficial conversion feature needs to be recognized upon either (a) the issuance of new convertible securities; or (b) the resolution of any prior period contingent beneficial conversion features. The early adoption did not have an immediate material impact on the Company’s consolidated financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Companies should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. This standard was adopted on January 1, 2022 and</p> <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0">NOTE 3 DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Sovereign Plastics LLC</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Sovereign Plastics is a manufacturer of plastic and metal components to third-party manufacturers based out of Colorado Springs, Colorado. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sovereign Plastics in the future as compared to the opportunities available to Sovereign Plastics in the future, and the availability of strategic alternatives. On June 13, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sovereign Plastics.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. As a result of the sale, the Company recognized a $1.1 million gain on the sale of Sovereign Plastics included in the income (loss) from discontinued operations, net of tax on the consolidated statements of operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Results of Discontinued Operations</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The results and net income (loss) of Sovereign Plastics’ discontinued operations were as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-indent: -0.125in; padding-left: 0.125in; font-style: italic">(Amounts in thousands, except share and per share data)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; width: 76%; font-weight: bold; padding-left: 0.125in">Revenue</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,718</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,576</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in">Cost of goods sold</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,065</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,915</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Gross profit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">653</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,661</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; font-weight: bold; text-align: left; padding-left: 0.125in">Operating expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">General and administrative</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">691</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,394</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Depreciation and amortization</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">283</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">633</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Gain on sale of Sovereign Plastics</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,074</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-197">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Total operating income (expenses), net</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(100</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,027</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Income (loss) from operations</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">753</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(366</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; font-weight: bold; text-align: left; padding-left: 0.125in">Other expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Interest expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(51</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Loss on extinguishment of debt</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-198">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(246</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; font-weight: bold; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in"><span style="font-style: normal; font-weight: normal">Total other expense</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(6</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(297</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; font-weight: bold; text-align: left; padding-bottom: 4pt; padding-left: 0.125in">Income (loss) from discontinued operations, net of tax </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">747</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(663</td><td style="padding-bottom: 4pt; text-align: left">)</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Assets and liabilities of discontinued operations as of December 31, 2021 were classified as current and non-current because the sale transaction did not qualify as discontinued operations as of December 31, 2021, and because the consideration of $2.0 million for the sale is due on May 31, 2023 and is recorded as a note receivable on the Consolidated Balance Sheet. The details are as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.25in"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Sovereign<br/> Plastics</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.25in"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="text-align: center; font-weight: bold">December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-indent: -0.125in; padding-left: 0.125in; font-style: italic">(Amounts in thousands, except share and per share data)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in; font-weight: bold">Assets</td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; width: 88%; padding-left: 0.25in">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">26</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Accounts receivable, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">222</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Inventory, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">295</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Prepaid and deferred expenses</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">266</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Assets of discontinued operations – current</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">809</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Property and equipment, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">736</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Operating lease right-of-use assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">717</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Goodwill</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">48</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Other assets – long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">73</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Assets of discontinued operations – long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,574</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 4pt; padding-left: 0.375in">Total assets of discontinued operations</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,383</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; font-weight: bold; padding-left: 0.125in">Liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Accounts payable</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">129</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">50</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Accrued payroll</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">52</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">475</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Operating lease liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">194</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Current portion of long-term debt, net of unamortized discounts and debt issuance costs</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Liabilities of discontinued operations - current</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">911</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Contract liabilities – long term</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">34</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Operating lease liabilities – long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">553</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Liabilities of discontinued operations – long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">587</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 4pt; padding-left: 0.375in">Total liabilities of discontinued operations</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,498</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Sky Sapience Ltd.</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Sky Sapience was acquired on February 25, 2021 (see Note 20 – <i>Business Acquisitions – <b>Sky Sapience Ltd.</b></i>) and is a manufacturer of drones with a patented tethered hovering technology that provides long-duration, mobile and all-weather Intelligence, Surveillance and Reconnaissance (ISR) capabilities to customers worldwide for both land and marine-based applications based out of Israel. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sky Sapience in the future as compared to the opportunities available to Sky Sapience in the future, and the availability of strategic alternatives. On December 21, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sky Sapience. On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million (see Note 22 – <i>Subsequent Events – <b>Business Developments</b></i> for additional information). The sale of Sky Sapience didn’t qualify for discontinued operations presentation because the sale didn’t represent a strategic shift that will have a major effect on the Company’s operations (the Company will continue to be in the drone business). Sky Sapience’s assets and liabilities met the criteria to be classified as held for sale as of December 31, 2022 as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Sky Sapience</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="text-align: center; font-weight: bold">December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0in; font-style: italic">(Amounts in thousands, except share and per share data)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0in; font-weight: bold">Assets</td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; padding-left: 0.125in">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">35</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Inventory, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">535</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0.125in">Prepaid and deferred expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">56</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in">Other current assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">25</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Assets held for sale - current</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">651</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Property and equipment, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">640</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0.125in">Operating lease right-of-use assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">269</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Intangible assets, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">246</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; padding-left: 0.125in">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,219</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Assets held for sale - long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,374</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.25in">Total assets held for sale</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">3,025</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-left: 0in">Liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Accounts payable</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">233</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0.125in">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">321</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Accrued payroll</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">321</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0.125in">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,347</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in">Operating lease liabilities, current</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">120</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Liabilities of assets held for sale - current</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,342</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in">Operating lease liabilities - long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">140</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Liabilities held for sale - long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">140</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.25in">Total liabilities held for sale</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,482</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 2000000 0.05 2025-05-31 1100000 The results and net income (loss) of Sovereign Plastics’ discontinued operations were as follows:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-indent: -0.125in; padding-left: 0.125in; font-style: italic">(Amounts in thousands, except share and per share data)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; width: 76%; font-weight: bold; padding-left: 0.125in">Revenue</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,718</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,576</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in">Cost of goods sold</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,065</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,915</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Gross profit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">653</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,661</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; font-weight: bold; text-align: left; padding-left: 0.125in">Operating expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">General and administrative</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">691</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,394</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Depreciation and amortization</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">283</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">633</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Gain on sale of Sovereign Plastics</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,074</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-197">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Total operating income (expenses), net</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(100</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,027</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Income (loss) from operations</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">753</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(366</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; font-weight: bold; text-align: left; padding-left: 0.125in">Other expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Interest expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(51</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Loss on extinguishment of debt</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-198">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(246</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; font-weight: bold; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in"><span style="font-style: normal; font-weight: normal">Total other expense</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(6</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(297</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; font-weight: bold; text-align: left; padding-bottom: 4pt; padding-left: 0.125in">Income (loss) from discontinued operations, net of tax </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">747</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(663</td><td style="padding-bottom: 4pt; text-align: left">)</td></tr> </table> 1718000 3576000 1065000 1915000 -653000 -1661000 691000 1394000 283000 633000 1074000 -100000 2027000 753000 -366000 6000 51000 -246000 -6000 -297000 747000 -663000 Assets and liabilities of discontinued operations as of December 31, 2021 were classified as current and non-current because the sale transaction did not qualify as discontinued operations as of December 31, 2021, and because the consideration of $2.0 million for the sale is due on May 31, 2023 and is recorded as a note receivable on the Consolidated Balance Sheet. The details are as follows:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.25in"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Sovereign<br/> Plastics</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.25in"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="text-align: center; font-weight: bold">December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-indent: -0.125in; padding-left: 0.125in; font-style: italic">(Amounts in thousands, except share and per share data)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in; font-weight: bold">Assets</td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; width: 88%; padding-left: 0.25in">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">26</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Accounts receivable, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">222</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Inventory, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">295</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Prepaid and deferred expenses</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">266</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Assets of discontinued operations – current</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">809</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Property and equipment, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">736</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Operating lease right-of-use assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">717</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Goodwill</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">48</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Other assets – long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">73</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Assets of discontinued operations – long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,574</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 4pt; padding-left: 0.375in">Total assets of discontinued operations</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,383</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; font-weight: bold; padding-left: 0.125in">Liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Accounts payable</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">129</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">50</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Accrued payroll</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">52</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">475</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Operating lease liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">194</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Current portion of long-term debt, net of unamortized discounts and debt issuance costs</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Liabilities of discontinued operations - current</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">911</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-left: 0.25in">Contract liabilities – long term</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">34</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Operating lease liabilities – long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">553</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt; padding-left: 0.375in">Liabilities of discontinued operations – long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">587</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: left; padding-bottom: 4pt; padding-left: 0.375in">Total liabilities of discontinued operations</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,498</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p>Sky Sapience was acquired on February 25, 2021 (see Note 20 – <i>Business Acquisitions – <b>Sky Sapience Ltd.</b></i>) and is a manufacturer of drones with a patented tethered hovering technology that provides long-duration, mobile and all-weather Intelligence, Surveillance and Reconnaissance (ISR) capabilities to customers worldwide for both land and marine-based applications based out of Israel. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sky Sapience in the future as compared to the opportunities available to Sky Sapience in the future, and the availability of strategic alternatives. On December 21, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sky Sapience. On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million (see Note 22 – <i>Subsequent Events – <b>Business Developments</b></i> for additional information). The sale of Sky Sapience didn’t qualify for discontinued operations presentation because the sale didn’t represent a strategic shift that will have a major effect on the Company’s operations (the Company will continue to be in the drone business). Sky Sapience’s assets and liabilities met the criteria to be classified as held for sale as of December 31, 2022 as follows:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Sky Sapience</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="text-align: center; font-weight: bold">December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0in; font-style: italic">(Amounts in thousands, except share and per share data)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0in; font-weight: bold">Assets</td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; padding-left: 0.125in">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">35</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Inventory, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">535</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0.125in">Prepaid and deferred expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">56</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in">Other current assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">25</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Assets held for sale - current</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">651</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Property and equipment, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">640</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0.125in">Operating lease right-of-use assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">269</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Intangible assets, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">246</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; padding-left: 0.125in">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,219</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Assets held for sale - long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,374</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.25in">Total assets held for sale</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">3,025</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-left: 0in">Liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Accounts payable</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">233</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0.125in">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">321</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Accrued payroll</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">321</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0.125in">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,347</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in">Operating lease liabilities, current</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">120</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Liabilities of assets held for sale - current</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,342</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in">Operating lease liabilities - long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">140</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0.25in">Liabilities held for sale - long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">140</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.25in">Total liabilities held for sale</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,482</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 2000000 26000 222000 295000 266000 809000 736000 717000 48000 73000 1574000 2383000 129000 50000 52000 475000 194000 11000 911000 34000 553000 587000 1498000 1800000 35000 535000 56000 25000 651000 640000 269000 246000 1219000 2374000 3025000 233000 321000 321000 1347000 120000 2342000 140000 140000 2482000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0">NOTE 4 GOING CONCERN AND LIQUIDITY</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">U.S. GAAP requires management to assess a company’s ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the year ended December 31, 2022, the Company generated negative cash flows from operations of $9.5 million and had an accumulated deficit of $297.6 million and working capital deficit of $15.9 million. These factors raise substantial doubt about our ability to continue as a going concern.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt">  </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund growth initiatives. Based on current cash on hand and subsequent activity as described herein (see Note 22 – <i>Subsequent Events</i> – <b><i>Business Developments and Debt and Equity Developments</i></b>), the Company presently only has enough cash on hand to operate on a month-to-month basis, without raising additional capital or selling assets. Because of the Company’s limited cash availability, its operations have been scaled back to the extent possible (see Note 21 – <i>Other Business Developments – <b>Business Developments</b></i> and Note 22 – <i>Subsequent Events</i> – <b><i>Business Developments</i></b>). Management continues to explore opportunities with third parties and related parties; however, it has not entered into any agreement to provide the necessary additional capital, except as disclosed herein.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company will continue to pursue the actions outlined above, as well as work towards increasing revenue and operating cash flows to meet its future liquidity requirements. However, there can be no assurance that the Company will be successful in any capital-raising or profit-enhancing efforts that it may undertake, and these planned actions do not alleviate the substantial doubt. If the Company is not able to obtain additional financing on a timely basis, it may have to further delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on its business, financial condition and results of operations, and ultimately, it could be forced to discontinue operations, liquidate assets and/or seek reorganization under the U.S. bankruptcy code.</p> 9500000 -297600000 15900000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0">NOTE 5 REVENUE</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Revenue by type consisted of the following for the year ended December 31, 2022 and 2021:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt; font-style: italic; text-indent: 0pt">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; width: 76%; text-align: left; padding-left: 0pt">Telecom hardware</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">4,234</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">5,871</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 0pt; padding-left: 0pt">Repairs</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-199">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">189</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; text-align: left; padding-left: 0pt">Support &amp; maintenance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">157</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">634</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 0pt; padding-left: 0pt">Drones</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,828</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">997</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Consulting</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">218</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">406</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 0pt; padding-left: 0pt">Warranty</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-200">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">213</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-bottom: 1.5pt; padding-left: 0pt">Other</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">441</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">754</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: 0pt; padding-left: 0.125in">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,878</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,064</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table is a summary of the Company’s timing of revenue recognition for the years ended December 31, 2022 and 2021:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Timing of revenue recognition:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; width: 76%; text-align: left">Services and products transferred at a point in time</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9,624</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">8,657</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Services and products transferred over time</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">254</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">407</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,878</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,064</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company disaggregates revenue by source and geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Revenue by source consisted of the following for the years ended December 31, 2022 and 2021:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 32.4pt"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt; font-style: italic; text-indent: 0pt">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt">Revenue by products and services:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-indent: 0pt; padding-left: 0.125in">Products</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9,624</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">7,760</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; text-indent: 0pt; padding-left: 0.125in">Services</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">254</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,304</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 0pt; padding-left: 0.25in">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,878</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,064</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Revenue by geographic destination consisted of the following for the years ended December 31, 2022 and 2021:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt; font-style: italic; text-indent: 0pt">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt">Revenue by geography:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0.125in">North America</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9,165</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">7,991</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; text-indent: 0pt; padding-left: 0.125in">International</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">713</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,073</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 0pt; padding-left: 0.25in">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,878</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,064</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b> </b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Contract Balances</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. Contract liabilities consist of cash payments received (or unconditional rights to receive cash) in advance of fulfilling performance obligations. As of December 31, 2022 and 2021, respectively, the Company did not have a material contract assets balance.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt; font-style: italic; text-indent: 0pt">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: 0pt; padding-left: 0pt">Balance at December 31, 2021</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,415</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: 0pt; padding-left: 0.125in">New invoices not yet earned</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,704</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0.125in">Old invoices earned</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,338</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 0pt; padding-left: 0.125in">Reclassified to held for sale</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,347</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt; text-indent: 0pt; padding-left: 0pt">Balance at December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">3,384</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2022, $3.3 million of deferred revenue from December 31, 2021 was recognized and recorded as revenue in the current year and $2.0 million and $1.4 million of the balance of deferred revenue as of December 31, 2022 is expected to be recognized and recorded as revenue during 2023 and 2024, respectively.</p> Revenue by type consisted of the following for the year ended December 31, 2022 and 2021:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt; font-style: italic; text-indent: 0pt">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; width: 76%; text-align: left; padding-left: 0pt">Telecom hardware</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">4,234</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">5,871</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 0pt; padding-left: 0pt">Repairs</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-199">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">189</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; text-align: left; padding-left: 0pt">Support &amp; maintenance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">157</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">634</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 0pt; padding-left: 0pt">Drones</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,828</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">997</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Consulting</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">218</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">406</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 0pt; padding-left: 0pt">Warranty</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-200">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">213</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-bottom: 1.5pt; padding-left: 0pt">Other</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">441</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">754</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: 0pt; padding-left: 0.125in">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,878</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,064</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 4234000 5871000 189000 157000 634000 4828000 997000 218000 406000 213000 441000 754000 9878000 9064000 The following table is a summary of the Company’s timing of revenue recognition for the years ended December 31, 2022 and 2021:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Timing of revenue recognition:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; width: 76%; text-align: left">Services and products transferred at a point in time</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9,624</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">8,657</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Services and products transferred over time</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">254</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">407</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,878</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,064</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 9624000 8657000 254000 407000 9878000 9064000 Revenue by source consisted of the following for the years ended December 31, 2022 and 2021:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt; font-style: italic; text-indent: 0pt">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt">Revenue by products and services:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-indent: 0pt; padding-left: 0.125in">Products</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9,624</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">7,760</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; text-indent: 0pt; padding-left: 0.125in">Services</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">254</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,304</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 0pt; padding-left: 0.25in">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,878</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,064</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 9624000 7760000 254000 1304000 9878000 9064000 Revenue by geographic destination consisted of the following for the years ended December 31, 2022 and 2021:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt; font-style: italic; text-indent: 0pt">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-indent: 0pt">Revenue by geography:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0.125in">North America</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9,165</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">7,991</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; text-indent: 0pt; padding-left: 0.125in">International</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">713</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,073</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 0pt; padding-left: 0.25in">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,878</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,064</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b> </b></p> 9165000 7991000 713000 1073000 9878000 9064000 The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers.<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt; font-style: italic; text-indent: 0pt">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: 0pt; padding-left: 0pt">Balance at December 31, 2021</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,415</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: 0pt; padding-left: 0.125in">New invoices not yet earned</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,704</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0.125in">Old invoices earned</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,338</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 0pt; padding-left: 0.125in">Reclassified to held for sale</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,347</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt; text-indent: 0pt; padding-left: 0pt">Balance at December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">3,384</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 3415000 4704000 -3338000 1347000 3384000 3300000 2000000 1400000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0">NOTE 6 EARNINGS (LOSS) PER SHARE</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 32.4pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Earnings or Loss per Share</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for earnings or loss per share pursuant to ASC 260, <i>Earnings Per Share</i>, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options, restricted stock units and warrants for each period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Potential common shares issuable to employees, non-employees and directors upon exercise or conversion of shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss attributable to common shareholders. Stock options and warrants are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company’s common stock for the period (out-of-the-money), regardless of whether the Company is in a period of net loss attributable to common shareholders.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following weighted-average potential common shares were excluded from the diluted loss per common share as their effect was anti-dilutive as of December 31, 2022 and 2021:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%">Options</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">26,554</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">70,405</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Warrants</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">115,899</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">128,771</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Convertible notes</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">21,728</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">58,860</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">164,181</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">258,036</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%">Options</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">26,554</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">70,405</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Warrants</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">115,899</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">128,771</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Convertible notes</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">21,728</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">58,860</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">164,181</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">258,036</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 26554 70405 115899 128771 21728 58860 164181 258036 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0">NOTE 7 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cash, cash equivalents and restricted cash consisted of the following as of December 31, 2022 and 2021:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Cash and cash equivalents</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,868</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,596</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Restricted cash</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-201">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">277</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt; text-indent: 10pt">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,868</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,873</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cash, cash equivalents, and restricted cash are represented by operating accounts or money market accounts maintained with insured financial institutions, including cash equivalents, defined as all short-term, highly-liquid investments with maturities of three months or less when purchased. The Company had no cash equivalents as of December 31, 2022 and December 31, 2021, respectively. During the year ended December 31, 2022, $195,000 of restricted cash was released upon the sale of a building (see Note 11 – <i>Property and Equipment, Net</i> for additional information related to the sale of the building). The remaining $47,000 was released upon the abandonment of overseas equipment leases and $35,000 was reclassified to assets held for sale (see Note 3 – <i>Discontinued Operations and Assets and Liabilities Held for Sale – <b>Sky Sapience Ltd.</b></i> for information on the sale of Sky Sapience).</p> Cash, cash equivalents and restricted cash consisted of the following as of December 31, 2022 and 2021:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Cash and cash equivalents</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,868</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,596</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Restricted cash</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-201">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">277</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt; text-indent: 10pt">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,868</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,873</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 1868000 1596000 277000 1868000 1873000 195000 47000 35000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0">NOTE 8 ACCOUNTS RECEIVABLE, NET</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Accounts receivable consisted of the following as of December 31, 2022 and 2021:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Accounts receivable</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,372</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,391</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Less: allowance for doubtful accounts</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,246</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,015</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">   Total accounts receivable, net</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,126</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,376</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Bad debt expense totaled $0.3 million for the year ended December 31, 2022, compared to $0.2 million for the year ended December 31, 2021.</p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Accounts receivable</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,372</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,391</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Less: allowance for doubtful accounts</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,246</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,015</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">   Total accounts receivable, net</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,126</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,376</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 2372000 2391000 1246000 1015000 1126000 1376000 300000 200000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0">NOTE 9 INVENTORY</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Inventory consisted of the following as of December 31, 2022 and 2021:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Raw materials</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,685</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">6,587</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Work in progress</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">560</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,202</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Finished goods</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">480</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,592</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: 10pt">Total inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,725</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">11,381</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt">Reserve</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(759</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,132</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: 10pt">Total inventory, net</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">3,966</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">10,249</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> Inventory consisted of the following as of December 31, 2022 and 2021:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Raw materials</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,685</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">6,587</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Work in progress</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">560</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,202</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Finished goods</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">480</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,592</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: 10pt">Total inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,725</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">11,381</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt">Reserve</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(759</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,132</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: 10pt">Total inventory, net</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">3,966</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">10,249</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 3685000 6587000 560000 1202000 480000 3592000 4725000 11381000 759000 1132000 3966000 10249000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0">NOTE 10 PREPAID EXPENSES</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Prepaid expenses consisted of the following as of December 31, 2022 and 2021:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Prepaid products and services</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,557</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">6,840</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Prepaid rent and security deposit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">14</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">96</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 10pt">Total prepaid expenses</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">3,571</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">6,936</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Prepaids and deferred expenses include cash paid in advance for rent and security deposits, inventory and other. As of December 31, 2022 and 2021, prepaid products and services were mostly comprised of deposits for radio inventory of $2.9 million and $5.4 million, respectively.</p> Prepaid expenses consisted of the following as of December 31, 2022 and 2021:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Prepaid products and services</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,557</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">6,840</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Prepaid rent and security deposit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">14</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">96</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 10pt">Total prepaid expenses</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">3,571</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">6,936</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 3557000 6840000 14000 96000 3571000 6936000 2900000 5400000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 11 PROPERTY AND EQUIPMENT, NET</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment, net consisted of the following as of December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Shop machinery and equipment</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">672</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">10,103</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Computers and electronics</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">766</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,436</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Office furniture and fixtures</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">68</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">744</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Leasehold improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">41</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">543</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Building</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-202">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,801</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Land</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-203">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,330</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Building improvements</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-204">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">755</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: 20pt">Total property and equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,547</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">19,712</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Less: accumulated depreciation</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,170</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(10,960</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: 20pt">Total property and equipment, net</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">377</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">8,752</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the years ended December 31, 2022 and 2021, the Company invested $0.2 million and $3.1 million, respectively, in capital expenditures.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 31, 2022, the Company sold its Tucson, Arizona office building (the “Tucson Building”) for $15.8 million in cash. The Tucson Building had a carrying value of $6.7 million, including the $4.8 million cost basis of the building, the $1.3 million cost basis of the land, and the $0.8 million related to building improvements, partially offset by $0.2 million of accumulated depreciation. The Company recognized an $8.4 million gain on sale of assets, which is net of $0.7 million of related transaction costs. See Note 13 – <i>Leases</i> for additional information about the subsequent leaseback of the office building.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2022, the Company derecognized the property and equipment associated with the following transactions (see Note 13 – <i>Leases</i> and Note 21 – <i>Other Business Developments</i> for additional information):</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.5in"></td><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">a)</span></td><td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Abandonment of Tucson Building lease – gross assets of $0.6 million with a net book value of $0.1 million on February 1, 2022;</span></td> </tr></table> <p style="margin-top: 0; margin-bottom: 0"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.5in"></td><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">b)</span></td><td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Sale of DragonWave-X Canada, Inc. assets – gross assets of $8.5 million with a net book value of $0.0 million on May 23, 2022; and</span></td> </tr></table> <p style="margin-top: 0; margin-bottom: 0"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.5in"></td><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">c)</span></td><td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Transfer of Innovation Digital, LLC assets – gross assets of $0.1 million with a net book value of $0.1 million on June 23, 2022.</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company recognized $0.9 million and $1.2 million of depreciation expense for the years ended December 31, 2022 and 2021, respectively.</span></p> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment, net consisted of the following as of December 31, 2022 and 2021:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Shop machinery and equipment</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">672</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">10,103</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Computers and electronics</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">766</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,436</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Office furniture and fixtures</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">68</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">744</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Leasehold improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">41</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">543</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Building</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-202">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,801</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Land</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-203">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,330</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Building improvements</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-204">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">755</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: 20pt">Total property and equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,547</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">19,712</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Less: accumulated depreciation</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,170</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(10,960</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: 20pt">Total property and equipment, net</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">377</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">8,752</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 672000 10103000 766000 1436000 68000 744000 41000 543000 4801000 1330000 755000 1547000 19712000 1170000 10960000 377000 8752000 200000 3100000 15800000 6700000 4800000 1300000 800000 200000 8400000 700000 600000 100000 8500000 0 100000 100000 900000 1200000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 12 GOODWILL AND OTHER INTANGIBLE ASSETS</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Goodwill</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%">Balance at December 31, 2020</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">64,850</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 10pt">Recognition</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">35,478</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; text-indent: 10pt">Impairments</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(62,385</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td>Balance at December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">37,943</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 10pt">Derecognition</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(74</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 10pt">Impairments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(29,340</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 10pt">Reclassified to held for sale</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,219</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt">Balance at December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">7,310</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the year ended December 31, 2022, the Company, with the assistance of a 3<sup>rd</sup> party appraiser, determined that it was more likely than not that certain reporting unit’s fair value were below their reporting unit’s carrying amounts due to declines in the Company’s market. As a result, the Company determined it was a triggering event. Accordingly, it was necessary to perform impairment testing. The appraiser used a methodology that incorporated both market metrics and cash flows to arrive at the fair values. During the year ended December 31, 2022, the Company, utilizing a 3-6.3% revenue growth rate and a weighted-average cost of capital range of 14%, recorded impairment charges for goodwill in the aggregate amount of $29.3 million (see Note 2 – <i>Summary of Significant Accounting Policies – <b>Long-Lived Assets and Goodwill</b></i>). During the year ended December 31, 2021, the Company recorded an impairment charge for goodwill in the amount of $62.4 million.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Intangible Assets</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; white-space: nowrap; text-indent: 0in; padding-left: 0in; font-style: italic">(Amounts in thousands)</td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Trade<br/> Names</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Licenses</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Technology</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Customer<br/> Relationships</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Intellectual<br/> Property</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Software</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Total</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; width: 37%">Net balance at December 31, 2020</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">4,623</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">316</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">29,476</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">15,716</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">3,057</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-205">-</div></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">53,188</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Additions</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">292</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-206">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,477</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,273</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-207">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">741</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">18,783</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in">Impairments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,915</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(281</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(16,769</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(21,705</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-208">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-209">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(43,670</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in; padding-bottom: 1.5pt">Amortization</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-210">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(35</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(6,988</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,284</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(2,466</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(68</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(12,841</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in">Net balance at December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-211">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-212">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,196</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-213">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">591</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">673</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15,460</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in; text-align: left">Reclassified to held for sale</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-214">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-215">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(246</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-216">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-217">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-218">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(246</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in">Derecognition</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-219">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-220">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(580</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-221">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-222">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-223">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(580</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Impairments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-224">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-225">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(11,611</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-226">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-227">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(487</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(12,098</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in; padding-bottom: 1.5pt">Amortization</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-228">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-229">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(980</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-230">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(60</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(68</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,108</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in; padding-bottom: 4pt">Net balance at December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-231">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-232">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">779</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-233">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">531</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">118</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,428</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 23, 2022, the Company executed an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital, LLC (“Innovation Digital”) which resulted in the derecognition of goodwill and intangible assets shown in the tables above.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2022, the Company recorded impairment charges for other definite-lived intangible assets in the aggregate amount of $12.1 million. During the year ended December 31, 2021, the Company recorded an impairment charge for other definite-lived intangible assets in the amount of $43.7 million.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the years ended December 31, 2022 and 2021, the Company recorded amortization expense of intangible assets of $1.1 million and $12.8 million, respectively. The Company’s amortization is based on no residual value using the straight-line amortization method as it best represents the benefit of the intangible assets.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth the weighted-average amortization period, in total and by major intangible asset class.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold">Asset Class</td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Weighted-<br/> Average<br/> Amortization<br/> Period</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%">Technology</td><td style="width: 1%"> </td> <td style="text-align: left; width: 1%"> </td><td style="text-align: right; width: 9%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.48 years</span></td><td style="text-align: left; width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Intellectual property</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.50 years</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Software</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.50 years</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: 10pt">All intangible assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.49 years</span></td><td style="text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022, the expected amortization expense for the existing unamortized acquired intangible assets for the next five years and thereafter was as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">151</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">151</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">151</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">151</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">151</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">673</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 10pt">All intangible assets</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,428</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As part of the Company’s restructuring, commencing January 1, 2023, the Company has integrated its previously separate reporting units, including employing a single integrated sales function, and the Chief Executive Officer intends to manage the Company and make decisions based on the Company’s consolidated operating results. Accordingly, beginning on January 1, 2023, management has determined that the Company represents a single reporting unit.</span></p> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%">Balance at December 31, 2020</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">64,850</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 10pt">Recognition</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">35,478</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; text-indent: 10pt">Impairments</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(62,385</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td>Balance at December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">37,943</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 10pt">Derecognition</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(74</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 10pt">Impairments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(29,340</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 10pt">Reclassified to held for sale</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,219</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt">Balance at December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">7,310</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 64850000 35478000 62385000 37943000 -74000 29340000 1219000 7310000 During the year ended December 31, 2022, the Company, utilizing a 3-6.3% revenue growth rate and a weighted-average cost of capital range of 14%, recorded impairment charges for goodwill in the aggregate amount of $29.3 million (see Note 2 – Summary of Significant Accounting Policies – Long-Lived Assets and Goodwill). 62400000 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of December 31, 2022 and 2021:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; white-space: nowrap; text-indent: 0in; padding-left: 0in; font-style: italic">(Amounts in thousands)</td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Trade<br/> Names</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Licenses</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Technology</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Customer<br/> Relationships</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Intellectual<br/> Property</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Software</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Total</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; width: 37%">Net balance at December 31, 2020</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">4,623</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">316</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">29,476</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">15,716</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">3,057</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-205">-</div></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">53,188</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Additions</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">292</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-206">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,477</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,273</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-207">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">741</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">18,783</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in">Impairments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,915</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(281</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(16,769</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(21,705</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-208">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-209">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(43,670</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in; padding-bottom: 1.5pt">Amortization</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-210">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(35</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(6,988</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,284</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(2,466</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(68</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(12,841</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in">Net balance at December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-211">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-212">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,196</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-213">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">591</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">673</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15,460</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in; text-align: left">Reclassified to held for sale</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-214">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-215">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(246</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-216">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-217">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-218">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(246</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in">Derecognition</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-219">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-220">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(580</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-221">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-222">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-223">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(580</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Impairments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-224">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-225">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(11,611</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-226">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-227">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(487</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(12,098</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in; padding-bottom: 1.5pt">Amortization</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-228">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-229">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(980</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-230">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(60</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(68</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,108</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in; padding-bottom: 4pt">Net balance at December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-231">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-232">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">779</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-233">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">531</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">118</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,428</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 4623000 316000 29476000 15716000 3057000 53188000 292000 8477000 9273000 741000 18783000 4915000 281000 16769000 21705000 43670000 35000 6988000 3284000 2466000 68000 12841000 14196000 591000 673000 15460000 246000 246000 580000 580000 11611000 487000 12098000 980000 60000 68000 1108000 779000 531000 118000 1428000 12100000 43700000 1100000 12800000 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth the weighted-average amortization period, in total and by major intangible asset class.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold">Asset Class</td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Weighted-<br/> Average<br/> Amortization<br/> Period</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%">Technology</td><td style="width: 1%"> </td> <td style="text-align: left; width: 1%"> </td><td style="text-align: right; width: 9%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.48 years</span></td><td style="text-align: left; width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Intellectual property</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.50 years</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Software</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.50 years</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: 10pt">All intangible assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.49 years</span></td><td style="text-align: left"> </td></tr> </table> P9Y5M23D P9Y6M P9Y6M P9Y5M26D <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022, the expected amortization expense for the existing unamortized acquired intangible assets for the next five years and thereafter was as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">151</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">151</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">151</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">151</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">151</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">673</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 10pt">All intangible assets</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,428</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 151000 151000 151000 151000 151000 673000 1428000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 13 LEASES</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Operating Leases</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has operating leases for office, manufacturing and warehouse space, along with office equipment. Balances as of December 31, 2022 and 2021 for operating leases were as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Operating lease ROU assets</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">97</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Operating lease liability</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,137</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">3,126</td><td style="text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As part of the SKS business acquisition on February 25, 2021, the Company assumed a lease used for office space with a remaining term of approximately 16 months that expires on July 1, 2023. Monthly payments are approximately $16,000 during the remaining life of the lease. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As part of the RVision business acquisition on April 1, 2021, the Company assumed a lease of office space with a remaining term of approximately 33 months that will expire on March 31, 2024. Monthly payments are $7,000 during the remaining life of the lease. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 1, 2022, the Company entered into a lease agreement with the new owners of the Tucson Building (see Note 11 – <i>Property and Equipment, Net</i>), for a term of 10 years with no option to renew. Monthly rent increases annually from $98,300 per month in year one to $128,200 a month in the final year of the lease. The Company posted a $1.0 million security deposit in connection with the commencement of the lease, which was initially classified in other assets – long term and subsequently reclassified against lease liabilities on the Consolidated Balance Sheet. The Company determined that the transactions represented a sale and leaseback and, accordingly, established a new operating lease ROU asset and operating lease liability of $10.1 million. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms. In May 2022, the Company abandoned its lease of the Tucson Building after previously defaulting on the lease.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In June 2022, ComSovereign Corp. abandoned its Dallas, TX office lease and VEO Photonics, Inc. abandoned its San Diego, CA office lease. In July 2022, the Company abandoned its Chantilly, VA office lease. In connection with the lease abandonments for the year ended December 31, 2022, the Company recognized $13.6 million in losses due to the write-offs of the ROU-assets and other abandoned assets and applied its security deposit assets against its operating lease liabilities (including $10.1 million related to the Tucson Building). As a result of the abandonment of leases, the Company has maintained its liabilities in connection with the leases until a release is negotiated with the lessors or the amount of mitigation is evident. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other information related to the Company’s operating leases are as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Operating lease cost</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,341</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,253</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Short-term lease cost</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">41</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">89</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Right-of-use assets obtained in exchange for lease obligations</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 10pt">Operating leases</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">10,052</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">1,217</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Cash paid for amounts included in the measurement of lease liabilities:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: 10pt">Operating cash flows from operating leases</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">740</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">975</td><td style="text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company’s operating leases as of December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Weighted average remaining lease term</td><td> </td> <td style="text-align: center">7.9 years</td><td> </td> <td style="text-align: center">5.4 years</td></tr> <tr style="vertical-align: bottom; "> <td style="width: 76%">Weighted average discount rate</td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center">5.52%</td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center">5.97%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2022:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Operating</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Leases</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,815</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,720</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,625</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,386</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,424</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,862</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total minimum lease payments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,832</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 10pt">Less: effect of discounting</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,695</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Present value of future minimum lease payments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">11,137</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 10pt">Less: current obligations under leases</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,321</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Long-term lease obligations</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,816</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has operating leases for office, manufacturing and warehouse space, along with office equipment. Balances as of December 31, 2022 and 2021 for operating leases were as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Operating lease ROU assets</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">97</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Operating lease liability</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,137</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">3,126</td><td style="text-align: left"> </td></tr> </table> 97000 3000000 11137000 3126000 16000 7000 P10Y 98300 128200 1000000 10100000 13600000 10100000 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other information related to the Company’s operating leases are as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Operating lease cost</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,341</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,253</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Short-term lease cost</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">41</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">89</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Right-of-use assets obtained in exchange for lease obligations</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 10pt">Operating leases</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">10,052</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">1,217</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Cash paid for amounts included in the measurement of lease liabilities:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: 10pt">Operating cash flows from operating leases</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">740</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">975</td><td style="text-align: left"> </td></tr> </table> 1341000 1253000 41000 89000 10052000 1217000 740000 975000 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company’s operating leases as of December 31, 2022 and 2021:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Weighted average remaining lease term</td><td> </td> <td style="text-align: center">7.9 years</td><td> </td> <td style="text-align: center">5.4 years</td></tr> <tr style="vertical-align: bottom; "> <td style="width: 76%">Weighted average discount rate</td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center">5.52%</td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center">5.97%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> P7Y10M24D P5Y4M24D 0.0552 0.0597 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2022:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Operating</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Leases</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,815</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,720</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,625</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,386</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,424</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,862</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total minimum lease payments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,832</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 10pt">Less: effect of discounting</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,695</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Present value of future minimum lease payments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">11,137</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 10pt">Less: current obligations under leases</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,321</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Long-term lease obligations</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,816</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 1815000 1720000 1625000 1386000 1424000 6862000 14832000 3695000 11137000 1321000 9816000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 14 DEBT</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Debt consisted of the following as of December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; vertical-align: top"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="12" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; vertical-align: top"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="5" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="5" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; vertical-align: bottom; font-weight: bold; text-align: center">Note<br/> Reference</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; vertical-align: bottom; font-weight: bold; text-align: center">Maturity<br/> Date</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Amount<br/> Outstanding</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Interest<br/> Rate</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Amount<br/> Outstanding</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; vertical-align: bottom; font-weight: bold; text-align: center">Interest<br/> Rate</td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold">Secured Notes Payable</td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td style="text-align: center"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 41%; text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured senior convertible note payable</td><td style="width: 1%"> </td> <td style="vertical-align: top; width: 8%; text-align: center">A</td><td style="width: 1%"> </td> <td style="vertical-align: top; width: 8%; text-align: center">5/27/23</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 8%; text-align: right">51</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 8%; text-align: center">6.0%</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 8%; text-align: right">6,417</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="vertical-align: top; width: 8%; text-align: center">6.0%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured senior convertible note payable</td><td> </td> <td style="vertical-align: top; text-align: center">B</td><td> </td> <td style="vertical-align: top; text-align: center">8/25/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">59</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">6.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,833</td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center">6.0%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">C</td><td> </td> <td style="vertical-align: top; text-align: center">10/17/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">368</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">6.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-234">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-235">-</div></td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">D</td><td> </td> <td style="vertical-align: top; text-align: center">11/8/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">263</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">6.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-236">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-237">-</div></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">E</td><td> </td> <td style="vertical-align: top; text-align: center">11/26/21</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">775</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">15.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,000</td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center">9.0%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">F</td><td> </td> <td style="vertical-align: top; text-align: center">7/29/24</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">550</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">8.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-238">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-239">-</div></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">G</td><td> </td> <td style="vertical-align: top; text-align: center">1/29/22</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-240">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-241">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,205</td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; white-space: nowrap; text-align: center">&gt;8% or Libor +6.75%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">H</td><td> </td> <td style="vertical-align: top; text-align: center">6/30/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">50</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-242">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-243">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-244">-</div></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">SBA loan</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">I</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">5/15/50</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">150</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center">3.8%</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">150</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">3.8%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Total secured notes payable</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,266</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">17,605</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; "> <td style="font-weight: bold; text-align: left; text-indent: -0.125in; padding-left: 0.125in">Unsecured Notes Payable</td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Note payable - related party</td><td> </td> <td style="vertical-align: top; text-align: center">J</td><td> </td> <td style="vertical-align: top; text-align: center">3/31/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">100</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">3.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-245">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-246">-</div></td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Note payable</td><td> </td> <td style="vertical-align: top; text-align: center">K</td><td> </td> <td style="vertical-align: top; text-align: center">7/29/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">26</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">15.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-247">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-248">-</div></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">PPP loans</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">L</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">5/5/22</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-249">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center">1.0%</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">1.0%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Total notes payable</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">126</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; "> <td style="font-weight: bold; text-align: left; text-indent: -0.125in; padding-left: 0.125in">Unsecured Convertible Notes Payable</td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Convertible note payable</td><td> </td> <td style="vertical-align: top; text-align: center">M</td><td> </td> <td style="vertical-align: top; text-align: center">6/3/22</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-250">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">5.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">600</td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center">5.0%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Convertible note payable</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">N</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">1/29/26</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11,150</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center">15.0%</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11,150</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">1.0%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Total convertible notes payable</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11,150</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11,750</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Total debt</td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13,542</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">29,357</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Less: unamortized discounts and debt issuance costs</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(11</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,518</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Total long-term debt, less discounts and debt issuance costs</td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13,531</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">25,839</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Less: current portion of debt</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(11,636</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(13,566</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: -0.125in; padding-left: 0.125in">Non-current portion of debt</td><td style="padding-bottom: 4pt"> </td> <td style="text-align: center; padding-bottom: 4pt; vertical-align: top"> </td><td style="padding-bottom: 4pt"> </td> <td style="text-align: center; padding-bottom: 4pt; vertical-align: top"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,895</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt; text-align: center"> </td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">12,273</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="text-align: center; padding-bottom: 4pt; vertical-align: top"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note A</b>, on May 27, 2021, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company sold to the investor a senior secured convertible promissory note in the original principal amount of $11.0 million and warrants to purchase up to 18,200 shares of the Company’s common stock for a purchase price of $10 million (representing an original issue discount of 10.0% on the note), of which the Company received $5 million on May 28, 2021 and $5 million on June 2, 2021. On August 25, 2021, the Company entered into a first amendment and limited waiver to the securities purchase agreement dated as of May 27, 2021 and amended and restated the convertible note. The amended note bears interest at the rate of 6% per annum from the date of funding and matures on May 27, 2023. The Company is required to make monthly interest and principal payments in 18 equal monthly installments of $611,000 each, commencing in November 2021. So long as shares of the Company’s common stock are registered for resale under the Securities Act of 1933, as amended, or may be sold without restriction on the number of shares or manner of sale, the Company has the right to make interest and principal payments in the form of additional shares of common stock, which shares will be valued at 90% of the average of the five lowest daily volume weighted average price per share of the common stock during the ten trading days immediately preceding the date of issuance of such shares of common stock. The note is guaranteed by the Company’s subsidiaries and is secured by a Securities Purchase Agreement (“Initial SPA”) securing a first priority lien on substantially all of the Company’s assets and properties and the assets and properties of its subsidiaries, subject only to the liens securing the approximately $1.5 million principal amount of outstanding indebtedness in connection with three of our subsidiaries. The warrants are exercisable to purchase up to 18,200 shares of the Company’s common stock for a purchase price of $300 per share, subject to adjustment, at any time on or prior to May 27, 2026, and may be exercised on a cashless basis if the shares of common stock underlying the Warrants are not then registered under the Securities Act.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about April 15, 2022, as a result of the Company not filing its Annual Report on Form 10-K for the year ended December 31, 2021 on a timely basis, the Note entered into default, which resulted in a 5% or $0.2 million increase in the principal value, pursuant to the terms of the Note. The default also enabled the note holders, upon notice to the Company, to periodically convert a portion of the associated principal and accrued interest into common stock at a 20% discount to the three lowest daily volume-weighted-average-prices during the prior twenty trading days (“Note Holder Conversions”). During the year ended December 31, 2022, the principal amount was reduced by an aggregate of $6.4 million, which was comprised of (a) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 22,834 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $4.1 million of principal due to Note Holder Conversions into an aggregate of 802,463 shares of the Company’s common stock. Amounts recorded as debt discounts were fully recognized and recorded in loss on extinguishment of debt as a result of the aforementioned debt conversions.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note B</b>, on August 25, 2021, the Company entered into a securities purchase agreement with an investor, pursuant to which we sold to the investor a senior secured convertible promissory note in the original principal amount of $5.8 million and warrants to purchase up to 13,158 shares of our common stock for a purchase price of $5 million (representing an original issue discount of 16.0% on the note), which $5 million the Company received on August 26, 2021. The note bears interest at the rate of 6% per annum from the date of funding and matures on August 25, 2023. The Company is required to make monthly interest and principal payments in 18 equal monthly installments of $322,000 each, commencing in November 2021. So long as shares of our common stock are registered for resale under the Securities Act of 1933, as amended, or may be sold without restriction on the number of shares or manner of sale, the Company has the right to make interest and principal payments in the form of additional shares of common stock, which shares will be valued at 90% of the average of the five lowest daily volume weighted average price per share of the common stock during the ten trading days immediately preceding the date of issuance of such shares of common stock. The note is convertible by the holder in whole or in part at any time after the six-month anniversary of the issuance date into shares of the Company’s common stock at a conversion price of $300 per share, subject to adjustment and certain limitations. The Company has the right to prepay the amended note at any time with no penalty. However, should the Company exercise its buy-back right, the holder of the amended note will have the option of converting 33 1/3% of the outstanding principal amount of the note into shares of common stock at a conversion price equal to the lower of (A) the repayment price, or (B) the conversion price then in effect. The note is guaranteed by the Company’s subsidiaries and is secured by a Securities Purchase Agreement (“Second SPA” and collectively with the Initial SPA, the “SPAs”) securing a first priority lien on substantially all of the Company’s assets and properties and the assets and properties of its subsidiaries, subject only to the liens securing the approximately $1.5 million principal amount of outstanding indebtedness of three of our subsidiaries. The warrants are exercisable to purchase up to 13,158 shares of the Company’s common stock for a purchase price of $300 per share, subject to adjustment, at any time on or prior to August 25, 2026, and may be exercised on a cashless basis if the shares of common stock underlying the Warrants are not then registered under the Securities Act.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about April 15, 2022, as a result of the Company not filing its Annual Report on Form 10-K for the year ended December 31, 2021 on a timely basis, the Note entered into default, which resulted in a 5% or $0.2 million increase in the principal value, pursuant to the terms of the Note. The default also enabled the note holders, upon notice to the Company, to periodically convert a portion of the associated principal and accrued interest into common stock at a 20% discount to the three lowest daily volume-weighted-average-prices during the prior twenty trading days (“Note Holder Conversions”). During the year ended December 31, 2022, the principal amount was reduced by an aggregate of $4.8 million, which was comprised of (a) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 12,466 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $3.7 million of principal due to Note Holder Conversions into an aggregate of 719,675 shares of the Company’s common stock. Amounts recorded as debt discounts were fully recognized and recorded in loss on extinguishment of debt as a result of the aforementioned debt conversions.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note C</b>, on October 17, 2022, the Company sold a promissory note in the principal amount of $367,500 to the Company’s senior secured lenders. This note bears interest at 6% per annum, is due October 17, 2023, and is also secured by the August 25, 2021 SPAs between the Company and its senior secured lenders.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note D</b>, on November 8, 2022, the Company sold a promissory note with a face value of $262,500 with an original issue discount of $12,500 to the Company’s senior secured lenders. This note bears interest at 6% per annum, is due November 8, 2023, and also is secured by the August 25, 2021 SPAs between the Company and its senior secured lenders.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note E</b>, in November 2019, DragonWave entered into a secured loan agreement with an individual lender pursuant to which DragonWave received a $2.0 million loan bearing interest at the rate of 9.0% per annum that matured on November 26, 2021. Upon an event of default, the interest rate would have automatically increased to 15% per annum on any unpaid principal and interest, compounded monthly, and all unpaid principal and accrued interest would become due on-demand. Accrued interest was calculated on a compound basis and was payable semi-annually in May and November of each year. The note was secured by all of the assets of DragonWave and was guaranteed by ComSovereign pursuant to the November 26, 2019 Secured Loan Agreement. The debt issuance costs were the result of the issuance of 3,500 shares of common stock of the Company and a cash payment of $80,000. The Company defaulted on this loan during 2021, causing the interest rate to increase to a monthly compounded rate of 15% per annum, a late charge of 5% to be incurred, and the loan and accrued interest to become due on-demand. Amounts recorded as debt discounts and issuance costs were fully amortized and recognized in interest expense during 2021 as a result of the loan becoming due on-demand from the default event. On January 26, 2021, $1.0 million of the principal amount of this loan and all accrued interest with a combined total of $1.2 million, was fully extinguished at the rate of $415 per unit, as defined in our public offering<i>,</i> resulting in the issuance of 2,957 shares of issued common stock of the Company, along with warrants to purchase up to 2,957 shares of common stock that are exercisable for a purchase price of $450 per share at any time on or prior to January 26, 2026. This loan has been in default since November 26, 2021. During the year ended December 31, 2022, principal and interest of $0.5 million was paid in cash and the remaining interest and fees of $275,000 were compounded into principal outstanding. As of December 31, 2022, $0.8 million is outstanding under this loan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note F</b>, on or about April 29, 2022, the Company sold an original issue discount note with a face value of $550,000 to an investor for the purchase price of $500,000. This note was due approximately July 29, 2022 and bears a default rate of 12% after the maturity date. The note was secured by all of the assets of Lighter Than Air Systems Corp. and was guaranteed by ComSovereign pursuant to the April 29, 2022 Secured Loan Agreement. On July 26, 2022, the Company received notice from the promissory note holder that the promissory note in the principal amount of $550,000 was due. As of the date of this filing, this note remains outstanding. On May 9, 2022, in connection with the note issuance, the Company issued 2,400 shares of common stock to an advisor pursuant to an advisory agreement dated April 29, 2022. On March 14, 2023, the note was retro-amended to extend the maturity date to July 29, 2024 with an interest rate of 8% and the ability to convert principal and interest into shares of the Company’s common stock at a 10% discount to the closing price on which the conversion is elected effective September 15, 2023. In addition, the note became secured with a second priority security interest on the assets of its Lighter Than Air Systems Corp. (d/b/a Drone Aviation Corp) business and agreed to extend the term of the advisory for an additional two years pursuant to the original note and issue an additional 12,000 shares of the Company’s restricted stock per year while the note is outstanding. See Note 22 – <i>Subsequent Events – <b>Debt and Equity Developments </b></i>for additional information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note G</b>, on January 29, 2021, the Company entered into a secured $5.2 million term loan that bore interest at the higher rate of 8% or LIBOR plus 6.75%, that matured in January 2022 in connection with our acquisition of the Tucson Building. That note was secured by a deed of trust on the Tucson Building. On January 31, 2022, we completed the sale of the Tucson Building and the principal of $5.2 million was repaid in cash from the proceeds of the building sale. See Note 11 – <i>Property and Equipment, Net</i> for additional information related to the Tucson Building sale.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note H</b>, on December 6, 2022, the Company sold a secured $50,000 promissory note bearing no interest for the purchase of components for which the lender agreed to receive payments with a maturity date of June 30, 2023. The note was secured by the components purchased and was guaranteed by ComSovereign pursuant to the December 6, 2022 Agreement for the Purchase and Sale of Components. As a result of defaulting on the note, the interest rate was increased to the rate of 15% per annum.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note I</b>, RF Engineering received an SBA loan in the principal amount of $150,000 bearing interest at 3.75% per annum and with a maturity date of May 15, 2050, and is secured by all the assets of RF Engineering pursuant to the May 15, 2020 Security Agreement between the Company and its secured lenders. In the event of default, all amounts past due under this note are subject to acceleration of principal and due on demand. As of December 31, 2022, interest of $4,000 was paid in cash and an aggregate amount of principal of $150,000 is in default under this loan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note J</b>, on April 1, 2022, the Company entered into a note agreement with a related party who is an Executive Officer of the Company for cash proceeds of $100,000 with a maturity date of March 31, 2023 and an interest rate of 3%. As of December 31, 2022, the proceeds were recorded as a related party note in current liabilities. On March 31, 2023, the note was amended to extend the maturity date to December 31, 2023 with an interest rate of 5.5%.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note K</b>, on July 29, 2022, the Company sold a promissory note in the principal amount of $26,250 with an original issue discount of 5.0% to the Company’s senior secured lenders. This note bears interest at 15% per annum and is due July 29, 2023. As of December 31, 2022, the principal amount of $26,250 remains unpaid.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note L</b>, between April 30 and May 26, 2020, six of the Company’s subsidiaries received loan proceeds in the aggregate amount of $455,000 under the Paycheck Protection Program (“PPP”). The PPP loan had a maturity of 2 years and an interest rate of 1% per annum. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable pursuant to section 1106 of the CARES Act, after a period of up to 24 weeks, as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness shall be calculated in accordance with the requirements of the PPP, including the provisions of Section 1106 of the CARES Act, although no more than 40 percent of the amount forgiven can be attributable to non-payroll costs. Further, the amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the period of up to 24 weeks. During the year ended December 31, 2021, an aggregate amount of $0.7 million had been forgiven under these loans. Additional PPP loans were applied for in 2021 and were forgiven in 2021. During the year ended December 31, 2022, the remaining aggregate principal of $2,000 of these notes was fully repaid.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.3in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note M</b>, on June 3, 2021, in connection with the acquisition of Innovation Digital, the Company issued to the seller a convertible promissory note in the principal amount of $0.6 million. The convertible promissory bears interest at the rate of 5% per annum, matures on June 3, 2022 and is convertible into shares of the Company’s common stock commencing on December 3, 2021 at an initial conversion price of $235 per share; provided, however, that on the maturity date, the holder may (i) demand payment of the entire outstanding principal balance and all unpaid accrued interest under Convertible Note or (ii) continue to hold the Convertible Note, in which case the convertible note shall thereafter accrue interest at the rate of 10% per annum, compounded annually, until such time as (x) the holder makes a demand of payment and the convertible note is repaid in full; or (y) the convertible note is converted in full. If the convertible note is converted into shares of the Company’s common stock after the maturity date of the convertible note, the conversion price will be the closing price of our common stock on the date the conversion notice is provided to the Company. On June 3, 2022, this note went into default. On June 23, 2022, the Company reached an agreement with the former owners of Innovation Digital to return to the former owners of Innovation Digital 15 patents and 5 pending or provisional patents to those former owners in return for the cancellation of the outstanding $600,000 promissory note, the return of 5,000 shares of common stock, and the waiver of certain severance payments. See Note 21 – <i>Other Business Developments</i> for additional information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>For Note N</b>, on January 29, 2021, in connection with its acquisition of FastBack, the Company issued to the sellers $11.2 million aggregate principal amount of convertible promissory notes. The individual principal amounts of the notes ranged from $6,000 to $5,600,000. These notes initially bear interest at the rate of 1.01% per annum, which is to be adjusted to the prime rate as published by the Wall Street Journal on each annual anniversary of the issuance date and mature on January 29, 2026. Interest is payable in cash annually in arrears on each January 1. As of January 29, 2022, the outstanding principal and accrued interest on these notes may be converted in full to shares of the Company’s common stock at a conversion price of $522 per share, subject to adjustment. Upon an event of default, the interest rate will automatically increase to 15% per annum compounded annually, and all unpaid principal and accrued interest may become due on-demand. Principal and any unpaid accrued interest are due on the maturity date. Upon maturity, the interest rate will automatically increase to 15% per annum compounded annually on any unpaid principal. On May 24, 2022, the Company received notice from counsel for holders of $11.2 million of convertible promissory notes issued in connection with the acquisition of FastBack that the Company had failed to file its Annual Report on Form 10-K in a timely manner, as required by the terms of the convertible promissory notes. While the note holders have the right to accelerate the maturity of the principal, the notice simply indicated that the holders were reserving their rights. As of December 31, 2022, an aggregate of $1.3 million of principal is classified as long-term debt pursuant to post-December 31, 2022 special conversions of principal and accrued interest into 280,625 shares of the Company’s common stock, pursuant to a limited time offer for conversions at a discounted rate of 81% of the closing market price of the Company’s common stock on the day special conversion notices were received. See Note 22 – <i>Subsequent Events</i> – <b><i>Debt and Equity Developments </i></b>for additional information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Certain agreements governing the secured notes payable, unsecured notes payable, and unsecured convertible notes payable contain customary covenants, such as limitations on liens, dispositions, mergers, entry into other lines of business, investments and the incurrence of additional indebtedness.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">All debt agreements are subject to customary events of default. If an event of default occurs with respect to the debt agreements and is continuing, the lenders may accelerate the applicable amounts due. The Company is in default on several debt agreements and has accrued the proper penalties or disclosed any additional contingencies that resulted from the default.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Future maturities contractually required by the Company under long-term debt obligations are as follows for the years ending December 31:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">11,647</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">550</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-251">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-252">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-253">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,345</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">13,542</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Debt consisted of the following as of December 31, 2022 and 2021:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; vertical-align: top"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="12" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; vertical-align: top"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="5" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="5" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; vertical-align: bottom; font-weight: bold; text-align: center">Note<br/> Reference</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; vertical-align: bottom; font-weight: bold; text-align: center">Maturity<br/> Date</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Amount<br/> Outstanding</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Interest<br/> Rate</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Amount<br/> Outstanding</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; vertical-align: bottom; font-weight: bold; text-align: center">Interest<br/> Rate</td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold">Secured Notes Payable</td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td style="text-align: center"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 41%; text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured senior convertible note payable</td><td style="width: 1%"> </td> <td style="vertical-align: top; width: 8%; text-align: center">A</td><td style="width: 1%"> </td> <td style="vertical-align: top; width: 8%; text-align: center">5/27/23</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 8%; text-align: right">51</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 8%; text-align: center">6.0%</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 8%; text-align: right">6,417</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="vertical-align: top; width: 8%; text-align: center">6.0%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured senior convertible note payable</td><td> </td> <td style="vertical-align: top; text-align: center">B</td><td> </td> <td style="vertical-align: top; text-align: center">8/25/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">59</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">6.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,833</td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center">6.0%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">C</td><td> </td> <td style="vertical-align: top; text-align: center">10/17/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">368</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">6.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-234">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-235">-</div></td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">D</td><td> </td> <td style="vertical-align: top; text-align: center">11/8/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">263</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">6.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-236">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-237">-</div></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">E</td><td> </td> <td style="vertical-align: top; text-align: center">11/26/21</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">775</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">15.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,000</td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center">9.0%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">F</td><td> </td> <td style="vertical-align: top; text-align: center">7/29/24</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">550</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">8.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-238">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-239">-</div></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">G</td><td> </td> <td style="vertical-align: top; text-align: center">1/29/22</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-240">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-241">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,205</td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; white-space: nowrap; text-align: center">&gt;8% or Libor +6.75%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Secured note payable</td><td> </td> <td style="vertical-align: top; text-align: center">H</td><td> </td> <td style="vertical-align: top; text-align: center">6/30/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">50</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-242">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-243">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-244">-</div></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">SBA loan</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">I</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">5/15/50</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">150</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center">3.8%</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">150</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">3.8%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Total secured notes payable</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,266</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">17,605</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; "> <td style="font-weight: bold; text-align: left; text-indent: -0.125in; padding-left: 0.125in">Unsecured Notes Payable</td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Note payable - related party</td><td> </td> <td style="vertical-align: top; text-align: center">J</td><td> </td> <td style="vertical-align: top; text-align: center">3/31/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">100</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">3.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-245">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-246">-</div></td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Note payable</td><td> </td> <td style="vertical-align: top; text-align: center">K</td><td> </td> <td style="vertical-align: top; text-align: center">7/29/23</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">26</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">15.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-247">-</div></td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center"><div style="-sec-ix-hidden: hidden-fact-248">-</div></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">PPP loans</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">L</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">5/5/22</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-249">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center">1.0%</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">1.0%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Total notes payable</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">126</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; "> <td style="font-weight: bold; text-align: left; text-indent: -0.125in; padding-left: 0.125in">Unsecured Convertible Notes Payable</td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Convertible note payable</td><td> </td> <td style="vertical-align: top; text-align: center">M</td><td> </td> <td style="vertical-align: top; text-align: center">6/3/22</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-250">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">5.0%</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">600</td><td style="text-align: left"> </td><td> </td> <td style="vertical-align: top; text-align: center">5.0%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Convertible note payable</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">N</td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">1/29/26</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11,150</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center">15.0%</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11,150</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="vertical-align: top; text-align: center; padding-bottom: 1.5pt">1.0%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Total convertible notes payable</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11,150</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11,750</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Total debt</td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13,542</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">29,357</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Less: unamortized discounts and debt issuance costs</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(11</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,518</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -0.125in; padding-left: 0.125in">Total long-term debt, less discounts and debt issuance costs</td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13,531</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">25,839</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -0.125in; padding-left: 0.125in">Less: current portion of debt</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(11,636</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(13,566</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt; vertical-align: top"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: -0.125in; padding-left: 0.125in">Non-current portion of debt</td><td style="padding-bottom: 4pt"> </td> <td style="text-align: center; padding-bottom: 4pt; vertical-align: top"> </td><td style="padding-bottom: 4pt"> </td> <td style="text-align: center; padding-bottom: 4pt; vertical-align: top"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,895</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt; text-align: center"> </td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">12,273</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="text-align: center; padding-bottom: 4pt; vertical-align: top"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 2023-05-27 51000 0.06 6417000 0.06 2023-08-25 59000 0.06 4833000 0.06 2023-10-17 368000 0.06 2023-11-08 263000 0.06 2021-11-26 775000 0.15 1000000 0.09 2024-07-29 550000 0.08 2022-01-29 5205000 0.08 0.0675 2023-06-30 50000 2050-05-15 150000 0.038 150000 0.038 2266000 17605000 2023-03-31 100000 0.03 2023-07-29 26000 0.15 2022-05-05 0.01 2000 0.01 126000 2000 2022-06-03 0.05 600000 0.05 2026-01-29 11150000 0.15 11150000 0.01 11150000 11750000 13542000 29357000 11000 3518000 13531000 25839000 11636000 13566000 1895000 12273000 11000000 18200 10000000 0.10 5000000 5000000 0.06 2023-05-27 611000 0.90 1500000 18200 300 0.05 200000 0.20 the principal amount was reduced by an aggregate of $6.4 million, which was comprised of (a) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 22,834 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $4.1 million of principal due to Note Holder Conversions into an aggregate of 802,463 shares of the Company’s common stock. 5800000 13158 5000000 0.16 5000000 0.06 2023-08-25 322000 0.90 300 0.03 1500000 13158 300 0.05 200000 0.20 the principal amount was reduced by an aggregate of $4.8 million, which was comprised of (a) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 12,466 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $3.7 million of principal due to Note Holder Conversions into an aggregate of 719,675 shares of the Company’s common stock. 367500 0.06 262500 12500 0.06 2000000 0.09 2021-11-26 0.15 3500 80000 0.15 0.05 1000000 1200000 415 2957 2957 450 500000 275000 800000 550000 500000 0.12 550000 2400 2024-07-29 0.08 0.10 P2Y 12000 5200000 0.08 0.0675 5200000 50000 0.15 150000 0.0375 4000 150000 100000 2023-03-31 0.03 2023-12-31 0.055 26250 0.05 0.15 2023-07-29 26250 455000 P2Y 0.01 700000 2000 600000 0.05 2022-06-03 235 0.10 600000 5000 11200000 6000 5600000 0.0101 522 0.15 0.15 11200000 1300000 280625 0.81 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Future maturities contractually required by the Company under long-term debt obligations are as follows for the years ending December 31:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">11,647</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">550</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-251">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-252">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-253">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,345</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">13,542</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 11647000 550000 1345000 13542000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 15 STOCKHOLDERS’ (DEFICIENCY) EQUITY</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Reverse Stock Splits</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Authorized Shares</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022 and 2021, the Company had 300,000,000 shares of common stock authorized for issuance and 2,381,136 and 819,851 shares of common stock issued and 2,380,803 and 819,518 shares of common stock outstanding as of December 31, 2022 and 2021, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022 and 2021, the Company had 100,000,000 shares of preferred stock authorized for issuance, 690,000 shares of preferred stock designated as Series A Preferred Stock, and 320,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2022 and 2021, respectively.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Public Offerings</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 26, 2021, the Company sold an aggregate of 41,852 shares of the Company’s common stock at a price to the public of $415 per share (the “First Offering”), and a warrant to purchase one share of common stock at an exercise price of $450 per share (the “First Offering Warrants”), pursuant to an underwriting agreement dated as of January 21, 2021, between the Company and the representative (the “Representative”) of the several underwriters named in the underwriting agreement. Pursuant to the First Offering, the Company received gross proceeds of approximately $17.4 million and had total expenses of approximately $2.7 million, which included the underwriting discounts and commissions of approximately 8% and the Representative’s reimbursable expenses relating to the First Offering. See <b><i>Warrants</i></b> within this footnote for additional information on warrants issued.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 10, 2021, the Company sold an aggregate of 64,942 shares of the Company’s common stock at a price to the public of $425 per share (the “Second Offering”), pursuant to an underwriting agreement dated as of February 10, 2021 between the Company and the Representative of the several underwriters named in the underwriting agreement. Pursuant to the Second Offering, the Company received gross proceeds of approximately $27.6 million and had total expenses of approximately $2.6 million, which included the underwriting discounts and commissions of approximately 8% and the Representative’s reimbursable expenses relating to the First Offering. See <b><i>Warrants</i></b> within this footnote for additional information on warrants issued.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Acquisitions</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2021, the Company issued an aggregate of 151,354 shares of common stock upon completed acquisitions of RF Engineering &amp; Energy Resource, Saguna Networks, Innovation Digital, RVision, and Sky Sapience with an aggregate fair value of $33.9 million. See Note 20 – <i>Business Acquisitions</i> for additional information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Sale of 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 26, 2021, the Company filed a Certificate of Designations of 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Nevada, which classified and designated 690,000 shares of the Company’s authorized preferred stock, par value $0.0001 per share, as 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 29, 2021, the Company sold in a public offering 320,000 shares of the Company’s Series A Preferred Stock at a public offering price of $25.00 per share which is the initial liquidation preference of the Series A Preferred Stock.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Series A Preferred Stock has been listed on The Nasdaq Capital Market under the symbol “COMSP”.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The net proceeds to the Company from this Offering were approximately $7.2 million after deducting underwriting discounts and commissions and expenses payable by the Company. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Preferred Stock – Liquidation Preference</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, before any distribution or payment shall be made to holders of shares of our common stock or any other class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, junior to the Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”), holders of shares of Series A Preferred Stock will be entitled to be paid out of our assets legally available for distribution to our stockholders, after payment of or provision for our debts and other liabilities and any class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, senior to the Series A Preferred Stock, a liquidation preference of $25.00 per share of the Series A Preferred Stock (approximately $8.0 million), plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of payment. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of each other class or series of capital stock ranking, as to rights upon liquidation, dissolution or winding up, on parity with the Series A Preferred Stock in the distribution of assets, then holders of shares of Series A Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Series A Preferred Stock generally is not redeemable by the Company before April 29, 2024, except as described below upon the occurrence of a change of control (as defined in the Certificate of Designations). On and after April 29, 2024, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of redemption. The Series A Preferred Stock has no stated maturity date and is not subject to any sinking fund or mandatory redemption provisions and will remain outstanding indefinitely unless redeemed or otherwise repurchased by the Company as described below.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Upon the occurrence of a Change of Control, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but excluding, the date of redemption.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Holders of the Series A Preferred Stock generally have no voting rights, except in the event that the Company fails to pay dividends on the Series A Preferred Stock for 18 or more monthly periods (whether or not consecutive), which occurred on November 20, 2023, in which case the preferred stock holders are entitled to elect up to an aggregate of two new Board directors until the past due dividends are fully paid.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Dividends</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the years ended December 31, 2022 and 2021, the Company recorded $678,304 and $168,131, respectively, of dividends paid or payable to the holders of the 9.25% Series A Preferred Stock.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about May 25, 2022, the Company announced that it had suspended the payment of dividends on the Series A Preferred Stock to preserve cash. Since June 20, 2022, dividends on the Series A Preferred Stock are accruing at the rate of approximately $61,664 per month. The total arrearage on the date of filing for the accrued dividends is $1,109,952.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Common Stock</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2021, the Company issued an aggregate of 633 shares of common stock upon the exercise of options for gross proceeds of $17,000 and issued an aggregate of 63,609 shares of common stock with a fair value of $17.2 million for conversions of debt and interest.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2022, the Company issued an aggregate of 1,557,438 shares of common stock with a fair value of $16.1 million for conversions of debt and interest (see Note 14 – <i>Debt</i> for additional information) and issued 2,098 shares of common stock for gross proceeds of $31,000 upon the exercise of options.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Warrants</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 26, 2021, the Company issued warrants to purchase an aggregate of 27,527 shares of the Company’s common stock as partial consideration for debt extinguishments. The warrants have an exercise price of $450 per share and an expiration date of January 26, 2026. The grant date fair value of these warrants was estimated to be $4.4 million. Upon the issuance of these warrants, certain debts and accrued interest were fully extinguished (see Note 14 – <i>Debt</i> – <b>Note E</b> for additional information).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 26, 2021, the Company issued warrants to purchase an aggregate of 44,701 shares of the Company’s common stock as portion of the units offered in the Company’s First offering. The warrants have an exercise price of $450 per share and an expiration date of January 26, 2026. The fair value of these warrants was estimated to be $7.1 million.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 26, 2021, the Company issued additional warrants to purchase an aggregate of 1,544 shares of the Company’s common stock pursuant to the underwriting agreement for 4% of the shares of common stock sold in the First Offering. The warrants have an exercise price of $519 per share and an expiration date of January 21, 2026. The grant fair date value of these warrants was estimated to be $0.2 million.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 26, 2021, the Company issued warrants to purchase an aggregate of 1,003 shares of the Company’s common stock as consideration to the underwriter for certain costs related to the First Offering. The warrants have an exercise price of $415 per share and an expiration date of January 21, 2026. The grant date fair value of these warrants was estimated to be $0.2 million.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 12, 2021, pursuant to the Second Offering underwriting agreement, the Company issued to the Representative warrants to purchase up to a total of 2,262 shares of common stock for 4% of the shares of common stock sold in the Second Offering. The warrants have an exercise price of $531 per share and an expiration date of February 10, 2026. The grant date fair value of these warrants was estimated to be $0.4 million.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 27, 2021, the Company issued warrants to purchase an aggregate of 18,200 shares of the Company’s common stock in conjunction with a debt agreement (see Note 14 – <i>Debt</i> – <b>Note A</b>). These warrants have an exercise price of $450 a grant date fair value of $0.9 million and expire on May 27, 2026.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 25, 2021, the Company issued warrants to purchase an aggregate of 13,158 shares of the Company’s common stock in conjunction with a debt agreement (see Note 14 – <i>Debt</i> – <b>Note B</b>). These warrants have an exercise price of $300 a fair value of $1.1 million and expire on August 25, 2026.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">All warrants are valued utilizing the Black-Scholes pricing model using the assumptions listed below. No warrants were issued during the year ended December 31, 2022. The weighted average fair value of all warrants issued during the year ended December 31, 2021 was $127 per share.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the assumptions used to estimate the fair value of the warrants granted during the years ended December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="3" style="font-weight: bold; text-align: center">For the Years Ended</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Expected dividend yield</td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center"><div style="-sec-ix-hidden: hidden-fact-254">N/A</div></td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center">0%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected volatility</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-255">N/A</div></td><td> </td> <td style="text-align: center">39.94-64.04%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Risk-free interest rate</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-256">N/A</div></td><td> </td> <td style="text-align: center">0.42-0.95%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Contractual life of warrants</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-257">N/A</div></td><td> </td> <td style="text-align: center">4.0-5.0 years</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following tables represents warrant activity for the year ended December 31, 2022:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Weighted-</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Weighted-</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Average</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Average</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Number of</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Exercise Price</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Contractual</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: justify"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Warrants</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Per Share</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Life in Years</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Outstanding - December 31, 2021</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">128,771</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">371</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 10pt">Forfeited or Expired</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(12,872</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">217</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt">Outstanding - December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">115,899</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">388</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">3.15</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt">Exercisable - December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">115,899</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">388</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">3.15</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table presents information related to warrants as of December 31, 2022:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td colspan="4" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Warrants Outstanding</td> <td style="padding-bottom: 1.5pt; font-weight: bold; text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Warrants Exercisable</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: left"> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Weighted</td><td style="font-weight: bold"> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Outstanding</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Average</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Exercisable</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Number of</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Remaining Life</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Number of</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left">Exercise Price Per Share</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Warrants</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">In Years</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Warrants</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 28%; text-align: left">$0.01 - $100.00</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">5,604</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">2.51</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">5,604</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$100.01 - $200.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-258">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-259">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-260">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$200.01 - $300.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,914</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3.45</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,914</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$300.01 - $400.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">344</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2.28</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">344</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$400.01 - $500.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">73,231</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3.07</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">73,231</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">$500.01 - $600.00</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,806</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3.09</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,806</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">115,899</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">3.15</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">115,899</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 300000000 300000000 2381136 819851 2380803 819518 100000000 100000000 690000 690000 320000 320000 320000 320000 41852 415 450 17400000 2700000 0.08 64942 425 27600000 2600000 0.08 151354 33900000 0.0925 690000 0.0001 0.0925 320000 25 7200000 25 8000000 25 P120D 25 P18M 678304 168131 0.0925 0.0925 61664000 1109952000 633 17000 63609 17200000 1557438 16100000 2098 31000 27527 450 4400000 44701 450 7100000 1544 0.04 519 200000 1003 415 200000 2262 0.04 531 400000 18200 450 900000 13158 300 1100000 127 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the assumptions used to estimate the fair value of the warrants granted during the years ended December 31, 2022 and 2021:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="3" style="font-weight: bold; text-align: center">For the Years Ended</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Expected dividend yield</td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center"><div style="-sec-ix-hidden: hidden-fact-254">N/A</div></td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center">0%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected volatility</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-255">N/A</div></td><td> </td> <td style="text-align: center">39.94-64.04%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Risk-free interest rate</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-256">N/A</div></td><td> </td> <td style="text-align: center">0.42-0.95%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Contractual life of warrants</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-257">N/A</div></td><td> </td> <td style="text-align: center">4.0-5.0 years</td></tr> </table> 0 0.3994 0.6404 0.0042 0.0095 P4Y P5Y <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following tables represents warrant activity for the year ended December 31, 2022:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Weighted-</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Weighted-</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Average</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Average</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Number of</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Exercise Price</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Contractual</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: justify"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Warrants</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Per Share</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Life in Years</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Outstanding - December 31, 2021</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">128,771</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">371</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 10pt">Forfeited or Expired</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(12,872</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">217</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt">Outstanding - December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">115,899</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">388</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">3.15</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt">Exercisable - December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">115,899</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">388</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">3.15</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 128771 371 12872 217 115899 388 P3Y1M24D 115899 388 P3Y1M24D <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table presents information related to warrants as of December 31, 2022:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td colspan="4" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Warrants Outstanding</td> <td style="padding-bottom: 1.5pt; font-weight: bold; text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Warrants Exercisable</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: left"> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Weighted</td><td style="font-weight: bold"> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Outstanding</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Average</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Exercisable</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Number of</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Remaining Life</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Number of</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left">Exercise Price Per Share</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Warrants</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">In Years</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Warrants</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 28%; text-align: left">$0.01 - $100.00</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">5,604</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">2.51</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">5,604</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$100.01 - $200.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-258">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-259">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-260">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$200.01 - $300.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,914</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3.45</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,914</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$300.01 - $400.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">344</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2.28</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">344</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$400.01 - $500.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">73,231</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3.07</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">73,231</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">$500.01 - $600.00</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,806</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3.09</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,806</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">115,899</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">3.15</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">115,899</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 0.01 100 5604 P2Y6M3D 5604 100.01 200 200.01 300 32914 P3Y5M12D 32914 300.01 400 344 P2Y3M10D 344 400.01 500 73231 P3Y25D 73231 500.01 600 3806 P3Y1M2D 3806 115899 P3Y1M24D 115899 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 16 SHARE-BASED COMPENSATION</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity. For employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by SAB 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020 Long-Term Incentive Plan</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On April 22, 2020, the Company’s Board of Directors adopted the 2020 Long-Term Incentive Plan (the “2020 Plan”), which was approved by the stockholders on or about May 6, 2020. Employees, officers, directors and consultants that provide services to the Company or one of its subsidiaries may be selected to receive awards under the 2020 Plan. Awards under the 2020 Plan may be in the form of incentive or nonqualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards and performance-based awards.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A total of 33,334 shares of the Company’s common stock were initially authorized for issuance with respect to awards granted under the 2020 Plan. On June 25, 2021, the stockholders approved the increase of the number of shares of common stock authorized for issuance under the 2020 Plan by an additional 50,000 shares. Any shares subject to awards that are not paid, delivered or exercised before they expire or are cancelled or terminated, or fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for other award grants under the 2020 Plan. As of December 31, 2022, 58,655 options have been issued under the 2020 Plan, of which 33,303 were forfeited. Any shares forfeited are available for re-issuance. As of December 31, 2022, a total of 57,982 shares authorized under the 2020 Plan remained available for award purposes. On November 21, 2022, our board of directors adopted a resolution proposing to add 300,000 shares of the Company’s common stock to the 2020 Plan, which was approved by our stockholders on February 8, 2023 on a post-split basis.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The 2020 Plan will terminate on May 1, 2030. The maximum term of options, stock appreciation rights and other rights to acquire common stock under the 2020 Plan is ten years after the initial date of the award.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Restricted Stock Awards</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2021, the Company’s Board of Directors granted an aggregate of 667 shares of restricted stock awards to one director with a grant date value of $0.3 million, of which 333 vested on the one-year anniversary of the grant date and 334 vest on the two-year anniversary of the original grant date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2021, the Company issued 2,347 shares of common stock as consideration for services with a grant date value of $1.2 million.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2022, the Company issued 2,400 shares of common stock to a debt placement agent as consideration for services with a grant date value of $81,000.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the years ended December 31, 2022 and 2021, the Company recognized $0.1 million and $0.8 million of compensation expense related to restricted stock awards and had $0.0 million and $0.3 million of unrecognized compensation cost as of December 31, 2022 and 2021, respectively. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Stock Options</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">All options are valued utilizing the Black-Scholes pricing model using the assumptions listed below. No options were issued during the year ended December 31, 2022. The weighted average grant date fair value of all options issued during the year ended December 31, 2021 was $92.00 per share.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="3" style="font-weight: bold; text-align: center">For the Years Ended</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Expected dividend yield</td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center"><div style="-sec-ix-hidden: hidden-fact-261">N/A</div></td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center">0.00%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected volatility</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-262">N/A</div></td><td> </td> <td style="text-align: center">63.39%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Risk-free interest rate</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-263">N/A</div></td><td> </td> <td style="text-align: center">0.48 - 0.89%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected life of options</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-264">N/A</div></td><td> </td> <td style="white-space: nowrap; text-align: center">3.25 - 5.00 years</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table represents stock option activity for the year ended December 31, 2022:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Weighted</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Weighted</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Average</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Average</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Aggregate</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Number of</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Exercise Price</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Contractual</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Intrinsic</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: justify"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Options</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Per Share</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Life in Years</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Value</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%">Outstanding - December 31, 2021</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">70,405</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">233</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-265"> </div></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 10pt">Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,098</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-266"> </div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 10pt">Cancelled or Expired</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(41,753</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">250</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"><div style="-sec-ix-hidden: hidden-fact-267"> </div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt">Outstanding - December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">26,554</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">223</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">2.72</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-268">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt">Exercisable - December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">19,096</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">203</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">2.52</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-269">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total recognized compensation expense related to the Company’s stock options was $0.9 million and $1.3 million for the years ended 2022 and 2021, respectively. Compensation expense related to stock options is recorded in share-based compensation expense, a component of general and administrative expenses, in the Consolidated Statements of Operations. For the years ended December 31, 2022 and 2021, the Company had unrecognized compensation expense related to options of $0.3 million and $3.0 million, respectively. As of December 31, 2022, the Company is expected to recognize this compensation expense over the next 1.25 years.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table presents information related to stock options as of December 31, 2022:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td colspan="4" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Options Outstanding</td> <td style="padding-bottom: 1.5pt; white-space: nowrap; font-weight: bold; text-align: center"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Options Exercisable</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: left"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap; text-align: center"> </td><td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Weighted</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap; text-align: center"> </td><td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; font-weight: bold; text-align: left"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Outstanding</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Average</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Exercisable</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; font-weight: bold; text-align: left"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Number of</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Remaining Life</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Number of</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: left">Exercise Price Per Share</td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Options</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">In Years</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Options</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$0.01 - $50.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-270">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-271">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-272">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="width: 28%; text-align: left">$50.01 - $100.00</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">5,688</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">2.51</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">5,688</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$100.01 - $150.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-273">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-274">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-275">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$150.01 - $200.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,900</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.99</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,900</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$200.01 - $250.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-276">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-277">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-278">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$250.01 - $300.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">17,033</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3.18</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,575</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">$300.01 - $350.00</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">933</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">0.46</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">933</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt"><div style="-sec-ix-hidden: hidden-fact-279"> </div></td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-280">26,554</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">2.52</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">19,096</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 33334 50000 58655 33303 57982 300000 P10Y 667000000 300000 333 334 2347 1200000 2400 81000 100000 800000 0 300000 92 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2022 and 2021:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="3" style="font-weight: bold; text-align: center">For the Years Ended</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Expected dividend yield</td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center"><div style="-sec-ix-hidden: hidden-fact-261">N/A</div></td><td style="width: 1%"> </td> <td style="width: 11%; text-align: center">0.00%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected volatility</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-262">N/A</div></td><td> </td> <td style="text-align: center">63.39%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Risk-free interest rate</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-263">N/A</div></td><td> </td> <td style="text-align: center">0.48 - 0.89%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected life of options</td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-264">N/A</div></td><td> </td> <td style="white-space: nowrap; text-align: center">3.25 - 5.00 years</td></tr> </table> 0 0.6339 0.0048 0.0089 P3Y3M P5Y <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table represents stock option activity for the year ended December 31, 2022:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Weighted</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Weighted</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap"> </td><td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Average</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Average</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Aggregate</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Number of</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Exercise Price</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Contractual</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Intrinsic</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: justify"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Options</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Per Share</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Life in Years</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Value</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%">Outstanding - December 31, 2021</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">70,405</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">233</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-265"> </div></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: 10pt">Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,098</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-266"> </div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: 10pt">Cancelled or Expired</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(41,753</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">250</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"><div style="-sec-ix-hidden: hidden-fact-267"> </div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt">Outstanding - December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">26,554</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">223</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">2.72</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-268">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt">Exercisable - December 31, 2022</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">19,096</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">203</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">2.52</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-269">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 70405 233 2098 15 41753 250 26554 223 P2Y8M19D 19096 203 P2Y6M7D 900000 1300000 300000 3000000 P1Y3M <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table presents information related to stock options as of December 31, 2022:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td colspan="4" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Options Outstanding</td> <td style="padding-bottom: 1.5pt; white-space: nowrap; font-weight: bold; text-align: center"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Options Exercisable</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: left"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap; text-align: center"> </td><td style="white-space: nowrap"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Weighted</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap"> </td> <td colspan="2" style="white-space: nowrap; text-align: center"> </td><td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; font-weight: bold; text-align: left"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Outstanding</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Average</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Exercisable</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; font-weight: bold; text-align: left"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Number of</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Remaining Life</td><td style="white-space: nowrap; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold"> </td> <td colspan="2" style="white-space: nowrap; font-weight: bold; text-align: center">Number of</td><td style="white-space: nowrap; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: left">Exercise Price Per Share</td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Options</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">In Years</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Options</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$0.01 - $50.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-270">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-271">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-272">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="width: 28%; text-align: left">$50.01 - $100.00</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">5,688</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">2.51</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 21%; text-align: right">5,688</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$100.01 - $150.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-273">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-274">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-275">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$150.01 - $200.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,900</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.99</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,900</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$200.01 - $250.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-276">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-277">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-278">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$250.01 - $300.00</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">17,033</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3.18</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,575</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">$300.01 - $350.00</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">933</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">0.46</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">933</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt"><div style="-sec-ix-hidden: hidden-fact-279"> </div></td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-280">26,554</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">2.52</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">19,096</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 0.01 50 50.01 100 5688 P2Y6M3D 5688 100.01 150 150.01 200 2900 P0Y11M26D 2900 200.01 250 250.01 300 17033 P3Y2M4D 9575 300.01 350 933 P0Y5M15D 933 26554 P2Y6M7D 19096 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 17 INCOME TAXES</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company files tax returns in United States (“U.S.”) Federal, state and local jurisdictions, plus Canada and Israel.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United States and international components of income before income taxes from continuing operations were as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">United States</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(64,975</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(133,710</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">International</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(15,486</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(18,676</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 10pt">Loss before income taxes from continuing operations</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(80,461</td><td style="padding-bottom: 4pt; text-align: left">)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(152,386</td><td style="padding-bottom: 4pt; text-align: left">)</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred taxes are provided on the liability method whereby deferred tax assets and liabilities are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net deferred tax liabilities consisted of the following as of December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0in; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0in">Deferred tax assets</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; width: 76%; text-align: left">Share-based compensation</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">276</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">483</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Warranty reserve</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">122</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">118</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">Inventory reserve</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">190</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">292</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Allowance for bad debt</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">299</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">457</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">Deferred revenue</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-281">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">27</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Lease liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,784</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,014</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in">Amortization</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,654</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-282">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Capitalized research and development costs</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">301</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-283">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">Net operating loss carryover</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,251</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">29,204</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Foreign losses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,827</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,864</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">General business credits</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">256</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">256</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.25in; text-align: left">Total deferred tax assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">43,960</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">35,715</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0in; text-align: left">Deferred tax liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in">Depreciation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(171</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(506</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in">Amortization</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-284">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,854</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Right of use assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(24</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(977</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left">Total deferred tax liabilities</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(195</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(5,337</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.25in; text-align: left">Valuation allowance:</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(43,765</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(30,378</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left">Net deferred tax assets (liabilities)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-285">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-286">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income (loss) from continuing operations before tax for fiscal 2022 and 2021 due to the following: </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the Years Ended December 31,</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">USD</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Rates</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">USD</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Rates</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%; text-align: left">Income tax benefit at statutory federal income tax rate</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(16,897</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">21.0</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(32,140</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">21.0</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">State tax expense, net of federal benefit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,556</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2.0</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,122</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4.0</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Permanent items</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,715</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-2.2</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">64</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-0.4</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Goodwill impairment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,162</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-7.7</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">18,854</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-12.0</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Other</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,068</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4.0</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">159</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-0.1</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">13,644</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-17.1</td><td style="padding-bottom: 1.5pt; text-align: left">%</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">19,185</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-12.5</td><td style="padding-bottom: 1.5pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 10pt">Income tax benefit</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-287">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">0.0</td><td style="padding-bottom: 4pt; text-align: left">%</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-288">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">0.0</td><td style="padding-bottom: 4pt; text-align: left">%</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022, the Company had domestic net operating loss carryforwards of approximately $129.0 million of which approximately $23.7 million was generated pre-2018 that may be carried forward 20 years to offset against future taxable income from the year 2023 through 2037, and approximately $105.3 million generated post-2017 that may offset future taxable income with no definite expiration date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Due to the change in the ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. We estimate $8.3 million of domestic NOLs will expire unused.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company records valuation allowances to reduce its deferred tax assets to an amount it believes is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether future taxable income will be generated during the periods in which those temporary differences become deductible. As a result, the Company recorded a valuation allowance on the portion of the deferred tax assets, including current year losses, deemed not to have enough sources of income to utilize the future benefits.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-style: italic">(Amounts in thousands)</td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Balance at <br/> Beginning of <br/> Period</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Changes<br/> (credits) to<br/> expense</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Changes<br/> (credits) to other<br/> accounts</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Write-offs</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Balance at<br/> End of <br/> Period</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Deferred tax valuation allowance</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 40%">December 31, 2022</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">30,378</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">13,644</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(257</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-289">               -</div></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">43,765</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">11,193</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">19,185</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-290">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-291">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">30,378</td><td style="text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We are subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2022, tax years for 2019, 2020, 2021, and 2022 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2022, we are no longer subject to US federal, state, and foreign examinations by tax authorities before 2019.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">At December 31, 2022, the Company had foreign net operating loss carryforwards of approximately $19.3 million. Of these losses, $16.0 million are Canadian NOLs that may be carried forward 20 years to offset against future taxable income from the years 2019 through 2042. In addition, $3.3 million are from Israeli operations that may offset future taxable income with no definite expiration date.</span></p> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United States and international components of income before income taxes from continuing operations were as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the Years Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">United States</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(64,975</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(133,710</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">International</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(15,486</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(18,676</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 10pt">Loss before income taxes from continuing operations</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(80,461</td><td style="padding-bottom: 4pt; text-align: left">)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(152,386</td><td style="padding-bottom: 4pt; text-align: left">)</td></tr> </table> -64975 -133710 -15486 -18676 -80461 -152386 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net deferred tax liabilities consisted of the following as of December 31, 2022 and 2021:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0in; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0in">Deferred tax assets</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; width: 76%; text-align: left">Share-based compensation</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">276</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">483</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Warranty reserve</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">122</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">118</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">Inventory reserve</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">190</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">292</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Allowance for bad debt</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">299</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">457</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">Deferred revenue</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-281">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">27</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Lease liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,784</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,014</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in">Amortization</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,654</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-282">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Capitalized research and development costs</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">301</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-283">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">Net operating loss carryover</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,251</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">29,204</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Foreign losses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,827</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,864</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">General business credits</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">256</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">256</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.25in; text-align: left">Total deferred tax assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">43,960</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">35,715</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0in; text-align: left">Deferred tax liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in">Depreciation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(171</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(506</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in">Amortization</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-284">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,854</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Right of use assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(24</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(977</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left">Total deferred tax liabilities</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(195</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(5,337</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.25in; text-align: left">Valuation allowance:</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(43,765</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(30,378</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left">Net deferred tax assets (liabilities)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-285">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-286">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 276000 483000 122000 118000 190000 292000 299000 457000 27000 2784000 1014000 2654000 301000 32251000 29204000 4827000 3864000 256000 256000 43960000 35715000 171000 506000 3854000 -24000 -977000 195000 5337000 43765000 30378000 The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income (loss) from continuing operations before tax for fiscal 2022 and 2021 due to the following:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the Years Ended December 31,</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">USD</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Rates</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">USD</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Rates</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%; text-align: left">Income tax benefit at statutory federal income tax rate</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(16,897</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">21.0</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(32,140</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">21.0</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">State tax expense, net of federal benefit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,556</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2.0</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,122</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4.0</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Permanent items</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,715</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-2.2</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">64</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-0.4</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Goodwill impairment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,162</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-7.7</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">18,854</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-12.0</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Other</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,068</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4.0</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">159</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-0.1</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">13,644</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-17.1</td><td style="padding-bottom: 1.5pt; text-align: left">%</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">19,185</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-12.5</td><td style="padding-bottom: 1.5pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: 10pt">Income tax benefit</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-287">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">0.0</td><td style="padding-bottom: 4pt; text-align: left">%</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-288">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">0.0</td><td style="padding-bottom: 4pt; text-align: left">%</td></tr> </table> -16897000 0.21 -32140000 0.21 -1556000 0.02 -6122000 0.04 1715000 -0.022 64000 -0.004 6162000 -0.077 18854000 -0.12 -3068000 0.04 159000 -0.001 13644000 -0.171 19185000 -0.125 0 0 129000000 23700000 105300000 $8.3 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company records valuation allowances to reduce its deferred tax assets to an amount it believes is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether future taxable income will be generated during the periods in which those temporary differences become deductible. As a result, the Company recorded a valuation allowance on the portion of the deferred tax assets, including current year losses, deemed not to have enough sources of income to utilize the future benefits.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-style: italic">(Amounts in thousands)</td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Balance at <br/> Beginning of <br/> Period</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Changes<br/> (credits) to<br/> expense</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Changes<br/> (credits) to other<br/> accounts</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Write-offs</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">Balance at<br/> End of <br/> Period</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Deferred tax valuation allowance</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 40%">December 31, 2022</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">30,378</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">13,644</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(257</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-289">               -</div></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">43,765</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">11,193</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">19,185</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-290">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-291">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">30,378</td><td style="text-align: left"> </td></tr> </table> 30378000 13644000 -257000 43765000 11193000 19185000 30378000 19300000 16000000 3300000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 18 COMMITMENTS AND CONTINGENCIES</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Management does not believe that after the final disposition any of these matters is likely to have a material adverse impact on the Company’s financial condition, results of operations or cash flows, except as follows.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 27, 2022, a former employee filed suit against the Company in the Tulsa County Oklahoma District Court, Case No. CJ-2022-00221. The plaintiff has alleged that she was entitled to six months of severance pay after her employment contract was not renewed, and that her option agreements did not expire thirty days after cessation of her employment, and claims she is owed approximately $75,000 in severance and $250,000 in damages for her options. The Company filed an Answer on or about March 18, 2022. The Company disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 16, 2022, the Company received notice from certain former shareholders of SAGUNA claiming breaches of the SAGUNA stock purchase agreement and claiming that all of the former shareholders of SAGUNA have suffered damages totaling approximately $13.9 million, which they calculated as the value related to the consideration issued to those former shareholders for the acquisition of SAGUNA. The Company denies those claims and has not accrued any contingent loss. However, the Company may face legal claims or proceedings regarding those claims.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">By notice dated July 14, 2022, the Company received notice from a distributor that has a distribution agreement with InduraPower claiming that InduraPower, and the Company as guarantor, has breached the distribution agreement, and are claiming approximately $2.0 million in damages, which includes a claim for $0.5 million of foregone profit. The Company had received $1.3 million in cash as a deposit against future product deliveries which is included in contract liabilities – current. In addition, the Company fully accrued the remaining claim of $0.7 million in accrued liabilities in the Consolidated Balance Sheet as of December 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about July 17, 2022, the former employees of SKS filed an insolvency request against SKS in the Nazareth District Court, Israel, No. 35035-06-22. The action represents $400,000 of claims of the former employees, which were fully accrued as of September 30, 2022. The claims of the former employees were resolved pursuant to the SKS Sale Agreement (see Note 21 - <i>Other Business Developments – <b>Business Developments</b></i> for additional information) and the action was dismissed on or about January 9, 2023. See Note 22 – <i>Subsequent Events – <b>Business Developments</b></i> for additional information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about July 28, 2022, a former employee filed suit against the Company, Dustin McIntire, and Daniel Hodges in the San Diego County California Superior Court, Case No. 37-2022-00028083-CU-BC-CTL (“RVI Claim #1”). The plaintiff alleged that his wages were not paid, that he was constructively discharged, that the Company failed to issue him stock options, and that he is owed future amounts. He claimed damages of no less than $238,000. On December 29, 2022, the Company resolved this lawsuit. See Note 21 – <i>Other Business Developments – <b>Business Developments</b></i> for additional information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about August 22, 2022, two former FastBack employees filed suit against the Company, DragonWave and FastBack in the Alameda County Superior Court, California, Case No. 22CV016666. The plaintiffs allege that their payroll was late and that the Company failed to make one payroll, failed to timely pay wages three times, failed to pay accrued vacation time, and owes penalties under California law. Each plaintiff claimed damages of no less than $66,500. The Company has accrued for the wage claims for services provided but has not accrued for penalties. On April 4, 2023, the Company resolved this lawsuit. See Note 22 – <i>Subsequent Events – <b>Business Developments </b></i>for additional information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about August 23, 2022, a former employee filed suit against the Company in the Clark County District Court, Nevada, Case No. 3 A-22-857361-C (“RVI Claim #2”). The plaintiff alleged that his wages were not paid, that he was constructively discharged, that the Company failed to issue him stock options, and that he is owed future amounts. He claimed damages of no less than $184,000. As of September 30, 2022, the Company had accrued for the wage claims for services provided of $8,000 but had not accrued for the claims associated with future services. On December 29, 2022, the Company resolved this lawsuit. See Note 21 – <i>Other Business Developments – <b>Business Developments</b></i> for additional information.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about September 20, 2022, the Company was served with a suit that was filed on or about May 27, 2022 by the holder of a Transform-X Inc. (“Transform-X”) promissory note, suing the Company, Daniel Hodges, and Transform-X in the Richland County Court of Common Pleas, South Carolina, Case No. 2022CP4002806. The plaintiff alleges that for $125,000 he purchased an 8% promissory note in 2018 from Transform-X which has not been paid. Plaintiff alleges that the Company is also liable under the Transform-X promissory note. This lawsuit was removed to the United States District of South Carolina, Civil Action No.:3:22-cv-03645-MGL. The Company filed an Answer on October 27, 2022 and the proceedings are currently in the discovery phase. The Company strongly disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about November 14, 2022, an intellectual property law firm filed suit against the Company in the United States District Court for the Southern District of California, San Diego. The plaintiff alleges that they performed work for the Company and its subsidiaries subsequent to September 30, 2022 and are owed approximately $75,000, which was fully accrued as of December 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">See Note 22 – <i>Subsequent Events – <b>Litigation, Claims and Contingencies Developments</b></i> for post-December 31, 2022 developments.</span></p> 75000 250000 13900000 2000000 500000 1300000 700000 400000 238000 66500 184000 8000 125000 0.08 75000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 19 CONCENTRATIONS</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of trade accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral related to its trade accounts receivable. At December 31, 2022, accounts receivable from three customers comprised an aggregate of approximately 45%, 17%, and 10%, respectively, of the Company’s net trade accounts receivable, and none of these balances were characterized as uncollectible.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In addition, for the years ended December 31, 2022 and 2021, revenue from one and zero customers individually exceeded 10% of revenue and, in total, comprised approximately 39% and 0% of the Company’s total revenue, respectively. For our FastBack and DragonWave businesses, we do not have internal manufacturing capabilities and each relies upon a single, but different, outsourced manufacturer. At December 31, 2022, the Company did not have any vendors with accounts payable that accounted for more than 10% of the Company’s total expenses.</span></p> 0.45 0.17 0.10 0.10 0.39 0 0.10 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 20 BUSINESS ACQUISITIONS</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company’s acquisitions are accounted for such that the assets acquired and liabilities assumed are recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>FastBack / Skyline Partners Technology LLC</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 29, 2021, the Company completed the acquisition of FastBack for cash consideration paid of $1.3 million and the issuance of $1.5 million aggregate principal amount of term notes and $11.2 million aggregate principal amount of convertible notes that are convertible into common stock at a conversion price of $522 per share, subject to adjustment. See Note 14 – <i>Debt </i>for further discussion of the notes. FastBack’s products complement and enhance the Company’s 5G connectivity offerings. All resulting goodwill is expected to be tax deductible. The Company incurred acquisition-related costs of $79,000, of which $18,000 was expensed in fiscal year 2021 and $61,000 was expensed in fiscal year 2020, which are included in general and administrative expenses on the Company’s Consolidated Statement of Operations. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. All resulting goodwill and intangibles are tax deductible.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: -8.1pt; padding-left: 8.1pt">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts receivable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">245</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -8.1pt; padding-left: 8.1pt">Inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">358</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Prepaid expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,914</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">202</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 16.2pt">Trade name</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">409</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -8.1pt; padding-left: 16.2pt">Technology</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,770</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 16.2pt">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -8.1pt; padding-left: 16.2pt">Software</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">97</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 16.2pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,849</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">15,853</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,055</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">174</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Notes payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">210</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">213</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Accrued warranty liability – long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">236</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">13,965</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Sky Sapience Ltd.</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 25, 2021, the Company completed the acquisition of SKS. The total preliminary purchase price consideration amounted to $11.8 million, subject to working capital and other post-closing adjustments, representing (i) cash paid on the closing date of $2.7 million (ii) 25,552 shares of the Company’s common stock with a fair value of $9.1 million or $355 per share, of which an aggregate of 11,515 shares was held in an escrow fund for purposes of satisfying any post-closing indemnification claims of the sellers under the Stock Purchase Agreement. SKS’s products complement and enhance the Company’s tethered drone product portfolio for commercial communications, defense and national security markets. All resulting goodwill is expected to be tax deductible. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. All resulting goodwill and intangibles are tax deductible. The Company sold SKS on March 20, 2023 (see Note 22 – <i>Subsequent Events – <b>Business Developments</b></i> for additional information).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: -8.1pt; padding-left: 8.1pt">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">320</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts receivable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">60</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -8.1pt; padding-left: 8.1pt">Inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,229</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Prepaid expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Other current assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">334</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">148</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease right-of-use assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">457</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 16.2pt">Trade names</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">440</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -8.1pt; padding-left: 16.2pt">Technology</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,480</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 16.2pt">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,460</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 16.2pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,185</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">15,128</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">710</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">431</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,759</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">194</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities - long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">252</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">11,782</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>RVision, Inc.</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On April 1, 2021, the Company completed the acquisition of RVision. The Company acquired 100% of the outstanding capital stock of RVision in exchange for 20,000 shares of its common stock with a fair value of $275 per share. RVision’s products complement and enhance the Company’s communication offerings and provides additional access to governmental and private sector commercial industries. All resulting goodwill is expected to be tax deductible. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The Company sold RVision on December 29, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: -8.1pt; padding-left: 8.1pt">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">449</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts receivable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">47</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Prepaid expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">53</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -8.1pt; padding-left: 8.1pt">Inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">825</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease right-of-use asset</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">270</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 8.1pt">Trade names</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">220</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 8.1pt">Technology</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">630</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 8.1pt">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">400</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; padding-left: 8.1pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,599</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,509</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">54</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">219</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">74</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Notes payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">453</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities – long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">196</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">5,500</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Innovation Digital, LLC</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 3, 2021, the Company completed the acquisition of Innovation Digital for cash consideration paid of $1.0 million, 31,653 shares of common stock with a fair value of $7.3 million or $235 per share, and a promissory note in the principal amount of $0.6 million that is convertible into common stock at a conversion price of $235. See Note 14 – <i>Debt </i>for further discussion of the notes. Innovation Digital enhances the Company’s portfolio of intellectual property and licensing capabilities. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The calculated goodwill is deductible for tax purposes. On June 23, 2022, the Company reached an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital resulting in the derecognition of an outstanding promissory note of an aggregate $640,000, comprised of $600,000 of principal and $40,000 of interest, the return of 5,000 shares of common stock, and the waiver of certain severance payments.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">6</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease right-of-use asset</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">105</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Other non-current Assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 8.1pt">Trade names</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">59</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 8.1pt">Technology</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">610</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 8.1pt">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">500</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; padding-left: 8.1pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,953</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">9,235</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">59</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Notes payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">31</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities – long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">74</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,039</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>RF Engineering &amp; Energy Resource, LLC</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 15, 2021, the Company completed the acquisition of RF Engineering for cash consideration paid of $0.6 million and 9,928 shares of common stock with a fair value of $2.2 million or approximately $222 per share. RF Engineering’s position as a leading specialist in high performance antenna design and distribution enhances the Company’s wireless product development capabilities and sales and distribution channels. All resulting goodwill is expected to be tax deductible. See Note 14 – <i>Debt </i>for further discussion of the notes. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: -8.1pt; padding-left: 8.1pt">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">41</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts receivable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">323</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -8.1pt; padding-left: 8.1pt">Inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">662</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Other current assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">72</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 8.1pt">Trade names</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">80</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 8.1pt">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">470</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; padding-left: 8.1pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,920</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,574</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">375</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">20</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Notes payable</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">425</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,750</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>SAGUNA Networks LTD</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 4, 2021, the Company completed the acquisition of SAGUNA for cash consideration paid of $0.2 million and 64,221 shares of common stock with a fair value of $9.8 million, or approximately $153 per share. SAGUNA is a premier Multi-Access Edge Computing cloud software developer. The acquisition significantly expanded the Company’s software technology offerings powering 5G wireless networks. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The calculated goodwill is deductible for tax purposes.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair value of the assets acquired and liabilities assumed as of the acquisition date, are as set forth below:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: -8.1pt; padding-left: 8.1pt">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">64</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts receivable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">61</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">19</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; padding-left: 8.1pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">10,137</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">10,281</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">33</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">79</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Other current liabilities</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">180</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,989</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Pro Forma Information (unaudited)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During 2021, the Company completed the acquisitions of FastBack Networks, a telecommunications provider, Sky Sapience Ltd., a tethered drone provider, Rvision, Inc., a video and communications developer, Innovation Digital, a developer of signal processing solutions, RF Engineering and Energy Resource, an antenna and accessories provider, and SAGUNA Networks, a software developer to expand the Company’s product offerings and developments.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following information represents the unaudited pro forma combined results of operations, giving effect to the acquisitions as if they occurred at the beginning of the year ended December 31, 2021. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; white-space: nowrap; padding-bottom: 0pt; font-style: italic">(Amounts in thousands)</td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">For the<br/> Year Ended <br/> December 31,<br/> 2021</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; padding-bottom: 0pt">Revenue from continuing operations</td><td style="width: 1%; padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; width: 1%; text-align: left">$</td><td style="border-bottom: Black 4pt double; width: 9%; text-align: right">13,599</td><td style="width: 1%; padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 0pt">Net loss from continuing operations</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(135,016</td><td style="padding-bottom: 4pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 0pt"><div style="-sec-ix-hidden: hidden-fact-292">Basic and diluted loss per common share</div></td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(1.68</td><td style="padding-bottom: 4pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 0pt">Weighted-average common shares outstanding</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">80,138</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 1300000 1500000 11200000 522 79000 18000 61000 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: -8.1pt; padding-left: 8.1pt">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts receivable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">245</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -8.1pt; padding-left: 8.1pt">Inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">358</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Prepaid expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,914</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">202</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 16.2pt">Trade name</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">409</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -8.1pt; padding-left: 16.2pt">Technology</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,770</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 16.2pt">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -8.1pt; padding-left: 16.2pt">Software</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">97</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 16.2pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,849</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">15,853</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,055</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">174</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Notes payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">210</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">213</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Accrued warranty liability – long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">236</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">13,965</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: -8.1pt; padding-left: 8.1pt">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">320</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts receivable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">60</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -8.1pt; padding-left: 8.1pt">Inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,229</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Prepaid expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Other current assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">334</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">148</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease right-of-use assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">457</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 16.2pt">Trade names</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">440</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -8.1pt; padding-left: 16.2pt">Technology</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,480</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 16.2pt">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,460</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 16.2pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,185</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">15,128</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">710</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">431</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,759</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">194</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities - long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">252</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">11,782</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: -8.1pt; padding-left: 8.1pt">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">449</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts receivable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">47</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Prepaid expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">53</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -8.1pt; padding-left: 8.1pt">Inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">825</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease right-of-use asset</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">270</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 8.1pt">Trade names</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">220</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 8.1pt">Technology</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">630</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 8.1pt">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">400</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; padding-left: 8.1pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,599</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,509</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">54</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">219</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">74</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Notes payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">453</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities – long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">196</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">5,500</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">6</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease right-of-use asset</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">105</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Other non-current Assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 8.1pt">Trade names</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">59</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 8.1pt">Technology</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">610</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 8.1pt">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">500</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; padding-left: 8.1pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,953</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">9,235</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">59</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Notes payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">31</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Operating lease liabilities – long term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">74</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,039</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.45in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: -8.1pt; padding-left: 8.1pt">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">41</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts receivable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">323</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -8.1pt; padding-left: 8.1pt">Inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">662</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Other current assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">72</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 8.1pt">Trade names</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">80</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 8.1pt">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">470</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; padding-left: 8.1pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,920</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,574</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">375</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Contract liabilities, current</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">20</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Notes payable</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">425</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,750</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair value of the assets acquired and liabilities assumed as of the acquisition date, are as set forth below:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-style: italic">(Amounts in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: -8.1pt; padding-left: 8.1pt">Cash</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">64</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts receivable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">61</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Property &amp; equipment, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">19</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Intangible assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; padding-left: 8.1pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">10,137</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Total assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">10,281</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">33</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; text-indent: -8.1pt; padding-left: 8.1pt">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">79</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -8.1pt; padding-left: 8.1pt">Other current liabilities</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">180</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; text-indent: -8.1pt; padding-left: 8.1pt">Total purchase consideration</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">9,989</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 9000 245000 358000 1914000 202000 409000 1770000 5000000 97000 5849000 15853000 1055000 174000 210000 213000 236000 13965000 11800000 (i) cash paid on the closing date of $2.7 million (ii) 25,552 shares of the Company’s common stock with a fair value of $9.1 million or $355 per share, of which an aggregate of 11,515 shares was held in an escrow fund for purposes of satisfying any post-closing indemnification claims of the sellers under the Stock Purchase Agreement. SKS’s products complement and enhance the Company’s tethered drone product portfolio for commercial communications, defense and national security markets. 320000 60000 1229000 15000 334000 148000 457000 440000 2480000 3460000 6185000 15128000 710000 431000 1759000 194000 252000 11782000 1 20000 275 449000 47000 53000 825000 16000 270000 220000 630000 400000 3599000 6509000 54000 219000 74000 13000 453000 196000 5500000 1000000 31653 7300000 235 600000 235 640000 600000 40000 5000 6000 105000 2000 59000 610000 500000 7953000 9235000 59000 32000 31000 74000 9039000 600000 9928 2200000 222 41000 323000 662000 6000 72000 80000 470000 1920000 3574000 375000 4000 20000 425000 2750000 200000 64221 9800000 153 64000 61000 19000 10137000 10281000 33000 79000 180000 9989000 The following information represents the unaudited pro forma combined results of operations, giving effect to the acquisitions as if they occurred at the beginning of the year ended December 31, 2021.<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; white-space: nowrap; padding-bottom: 0pt; font-style: italic">(Amounts in thousands)</td><td style="white-space: nowrap; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; font-weight: bold; text-align: center">For the<br/> Year Ended <br/> December 31,<br/> 2021</td><td style="white-space: nowrap; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; padding-bottom: 0pt">Revenue from continuing operations</td><td style="width: 1%; padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; width: 1%; text-align: left">$</td><td style="border-bottom: Black 4pt double; width: 9%; text-align: right">13,599</td><td style="width: 1%; padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 0pt">Net loss from continuing operations</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(135,016</td><td style="padding-bottom: 4pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 0pt"><div style="-sec-ix-hidden: hidden-fact-292">Basic and diluted loss per common share</div></td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(1.68</td><td style="padding-bottom: 4pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 0pt">Weighted-average common shares outstanding</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">80,138</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 13599000 -135016000 -1.68 80138 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 21 OTHER BUSINESS DEVELOPMENTS</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Executive Officer and Board of Director Developments</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On April 21, 2022, the Company’s Chief Financial Officer resigned from the Company for personal family commitments.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 2, 2022, a member of the Board of Directors of the Company (the “Board”) announced their resignation from the Board and all committees thereof, effective immediately. The resignation allowed that former member of the Board to focus on personal and other professional commitments.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 1, 2022, the Company’s then Chief Executive Officer and the Company’s then President resigned from the Company as part of the Company’s ongoing transition. David A. Knight was appointed Interim Chief Executive Officer by the Board.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 10, 2022, a member of the Board announced their resignation from the Board and all committees thereof. The resignation allowed that former member of the Board to focus on personal and other professional commitments.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On November 23, 2022, the Board appointed David A. Knight as the Company’s Chief Executive Officer, President, Acting Principal Financial and Accounting Officer, and a Director of the Board. Mr. Knight is entitled to receive (i) an annual base salary of $180,000 which will be increased to $250,000 upon the Board’s Compensation Committee’s determination of adequate funding; (ii) eligibility to participate in a cash bonus program for meeting quarterly and annual goals, milestones, and metrics, as established by the Compensation Committee; (iii) eligibility to receive grants under the terms of the Company’s 2020 Long-Term Incentive Plan; (iv) the right to participate in all benefit plans offered to the Company’s senior executive officers; and (v) severance payments of three months of salary, benefits, and prorated bonus (the “Severance”) if terminated without cause before completion of one year of service, and six months of Severance if terminated without cause after reaching one year of service.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Business Developments</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Commencing in May 2022, the Company embarked on a significant reduction of overhead and personnel costs through the divestment of non-core assets in favor of a refocus on our true core competencies in 5G and beyond technology.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In May 2022, InduraPower idled their employees.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 23, 2022, a third party acquired certain assets and employees from the Canadian subsidiary of DragonWave-X, LLC (“DragonWave Canada”), in return for assuming DragonWave Canada’s potential employment liabilities and assuming DragonWave Canada’s lease in Kanata, Ontario, Canada, through an Asset Purchase Agreement. The Company recognized a $2.0 million loss on the aforementioned sale.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. See Note 3 – <i>Discontinued Operations and Assets and Liabilities Held for Sale</i> for additional information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 23, 2022, the Company reached an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital, LLC (“Innovation Digital”), resulting in the derecognition of an outstanding promissory note of an aggregate $640,000, comprised of $600,000 of principal and $40,000 of interest, the return of 5,000 shares of common stock, and the waiver of certain severance payments. The Company recognized a $0.6 million loss on the aforementioned sale.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In June 2022, the Company idled the employees of SAGUNA Networks Ltd. (“SAGUNA”), Sky Sapience Ltd. (“SKS”) and VEO Photonics, Inc. (“VEO”).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 21, 2022, the Company entered into a Share Purchase Agreement (the “SKS Sale Agreement”) with Titan Innovations Ltd., an Israeli corporation (“Titan”), pursuant to which we agreed to sell our Israel-based tethered drone unit Sky Sapience Ltd. (“SKS”) to Titan. The total consideration for the sale is $1.8 million. Of that consideration, the first tranche of $400,000 would be held in escrow and utilized to eliminate outstanding liabilities and debt of SKS. The next two tranches totaling $820,000 were paid to the Company, less any remaining SKS outstanding liabilities and debt. The final tranche of $600,000 is due to be paid within two years of closing, subject to potential reductions for further claims of SKS debt, which are capped at $300,000. The SKS Sale Agreement contains closing conditions and control of the company was transferred to the buyer as of March 20, 2023 (see Note 22 – <i>Subsequent Events – <b>Business Developments</b></i> for more information).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 29, 2022, the Company entered into a Settlement Agreement (“Settlement Agreement”) to resolve two litigation claims against the Company. As required by the terms of the Settlement Agreement, we entered into a Stock Purchase Agreement (the “RVI Sale Agreement”) with the plaintiffs in the two lawsuits (“Buyers”), pursuant to which, and subject to the terms and conditions of the RVI Sale Agreement, we agreed to sell Rvision, Inc. (“RVI”) to Buyers.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">See Note 20 – <i>Business Acquisitions</i> for details regarding the Company’s 2021 acquisitions and Note 22 – <i>Subsequent Events</i> for additional information related to debt and equity developments, litigation claims, and other.</span></p> 180000 250000 2000000 2000000 0.05 2025-05-31 640000 600000 40000 5000 600000 1800000 400000 820000 600000 300000 <p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0.8pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOTE 22 SUBSEQUENT EVENTS</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Executive Officer and Board of Director Developments</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On April 26, 2023, Bill J. White joined the Board of Directors of the Company. Mr. White will serve on the Board until the next annual meeting of stockholders of the Company at which directors are elected, at which time he is expected to stand for re-election. Mr. White will be serving as chair of the Board’s Audit Committee. Pursuant to our director compensation program for non-employee members of our board of directors, Mr. White is entitled to a total cash fee of $60,000 per year for service on our board of directors.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Business Developments</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 20, 2023, pursuant to the SKS Sale Agreement, the Company completed the sale of SKS and recorded a note receivable for the remaining $600,000 due on March 20, 2025.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In January 2023, the Company idled the employees of RF Engineering &amp; Energy Resource, LLC.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Debt and Equity Developments</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 17, 2023 and February 1, 2023, the Company sold unsecured promissory notes in the principal amounts of $90,000 and $80,000, which were due on or before July 30, 2023 and July 31, 2023, respectively. Of the $90,000 of proceeds from the first note, usage of $88,000 is restricted to make interest payments due to certain holders of outstanding convertible debentures dated January 29, 2021 (Note G – see Note 14 – <i>Debt</i>). Both notes become immediately due and payable if the Company raises at least $2.5 million in an equity or debt offering. Both notes pay 8% interest per annum, which increases to 15% per annum if the notes aren’t repaid by the maturity date. The issuance of the second note made the principal and accrued interest of both notes convertible if they aren’t repaid by the maturity date and the conversion price will equal 81% of the closing market price of the common stock on the day that the holder elects to convert the note(s), subject to a floor price of $5.00 per share. These notes remain outstanding and in default.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During January 2023, pursuant to a limited time offer, certain Note N convertible note holders agreed to amend their note and convert an aggregate of $1.3 million principal of their notes and $0.3 million of accrued interest into 280,625 shares of the Company’s common stock.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 14, 2023, the Company amended Note F to extend the maturity date to July 29, 2024 with an interest rate of 8%. Effective September 15, 2023, the holder also has ability to convert principal and interest into shares of the Company’s common stock at a 10% discount to the closing price on which the conversion is elected and became secured with a second priority security interest on the assets of its Lighter Than Air Systems Corp. (d/b/a Drone Aviation Corp) business. In addition, the Company extended the term of the advisory agreement for an additional two years and will issue 12,000 shares of the Company’s common stock for each year while the note is outstanding. Pursuant to the amended terms, the Company issued 12,000 shares of the Company’s common stock to the advisor as consideration for their services on April 13, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 31, 2023, the Company amended Note I to extend the maturity date to December 31, 2023 with an interest rate of 5.5% commencing on April 1, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 1, 2023, Dustin H. McIntire, our CTO, loaned $260,000 to the Company which was used to secure a software license for the Company. Upon being notified of the proposed loan, the Audit Committee reviewed the transaction under the related party transaction policy and approved the transaction. The Company gave Mr. McIntire a secured convertible promissory note for the $260,000 loan, due September 1, 2024, with eight per cent (8%) interest, secured by the software license.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Litigation, Claims and Contingencies Developments</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 9, 2023, a former employee of a subsidiary of InduraPower, filed suit against the Company and the former CEO, Daniel Hodges, in the Pima County Superior Court, Arizona, Case No. C20230116. The plaintiff has alleged that he is owed for unpaid minimum wages and overtime wages, breach of employment contract, retaliatory termination, and alleges an unspecified amount in damages. The Company strongly dispute plaintiff’s allegations and intends to vigorously defend the lawsuit.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about January 10, 2023, a recruiting and staffing company obtained a default judgment against the Company in County Court, Collin County, Texas, Case No. 004-01539-2022, for $145,917 and post-judgment interest at 7%. As of December 31, 2022, the Company accrued for the full amount of the judgment. The judgment holder obtained a garnishment order against Company’s banking accounts and has received approximately $17,100 in cash through the date of this filing.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On or about May 22, 2023, a landlord filed suit against the Company in the Circuit Court, Fairfax County, Virgina, Case No. 202307755, for breach of a commercial lease. The plaintiff obtained a default judgment in the amount of approximately $230,000 which remains unpaid as of the date of this filing. As of December 31, 2022, the Company accrued for the full amount of the judgment in accrued liabilities on the Consolidated Balance Sheet.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Nasdaq Compliance Developments </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Throughout most of 2022, our common stock was not in compliance with the $1.00 minimum closing bid price requirement. We were given grace periods and regained compliance on or about February 27, 2023, by having the closing bid price of our common stock exceed $1.00 for a minimum of ten (10) consecutive trading days during the grace period by implementing a 1-for-100 reverse stock split of our outstanding common stock on February 10, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 27, 2023, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), the $1.00 minimum closing bid price requirement (“minimum bid price”) price of the Company’s common stock following the successful filing of its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 pursuant to Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports (“filing requirements”) with the Securities and Exchange Commission (“SEC”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 31, 2023, the Company filed a notice of late filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) would not be timely filed. On April 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed the Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. On May 17, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed the Form 10-K or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rules. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company has not filed its Form 10-K for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company requested and obtained a hearing before the Panel as well as a further stay of any additional action by Nasdaq pending the issuance of a decision by the Panel. There can be no assurance that a favorable decision will be obtained.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">If the Company fails to timely regain compliance with the Nasdaq Listing Rule within any grace period granted by the Nasdaq Hearings Panel, the Company’s common stock, warrants and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. There is no assurance that the Company will regain compliance during any grace periods or be able to maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to regain compliance during a grace period, Nasdaq will notify us that our common stock, warrants, and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be delisted from The Nasdaq Capital Market.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”), of the Company’s 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (“Preferred Stock”) has been below the minimum $1 million requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5555(a)(4) (the “Minimum Market Value of Publicly Held Shares Requirement”). Under Nasdaq rules, the Company will have the opportunity to appeal the delisting decision to a Nasdaq Hearings Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days from receipt of the letter, or until December 18, 2023, to regain compliance with the Minimum Market Value of Publicly Held Shares Requirement. To regain compliance with the Minimum Market Value of Publicly Held Shares Requirement, the Company’s Preferred Stock MVPHS must be $1 million or more for a minimum of 10 consecutive business days during the compliance period ending on December 18, 2023. There can be no assurance that the Company will be able to regain compliance with either listing requirement.</span></p> 60000 600000 2025-03-20 90000 80000 Of the $90,000 of proceeds from the first note, usage of $88,000 is restricted to make interest payments due to certain holders of outstanding convertible debentures dated January 29, 2021 (Note G – see Note 14 – Debt). Both notes become immediately due and payable if the Company raises at least $2.5 million in an equity or debt offering. Both notes pay 8% interest per annum, which increases to 15% per annum if the notes aren’t repaid by the maturity date. The issuance of the second note made the principal and accrued interest of both notes convertible if they aren’t repaid by the maturity date and the conversion price will equal 81% of the closing market price of the common stock on the day that the holder elects to convert the note(s), subject to a floor price of $5.00 per share. 1300000 300000 280625 2024-07-29 0.08 0.10 12000 12000 0.055 260000 260000 0.08 145917 0.07 17100 230000 1 1 1 0.0925 0.0925 0.0925 1000000 1000000 -216.53 -72.70 0.67 -0.94 1115992 704538 -1.68 false FY 0001178727 These are exclusive of depreciation and amortization Innovation Digital (“ID”), DragonWave-X Canada (“DWXC”), RVision (“RVI”) Represents net proceeds of $39.7 million comprised of gross proceeds of $45.0 million and offering costs of $5.3 million. Represents net proceeds of $7.2 million comprised of gross proceeds of $8.0 million and offering costs of $0.8 million. 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