24.	Subsequent events

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued.

Cashless Warrant exercise – In February 2021, LGH made a partial exercise of its 35,000,000 LGH Warrants outstanding. LGH exercised 11,400,000 warrants on a cashless basis which, in accordance with the terms of the LGH Warrant agreement, resulted in the Company issuing 10,925,000 shares of its common stock to LGH.

Second SBA loan – On February 20, 2021, the Company received proceeds from a loan in the amount of $1,033,005 (the “Second PPP Loan”) from Northeast Bank, as lender, pursuant to the PPP under the CARES Act. The Second PPP Loan matures on February 20, 2026 and bears interest at a rate of 1% per annum. Commencing on April 20, 2025, the Company is required to pay the lender equal monthly payments of principal and interest. The Second PPP Loan is evidenced by a promissory note dated February 20, 2021, which contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties and covenants. The Second PPP Loan may be prepaid by the Company at any time prior to maturity with no penalties.

All or a portion of the Second PPP Loan may be forgiven by the SBA upon application by the Company beginning 60 days but not later than 120 days after loan approval and upon documentation of expenditures in accordance with the SBA requirements. The ultimate forgiveness of the Second PPP Loan is also contingent upon regulatory authorities concurring with management’s good faith assessment that the current economic uncertainty made the loan request necessary to support ongoing operations. If, despite the Company’s good-faith belief that given the circumstances the Company satisfied all eligibility requirements for the Second PPP Loan, the Company is later determined to have violated any applicable laws or regulations or it is otherwise determined that the Company was ineligible to receive the Second PPP Loan, the Company may be required to repay the Second PPP Loan in its entirety and/or be subject to additional penalties. In the event the Second PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. Under the terms of the Second PPP Loan, the Company may be eligible for full or partial loan forgiveness in the fourth quarter of 2021.

April 2021 Securities Purchase Agreement and Warrants- On April 20, 2021, the Company entered into a Securities Purchase Agreement (the “Leviston Purchase Agreement”), with Leviston Resources, LLC, an accredited investor (“Leviston”) for the sale by the Company in a private placement (the “Private Placement”) of (i) the Company’s future advance convertible promissory note in an aggregate principal amount of up to $3,402,000 (the “Leviston Note”) and (ii) a warrant to purchase an additional 16,666,667 shares of common stock of the Company (the “Leviston Warrant”). The Leviston Warrant has an exercise price of $0.18 per share and a four-year term. The closing of the Private Placement occurred on April 20, 2021 (the “Closing Date”).

As noted above, on April 20, 2021, the Company issued the Leviston Note to Leviston in an aggregate principal amount of up to $3,402,000 (the “Aggregate Amount”), which shall be advanced in disbursements by Leviston (“Disbursements”), as set forth in the Leviston Note. On April 21, 2021, Leviston advanced a Disbursement of $750,000. The remaining disbursements up to the Aggregate Amount are subject to the satisfaction of certain terms and conditions set forth in the Leviston Note. Disbursements bear an interest at a rate of five percent (5%) per annum and have a maturity date of twelve (12) months from the date of issuance. The Leviston Note is convertible at the option of the holder into shares of the Common Stock of the Company at a conversion price per share equal to the lesser of (i) $0.18, and (ii) ninety percent (90%) of the closing price for a share of Common Stock reported on the OTCQB on the effective date of the Registration Statement (as defined below).

The Leviston Note contains customary events of default and covenants, including limitations on incurrences of indebtedness and liens.

Pursuant to the Leviston Purchase Agreement, the Company has agreed within a reasonable period of time following the Closing Date, and in any event prior to any Disbursement under the Leviston Note subsequent to the initial Disbursement, to enter into a security agreement in favor of Leviston, securing the Company’s obligations under the Leviston Note.

The rights of Leviston to receive payments under the Leviston Note are subordinate to the rights of NH Expansion Credit Fund Holdings LP (“NH Expansion”) pursuant to a subordination agreement, that the Company and Leviston entered into with NH Expansion on April 20, 2021, in connection with the Private Placement (the “Subordination Agreement”).

In connection with the Leviston Purchase Agreement, the Company entered into a registration rights agreement with Leviston on April 20, 2021 (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission no later than thirty days following the Closing Date for the registration of 100% of the maximum number of the shares issuable upon conversion of the Leviston Note and exercise of the Leviston Warrants issued pursuant to the Leviston Purchase Agreement (the “Registrable Securities”). The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), until all Registrable Securities have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act and otherwise without restriction or limitation pursuant to Rule 144 of the Securities Act, as determined by the counsel to the Company. The Company has yet to file the Registration Statement and, under the terms of the Registration Rights Agreement, it is obligated to pay in cash a one-time aggregate amount of $250,000 to the holders of the Leviston Notes, plus 1% of the outstanding principal for each 30-day period during which the Company continues not to have in-place an effective Registration Statement.

Supplier disputes - In May 2021, the Company received notification that it is not in compliance with the License Agreement with Cellularity (see Note 5). The Company has responded and asserted that the Company is not in breach and that the supplier has breached various agreements. It is too early to determine the outcome of this matter. Any potential impact to the Company cannot be fully determined at this time.

As part of the Asset Purchase Agreement on August 6, 2020, the Company assumed obligations for a purchase order from Celularity related to purchases of UltraMist devices from its supplier, Minnetronix. This purchase order had a remaining purchase commitment of $1,058,170. The purchase order also calls for production delay fees of 1.25% of the committed inventory if the Company delays production. There is also a cancelation clause of 20% of the remaining balance in the event that the Company delays production for more than six months. On September 23, 2021, Minnetronix notified the Company that it was cancelling the purchase order for the Ultramist devices as a result of the Company delaying production of Ultramist systems more than six months. This notification includes fees and charges for the cancellation of the purchase order of an additional $319,746. The Company expects to be able to resume production upon paying this obligation. While the Company is disputing certain aspects of this termination notice and is continuing to engage with Minnetronix regarding resolution of this matter, including reinstatement of the purchase order, there is no guarantee that the dispute will be resolved in a manner beneficial to the Company or at all.

Non-payments of convertible notes payable issued in August 2020 and maturing August 2021 - As disclosed in Notes 11 and 12, the Company issued convertible notes payable on August 6, 2020 to related parties HealthTronics and A. Michael Stolarski (the “HealthTronics Note” and the “Stolarski Note,” respectively) as well as to Celularity (the “Seller Note”). The initial principal amounts of the Healthtronics, Stolarski and the Seller Notes were $$1,372,743, $223,511 and $4,000,000, respectively.

The HealthTronics Note matured on August 6, 2021 and was not repaid. The Company’s failure to pay the outstanding principal balance when due constituted an event of default under the terms of the HealthTronics Note and, accordingly, it began accruing additional interest of 2.0% in addition to the 12.0% initial rate, as of the date of the default.

The Stolarski Note matured on August 6, 2021 and was not repaid. The Company’s failure to pay the outstanding principal balance when due constituted an event of default under the terms of the Stolarski Note and, accordingly, it began accruing additional interest of 2.0% in addition to the 12.0% initial rate, as of the date of the default

The Seller Note matured on August 6, 2021 and was not repaid. The Company’s failure to pay the outstanding principal balance when due constituted an event of default under the terms of the Seller Note and, accordingly, it began accruing additional interest of 5.0% in addition to the 12.0% initial rate, as of the date of the default.

August 2021 forgiveness of May 2020 SBA loan – The Company received a letter from the SBA dated August 27, 2021 forgiving $454,335 of the PPP Loan principal and $5,755 of interest related to the PPP Loan that originated in May 28, 2020.

Senior Secured note non-compliance – As disclosed in Note 12, as of December 31, 2020, the Company was not in compliance with the minimum cash balance provision related to the Senior Secured Notes. The Company remains in non-compliance with that provision.

September 2021 Securities Purchase Agreement and Warrants - On September 3, 2021, the Company entered into Securities Purchase Agreements (the “September 2021 Purchase Agreements”), with certain accredited investors (collectively, the “September 2021 Purchasers”) for the sale by the Company in a private placement (the “September 2021 Private Placement”) of (i) the Company’s future advance convertible promissory notes in an aggregate principal amount of up to $543,478 (the “Notes”) and (ii) warrants to purchase an additional 2,777,779 shares of common stock of the Company (the “September 2021 Warrants”). The September 2021 Warrants have an exercise price of $0.18 per share and a five-year term. The closing of the Private Placement occurred on September 7, 2021 (the “Closing Date”) under the terms of the September 2021 Purchase Agreements, an aggregate principal amount of up to $543,478 (the “Aggregate Amount”), may be advanced in disbursements by the September 2021 Purchasers (“Disbursements”), as set forth in the September 2021 Notes. Disbursements bear an interest at a rate of five percent (5%) per annum and have a maturity date of twelve (12) months from the date of issuance. Each September 2021 Note is convertible at the option of the holder into shares of common stock of the Company at a conversion price per share equal to (A) until the date of effectiveness of the Registration Statement, $0.18 and (B) after the date of effectiveness of the Registration Statement, the lesser of (i) $0.18, (ii) ninety percent (90%) of the closing price for a share of common stock reported on the OTCQB on the effective date of the Registration Statement and (iii) 75% of the lowest VWAP price for common stock during the ten trading days ending on, and including, the date of the notice of conversion, which shall be no lower than $0.01. The September 2021 Notes contain customary events of default and covenants, including limitations on incurrences of indebtedness and liens.

Pursuant to each September 2021 Purchase Agreement, the Company entered into a security agreement in favor of the applicable September 2021 Purchaser, securing the Company’s obligations under the applicable September 2021 Note. The rights of each September 2021 Purchaser to receive payments under its Note are subordinate to the rights of NH Expansion pursuant to a subordination agreement, that the Company and such September 2021 Purchaser entered into with NH Expansion on September 3, 2021, in connection with the September 2021 Private Placement (the “Subordination Agreement”).

In connection with each September 2021 Purchase Agreement, the Company entered into a registration rights agreement with the September 2021 Purchasers on September 3, 2021 (the “Registration Rights Agreement”) pursuant to which the Company has agreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission no later than ninety (90) days following the Closing Date for the registration of 100% of the maximum number of the shares issuable upon conversion of the Notes and exercise of the September 2021 Warrants issued pursuant to such September 2021 Purchase Agreement (the “Registrable Securities”). The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), until all Registrable Securities have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act and otherwise without restriction or limitation pursuant to Rule 144 of the Securities Act, as determined by the counsel to the Company.