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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13. SUBSEQUENT EVENTS

 

Nasdaq notice regarding stockholders’ equity requirement

 

On March 3, 2023, we received a letter from Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. At December 31, 2022, we reported stockholders’ equity of $1,787,751, and, as a result, we do not currently satisfy Listing Rule 5550(b)(1). Nasdaq allowed us a period of 45 calendar days from the date of the letter, or until April 17, 2023, to submit a plan to regain compliance with the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). We submitted such a plan to Nasdaq on April 12, 2023.

 

On April 20, 2023, the Company received a letter from Nasdaq granting us an additional 180-day period, or until August 30, 2023, to regain compliance with Nasdaq Listing Rule 5550(b)(1).

 

Unsecured Note Financing

 

In May 2023, the Company entered into a securities purchase agreement for the sale of up to $2.3 million in 8% unsecured notes payable with a 12-month maturity. The notes have an original-issue-discount of 15%. In connection with this note issuance, the Company will issue warrants to purchase shares of common stock, in addition to shares of common stock as a commitment fee.

 

On May 16, 2023, the Company issued the first tranche of the notes payable in the principal amount of approximately $1,437,500 and received $1,250,000, net of original-issue-discount. In connection with the first tranche closing, the Company issued 1,232,156 common stock warrants with a five-year term and an initial exercise price of $0.6262 per share, subject to adjustment.

 

The notes may be repaid before maturity without penalty. If the Company completes one or more qualified offerings of securities exceeding $4 million of proceeds, then the Company will be required to apply 50% of the offering proceeds over $4 million to retire outstanding notes.

 

Upon the occurrence of an event of default, the interest rate on the notes increases to 15%, and the notes become redeemable by the investor at a redemption premium of 25%.

 

In connection with the first tranche closing, the Company will issue 339,360 shares of common stock to the investors as a commitment fee, and pre-funded warrants for 54,349 shares of common stock to its placement agent as a placement agent fee.

 

Pursuant to a related registration rights agreement, the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “Registration Statement”) relating to the resale by the investors of (i) all of the commitment shares, and (ii) all of the shares of Common Stock issuable upon the exercise of the warrants 30th day following the first tranche closing.

 

The Company expects the combined tranche financing of $2,000,000 should fund operations for approximately four months, into the third quarter of 2023.

 

Nasdaq notice regarding compliance with the $1.00 Minimum Bid Price requirement 

 

On June 15, 2023, the Nasdaq staff (the “Staff”) notified the Company that the Company had regained compliance with the Minimum Bid Price Requirement based on the closing bid price of the Company’s common stock having been at $1.00 per share or greater for the 10 consecutive business days from June 1, 2023, to June 14, 2023.