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Note 16 - Convertible Notes
12 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Convertible Notes Disclosure [Text Block]

(16)     CONVERTIBLE NOTES

 

On  May 2, 2022, and  May 20, 2022, we issued senior unsecured convertible notes (the “Notes”) to five parties, in the aggregate principal amount of $10 million, with $9 million being issued to related parties affiliated with independent members of our board of directors and the remainder to a non-affiliated party. The Notes were scheduled to mature on  December 29, 2028, and accrue interest at 8% per annum, with interest payable on the date of maturity. Pursuant to the terms of the Notes, the holders of the Notes  may convert the entire principal balance and all accrued and unpaid interest then outstanding during the period beginning  June 1, 2022, and ending on  May 31, 2027, into shares of the Company's common stock at a conversion price the greater of (i) $3.33 and (ii) the 30-day trailing volume-weighted average sales price for the common stock on the Nasdaq Capital Market ending on and including the date on which this Note is converted. At any time on or after  June 1, 2025, we  may, at our option and upon 30 days' written notice provided to the holders, elect to redeem the Notes (in whole and not in part) and the holders shall be obligated to surrender the Notes, at a redemption price equal to 100% of the outstanding principal balance, together with any accrued but unpaid interest thereon to the redemption date. After receipt of such redemption notice from us, the holder  may, at its option, elect to convert the principal balance and accrued interest into the Company's common stock by giving written notice of such election to us no later than 5 days prior to the date fixed for redemption.

 

In  June 2022, the four holders of the $9 million related party notes converted them into 1,965,841 shares of common stock of the Company and the one holder of the $1 million Notes converted it into 231,697 shares of common stock pursuant to the terms of the Notes and their related agreements.

 

On  July 29, 2022, we issued an additional $5 million senior unsecured convertible note to a related party affiliated with an independent member of our board of directors. The Note carries an interest rate of 8% per annum with a maturity date of  December 29, 2028. For the period  August 18, 2022 through  August 17, 2024, the holder has the option to convert the Note into shares of our common stock at a conversion price of $6.254. Beginning  August 18, 2025, we  may elect to redeem the Note and the holder shall be obligated to surrender the note at 100% of the outstanding principal balance together with any accrued unpaid interest.  Upon receipt of the redemption notice from us, the holder  may elect to convert the principal balance and accrued interest into the Company's common stock.

 

On  August 8, 2022, we issued an additional $4 million of senior unsecured convertible notes to related parties affiliated with independent members of our board of directors. The Notes carry an interest rate of 8% per annum with a maturity date of  December 29, 2028. For the period  August 18, 2022 through  August 17, 2024, the holder has the option to convert the Notes into shares of our common stock at a conversion price of $6.254. Beginning  August 8, 2025, we  may elect to redeem the Notes and the holder shall be obligated to surrender the Notes at 100% of the outstanding principal balance together with any accrued unpaid interest.  Upon receipt of the redemption notice from us, the holder  may elect to convert the principal balance and accrued interest into the Company's common stock.

 

On  August 12, 2022, we issued an additional $10 million senior unsecured convertible note to an unrelated party. The Note carries an interest rate of 8% per annum with a maturity date of  December 31, 2026. For the period  August 18, 2022, through the maturity date, the holder has the option to convert the Note into shares of our common stock at a conversion price of $6.15. Beginning  August 12, 2025, we  may elect to redeem the Note and the holder shall be obligated to surrender the Note at 100% of the outstanding principal balance together with any accrued unpaid interest. Upon receipt of the redemption notice from us, the holder  may elect to convert the principal balance and accrued interest into the Company's common stock.

 

The funds received from the issuance of the various Notes described above in this Note 16 were used to provide additional working capital to the Company. The conversion price and number of shares of our common stock issuable upon conversion of the above notes are subject to adjustment from time to time for any subdivision or consolidation of our shares of common stock and other standard dilutive events.