Note 9 - Subsequent Events

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Subsequent Events [Text Block]

9. Subsequent Events

Tellenger, Inc. Acquisition

On

April 7, 2021,

the Company executed and closed a stock purchase agreement to purchase all of the issued and outstanding shares of stock of Tellenger, Inc. (“Tellenger”). The purchase price was

$2.3

million in cash and

68,264

unregistered shares of the Company's stock, valued at

$200,000

for the purposes of the acquisition. Legal fees and other costs specifically related to the Tellenger acquisition in the amount of

$70,530

incurred during the period reported herein were classified as acquisition costs in the Company's Statement of Operations.

Tellenger is primarily engaged in the businesses of cyber security, cloud services, and data analytics services. Tellenger has access to a range of federal government contract vehicles and subcontracts under federal government agencies which include the Department of Homeland Security, the U.S. Department of Agriculture, the Department of Health and Human Services, the U.S. Marine Corps, and the U.S. Census Bureau, among others. Tellenger also performs cloud services for several national

not

-for-profits. Tellenger's processes are appraised at CMMI Level

3,

providing assurance to customers of consistency and quality in their efforts.

Tellenger will continue to operate as a wholly-owned subsidiary until it, with all of its contracts, qualifications, certifications, and clearances, is able to fully integrate into the Company.

Credit Facility

In conjunction with the Tellenger acquisition, on

April 16, 2021,

the Company and Tellenger jointly procured a

$1

million term loan with Summit Community Bank (“Summit”) to assist with post-acquisition cash flow and integration costs. The loan will be repaid with monthly payments consisting of a fixed principal amount plus accrued interest over the course of

two

years at a fixed interest rate of

4.89%.

The Company and Tellenger also replaced the Company's prior revolving line of credit discussed in Note

6

with a

$1

million revolving line of credit from Summit at a variable rate equal to the Prime Rate published in the Wall Street Journal, which is currently

3.25%,

subject to a floor of

3.25%,

with an expiration of

April 16, 2022.

Lease Agreement

The Company is in the process of negotiating an agreement to lease office space into which it will move its corporate offices.  The lease is expected to commence on

July 1, 2021.