Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

Debt

Credit Agreement

On March 17, 2022, the Company closed its $3.0 million credit facility for its Nave and Triton subsidiaries with its primary financial lender. See Note 4 - Accounts Receivable Agreements for more information about the Company's receivables purchase facilities.

Convertible Promissory Notes

In April 2023, the Company entered into securities purchase agreements for the issuance of convertible senior promissory notes (the “April Notes”) with Mast Hill Fund, L.P. (the “Holder”). In the aggregate, the principal balance was $3.0 million, of which the purchase price was $2.8 million, and the original issue discount was $0.2 million. The April Notes have a term of one year and bear interest at a rate of 13% per annum. The Company and its subsidiaries entered into certain Security Agreements, creating a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance, and discharge in full of the Company’s obligations under the April Notes. The April Notes are subject to certain covenants as defined in the securities purchase agreement which includes maintaining its common stock listing status with the Nasdaq Capital Market, and maintaining a minimum market capitalization of $5 million.

In connection with the issuance of the April Notes, the Company issued (i) warrants to purchase 360,000 shares of common stock with an exercise price of $2.50 exercisable until the five-year anniversary of the closing date, and (ii) a warrant to purchase 288,000 shares of common stock with an exercise price of $1.40 exercisable until the five-year anniversary of the closing date, which warrant shall be cancelled and extinguished against payment of the Notes (together, the “April Warrants”). Additionally, as a commitment fee to the Holder, 72,000 shares of the Company’s common stock were issued in connection with the April Notes. The April Notes also contain a conversion feature which allows the Holder to convert any portion of the outstanding unpaid principal and interest into shares of the Company’s common stock at a conversion price of $2.50 per share. Pursuant to the April Notes, the Company is required to hold an annual shareholders meeting within 90 calendar days after the first date that the Company's common stock traded at a share price below $1.00 during five consecutive trading days. The Company's stock traded below $1.00 for five consecutive days on May 1, 2023. On June 9, 2023, Mast Hill and the Company amended the April Notes and agreed to allow the Company to hold its Annual Shareholder meeting by September 30, 2023. On August 10, 2023 the Company filed a Definitive Proxy Statement for the meeting of shareholders to be held on September 22, 2023.

The conversion feature contained in the April Notes was evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the April Notes and not bifurcated. The April Warrants were evaluated and did not meet the criteria to be classified as derivatives, and accordingly, were recognized as equity instruments at fair value using a Black-Scholes model valuation. The commitment fee shares were earned upon closing, and as such were recognized as equity based on the closing stock price. As of June 30, 2023, the contra-liabilities for the commitment fee and April Warrants were $0.3 million and are amortized to interest expense, the remaining debt issuance costs were $0.3 million, repayments on the April Notes were $0.2 million, and the net outstanding principal balance of the April Notes was $2.2 million.