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Subsequent Events
3 Months Ended
Mar. 31, 2022
Subsequent Events  
Subsequent Events

Note 13. Subsequent Events

 

On April 12, 2022, Infinite Group, Inc. (the “Company”), as borrower, entered into a financing arrangement (the “Talos Loan”) with Talos Victory Fund, LLC (the “Talos”), a Delaware limited partnership. In exchange for a promissory note, Talos agreed to lend the Company $296,000, which bears interest at a rate of eight percent (8%) per annum, less $29,600 original issue discount. Under the terms of the Talos Loan, amortization payments are due beginning August 12, 2022, and each month thereafter with the final payment due on April 12, 2023. Additionally, in the event of a default under the Talos Loan or if the Company elects to pre-pay the Talos Loan, the Talos has the right to convert any portion or all of the outstanding and unpaid principal and interest into fully paid and non-assessable shares of the Company’s common stock at a conversion price of $0.10 per share. The conversion price is subject to adjustment under certain circumstances, including issuances of Company common stock below the conversion price. The Company is not required to issue additional shares to Talos in the event an adjustment to the conversion price occurs. Except for the option to convert the note in the event of a pre-payment, there is no pre-payment penalty associated with the promissory note. The Talos Loan is subject to customary events of default, including cross-defaults on the Talos Loan agreements and on other indebtedness of the Company, violations of securities laws (including Regulation FD), and failure to issue shares upon a conversion of the note. Amounts due under the Talos Loan are subject to a 15% penalty in the event of a default. As additional consideration for the financing, the Company issued Talos a 5-year warrant to purchase 740,000 shares of Company common stock at a fixed price of $0.16 per share, subject to price adjustments for certain actions, including dilutive issuances, representing 40% warrant coverage on the principal amount of the Talos Loan. The Company has granted the Talos customary “piggy-back” registration rights with respect to the shares issuable upon conversion of the promissory note and exercise of the warrant. No material relationship exists between the Company or its affiliates and Talos.

 

J.H. Darbie & Co., Inc. (“Finder”), a registered broker-dealer, acted as a finder in connection with the Talos Loan, and was paid a cash fee of $11,320 (4.25% of the gross proceeds of the Talos Loan) and issued a 5-year warrant to purchase 97,125 shares of Company common stock at a fixed price of $0.192 per share (120% of the exercise price of the warrant issued in connection with the Talos Loan), subject to price adjustments for certain actions, including dilutive issuances, representing 7% warrant coverage on the gross proceeds of the Talos Loan. The Company has granted the Finder customary “piggy-back” registration rights with respect to the shares issuable upon exercise of the warrant.

  

The Company entered into a new lease agreement at the existing headquarters location which will commence on June 1, 2022. The term of the agreement is for a period of 84 months. The first year’s rent will be $118,487 and will increase by 2% annually thereafter.

 

On April 29, 2022, Mast Hill Fund, LP elected to exercise in full its warrant to purchase 1,400,000 shares of common stock on a cashless basis per the terms of the warrant agreement dated November 3, 2021. As a result of the cashless exercise, an aggregate of 860,241 shares were issued to Mast Hill Fund, LP.