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Note 12 - Related Party Transaction
9 Months Ended
Oct. 31, 2022
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

12. Related Party Transaction

 

In September 2020 we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Agent”). The Co-Chief Executive Officer and Co-President of the Agent is the Non-Executive Chairman of our Board. Pursuant to the Equity Distribution Agreement, the Company may sell up to 500,000 shares of 9.00% Series A Cumulative Preferred Stock, par value $1.00 per share (the “Preferred Stock”) and 5,000,000 shares of $0.01 par value common stock (“Common Stock”) through an at-the-market offering program (the “ATM Offering Program”) administered by the Agent. Under the Equity Distribution Agreement, the Agent is entitled to compensation of up to 2.0% of the gross proceeds from the sale of Preferred Stock and Common Stock under the ATM Offering Program.

 

On  November 12, 2021, the Company issued 432,000 shares of the Series A Preferred Stock, pursuant to an underwriting agreement, dated  November 9, 2021, by and between the Company and Ladenburg Thalmann & Co. Inc. The Co-Chief Executive Officer and Co-President of Ladenburg Thalmann & Co. Inc is the Non-Executive Chairman of the Company’s board of directors. Net proceeds to the Company were approximately $9.5 million and the underwriter received underwriting discounts and commissions totaling approximately $576,000 in connection with this offering. The Non-Executive Chairman of the Company received no portion of these discounts and commissions.

 

During the three- and nine-month periods ended October 31, 2022, the Company sold no shares of Preferred Stock under the ATM Offering Program. During the three- and nine-month periods ended October 31, 2021, the Company sold 26,506 and 211,246 shares of Series A Preferred Stock under the ATM Offering Program, respectfully. Net proceeds from these sales for the three- and nine-month periods ended October 31, 2021, were approximately $642,000 and $5.1 million, respectively, and the Agent received compensation of approximately $13,000 and $105,000, respectively. The Non-Executive Chairman of the Board received no portion of this compensation.

 

During the three- and nine-month periods ended October 31, 2022, the Company sold no shares of Common Stock under the ATM Offering Program. During nine-month period ended October 31, 2021, the Company sold 18,415 shares of Common Stock under the ATM Offering Program. Net proceeds from these sales for the nine-month period ended October 31, 2021, were approximately $43,000. Compensation to the Agent during this period was approximately $1,000, none of which received by the Non-Executive Chairman of the Board.