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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2022
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 20 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date these financial statements were issued. The Company determined there were no events, other than as described below, that required disclosure or recognition in these financial statements.

 

Registered Direct Offering

 

On February 1, 2023, we entered into a securities purchase agreement (the “RDO Purchase Agreement”) providing for the sale and issuance by the Company to a single institutional investor of 3,971,000 shares (the “Shares”) of the Company’s common stock at an offering price of $0.85 per Share in a registered direct offering pursuant to the Registration Statement. Concurrently with the sale of the Shares and pursuant to the RDO Purchase Agreement, the Company also sold and issued in a private placement, for no additional consideration to the investor, warrants to purchase up to 3,971,000 shares of the Company’s common stock (the “Warrants”). The gross proceeds to the Company from the offerings were approximately $3.4 million before deducting the placement agent’s fees and related offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants. The Company intends to use the net proceeds of the offering for working capital and general corporate purposes. The sale of the Shares pursuant to the RDO Purchase Agreement has reduced the amount of securities that we may sell in a primary offering pursuant to the Registration Statement, including pursuant to the ATM Agreement.

               Company’s Officer Changes

 

               Mark A. Hess, the former Chief Executive Officer of the Company, resigned from his officer positions with the Company and its subsidiaries effective February 10, 2023.

 

The Board of Directors appointed William A. Coskey, P.E., the Company’s Chairman of the Board of Directors, as the Company’s Executive Chairman effective February 7, 2023.

 

               Roger Westerlind, the former President of the Company, was terminated effective March 17, 2023.

 

               Revolving Credit Facility

 

               On March 27, 2023, the Company modified the Revolving Credit Facility agreement which reduced our credit limit and outstanding borrowings to $0.9 million.

 

               Priority Agreement

 

               On March 27, 2023, the Company entered into an invoice factoring agreement. The agreement provides the flexibility to receive funds early for a subset of customers at a discount rate of 2.75% to 8.25% depending on the length of payment terms with the customer.