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Warrant Issuances
12 Months Ended
Dec. 31, 2021
Warrant Issuances [Line Items]  
Warrant Liabilities [TextBlock]

11.  Warrant Issuances

 

On June 4, 2020, the Company entered into a Contract Manufacturing Agreement (the “CMA”) with Craftsmen Industries Inc. (“Craftsmen”), which commenced June 15, 2020.  As of October 15, 2021, the Company and Craftsmen agreed upon a termination of the CMA.  Under the CMA, Craftsmen manufactured and supplied goods and provided all necessary labor, materials, management expertise, and oversight necessary to manufacture the goods at the Company’s manufacturing facility located in Hazelwood, Missouri.  The Company provided Craftsmen assistance to the manufacturing process, the technical details as well as the amount of goods to be produced.  The CMA provided that all payments owed by the Company to Craftsmen under the CMA are secured by a second lien on company assets and had been guaranteed by Unilumin USA LLC (“Unilumin USA”) through December 31, 2020.  Unilumin USA is wholly owned by Unilumin North America, who owns 52.0% of the Company’s outstanding Common Stock and beneficially owns 53.7% of the Company’s outstanding Common Stock.  In connection with the Unilumin Guarantee in the CMA, the Company issued warrants (the “Warrants”) to purchase 500,000 shares of the Company’s Common Stock to Unilumin USA at an exercise price of $1.00 per share.  The Warrants are exercisable until June 4, 2024.  The Company calculated the fair value of the Warrants as $94,000 utilizing the Black-Scholes method, using a volatility of 151% and a risk free rate of 0.28%.  The Company recorded an expense of $94,000 in general and administrative expenses in June 2020.

 

On December 31, 2020, certain current and former directors agreed to forgo $1.1 million of directors’ fees owed to them in exchange for warrants to purchase 1.1 million shares of the Company’s Common Stock at an exercise price of $1.00 per share (the Director Warrants”).  The Director Warrants are exercisable until December 31, 2024.  The Company calculated the fair value of the Warrants as $148,000 utilizing the Black-Scholes method, using a volatility of 158% and a risk free rate of 0.27%.  The Company recorded a gain of $937,000 on the exchange in general and administrative expenses in December 2020.

 

On June 11, 2018, in connection with a Subordinated Secured Promissory Note (the “SMI Note”), the Company issued SM Investors, L.P. (“SMI”) a three-year warrant to purchase 82,500 shares of Common Stock at an exercise price of $0.01 per share.  On June 11, 2021, this warrant expired unexercised.

 

On June 11, 2018, in connection with a Subordinated Secured Promissory Note (the “SMII Note”) with SM Investors II, L.P. (“SMII”), the Company issued SMII a three-year warrant to purchase 167,500 shares of Common Stock at an exercise price of $0.01 per share.  On June 11, 2021, this warrant expired unexercised.

 

On April 23, 2015, the Company entered into a credit agreement with BFI Capital Fund II, LLC (“BFI”) for a $1.5 million credit line, which was repaid in full prior to 2016.  In connection with the agreement, the Company also issued BFI a 5-year warrant to purchase 10,000 shares of Common Stock at an exercise price of $12.00 per share.  On April 23, 2020, this warrant expired unexercised.