Depends as far as I know on number of shareholders of record, which recent crowd funding legislation I do not know current amount allowed, used to be 500.Many company's I have seen de-register using sharehodlers of recod.
Per OTC markets the number of shareholders of record is 112
The de-registration sometimes a path a company may follow to reduce further scrutiny.
I thimk it is a distinct possibility. You are correct it probably would violate convertible loan covenants, but if they get on th SEC radar sceen they may be sunk anyway as unlikely any more convertible money would come in at that point.