v3.21.1

Stockholders Equity | 3 Months Ended
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Mar. 31, 2021
Stockholders Equity |
Stockholders Equity | Note 10 – Stockholders Equity Preferred Stock The Company is authorized to issue 5.0 million shares of preferred stock, par value $0.001 as of March 31, 2021and March 31, 2020. No shares of preferred stock were issued or are outstanding as of March 31, 2021 and March 31, 2020. Common Stock The Company has authorized 67.5 million shares of common stock, $0.001 par value per share as of March 31, 2021and March 31, 2020, of which 60.0 million shares are designated as Class A Common Stock and of which 7.5 million are designated as Class B Common Stock. Both classes of common stock qualify for and share equally in dividends, if declared by the Company's Board of Directors. In the event of liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of both classes of common stock have equal rights to receive all the assets of the Company, after rights of the holders of the preferred stock, if any, have been satisfied. Class A Common Stock Holders of Class A Common Stock are entitled to one vote per share on matters to be voted upon by stockholders. Holders of Class A Common Stock have no preemptive rights to subscribe for or to purchase any additional shares of Class A Common Stock or other obligations convertible into shares of Class A Common Stock which the Company may issue in the future. All of the outstanding shares of Class A Common Stock are fully paid and non-assessable. Holders of our Class A Common Stock are not liable for further calls or assessments. During the three months ended March 31, 2021, the Company entered into separate subscription agreements with certain accredited investors, pursuant to which the Company, in private placements, issued and sold to the accredited investors an aggregate of 1,075,162 shares of its Class A Common Stock, at an offering price of $11.00 per share, for gross proceeds to the Company of $11.8 million and net proceeds of $11.6 million. In addition, 13,182 shares were issued for vested restricted stock units with a fair market value of $11 per share and total fair value of $0.1 million. As noted in Note 1, the Company purchased an undivided fifty-one percent (51%) interest in all of Zodega Seller’s right, title and interest in and to all of Zodega Seller’s property and assets in consideration for 46,161 shares of the Company’s Class A common stock, with a value of approximately $0.6 million, subject to certain adjustments, as set forth in the Zodega Purchase Agreement. As of March 31, 2021 and December 31, 2020, there were 3,551,371 and 2,416,866 shares of Class A Common Stock outstanding, respectively. During the three months ended March 31, 2020, the Company entered into separate subscription agreements with certain accredited investors, pursuant to which the Company, in a private placement, issued and sold to the accredited investors an aggregate of 187,114 shares of its Class A Common Stock, at an offering price of $11.00 per share, for net proceeds to the Company of $2,035,253. As of March 31, 2020 there were 1,893,718 shares of Class A Common Stock outstanding. Class B Common Stock Holders of Class B Common Stock are entitled to fifty votes per share on matters to be voted upon by stockholders. Holders of our Class B Common Stock are entitled to elect, exclusively and as a separate class, three of the Company's Board of Directors, who may not be removed without cause without the affirmative vote of holders of a majority of the outstanding shares of Class B Common Stock, voting as a separate class. Holders of the Class B Common Stock may, at any time, convert their Class B Common Stock into one share of Class A Common Stock. The Class B conversion ratio is subject to adjustments upon the occurrence of certain events. As of March 31, 2021 and December 31, 2020, there are 81,198 shares of Class B Common Stock outstanding. Warrants As of March 31, 2021, the Company had no outstanding warrants. The Class W-1 and Class W-2 warrants, (together, the "Warrants") were issued by the Successor Company and were fully vested. On February 1, 2021, all outstanding Warrants were terminated and a refund of $75,000 was returned to the Warrant Holders for the original purchase price for the Warrants. A summary of warrant activity during the Successor period October 4, 2019 through March 31, 2021 is as follows:
|  |  |  |  |  |  | Weighted average
|  |  |  |  |  |  | remaining
|  |  |  | Weighted exercise |  | contractual
|  | Warrants |  | price |  | life (in years)
Outstanding as of December 31, 2020 |  | 2,250,000 |  | $ | 13.75 |  |  | 7.70
Forfeited |  | (2,250,000) |  | $ | 13.75 |  |  | —
Outstanding as of March 31, 2021 |  | — |  | $ | — |  | $ | —

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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