Stockholders Equity |
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| 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 September 30, 2021 and December 31, 2020. No shares of preferred stock were issued or are outstanding as of September 30, 2021 and December 31, 2020. Common Stock The Company has authorized 67.5 million shares of common stock, $0.001 par value per share as of September 30, 2021 and December 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 (the “Board”). 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 nine months ended September 30, 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 1,088,053 shares of its Class A Common Stock, at an offering price of $11.00 per share, for gross proceeds to the Company of $12.0 million and net proceeds of $11.5 million. During the three months ended September 30, 2021, the Company paid a second tranche of share issuance fees in the amount of $240,000 in connection with the private placements, issued and sold to certain accredited investors. 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 September 30, 2021 and December 31, 2020, there were 3,615,128 and 2,416,866 shares of Class A Common Stock outstanding, respectively. During the nine months ended September 30, 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 205,114 shares of its Class A Common Stock, at an offering price of $11.00 per share, for net proceeds to the Company of $2.2 million. As of September 30, 2020 there were 1,935,046 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 six members of the Board, 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 September 30, 2021 and December 31, 2020, there were 81,198 shares of Class B Common Stock outstanding. On November 1, 2021, 81,198 shares of Class B Common Stock were converted into 81,198 shares of Class A Common Stock. Warrants As of September 30, 2021, the Company had no outstanding warrants. The Class W-1 and Class W-2 warrants, (together, the “Warrants”) were issued by the 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 period December 31, 2020 through September 30, 2021 is as follows:
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