v3.22.1

Related Party Transactions | 12 Months Ended
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Dec. 31, 2021
Related Party Transactions |
Related Party Transactions | Note 13 – Related Party Transactions The Company occupies a portion of commercial office space that is leased by Peter Cohen LLC, which provides the space to the Company at cost on a month-to-month basis for approximately $6,000 per month. There is no security deposit associated with this agreement. The Company paid approximately $69,000 and $79,000 to Mr. Cohen during the years ended December 31, 2021 and 2020, respectively. This sub-lease agreement was subsequently terminated in April 2022. In December 2020, the Company entered into a subscription agreement at an offering price of $11.00 per share, with Cacti Asset Management, LLC, controlled by board member Joshua Pechter, for 18,182 shares of Class A Common Stock in exchange for $200,002 cash. In January 2021, the Company sold 454,546 shares to Valuequest Partners, LLC for gross proceeds to the Company of $5.0 million. Valuequest Partners, LLC maintains the Company’s board member William Greenblatt as a board member. In January 2021, the Company entered into a subscription agreement at an offering price of $11.00 per share with The Brandon T. Greenblatt, 2015 Trust, The Maggie S. Greenblatt, 2015 Trust, and The Steven J. Greenblatt 2015 Trust for 109,090 shares of Class A Common Stock each in exchange for an aggregate of $1,199,990 cash. The trusts are affiliated with Interim Chief Executive Officer and board member William Greenblatt. In February 2021, the Company and each of Blumenthal Family Investment Joint Venture, L.P. and The Peter A. Cohen Revocable Trust (the “Warrant Holders”) entered into Warrant Cancellation Agreements in order to terminate the Warrants and to refund the Warrant Holders the original purchase price for the Warrants. The Warrant Holders were an entity controlled by an advisor, an officer of the Company and an entity controlled by an officer, respectively. In February 2021, the Company entered into a subscription agreement at an offering price of $11.00 per share, with Cacti Asset Management, controlled by board member Joshua Pechter, for 18,182 shares of Class A Common Stock in exchange for $200,000 cash. In February 2021, the Company entered into a subscription agreement at an offering price of $11.00 per share, with PENSCO Trust Company Custodian FBO Peter Cohen SEP IRA, on behalf of Peter A. Cohen, for 45,455 shares of Class A Common Stock in exchange for $500,000 cash. In November 2021, Jeffrey C. Piermont resigned as President and Chief Operating Officer of the Company. Upon resignation, Mr. Piermont forfeited each of his outstanding shares of performance restricted stock units (49,481 in total). In connection with the funding of the capital calls for the ANC-Zodega Subsidiaries acquisitions, as described in Note 1, the Company entered into unsecured promissory note agreements with Litton Enterprises Inc. for $1.4 million. The outstanding balance of the promissory note receivable as of December 31, 2021 was approximately $1.2 million. The promissory note agreements bear interest at a rate of WSJ Prime plus 7.0%, payable semiannually. The Company recognized $119,808 in interest income during the year ended December 31, 2021 related to this agreement. The outstanding balance of the promissory note was included as part of the sale of ANC Zodega to Litton Enterprises in April 2022. In connection with the Business Combination, the Company entered into two lease agreements with the minority interest holders of ANC Green Solutions I. The lease agreement is for a period of five years. The Company paid $51,000 during both the years ended December 31, 2021 and 2020, related to this lease agreement. In connection with the Potters Acquisition, the Company entered into a lease agreement with the minority interest holders of ANC Potter’s. The lease agreement is for a period of three years. The Company paid $42,000 and $38,500 during the years ended December 31, 2021 and 2020, respectively, related to this lease agreement

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 + Details
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