[1]

During the third quarter of 2022, Banyan requested and we agreed to undergo a public stock offering to facilitate the Company’s redemption of a portion of the SPO acquisition warrants. On August 12, 2022, we completed a registered public offering for 4,048,000 shares of our common stock at an offering price of $17.85 per share (the Offering), resulting in gross proceeds, before underwriting and offering expenses, of approximately $72.3 million. The offering was conducted pursuant to our Registration Statement on Form S-3, File No. 333-234686, including a prospectus relating to our shelf securities dated July 20, 2021, as supplemented by the preliminary and final prospectus supplements relating to the Offering, dated August 9, 2022, filed with the SEC. We used the net proceeds from the Offering, totaling $70.6 million (after expenses), to redeem from Banyan 4,048,000 SPO acquisition warrants, which we subsequently cancelled.

[2]

The Share Purchase Agreement for SPO included a provision under which the former parent of SPO agreed to indemnify us for certain liabilities and could settle these liabilities, at their option, with cash or SPO acquisition warrants. This provision caused the SPO acquisition warrants to be classified as liabilities which requires a mark to market valuation primarily based on the change in our share price at each reporting period. Absent this provision, the SPO acquisition warrants would have been classified as equity in our balance sheet with the value included in additional paid in capital. On June 24, 2022, we amended the Share Purchase Agreement revising the provision to require our consent to use the warrants to satisfy any indemnity liabilities. We recognized a loss associated with the mark to market adjustment on June 24, 2022 totaling $14.2 million based on the share price of $21.83 per share on June 24, 2022 compared to the Merger Date share price of $20.08 per share. The SPO acquisition warrants were reclassified from liabilities to additional paid in capital at the adjusted amount of $176.8 million.

[3]

Under the indemnification provisions of the SPA and the SPA Amendment, Banyan requested that we allow them to settle approximately $1.0 million in indemnified liabilities by surrendering the equivalent value in SPO acquisition warrants. We granted Banyan’s request, and during the third quarter of 2022, settled the agreed upon indemnification liability in exchange for the surrender of 48,701 SPO acquisition warrants that we subsequently cancelled.