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STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 11 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

Shelf Registration Statement on Form S-3 and At-The-Market Offering Agreement

 

On February 11, 2022, the Company entered into an At-The-Market Offering Agreement, or sales agreement, with H.C. Wainwright & Co., LLC relating to shares of the Company’s common stock. In accordance with the terms of the sales agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $750,000 from time to time through Wainwright acting as its sales agent. As of June 30, 2023, the Company has sold 70,264,987 shares of common stock for an aggregate purchase price of $590,321, net of offering costs, pursuant to this At-The-Market Offering Agreement.

 

 

Common Stock Warrants

 

A summary of the Company’s issued and outstanding stock warrants and changes during the period ended June 30, 2023 is as follows:

 

 SUMMARY OF OUTSTANDING STOCK WARRANTS

   Number of Warrants   Weighted Average Exercise Price   Weighted Average Remaining Contractual Life (in years) 
Outstanding as of December 31, 2022   324,375   $25.00    2.5 
Issued   —    0.00    0.0 
Expired   —    0.00    0.0 
Exercised   —    0.00    0.0 
Outstanding as of June 30, 2023   324,375   $25.00    2.0 

 

Restricted Stock

 

A summary of the restricted stock award activity (represented by restricted stock units (“RSUs”)) for the six months ended June 30, 2023 is as follows:

 

SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY

   Number of Units   Weighted Average Grant Date Fair Value 
Nonvested at December 31, 2022   1,255,648   $22.60 
Granted   3,112,759    8.55 
Vested   (520,743)   18.90 
Nonvested at June 30, 2023   3,847,664   $11.73 

 

Series A Preferred Stock

 

On June 5, 2023, the Company entered into a securities purchase agreement for the purchase of 15,000 shares of Series A redeemable convertible preferred stock. On June 8, 2023, upon closing of the offering, the Company issued 15,000 shares of Series A Preferred Stock for total gross proceeds of $14,286 before deducting the placement agent’s fees and other estimated offering expenses. Each share of Series A Preferred Stock had a purchase price of $952.38, representing an original issue discount of approximately 5% of the $1,000 stated value of each share. Each share of Series A Preferred Stock is convertible into shares of the Company’s common stock at an initial conversion price of $14.52 per share, at the option of the holder, at any time following the Company’s receipt of stockholder approval for an increase in its authorized shares of common stock. The Company will be permitted to compel conversion of the Series A Preferred Stock after the fulfillment of certain conditions and subject to certain limitations.

 

The Series A Preferred Stock permits the holders thereof to vote together with the holders of the Company’s common stock on a proposal to increase the authorized shares of the Company’s common stock at an annual or special meeting of the Company’s stockholders. The Series A Preferred Stock permits the holder to cast 500,000 votes per share of Series A Preferred Stock on such proposal. The Series A Preferred Stock will not be permitted to vote on any other matter. The holders of the Series A Preferred Stock agreed not to transfer their shares of preferred stock until after the meeting of Company stockholders. The holders of the Series A Preferred Stock agreed to vote their shares on such proposal in the same proportions as the shares of common stock. The holders of the Series A Preferred Stock have the right to require the Company to redeem their shares of preferred stock for cash at 105% of the stated value of such shares commencing after the earlier of the Company’s stockholders’ approval of the authorized share increase and 90 days after the closing of the issuance of the Series A Preferred Stock and until 120 days after such closing.

 

 

The Series A Preferred Stock was recorded outside of stockholder’s equity as mezzanine equity. At June 30, 2023, the Company increased the carrying value of Series A Preferred Stock to its redemption value and recorded the difference to additional paid-in capital. This method treats the end of the reporting period as if it were also the redemption date for the security.