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Liquidated Damages Payable

3 Months Ended

Mar. 31, 2023

8. Liquidated Damages Payable

Liquidated damages were recorded as a result of the following: (i) certain registration rights agreements provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”).

Obligations with respect to the liquidated damages payable are summarized as follows:

Summary of Liquidated Damages

	As of March 31, 2023 (unaudited)
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		618		626		607		1,851
Convertible debentures		-		704		300		1,004
Series J convertible preferred stock		932		932		580		2,444
Series K convertible preferred stock		306		289		185		780
Total	$	1,871	$	2,551	$	1,672	$	6,094

	As of December 31, 2022
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		618		626		570		1,814
Convertible debentures		-		704		280		984
Series J convertible preferred stock		932		932		525		2,389
Series K convertible preferred stock		437		478		220		1,135
Total	$	2,002	$	2,740	$	1,595	$	6,337

(1)	Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

As of March 31, 2023 and December 31, 2022, the short-term liquidated damages payable were $5,970 and $5,843, respectively, and the long-term liquidated damages payable were, $124 and $494, respectively. During the three months ended March 31, 2023 a portion of the long-term portion was converted into shares of the Company’s common stock on February 10, 2023, as further described below. The Company will continue to accrue interest on the liquidated damages balance at 1.0% per month based on the balance outstanding as of March 31, 2023, or $5,970, until paid. There is no scheduled date when the unpaid liquidated damages become due. The Series K convertible preferred stock remains subject to Registration Rights Damages and Public Information Failure Damages, which will accrue in certain circumstances, limited to 6% of the aggregate amount invested.

On February 8, 2023, the Company entered into a stock purchase agreement with an investor, where the Company was liable for liquidated damages, pursuant to which the Company agreed to the issue 47,252 shares of its common stock at a price equal to $10.56 per share (determined based on the volume-weighted average price of the Company’s common stock at the close of trading on the sixty (60) previous trading days), to the investor in lieu of an aggregate of $494 owed in liquidated damages as of the conversion date. On February 10, 2023 and April 10, 2023, the Company issued 35,486 and 11,766 shares of its common stock, respectively, in satisfaction of the liquidated damages. The Company prepared and filed a registration statement covering the resale of these shares of the Company’s common stock issued in lieu of payment of these liquidated damages in cash. On February 10, 2023, the Company recorded $324 in connection with the issuance of shares of the Company’s common stock and a gain of $46 on the settlement of the liquidated damages, totaling $370, which was recorded in additional paid-in capital on the condensed consolidated statement of stockholders’ deficiency.

Further details subsequent to the date of these condensed consolidated financial statements were issued are provided under the heading Liquidated Damages in Note 19.