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Liquidated Damages Payable

12 Months Ended

Dec. 31, 2024

14. Liquidated Damages Payable

Liquidated damages were recorded as a result of the Registration Rights Damages and the Public Information Failure Damages.

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

Summary of Liquidated Damages

	As of December 31, 2024
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		566		574		796		1,936
Convertible debentures ⁽²⁾		-		144		89		233
Series J convertible preferred stock (2)		152		152		165		469
Series K convertible preferred stock (2)		166		70		341		577
Total	$	899	$	940	$	1,391	$	3,230

(1)	Shares of common stock issuable to MDB Capital Group, LLC (“MDB”) (see Common Stock to be Issued in Note 20).
(2)	Represents previously issued and converted debt or equity securities.

	As of December 31, 2023
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H Preferred Stock		565		574		659		1,798
Convertible debentures (2)		-		144		72		216
Series J convertible preferred stock (2)		152		152		129		433
Series K convertible preferred stock (2)		166		70		226		462
Total	$	898	$	940	$	1,086	$	2,924

(1)	Shares of common stock issuable to MDB.
(2)	Represents previously issued and converted debt or equity securities.

As of December 31, 2024 and 2023, the short-term liquidated damages payable were $3,230 and $2,924, respectively. The Company will continue to accrue interest on the liquidated damages balance at 1.0% per month based on the balance outstanding as of December 31, 2024, or $3,230, 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 December 1, 2023, the Company entered into a waiver of liquidated damages and release of claims, where B. Riley, a principal stockholder at the time, relinquished any claims to liquidated damages and accrued interest thereon amounting to $3,497, which resulted in a gain on forgiveness of debt. Given this transaction was with a related party and in connection with other contemporaneous transactions with another principal stockholder, Simplify (further described in Note 25), the gain of $3,497 was recorded within additional paid-in capital on the consolidated statement of stockholders’ deficiency.

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 issued 47,252 shares of its common stock, in satisfaction of the liquidated damages, 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 $499 owed in liquidated damages as of the conversion date. 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. During the year ended December 31, 2024, the Company recorded $499 in connection with the issuance of shares of the Company’s common stock on the consolidated statements of stockholders’ deficiency (further details are provided under the heading Common Stock for Liquidated Damages in Note 20).

Information with respect to the liquidated damages recognized on the consolidated statements of operations and comprehensive loss is provided in Note 22.

During the years ended December 31, 2024 and 2023, the Company recorded liquidated damages of $306 and $583 (including accrued interest of $306 and $583), respectively.