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Stockholders' Equity

6 Months Ended

Sep. 30, 2020

Equity [Abstract]

Stockholders' Equity

Note 16 — Stockholders' Equity

Issuance of Common Stock in Public Offerings

In August 2020, the Company and Mani Brothers 9200 Sunset (DE), LLC, the landlord of its principal executive offices in West Hollywood, entered into the Occupancy Agreement. Pursuant to the agreement, the Company issued to MBRG Investors, LLC as the designee of the landlord 95,436 shares of the Company's shares of common stock, at a price per share of $4.14, in full satisfaction of the Company's payment obligation of approximately $0.4 million to the landlord, which is included in shares issued to consultants and vendors on the Condensed Consolidated Statement of Stockholders Equity (Deficit).

The offering of these shares was made pursuant to the Shelf S-3 and prospectus supplement related to the offering, which was filed with the SEC on August 11, 2020, and the final settlement and issuance of these shares occurred on August 11, 2020.

In July 2020, the Company issued directly to a certain institutional investor and another investor a total of 1,820,000 shares of the Company's common stock for net cash consideration of approximately $7.1 million at a price per share of $4.14. The offering of the shares was made pursuant to the Shelf S-3 and a prospectus supplement related to the offering filed with the SEC on July 23, 2020.

On July 25, 2019, in a registered direct public offering, the Company entered into securities purchase agreements with certain institutional investors pursuant to which the Company sold a total of 5,000,000 shares of its common stock at a price per share of $2.10. The gross proceeds to the Company were $10.5 million. The net proceeds of the offering to the Company were $9.5 million, after deducting placement agent fees and other offering expenses totaling $1.0 million paid by the Company.

Issuance of Restricted Shares of Common Stock for Services to Consultants and Vendors

During the six months ended September 30, 2020, the Company issued 3,344,030 shares of its common stock valued at $10.5 million to certain Company consultants and vendors which includes the shares issued to MBRG Investors, LLC and the shares issued to a certain music partner. Additionally, the Company incurred $0.8 million in accounts payable and accrued liabilities for stock earned by its consultants, but not yet issued. During the three months and six months ended September 30, 2020, the Company recorded $9.0 million and $10.5 million, respectively, of expense related to stock issuances to its consultants. The remaining unrecognized compensation cost of $0.2 million is expected to be recorded over the next year as the shares vest.

During the six months ended September 30, 2019, the Company issued 559,586 shares of its common stock valued at $2.5 million to certain Company consultants and vendors. Additionally, the Company has $0.3 million in Accounts Payable and accrued liabilities for stock earned by its consultants, but not yet issued. During the three and six months ended September 30, 2019, the Company recorded $0.2 million and $0.4 million, respectively, of expense related to stock issuances to its consultants. The remaining unrecognized compensation cost of approximately $0.5 million is expected to be recorded over the next year as the shares vest.

Warrants

The table below summarizes the Company's warrant activities during the six month's ended September 30, 2020:

		Number of Warrants				Weighted Average Exercise Price				Weighted- Average Remaining Contractual Term (in years)
Balance outstanding, March 31, 2020			167,363			$	4.01				0.94
Granted			-				-				-
Exercised			-				-				-
Forfeited/expired			-				-				-
Balance outstanding, September 30, 2020			167,363			$	4.01				0.69
Exercisable, September 30, 2020			167,363			$	4.01				0.69

At September 30, 2020, the intrinsic value of warrants outstanding and exercisable was $0.

Issuance of Common Stock to Certain Music Partner

In July 2020, the Company issued to a certain music licensor 2,415,459 shares (the "Shares") of its common stock at a price of $4.14 per share, to satisfy the Company's payment obligation in the amount of $10.0 million owed to such music licensor (the "Threshold Amount"). In the event that the value of the Shares as of September 30, 2020 is less than the Threshold Amount, the Company agreed to make an additional cash payment to such music licensor in an amount equal to the difference between (i) the Threshold Amount and (ii) the sum of (x) the net proceeds of any sales of the Shares by the music licensor plus (y) the aggregate value of the Shares not sold by the music licensor as of such date. As of September 30, 2020, the Company had accrued $3.1 million related to additional cash payment required. The shares were issued pursuant to the Shelf S-3 and a prospectus supplement related to the offering of these shares filed with the SEC on July 22, 2020. The Company did not receive any cash proceeds from the offering of these shares.

In June 2020, the Company entered into a new two-year license agreement with a certain music partner which owns and license rights to Slacker to certain sound recordings. Pursuant to this agreement, the Company agreed to certain minimum yearly guarantee payments and issued 264,000 shares of its common stock to such music partner in consideration of all payments due to the music partner prior the date of the agreement.

2016 Equity Incentive Plan

On September 17, 2020, our stockholders approved the amendment to the 2016 Equity Incentive Plan, as amended to increase the number of shares available for issuance under the plan by 5,000,000 shares.