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PREFERRED STOCK LIABILITY | 6 Months Ended
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Jun. 30, 2023
Equity [Abstract] |
PREFERRED STOCK LIABILITY | 16. PREFERRED STOCK LIABILITY March 28, 2023 Security Purchase Agreement On March 28, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company sold, in a private placement (the “Offering”), an aggregate of 100,000 shares of its preferred stock, with each such share having a stated value of $100.00 and consisting of (i) 83,000 shares of Series E Convertible Preferred Stock (the “Series E Preferred Stock”), (ii) 1,000 shares of Series F Convertible Preferred Stock (the “Series F Preferred Stock”) and (iii) 16,000 shares of Series G Convertible Preferred Stock (the “Series G Preferred Stock” and collectively, the “Preferred Shares”). The Preferred Shares are convertible into shares of the Company’s common stock at the option of the holders and, in certain circumstances, by the Company. The purchase price of the Series E Preferred Stock and the Series F Preferred Stock was paid for by the Investors’ canceling outstanding secured promissory notes in the principal amount of $8.4 million, whereas the purchase price of the shares of Series G Preferred Stock consisted primarily of accrued but unpaid interest on these notes. The Company recorded a loss on extinguishment of debt of $0.1 million related to the transaction. The Preferred Shares have been classified as a liability as they embody an unconditional obligation to transfer a variable number of shares, based on a fixed monetary amount known at inception. The Company elected the fair value option to record the Preferred Shares with changes in fair value recorded through earnings. In June 2023, the Investors converted 1,000 shares of Series F Preferred Stock and 1,792 shares of Series G Preferred Stock into an aggregate of 37,493 shares of the Company’s common stock. During the six months ended June 30, 2023, the Company recorded a loss of $91,000 on the conversions of Series F Preferred Stock and Series G Preferred Stock. Preferred stock liability at June 30, 2023 was comprised of the following:
Schedule of preferred stock liability |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred Type |  | Shares |  |  | Conversion Price |  | Stated Value |  |  | Fair Value |
Series E Convertible Preferred Liability |  |  | 83,000 |  |  | See below* |  | $ | 8,300,000 |  |  | $ | 7,055,000 |
Series G Convertible Preferred Liability |  |  | 14,208 |  |  | See below* |  |  | 1,421,000 |  |  |  | 1,208,000 |
Total |  |  | 97,208 |  |  |  |  | $ | 9,721,000 |  |  | $ | 8,263,000 |
| * | Each Preferred Share is convertible into such number of shares of the Company’s common stock equal to the stated value per share divided by the conversion price, which is equal to 85% of the closing sale price of the common stock on the trading day prior to the date of conversion, subject to a floor price of $0.10, which floor price is not affected by the recently consummated reverse split.
The following table summarizes the changes in the Company’s preferred stock liability for the six months ended June 30, 2023:
Schedule of changes in preferred stock liability |  | Preferred Stock Liability |
Balance at December 31, 2022 |  | $ | - |
Preferred stock issued upon extinguishment of debt |  |  | 8,500,000 |
Conversion of preferred stock to common stock |  |  | (328,000 | )
Change in fair value |  |  | 91,000 |
Balance at June 30, 2023 |  | $ | 8,263,000 |
Subsequent Event – Exchange of Preferred Shares for Secured Debt and Assignment of Secured Note In August 2023, the Company and the Investors entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which the Investors exchanged all of their Preferred Shares as well as their demand notes (the “Demand Notes”) with each Demand Note having a principal outstanding amount of approximately $0.8 million for two new 10% Secured OID Promissory Notes (the “Exchange Notes”), each with a principal face amount of $5.3 million, for an aggregate of amount owed of $10.5 million (the “Principal Amount”). The Company and Milton “Todd” Ault, III, the Company’s Executive Chairman, entered into guaranty agreements with the Investors guaranteeing Ault & Company’s repayment of the Exchange Notes. Further, the Company assigned the Exchange Notes to Ault & Company. As consideration for Ault & Company assuming the Exchange Notes from the Company, the Company issued a 10% demand promissory note in the principal face amount of $10.5 million to Ault & Company.

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- Definition The entire disclosure for terms, amounts, nature of changes, rights and privileges, dividends, and other matters related to preferred stock. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent + Details
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