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Subsequent Events
9 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
Subsequent Events

Note 16. Subsequent Events

Series A Preferred Stock

On October 21, 2022, the Company entered into a Purchase Agreement (the "Purchase Agreement") with Ann Hanham, Ph.D., the Chair of the Company's Board of Directors ("Purchaser"), pursuant to which the Company agreed to issue and sell one share of the Company's newly designated Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred"), to the Purchaser for a purchase price of $100.00. The closing of the sale and purchase of the share of Series A Preferred was completed on October 21, 2022.

Pursuant to the Purchase Agreement, the Purchaser has agreed to cast the votes represented by the share of Series A Preferred on any Reverse Stock Split Proposal in the same proportion as shares of common stock are voted (excluding any shares of common stock that are not voted, whether due to abstentions, broker non-votes or otherwise) on such proposal; provided, however, that unless and until at least one-third of the outstanding shares of common stock on the record date established for the meeting of stockholders at which the Reverse Stock Split Proposal is presented are present in person or represented by proxy at such meeting, the Purchaser will not vote the share of Series A Preferred on such Reverse Stock Split Proposal. A "Reverse Stock Split Proposal" means any proposal approved by the Company's Board of Directors (the "Board of Directors") and submitted to the stockholders of the Company to adopt an amendment, or a series of alternate amendments, to the Company's Amended and Restated Certificate of Incorporation to combine the outstanding shares of common stock into a smaller number of shares of common stock at a ratio specified in or determined in accordance with the terms of such amendment or series of alternate amendments.

The Company also filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the "Series A Certificate of Designation") with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Series A Preferred. The Certificate of Designation provides that the share of Series A Preferred will have 300,000,000 votes but has the right to vote only on any Reverse Stock Split Proposal as outlined in the Purchase Agreement. The share of Series A Preferred will vote together with the outstanding shares of the common stock as a single class on any Reverse Stock Proposal and has no other voting rights, except as may be required by the General Corporation Law of the State of Delaware.

The Series A Preferred is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or other winding up of the Company pursuant to which assets of the Company or consideration received by the Company are to be distributed to the stockholders, the holder of the Series A Preferred will be entitled to receive, before any payment is made to the holders of common stock by reason of their ownership thereof, an amount equal to $100.00. The share of Series A Preferred shall be entitled to receive dividends on a pari passu basis with the outstanding shares of common stock and may not be transferred at any time prior to stockholder approval of a Reverse Stock Split Proposal without the prior written consent of the Board of Directors.

The outstanding share of Series A Preferred shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Preferred Stock will receive consideration of $100.00 in cash.