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Subsequent Events
12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events

(16) Subsequent Events

EVRYTHNG Acquisition

On January 3, 2022, the Company closed on its acquisition of EVRYTHNG pursuant to the Share Purchase Agreement (“Purchase Agreement”) entered into on November 15, 2021. Upon closing, EVRYTHNG became a wholly owned subsidiary of the Company.

The Company acquired all outstanding shares of EVRYTHNG’s share capital in exchange for aggregate initial consideration consisting of 772 shares of common stock of the Company and warrants to purchase 231 shares of common stock of the Company. The number of warrants issued was determined based on there being approximately $8,500 of closing costs, which includes EVRYTHNG’s outstanding indebtedness, transaction expenses and certain other liabilities, net of EVRYTHNG’s cash on hand at closing. The Company paid $6,931 of the estimated closing costs in January 2022. A portion of the initial consideration was held back by the Company to secure any post-closing adjustments to the initial consideration and the indemnification obligations of the sellers.

The warrants have a per share exercise price of $36.56 and may only be exercised by payment of the exercise price in cash. The number of shares of common stock underlying the warrants and the exercise price of the warrants are subject to adjustment upon the occurrence of certain specified events, including subdivisions and combinations of the Company’s common stock. The warrants will expire on March 27, 2022.

Under the terms of the Purchase Agreement, the Company filed a Registration Statement on Form S-3 with the SEC on January 19, 2022, that became effective on January 28, 2022, covering the resale of the common shares issued and to be issued as consideration to the sellers.

The Company granted replacement equity awards to the holders of unvested EVRYTHNG options, pursuant to the terms of the Purchase Agreement. The replacement equity awards have substantially equivalent economic value and vesting terms as the cancelled unvested options.

The Purchase Agreement provides for additional shares of the Company’s common stock, subject to certain conditions, to be issued in September 2022. The number of additional common shares, before any downward adjustments, is equivalent to $50,000 of the Company’s common stock. The number of additional common shares will be adjusted downward if EVRYTHNG fails to meet its Product Annual Recurring Revenue target of $10,000 by February 28, 2022, and/or if the Company’s average stock price during the applicable measurement period is higher than its stock price as of the closing of the EVRYTHNG acquisition. The number of additional shares that may be issued is described in more detail in Item 1.01 of the Current Report on Form 8-K that the Company filed with the SEC on November 15, 2021 describing the Purchase Agreement.

Sublease and Lease Extension 

On February 4, 2022, the Company entered into a sublease agreement and lease extension agreement on a facility in Beaverton, Oregon in order to move the Company’s principal corporate offices. The new facility is approximately 65,500 square feet in size. The term of the sublease and lease extension runs through September 2030, with rent payments totaling $8.8 million plus operating expenses, payable in monthly installments. The first 26 months of rent payments and operating expenses are abated to cover the remaining term of the Company’s existing corporate office lease.