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Investments
3 Months Ended
Mar. 31, 2022
Investments [Abstract]  
Investments

Note 7. Investments

 

Short-term Investments – convertible debt securities

Short-term investments consist of a convertible debt investment. The Company entered into an agreement with BORQS Technologies Inc. (“Borqs”) (Nasdaq: BRQS) in February 2021 under which the Company agreed to purchase Senior Secured Convertible Promissory Notes (“Notes”) of Borqs up to an aggregate principal amount of $5 million.  The Company’s purchase of the Notes was a part of a larger transaction in which an aggregate of $20 million in Notes were sold by Borqs in a private transaction to several institutional and individual investors, including the Company.  The Notes become due in February 2023, have an annual interest rate of 8%, are convertible into ordinary shares of Borqs at a 10% discount from the market price, and have 90% warrant coverage (with the warrants exercisable at 110% of the conversion price. The Company received 2,922,078 warrants which had a nominal value on the grant date. One-third of the Notes ($1,666,667) were funded by the Company at the execution of definitive agreements for the transaction, and two-thirds of the Notes ($3,333,333) were purchased and funded upon the satisfaction of certain conditions, including effectiveness of a registration statement that was deemed effective on May 3, 2021 and the Company completed this funding on May 6, 2021.  

 

 

During the year ended December 31, 2021, the Company converted $4,100,000 of the Notes plus accrued interest of $131,760 into 5,960,829 shares of Borqs. The remaining 4,567,321 shares were sold in the Three Months ended March 31, 2022 which resulted in a realized loss of $395 thousand which is reflected in Marketable Securities. The remaining principal amount of the Notes plus accrued interest ($965,096) can be converted into common shares of Borqs at a conversion price of $0.25 per share or 3,863,200 shares. As of March 31, 2022 the Company considered the fair value of the Notes to be equal to the fair value of the stock on March 31, 2022 or $0.219 per share times the number of shares that it could be converted into based on a conversion price of $0.25 or 3,863,200 shares which have a fair value of $845,424.  The fair value of the Notes plus accrued interest are based on their classification as trading securities and as such are reported at fair value. As of March 31, 2022, our re-measurement resulted in an unrealized gain of approximately $288,320 and is included within “Unrealized loss on convertible debt security” in the consolidated statements of operations.

 

Short-term investments in convertible debt securities consist of the following:

 

March 31, 2022

 

 

December 31, 2021

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible note

$

845,424

 

 

$

539,351

 

 

$

1,666,500

 

End of period

$

845,424

 

 

$

539,351

 

 

$

1,666,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2022

 

 

 

 

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

$

539,351

 

 

 

 

 

 

$

-

 

Investment in convertible debt security

 

-

 

 

 

 

 

 

 

1,666,500

 

Accrued interest income on debt security

 

17,753

 

 

 

 

 

 

 

-

 

Unrealized gain on convertible debt security

 

288,320

 

 

 

 

 

 

 

-

 

End of period

$

845,424

 

 

 

 

 

 

$

1,666,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In December 2020, the Company entered into a Loan Agreement (the “Investor Loan Agreement”) with a private investor (“Investor”) pursuant to which the Investor agreed to provide consulting services and make one or more non-recourse loans to the Company in a principal amount of up to the purchase price of the Borqs loan receivables purchased by the Company. The Investor Loan Agreement does not provide a fixed rate of interest, and the Company and Investor agreed to split the net proceeds from the Company sales of the settlement shares, with the Company receiving one-third of the net proceeds after a return of Investor’s principal and the Investor receiving return of principal plus two-thirds of the net proceeds thereafter.

 

As part of that transaction in which funding began in January 2021 and in which transactions occurred during the first three months ended March 31, 2021, the Company recognized a $5.7 million gain on the Borqs loan receivables loan transaction in which we acquired $18.2 million of Borqs debt for $15.5 million and converted the debt into Borqs common stock and subsequently sold such shares for $32.6 million, provided $11.3 million to the Investor and realized a $5.7 million gain. That transaction was completed by March 31, 2021.

 

Note Receivable – related party

On February 1, 2022, LMAO issued an unsecured promissory note to LMFAO Sponsor LLC, pursuant to which LMAO may borrow up to an aggregate principal amount of $500,000 to be used for a portion of LMAO’s expenses. This loan was non-interest bearing, unsecured and due at the earlier of 24 month anniversary or the closing of business combination. As of March 31, 2022, LMAO had drawn down $310,000 under the promissory note with LMFAO Sponsor LLC to pay for offering expenses.

 

Short-term investments – debt securities

Short-term investments held to maturity in debt securities consist of the following:

The Company entered into a secured promissory note and loan agreement with Symbiont.IO, Inc. (“Symbiont”) on December 1, 2021 under which the Company agreed to lend Symbiont an aggregate principal amount of up to $3 million. The outstanding principal amount under the note will bear interest at a rate of 16% per annum. The outstanding principal, plus any accrued and unpaid interest, becomes due and payable on December 1, 2022. The Symbiont note is secured by a first priority perfected security interest in the assets of Symbiont. Concurrently with the execution of the Symbiont note, the Company and Symbiont entered into a First Refusal and Purchase Option Agreement, dated December 1, 2021 (the “ROFR Agreement”), to provide the Company with certain rights relating to the potential purchase of the capital stock or assets of Symbiont. Pursuant to the terms of the ROFR Agreement, in the event that Symbiont expects to accept a third-party offer that would result in a sale of Symbiont, then the Company will have the first right and option to purchase, upon the same terms and conditions as the third-party offer, the assets or capital stock of Symbiont, subject to certain terms and exclusions as described in the ROFR Agreement.  The Company’s rights under the ROFR Agreement are assignable to third parties. The ROFR Agreement will expire on December 1, 2022. Upon the occurrence of any event of default, the Company may, under its sole and absolute discretion, elect to convert the total outstanding principal and accrued but unpaid interest into shares of common stock of Symbiont at a conversion price per share equal to $3.0642 (subject to adjustment for any stock splits, reverse stock splits and similar changes in the capital stock of Symbiont). As of December 31, 2021, there was $27,178 of accrued interest included in Short-term investments – debt securities.

 

 

As part of a $2 million loan to Symbiont in December 2021, the Company received 700,000 warrants. Each warrant is immediately exercisable at a purchase price of $3.0642 per share of Common Stock, subject to adjustment in certain circumstances, and will expire on December 1, 2026. The Company determined the warrants to have a nominal value due to lack of marketability.

 

 

March 31, 2022

 

 

December 31, 2021

 

 

March 31, 2021

 

Symbiont.IO Note Receivable

$

2,106,082

 

 

$

2,027,178

 

 

$

-

 

End of period

$

2,106,082

 

 

$

2,027,178

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2022

 

 

 

 

 

 

March 31, 2021

 

Beginning of year

$

2,027,178

 

 

 

 

 

 

$

-

 

Accrued interest income on debt security

 

78,904

 

 

 

 

 

 

 

-

 

  Unrealized loss

 

-

 

 

 

 

 

 

 

-

 

End of period

$

2,106,082

 

 

 

 

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable Securities

Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Marketable equity securities as of March 31, 2022 and December 31, 2021 are as follows:

 

 

Cost

 

 

Cost of Shares Sold

 

 

Gross Unrealized Gain (Loss)

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable equity securities, March 31, 2022

 

$

2,132,051

 

 

$

(1,823,231

)

 

$

130

 

 

$

308,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable equity securities, December 31, 2021

 

 

4,766,349

 

 

$

(1,246,708

)

 

 

(1,387,590

)

 

 

2,132,051

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company sold 4,895,894 shares of Borqs shares for approximately $1,428,100 and realized a loss of approximately $395,200.

 

 

 

Long-term Investments

In connection with LMF Acquisition Opportunities Inc (“LMAO”) initial public offering in January 2021, the Company’s affiliate LMFA Sponsor LLC purchased an aggregate 5,738,000 private placement warrants from LMAO (“Private Placement Warrants”) at a price of $1.00 per whole warrant. Each Private Placement Warrant is exercisable for one share of LMAO’s Class A common stock at a price of $11.50 per share, and as such meets the definition of a derivative as outlined within ASC 815, Derivatives and Hedging. The Private Placement Warrants are recorded at fair value and are classified in long-term "Investments" on the consolidated balance sheet. The fair value of the Private Placement Warrants is classified as level 3 in the fair value hierarchy as the calculation is dependent upon company specific adjustments to the observable trading price of LMAO’s public warrants for lack of marketability and related risk of forfeiture should no business combination occur. Subsequent changes in fair value will be recorded in the income statement during the period of the change. As of March 31, 2022 and 2021, our re-measurement resulted in an unrealized loss of $1,023,659 and $3,948,662, respectively and is included within "Unrealized gain (loss) on investment and equity securities" within our consolidated statements of operations.

 

 

Long-term investments as of consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LMF Acquisition Opportunities Inc. warrants

$

949,754

 

 

$

1,973,413

 

 

$

1,789,338

 

 

 

End of period

$

949,754

 

 

$

1,973,413

 

 

$

1,789,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2022

 

 

 

 

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

$

1,973,413

 

 

 

 

 

 

$

-

 

 

 

Investments in affiliate

 

-

 

 

 

 

 

 

 

5,738,000

 

 

 

Unrealized loss on investment in affiliate

 

(1,023,659

)

 

 

 

 

 

 

(3,948,662

)

 

 

End of period

$

949,754

 

 

 

 

 

 

$

1,789,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Investment in Unconsolidated Affiliates

 

LMF Acquisition Opportunities Inc.

 

The Company is the sponsor of LMF Acquisition Opportunities, Inc. (“LMAO”), a special purpose acquisition company that completed an initial public offering in January 2021.   Prior to LMAO’s initial public offering, LMFA Sponsor LLC (“Sponsor”), a 70% owned subsidiary of the Company, organized and initially capitalized LMAO by a $25,000 purchase of Class B shares par value $0.0001 per share, of LMAO. At the time of the initial public offering of LMAO, Sponsor purchased Private Placement Warrants that allow it to purchase 5,738,000 shares of Class A common stock at an exercise price of $11.50.  The Class B shares and Private Placement Warrants were issued to and are held by Sponsor.  The shares of Class B common stock of LMAO held by Sponsor will automatically convert into shares of LMAO’s Class A common stock on a one-for-one basis at the time of LMAO’s initial business combination and are subject to certain transfer restrictions.

 

The registration statement for LMAO’s initial public offering (the “LMAO IPO”) was declared effective on January 25, 2021 and on January 28, 2021, LMAO consummated the LMAO IPO with the sale of 10,350,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $103,500,000. The Units trade on the NASDAQ Capital Market under the ticker symbol “LMAOU”. After the securities comprising the units began separate trading on March 18, 2021, the shares of Class A common stock and warrants were listed on NASDAQ under the symbols “LMAO” and “LMAOW,” respectively.  Simultaneously with the closing of the LMAO IPO, LMAO consummated the sale of the Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to Sponsor generating gross proceeds of $5,738,000.

As a result of the LMAO IPO, we ceased having a controlling financial interest in LMAO as of January 28, 2021Additionally, as our retained investment in LMAO qualifies for equity-method accounting, we were required to remeasure our retained interest in LMAO at fair value and include any resulting adjustments as part of a gain or loss recognized on deconsolidation. The fair value calculation related to our retained interest in LMAO is dependent upon company-specific adjustments applied to the observable trading price of LMAO’s Class A common stock.

 

The Company’s investment in the Sponsor represents 70.5% of the Sponsor’s initial risk capital. The LMAO IPO closed on January 28, 2021 and proceeds from LMAO’s IPO totaled $103.5 million. If LMAO does not complete a business combination within 18 months from the closing of LMAO’s IPO, the proceeds from the sale of the Private Placement Warrants (after LMAO IPO transaction costs) will be used to fund the redemption of the shares sold in the LMAO IPO (subject to the requirements of applicable law), and the private warrants will expire without value. The Sponsor holds approximately 20% of the total common shares (Class A and Class B) in LMAO along with the 5,738,000 Private Placement Warrants. The Sponsor is managed by the Company. The Company has determined that as a result of the LMAO IPO, we ceased having a controlling financial interest in LMAO as of January 25, 2021. The Company, therefore, accounts for the Sponsor under the equity method of accounting. Additionally, as our retained investment in LMAO qualifies for equity-method accounting, we were required to remeasure our retained interest at fair value and include any resulting adjustments as part of a gain or loss recognized on deconsolidation. The fair value calculation related to our retained interest in LMAO is dependent upon company-specific adjustments applied to both the observable trading price of LMAO’s Class A common

stock and the transaction price of the January 28, 2021 and the related risk of forfeiture should LMAO not consummate a business combination. As a result of the remeasurement of our retained interest in LMAO, we recognized for the Three Months ended March 31, 2022 and 2021, an unrealized gain on securities of $37 thousand and $4,544 thousand within our consolidated statements of operations.

 

 

March 31, 2022

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

LMF Acquisition Opportunities Inc. common stock

$

4,713,390

 

 

$

4,569,054

 

 

End of period

$

4,713,390

 

 

$

4,569,054

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2022

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

$

4,676,130

 

 

$

25,000

 

 

Unrealized gain on investment in affiliate

 

37,260

 

 

 

4,544,054

 

 

End of period

$

4,713,390

 

 

$

4,569,054

 

 

 

 

 

 

 

 

 

 

 

 

The net unrealized gain (loss) on securities from the Company’s investment in LMAO’s Class B shares and warrants totaled $0.1 million and $(1.0) million, respectively for the Three Months ended March 31, 2022 and $4.5 million and $(3.9) million for the Three Months ended March 31, 2021.