Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 5: Stockholders’ Equity

Authorized Capital

On November 3, 2020, the Company’s stockholders approved an amendment to the Company’s charter to increase the authorized shares of Common Stock from 100,000,000 to 300,000,000. Consequently, the Company’s charter allows the Company to issue up to 300,000,000 shares of Common Stock and to issue and designate its rights, without stockholder approval, of up to 5,000,000 shares of preferred stock, par value $0.0001.

Series A Preferred Stock Designation

On October 8, 2020, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish preferences, limitations, and relative rights of the Series A Preferred Stock. The number of authorized shares of Series A Preferred Stock is 52,800.

Series B Preferred Stock Designation

On May 13, 2021, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish preferences, limitations, and relative rights of the 7.00% Series B Preferred Stock (as defined below). The number of authorized shares of Series B Preferred Stock is 15,200.

7.00% Series B Convertible Preferred Stock 

The Company had 15,200 and 0 shares of 7.00% Series B Convertible Preferred Stock (“Series B Preferred Stock”) outstanding and 15,200 and 0 shares authorized as of December 31, 2021 and 2020, respectively. On the third anniversary of the date on which shares of Series B Preferred Stock are first issued (the “Automatic Conversion Date”), each share of Series B Preferred Stock, except to the extent previously converted pursuant to an Optional Conversion (as defined below), shall automatically be converted into shares of Common Stock (the “Automatic Conversion”). At any time following the date on which shares of Series B Preferred Stock are first issued, and from time to time prior to the Automatic Conversion Date, each holder of Series B Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder’s shares of Series B Preferred Stock into shares of Common Stock, on terms similar to the Automatic Conversion (any such conversion, an “Optional Conversion”). The 7.00% Series B Convertible Preferred Stock accrues dividends at a rate of 7% per annum, whether or not declared. Of the 7.00% dividends, 4% is paid regularly, while 3% is paid at the Automatic Conversion Date.

2020 Omnibus Incentive Plan

On July 1, 2020, in connection with the closing of the Business Combination, the Company’s omnibus incentive plan (the “2020 Omnibus Incentive Plan”) became effective immediately upon the closing of the Business Combination. The 2020 Omnibus Incentive Plan was previously approved by the Company’s stockholders and Board of Directors. Subject to adjustment, the maximum number of shares of Common Stock authorized for issuance under the 2020 Omnibus Incentive Plan was 1,812,727 shares. On June 2, 2021, the Company held its 2021 Annual Meeting whereby the Company’s stockholders approved an amendment to the 2020 Omnibus Incentive Plan to increase by four million the number of shares of the Company’s Common Stock, par value $0.0001 per share, that will be available for issuance under the 2020 Omnibus Incentive Plan, resulting in a maximum of 5,812,727 shares that can be issued under the amended 2020 Omnibus Inventive Plan. The amendment to the 2020 Omnibus Incentive Plan was previously approved by the Board of Directors of the Company, and the amended 2020 Omnibus Incentive Plan became effective on June 2, 2021. As of December 31, 2021, 2,500,347 shares remained available for issuance under the 2020 Omnibus Incentive Plan.

Equity Distribution Agreement

On September 30, 2021, the Company entered into an Equity Distribution Agreement with Wedbush Securities Inc. and Maxim Group LLC with respect to an at-the-market offering program under which the Company may, from time to time, offer and sell shares of the Company’s Common Stock having an aggregate offering price of up to $50 million. From October 1 through December 31, 2021, approximately 1.7 million shares were sold resulting in net proceeds to the Company totaling approximately $3.5 million. The remaining availability under the Equity Distribution Agreement as of December 31, 2021 was approximately $46.5 million.

Issuance of Restricted Stock Awards

During the year ended December 31, 2021, the Company granted 66,451 shares of the Company’s restricted stock (“RSAs”) to its directors in lieu of their cash fee. The shares vest immediately on the date of grant.

During the year ended December 31, 2020, the Company granted 715,929 shares of the Company’s RSAs to the Company’s Chief Executive Officer under the 2020 Omnibus Incentive Plan. The shares will vest at three separate dates, 238,643 on July 2, 2020, 238,643 on July 2, 2021, and fully vest on July 2, 2022 with a final installment of 238,643. In connection with vesting of 238,643 shares on July 2, 2020, the Company withheld 106,840 shares for tax withholding.

The Company’s activity in restricted Common Stock was as follows for the year ended December 31, 2021:

	Number of shares			Weighted average grant date fair value
Non–vested at January 1, 2021		477,286		$	9.30
Granted		66,451		$	3.98
Vested		(305,094	)	$	8.41
Non–vested at December 31, 2021		238,643		$	9.31

For the years ended December 31, 2021 and 2020, stock-based compensation related to restricted stock awards was $2,436,091 and $3,327,280, respectively. Of the employee and director stock-based compensation expense for the year ended December 31, 2020, $2,218,187 is included as a component of “business combination costs” on the Company’s condensed consolidated statement of operations. As of December 31, 2021, unamortized stock-based compensation costs related to restricted share arrangements were $1,109,093 and will be recognized over a weighted average period of 0.5 years.

Issuance of Restricted Stock Units

During the year ended December 31, 2021, the Company granted an aggregate of 1,734,197 Restricted Stock Units (“RSUs”) to its employees and directors. The RSUs were valued at the value of the Company’s Common Stock on the date of grant, which was a range of $1.98 to $5.29 for these awards. The RSUs granted to employees vest one third on the first anniversary of their grant, one third on the second anniversary of their grant, and one third on the third anniversary of their grant. The RSUs granted to directors vest one year from the date of grant.

During the year ended December 31, 2020, the Company granted an aggregate of 1,676,447 RSUs to its employees and directors. The RSUs were valued at the value of the Company’s Common Stock on the date of grant, which was a range of $1.30 to $4.67 for these awards. The RSUs granted to employees vest one third on the first anniversary of their grant, one third on the second anniversary of their grant, and one third on the third anniversary of their grant. The RSUs granted to directors vest one year from the date of grant.

The Company’s activity in RSUs was as follows for the year ended December 31, 2021:

	Number of shares			Weighted average grant date fair value
Non–vested at January 1, 2021		1,499,933		$	2.49
Granted		1,734,197		$	2.00
Vested		(1,000,477	)	$	2.04
Forfeited		(26,316	)	$	1.98
Non–vested at December 31, 2021		2,207,337		$	2.34

For the years ended December 31, 2021 and 2020, the Company recorded $3,074,043 and $1,003,255, respectively, in employee and director stock-based compensation expense, respectively. Employee and director stock-based compensation expense is a component of “Property operating expenses” in the consolidated statement of operations. As of December 31, 2021, unamortized stock-based compensation costs related to restricted stock units were $3,559,537 and will be recognized over a weighted average period of 1.3 years.

Warrants

The Company’s warrant activity was as follows for the year ended December 31, 2021:

	Number of Shares			Weighted Average Exercise Price (USD)		Weighted Average Contractual Life (years)		Intrinsic Value (USD)
Outstanding - January 1, 2021		55,303,832		$	5.92		4.73
Granted		2,483,660		$	6.90
Exercised		(16,775,143	)	$	1.40
Outstanding – December 31, 2021		41,012,349		$	7.82		3.59	$	1,655,659
Exercisable – December 31, 2021		41,012,349		$	7.82		3.59	$	1,655,659

During the year ended December 31, 2021, warrants to purchase 16,775,143 shares of Common Stock were exercised with an exercise price of $1.40 per share. These exercises resulted in cash proceeds to the Company of $23,485,200 and the settlement of the Company’s warrant liability of $53,518,942.

February 2021 Public Offering and Over-allotment

On February 12, 2021, the Company closed its public offering of 12,244,897 shares of Common Stock at a public offering price of $2.45 per share pursuant to the terms of the underwriting agreement between the Company and Maxim Group LLC, entered into on February 9, 2021 (the “Underwriting Agreement”). On February 18, 2021, the Company closed the sale of an additional 1,836,734 shares of Common Stock at $2.45 per share pursuant to the exercise of the underwriters’ over-allotment option in connection with its public offering that closed on February 12, 2021. Under the terms of the Underwriting Agreement, each of the Company’s executive officers, directors, and stockholders owning more than 5% of the outstanding Common Stock, signed lock-up agreements pursuant to which each agreed, subject to certain exceptions, not to transact in the Common Stock for a period of 90 days following February 12, 2021. Gross proceeds including the over-allotment, before underwriting discounts and commissions and estimated offering expenses, are approximately $34.5 million.

Private Placement of Preferred Stock and Warrants to Purchase Common Stock

On June 4, 2021, in accordance with the previously announced Securities Purchase Agreement, dated May 13, 2021, between the Company and IRG, LLC, as assigned by IRG, LLC to CH Capital Lending, LLC, and the binding term sheet dated January 28, 2021, the Company issued and sold to CH Capital Lending, LLC for a purchase price of $15 million in a private placement (the “New Private Placement”) (i) 15,000 shares of Series B Preferred Stock, which are convertible into shares of Common Stock, having an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment, and (ii) 2,450,980 Series D Warrants, with a term of three years, exercisable six months after issuance, each exercisable for one share of Common Stock at an exercise price of $6.90 per share, subject to certain adjustments. Also on June 4, 2021, the Company closed a securities purchase agreement with another purchaser for 200 shares of Series B Preferred Stock and 32,680 Series D Warrants.