Subsequent Event

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Event

Subsequent Event

On October 15, 2024, we received a deficiency notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying that, based on the closing bid price of our Common Stock, for the last 30 consecutive trading days, we no longer comply with the minimum bid price requirement for continued listing on The Nasdaq Global Select Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading days.

The Notice has no immediate effect on the listing of the Common Stock on The Nasdaq Global Select Market. The Company has 180 days from the date of the Notice to regain compliance and is considering all available options to comply with the Minimum Bid Price Requirement.

On October 30, 2024, the Company held its special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Board, effect a reverse stock split (the “Reverse Stock Split”) with respect to the Company’s issued and outstanding Class A common stock and Class B common stock, including any held by the Company as treasury shares, at any time prior to December 31, 2024, at a ratio of 1-for-5 to 1-for-20 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board without further approval or authorization of the Company’s stockholders.On November 13, 2024, the Board set and approved a ratio of 1-for-15 for the Reverse Stock Split and authorized management to proceed with the reverse stock split. The financial statements contained herein do not reflect the Reverse Stock Split as the Reverse Stock Split has not been implemented or become effective as of the date of the issuance of these financial statements.

Subsequent to the quarter-end, the Company received notices from the holders to convert the principal amount of $4.1 million and $8.5 million of Series 1 Notes and Series 2 Notes, respectively. The Company issued 3,691,501 shares and 5,653,547 shares of the Class A Common Stock to settle such conversion of Series 1 Notes and Series 2 Notes, respectively.