STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders Equity

9. STOCKHOLDERS' EQUITY

Equity Purchase Agreement with B. Riley Principal Capital, LLC

On September 15, 2021, Greenidge entered into a common stock purchase agreement (the “2021 Purchase Agreement”) with B. Riley Principal Capital, LLC (the “Investor”) pursuant to which Greenidge has the right to “put” or sell to the Investor up to $500 million of shares of class A common stock, subject to certain limitations and conditions set forth in the 2021 Purchase Agreement, from time to time during the term of the 2021 Purchase Agreement. Under the applicable rules of The Nasdaq Stock Market LLC ("Nasdaq"), in no event may Greenidge issue to the Investor under the 2021 Purchase Agreement more than 19.99% of the total number of combined shares of its class A common stock and class B common stock (together, the "common stock") that were outstanding immediately prior to the execution of the 2021 Purchase Agreement (the “Exchange Cap”), unless Greenidge obtains stockholder approval to issue shares in excess of the Exchange Cap in accordance with applicable Nasdaq rules.

The per share purchase price for the shares of class A common stock that Greenidge elects to sell to the Investor pursuant to the 2021 Purchase Agreement will be determined by reference to the volume weighted average price of class A common stock during the applicable purchase date on which Greenidge has timely delivered written notice to the Investor directing it to purchase shares under the 2021 Purchase Agreement, less a fixed 5% discount, which shall be increased to a fixed 6% discount at such time that the Company receives aggregate cash proceeds of $200 million as payment for all shares of class A common stock purchased by the Investor in all prior sales of class A common stock made under the 2021 Purchase Agreement. The Investor will have no obligation to purchase shares pursuant to the 2021 Purchase Agreement to the extent that such purchase would cause the Investor to own more than 4.99% of the Company’s issued and outstanding shares of class A common stock.

In connection with the 2021 Purchase Agreement, Greenidge entered into a Registration Rights Agreement with the Investor pursuant to which Greenidge agreed to prepare and file a registration statement registering the resale by the Investor of those shares of the class A common stock to be issued under the 2021 Purchase Agreement. The registration statement became effective on October 6, 2021 relating to the resale of 3,500,000 shares of the class A common stock in connection with the 2021 Purchase Agreement. During the three months ended March 31, 2022, the Company issued 415,000 class A common shares pursuant to the 2021 Purchase Agreement for an aggregate sales price of $3.9 million, net of discounts.