Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders' Equity

NOTE 16. STOCKHOLDERS' EQUITY

Convertible Notes Exchange Agreements

On March 29, 2022, the holder of the New Notes legally exchanged $1.8 million in aggregate principal amount of New Notes held by the holder for 849,713 shares of the Company's common stock pursuant to their

respective exchange agreement. Using the closing stock price on March 29, 2022, of $1.48, the 849,713 shares of the Company's common stock were determined to have a value of $1.3 million, which was recorded to contributed capital during the three months ended March 31, 2022. See Note 10, Convertible Notes for additional information.

Securities Purchase Agreement

On March 24, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Jack W. Schuler Living Trust (the “Schuler Trust”) for the issuance and sale by the Company of an aggregate of 2,439,024 shares of the Company’s common stock (the “Shares”) to the Schuler Trust in an offering (the “Private Placement”) exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Jack Schuler, serves as a member of the Company’s board of directors and is the sole trustee of the Schuler Trust.

Pursuant to the Securities Purchase Agreement, the Schuler Trust has agreed to purchase the Shares at a purchase price (determined in accordance with Nasdaq rules relating to the “market value” of the Company’s common stock) of $1.64 per share, which is equal to the consolidated closing bid price reported by Nasdaq immediately preceding the time the Company entered into the Securities Purchase Agreement, for an aggregate purchase price of $4.0 million.

The closing of the Private Placement is expected to occur on June 30, 2022, subject to the satisfaction of customary closing conditions, and is considered an equity forward agreement. This equity forward agreement meets the definition of a freestanding financial instrument which is classified in stockholders equity. The value of this equity forward agreement as March 31, 2022 is immaterial.