Liquidated Damages Payable

3 Months Ended

Mar. 31, 2022

Liquidated Damages Payable

Liquidated Damages Payable

6. Liquidated Damages Payable

Liquidated damages were recorded as a result of the following: (i) certain registration rights agreements provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”).

Obligations with respect to the liquidated damages payable are summarized as follows:

	As of March 31, 2022
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		618		625		457		1,700
Convertible debentures		-		704		216		920
Series J convertible preferred stock		932		932		356		2,220
Series K convertible preferred stock		95		379		40		514
Total	$	1,660	$	2,640	$	1,069	$	5,369

	As of December 31, 2021
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		1,164		1,172		792		3,128
Convertible debentures		-		873		242		1,115
Series I convertible preferred stock		1,386		1,386		613		3,385
Series J convertible preferred stock		1,560		1,560		490		3,610
Series K convertible preferred stock		180		722		50		952
Total	$	4,305	$	5,713	$	2,187	$	12,205

(1) Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

The Company will continue to accrue interest on the liquidated damages balance at 1.0% per month based on the balance outstanding as of March 31, 2022, or $5,369, until paid. There is no scheduled date when the unpaid liquidated damages become due.

As of December 31, 2021, the short-term and long-term liquidated damages payable were $5,197 and $7,008, respectively. The long-term portion was converted into shares of the Company’s common stock on January 24, 2022, as further described below.

On January 24, 2022, the Company entered into several stock purchase agreements with several investors the Company was liable to for liquidated damages, pursuant to which the Company issued an aggregate of 505,671 shares of its common stock at a price equal to $13.86 per share (determined based on the volume-weighted average price of the Company’s common stock at the close of trading on the sixty (60) previous trading days), to the investors in lieu of an aggregate of $7,008 owed in liquidated damages. The Company agreed that it would prepare and file as soon as reasonably practicable, a registration statement covering the resale of these shares of the Company’s common stock issued in lieu of payment of these liquidated damages in cash. The Company recorded $6,685 in connection with the issuance of shares of the Company’s common stock and recognized a gain of $323 on the settlement of the liquidated damages, which was recorded within additional paid-in capital on the condensed consolidated statement of stockholders’ deficiency.