Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events Subsequent events were evaluated through the filing date of this Annual Report, March 10, 2022. Notes On January 13, 2022, the Company entered into a Securities Purchase Agreement (the January 2022 Purchase Agreement) with institutional investors (the January 2022 Purchasers) pursuant to which the Company agreed to offer, issue and sell to the January 2022 Purchasers in a registered direct offering (i) unsecured 5.0% Senior Subordinated Notes due 2025 of the Company with an aggregate issue price of $5.9 million (the January 2022 Notes) which included an original issue discount of $0.9 million, and (ii) warrants (the January 2022 Warrants) to purchase up to 15,006,003 shares of the Company’s common stock, $0.0001 par value per share. The January 2022 Warrants have an exercise price of $0.392 per share and were initially exercisable beginning on July 15, 2022 with a five year term. Pursuant to the terms of the March 2022 Purchase Agreement, the January 2022 Warrants became exercisable on March 1, 2022. The January 2022 Notes carry an interest rate of 5% per annum (which may increase to 18% upon and during the continuance of an event of default). The January 2022 Notes may be prepaid, in whole or in part, at the Company’s option together with all accrued and unpaid interest and fees as of the date of the repayment. The holders of the January 2022 Notes may require the Company to redeem the January 2022 Notes upon the occurrence of and during the continuation of an event of default with a redemption premium of 25%. The holders of the January 2022 Notes may also require the Company to redeem the January 2022 Notes upon the occurrence of certain subsequent transactions. Pursuant to the terms of the January 2022 Purchase Agreement, the Company has agreed to certain restrictions on effecting variable rate transactions so long as the January 2022 Notes are outstanding. Also, pursuant to the terms of the January 2022 Purchase Agreement, the January 2022 Purchasers have certain rights to participate in subsequent issuances of the Company’s securities, subject to certain exceptions. On March 1, 2022, the Company entered into a Securities Purchase Agreement (the March 2022 Purchase Agreement) with institutional investors (the March 2022 Purchasers) pursuant to which the Company agreed to offer, issue and sell to the March 2022 Purchasers in a registered direct offering (i) unsecured 5.0% Senior Subordinated Notes due 2025 of the Company with an aggregate issue price of $7.45 million (the March 2022 Notes) which included an original issue discount of $2.45 million, and (ii) warrants (the March 2022 Warrants) to purchase up to 15,568,287 shares of the Company’s common stock, $0.0001 par value per share. The March 2022 Warrants have an exercise price of $0.4787 per share and are immediately exercisable with a five year term. The March 2022 Notes carry an interest rate of 5% per annum (which may increase to 18% upon and during the continuance of an event of default). The March 2022 Notes may be prepaid, in whole or in part, at the Company’s option together with all accrued and unpaid interest and fees as of the date of the repayment. The holders of the March 2022 Notes may require the Company to redeem the March 2022 Notes upon the occurrence of and during the continuation of an event of default with a redemption premium of 25%. The holders of the March 2022 Notes may also require the Company to redeem the March 2022 Notes upon the occurrence of certain subsequent transactions. Pursuant to the terms of the March 2022 Purchase Agreement, the Company has agreed to certain restrictions on effecting variable rate transactions so long as the March 2022 Notes are outstanding. Also, pursuant to the terms of the March 2022 Purchase Agreement, the March 2022 Purchasers have certain rights to participate in subsequent issuances of the Company’s securities, subject to certain exceptions. Common Stock Purchase Agreement On February 15, 2022, the Company entered into a common stock purchase agreement (the Seven Knots Purchase Agreement) with Seven Knots, LLC (Seven Knots), pursuant to which Seven Knots has agreed to purchase from the Company up to $50,000,000 in shares of the Company's common stock. Sales made to Seven Knots are at the Company's sole discretion and the Company controls the timing and amount of any and all sales. The price per share is based on the market price of the Company's common stock at the time of sale as computed under the Seven Knots Purchase Agreement. As consideration for Seven Knots’s commitment to purchase shares of common stock, the Company issued 1,992,584 shares of common stock to Seven Knots as commitment fee shares and has issued 4,000,000 shares of its common stock at a weighted average purchase price of $0.41 per share. Sales of common stock to Seven Knots are subject to customary 4.99% and 19.99% beneficial ownership limitations. The Seven Knots Purchase Agreement will terminate on the earliest of March 1, 2024, or when Seven Knots has purchased from the Company $50,000,000 in shares of the Company's common stock, or as otherwise determined by the Seven Knots Purchase Agreement. Stock Options and Restricted Stock Awards On February 18, 2022, the Company issued an aggregate 2,360,000 shares of performance-based RSAs to its executive management team and an aggregate 3,019,000 shares of stock options to its employees under the Amended and Restated 2014 Plan. The performance-based RSAs will vest in accordance with the Company's achievement of certain performance milestones in 2022.
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