Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 19 – Subsequent Events

On March 17, 2021, the Company’s stockholders approved the proposed sale of 18,474,000 shares of Broadway common stock in private placements to institutional and accredited investors at a purchase price of $1.78 per share for an aggregate purchase price of $32.9 million. The Company currently has subscription agreements for all of these shares. The private placements of common stock are expected to close a few days after the merger.

Section 382 of the Internal Revenue Code limits the utilization of U.S. net operating loss (“NOL”) carryforwards following an ownership change, which occurs when one or more 5% shareholders increase their ownership, in aggregate, by more than 50% over the lowest percentage of stock owned by such shareholders at any time during the testing period, which is generally three years. Upon the completion of the private placements, there could be a triggering event which may result in a change of control. Based on management’s preliminary estimates, there could be limitations on our deferred tax assets that may require an impairment allowance of approximately $2.4 million.

Subsequent events have been evaluated through March 31, 2021, which is the date these financial statements were issued.