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Subsequent Events
12 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events

NOTE 18 - SUBSEQUENT EVENTS

 

Gunbroker.com

 

On April 30, 2021, the Company, entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Capitalized terms not defined in this report have the meaning assigned to them in the Merger Agreement. At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are related to Gemini’s ownership of the Gunbroker.com business. Gunbroker.com is a large online auction marketplace dedicated to firearms, hunting, shooting, and related products. The Merger was completed on April 30, 2021.

 

In consideration of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, on the Effective Date, (i) the Company assumed an aggregate amount of indebtedness of Gemini and its subsidiaries equal to $50,000,000; and, (ii) the issued and outstanding membership interests in Gemini, held by the Seller, automatically converted into the right to receive (A) $50,000,000, and (B) 20,000,000 shares of common stock of the Company, $0.001 par value per share (the “Stock Consideration”).

 

In connection with the Merger Agreement, the Company and the Seller agreed that the Stock Consideration consisted of: (a) 14,500,000 shares issued without being held in escrow or requiring prior stockholder approval; (b) 4,000,000 shares issued subject to the Pledge and Escrow Agreement (as defined and described in the Merger Agreement); and (c) 1,500,000 shares that will not be issued prior to the Company obtaining stockholder approval for the issuance.

 

Series A Preferred Stock

 

On May 19, 2021, we entered into an underwriting agreement with Alexander Capital, L.P., as representative of the several underwriters identified therein (collectively, the “Preferred Underwriters”), relating to a firm commitment public offering of 1,097,200 newly issued shares of our 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) at a public offering price of $25.00 per share. Under the terms of the underwriting agreement, we granted the Underwriters a 45-day option to purchase up to an additional 164,580 shares of Series A Preferred Stock from us.

 

The closing of the offering took place on May 21, 2021.

 

The gross proceeds to us from the sale of 1,097,200 shares of Series A Preferred Stock, before deducting underwriting discounts and commissions and estimated offering expenses payable by us, was approximately $27.4 million.

 

On May 25, 2021, Alexander Capital, L.P. exercised its previously announced over-allotment option to purchase 164,580 shares of Series A Preferred Stock pursuant to that certain Underwriting Agreement dated May 19, 2021, by and between us and Alexander Capital, L.P., as representative of the several underwriters identified therein. We closed the exercise of the over-allotment option on May 27, 2021. The gross proceeds from the exercise of the over-allotment option were approximately $4.1 million, before deducting underwriting discounts and commissions.

 

On May 25, 2021, we entered into an additional underwriting agreement with Alexander Capital, L.P. relating to a firm commitment public offering of 138,220 newly issued shares of our 8 Series A Preferred Stock at a public offering price of $25.00 per share.

 

The closing of the offering took place on May 27, 2021.

 

The gross proceeds to us from the sale of 138,220 shares of Series A Preferred Stock, before deducting underwriting discounts and commissions and estimated offering expenses payable by us, were approximately $3.5 million

 

Common Stock Issuances

 

From April 16, 2021 to June 8, 2021, we issued shares of our Common Stock for the exercise of warrants. There were 185,268 shares of Common Stock issued for warrants exercised at per share prices ranging from $1.65 to $2.63 for an aggregate value of $391,689.

 

Subsequent to March 31, 2021, we issued 25,000 shares of Common Stock to employees as compensation for a total value of $87,500.

 

We evaluated subsequent events through the date the financial statements were issued, and determined that there are not any other items to disclose.