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Subsequent Event
3 Months Ended
Mar. 31, 2023
Subsequent Events [Abstract]  
Subsequent Event

Note 12. Subsequent Event

On May 12, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with NR-GRI Partners, LP (“NR-GRI”), whereby it agreed to sell to NR-GRI, for an aggregate purchase price of $20,000, an aggregate of 20 shares of a newly established series of preferred stock designated as “Series A Convertible Preferred Stock”, par value $0.01 per share (the “Convertible Preferred Stock”), which have a stated value of $1,000 per share and are convertible into shares of the Company’s common stock (the “Conversion Shares”), and warrants (the “Warrants”) to purchase an aggregate of 4,367 shares of common stock (the “Warrant Shares”). Upon issuance at the closing, 50% of the Warrants will have an exercise price equal to $2.45 per share, and 50% of the Warrants will have an exercise price equal to $3.0625 per share, subject in each instance to adjustments as provided under the terms of the Warrants.

Holders of Convertible Preferred Stock will be entitled to vote on an as-converted basis with holders of common stock, subject to a limitation providing that that the shares of Convertible Preferred Stock will not be convertible to the extent that the conversion would cause NR-GRI to become the beneficial owner of more than 19.99% of the Company’s common stock (the “Ownership Blocker”). The Company will be obligated to call and hold a special meeting of its stockholders to approve the removal of the Ownership Blocker in compliance with Nasdaq rules. The Convertible Preferred Stock will rank senior to the common stock as to distributions and payments upon the liquidation, dissolution and winding up of the Company, and holders of Convertible Preferred Stock will participate with the holders of the common stock on an as-converted basis to the extent any dividends are declared on common stock. The shares of Convertible Preferred Stock will automatically be redeemed in connection with certain transactions (“Fundamental Transactions”), including a merger, sale of all or substantially all the assets of the Company, recapitalization, or the sale by the Company of shares resulting in more than 50% ownership by a person or group. In such event, the redemption price would be equal to the greater of the stated value of the shares of Convertible Preferred Stock or the consideration per share of common stock in the Fundamental Transaction (or in the absence of such consideration, the volume-weighted average price of the Company’s common stock immediately preceding the closing of the Fundamental Transaction).

The Company anticipates that the transaction will close on May 19, 2023, subject to customary closing conditions. The Company anticipates that net proceeds from the transaction will be approximately $19,100 after offering expenses. The Company plans to use the funds for working capital and other general corporate purposes.

In connection with the parties’ entry into the SPA, on May 12, 2023, the Company and NR-GRI entered into a Registration Rights Agreement, pursuant to which the Company agreed to file a resale registration statement with respect to the resale of the Conversion Shares and the Warrant Shares not later than 45 calendar days following the closing and to use its reasonable best efforts to cause such resale registration statement to be declared effective by the SEC as soon as practicable, but in no event later than 90 calendar days following the closing.