Quarterly report pursuant to Section 13 or 15(d)


3 Months Ended
Mar. 31, 2022
Subsequent Events [Abstract]  



The Company has evaluated subsequent events through May 16, 2022, the date these financial statements are available to be issued. The Company believes there were no material events or transactions discovered during this evaluation that requires recognition or disclosure in the financial statements other than the items discussed below.


Equity Financing and Repayment of Notes


On April 20, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”), which provides for the sale and issuance by the Company of an aggregate of (i) 14,666,667 shares of the Company’s common stock, $0.0001 par value per share, at a purchase price of $0.75 per share, and (ii) warrants to purchase 14,666,667 shares of the common stock at an exercise price of $0.75 per share, for aggregate gross proceeds of $11,000 before deducting placement agent commissions and other estimated offering expenses (the “Registered Direct Offering”). The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and customary indemnification obligations of the Company. The Purchase Agreement amongst other things restricts us from selling shares using at the market (“ATM”) agreement with Truist Securities and the Common Stock Purchase Agreement. As a result of this transaction, certain of our Series A warrants priced at $1.10 per share were repriced to $0.75 per share under the terms of such warrant agreements. The fair value of such warrants at this new exercise price is approximately $500 and the Company will account for this change as a deemed dividend. In addition, as a result of entering into the Purchase Agreement, the Company repaid $1,650 in principal payments to Note Holders pursuant to the terms of the Note Offering, thereby reducing the outstanding principal balance from $6,300 to $4,650.


On April 20, 2022, the Company also entered into a placement agency agreement with A.G.P./Alliance Global Partners. Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities in the Registered Direct Offering. The Company paid the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds from the sale of the Securities.


Issuance of Common Stock


Subsequent to March 31, 2022, the Company issued 656,996 shares of common stock to vendors for services rendered with a fair value of $486. These shares of common stock were valued based on the market value of the Company’s stock price at the issuance date or the date the Company entered into the agreement related to the issuance.


Issuances of Stock Options


Subsequent to March 31, 2022, the Company granted stock options to employees to purchase a total of 419,000 stock options for services to be rendered. The options have an average exercise price of $0.67 per share, expire in five years, and vest four years from grant date. The total fair value of these options at the grant date was $224 using the Black-Scholes option pricing model.


Execution of Lease Agreement


Subsequent to March 31, 2022, the Company entered into a corporate office sub-lease agreement for its office in Utah. The agreement requires us to pay $12 per month for an initial term of eighteen months, which increases by 3% per annum after twelve months.