|3 Months Ended|
Mar. 31, 2022
|Subsequent Events [Abstract]|
|Subsequent Events||Subsequent EventsOn May 10, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, the Company will have the right, but not the obligation, to sell to Yorkville up to $250 million of its shares of Common Stock, at the Company’s request any time during the 36 months following the execution of the SEPA. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of Common Stock with an aggregate value of up to $50 million. The shares would be purchased at a purchase price equal to 97.5% of the market price (as defined in the SEPA). In addition, the issuance of shares under the SEPA would be subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the SEPA cannot exceed 19.9% of the Company’s outstanding Common Stock as of the date May 10, 2022.
In addition to the Company’s right to request Advances, the Company may also request one or more pre-advance loans (each, a “Pre-Advance Loan”) from Yorkville, pursuant to the terms and conditions set forth in the SEPA and a promissory note accompanying the SEPA. The Company may request the first Pre-Advance Loan in the principal amount of up to $25 million, subject to certain conditions precedent, including the effectiveness of a registration statement relating to the Common Stock issuable under the SEPA. Pre-Advance Loans may be repaid with the proceeds of an Advance or repaid in cash.
On May 10, 2022, the Company entered into a subscription agreement with a special purpose vehicle managed by Aquila Family Ventures LLC, for the purchase of an aggregate $50 million of the Company’s Common Stock at a purchase price of $3.65 per share through a private placement (the "PIPE"). The funding of the PIPE is expected to occur as promptly as practicable and is subject to customary closing conditions.
The Company has analyzed its operations subsequent to March 31, 2022 through the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef