|12 Months Ended|
Dec. 31, 2021
|Stockholders' Equity Note [Abstract]|
|STOCKHOLDERS EQUITY||STOCKHOLDERS EQUITY
The Company is authorized to issue up to 190,000,000 shares of common stock (par value $0.0001). As of December 31, 2021 and 2020, the Company had 112,482,000 and 100,664,000 shares of common stock issued and outstanding, respectively.
On December 8, 2020, the Company entered into a Common Stock Purchase Agreement ("SPA") with Tumim Stone Capital, LLC ("Tumim") to issue and sell up to $10.0 million in shares of the Company's common stock. The SPA provides, among other things, that the Company could direct, every three trading days, Tumim to purchase a number of shares not to exceed an amount determined based upon the trading volume and stock price of the Company’s shares. The Company determined that the right to sell shares of common stock to Tumim under the SPA represented a freestanding put option under ASC 815, Derivatives and Hedging. Tumim had no right to require the Company to sell any shares of common stock to Tumim, but Tumim was obligated to purchase up to $10.0 million of the Company's common stock. Such sales of common stock by the Company were subject to certain limitations at the Company's sole discretion through December 31, 2021. The Company determined that the fair value of the put option was zero as the shares were to be issued at a discount and settled within one business day. During the year ended December 31, 2021, the Company sold 10,021,804 shares of common stock pursuant to the SPA and recognized proceeds of $4.4 million. During the year ended December 31, 2020, the Company sold 450,000 shares of common stock and recognized proceeds of $0.2 million. The Company issued 185,454 shares of common stock to Tumim as commitment fee in connection with entering into the SPA. In addition, the Company incurred offering costs of $0.3 million. In accordance with ASC 825-10-25-3, upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. As such, the Company recorded the fair value of the commitment fee shares of $0.1 million and offering cost of $0.3 million to general and administrative expense. The Company and Tumim terminated the SPA effective November 15, 2021.
The Company is authorized to issue up to 10,000,000 shares of $0.0001 par value preferred stock with designations, rights and preferences to be determined from time to time by the Board of Directors. Each such series or class shall have voting powers, if any, and such preferences and/or other special rights, with such qualifications, limitations or restrictions of such preferences and/or rights as shall be stated in the resolution or resolutions providing for the issuance of such series or class of shares of preferred stock. As of December 31, 2021 and 2020, there is no preferred stock issued and outstanding.On March 30, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to issue and sell 700 shares of the Company’s preferred stock which has supervoting rithts of 170,000 votes per share of preferred stock on certain stockholder proposals and warrants to purchase an aggregate of 10,000,000 shares of common stock. The preferred stock has a stated value of $1,000 per share and is convertible into an 10,000,000 shares of common stock at a conversion price of $0.07 per share. The Company received aggregate gross proceeds of $0.7 million before deducting placement agent’s fees and other offering expenses.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef