Quarterly report pursuant to Section 13 or 15(d)

Accrued Expenses (As Restated)

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Accrued Expenses (As Restated)
9 Months Ended
Sep. 30, 2020
Payables and Accruals [Abstract]  
ACCRUED EXPENSES (AS RESTATED)

9. ACCRUED EXPENSES (AS RESTATED)

 

A.G.P. Fees (as restated)

 

On January 23, 2020, the Company entered into an agreement with Alliance Global Partners ("A.G.P."), whereby A.G.P. would serve as the exclusive placement agent and investment banker in a private placement ("Placement") of $15,000,000 of equity or equity like securities of the Company. The Company would pay A.G.P. an aggregate cash placement fee equal to 8% of the face amount of securities in the Placement, which is due upon the closing of a Placement. In addition, upon the closing of a Placement, the Company shall issue A.G.P. warrants to purchase the number of shares of common stock of the Company equal to 5% of the aggregate number of shares of common stock included in the Placement. As of September 30, 2020, the Company accrued a debt discount of $416,692 related to the Dominion, Kingsbrook and Alpha convertible promissory notes. See Notes 6, 7, 8 and 10 for additional information.

 

Resignation Agreement (as restated)

 

On June 12, 2020, the Company entered into a resignation agreement the former Chief Executive Officer of the Company, a former Director and the former Chief of Staff, and a reimbursement agreement with the former Chief Executive Officer and Tyche Capital LLC, whereby upon the closing of the Business Combination, their employment would be terminated with the Company (collectively referred to as the "Resignation Agreement"). Pursuant to the Resignation Agreement, 180 became obligated to reimburse the Company $135,000 for certain out-of-pocket expenses paid for by the Company, in exchange for 25,568 shares of common stock issuable to 180. In addition, pursuant to the Resignation Agreement, the Company became obligated to pay a cash severance payment of $500,000 (of which $200,000 was paid during September 2020) to the former Chief Executive Officer. Finally, pursuant to the Resignation Agreement, the Escrow Agent became obligated to release 500,000 shares of common stock to the Sponsor and the Company became obligated to issue 500,000 replacement shares of common stock to the escrow account (see Note 12 for additional information).

 

Mintz Legal Fees (as restated)

 

On April 18, 2019, the Company engaged Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. ("Mintz") as legal counsel to assist the Company with the acquisition of 180 and other related matters. Pursuant to this engagement, Mintz obtained an advance of $200,000 and agreed to charge the Company for their services on a time and disbursement basis. Besides the advance that was paid to Mintz, the remaining unbilled amounts were not due and payable unless, and until, a business combination occurred, upon which Mintz will be due a 30% premium, in addition to its unpaid fees. Upon the closing of a business combination, the Company was invoiced by Mintz for $1,472,070, which includes the premium. As of September 30, 2020, the Company accrued $1,472,070 of legal fees because the Business Combination had closed prior to the issuance of the financial statements.

 

Valuation Fees (as restated)

 

On July 24, 2020, the Company engaged Centri Valuation Services, LLC ("Centri") to perform valuation services on the convertible promissory note related to the Business Combination. As of September 30, 2020, the Company accrued $42,640 of professional services related to Centri.