Note 20: Subsequent Events

On January 6, 2021, the Company issued 25,000 shares of the Company’s Common Stock for consulting services at $1.40 per share. The total amount of $35,000 was included in accrued expenses as of December 31, 2020.

On January 25, 2021 the Company issued 136,986 shares of the Company’s Common Stock for marketing services at $1.46 per share.

On January 27, 2021, the Company issued to certain employees 520,000 options to purchase shares of the Company’s Common Stock with an option price of $3.06 per share. The options vest on January 27, 2022 and have a five year term.

On January 27, 2021, the Company issued to each of the members of the Board of Directors 20,000 options to purchase shares of the Company’s Common Stock with an option price of $3.06 per share. The options vest on December 31, 2022 and have a five year term. 

On January 28, 2021, the Company entered into letter agreements (the “Letter Agreements”) with certain existing institutional and accredited investors to exercise certain outstanding warrants (the “Existing Warrants”) to purchase up to an aggregate of 39,740,500 shares of the Company’s common stock at their original exercise price of $1.55 per share (the “Exercise”). The Company received approximately $61.6 million in gross proceeds. The Special Equities Group, a division of Bradley Woods & Co. Ltd., acted as warrant solicitation agent and received a cash fee of approximately $4.3 million. In consideration for the exercise of the Existing Warrants for cash, the exercising holders will receive new unregistered warrants to purchase up to an aggregate of 39,740,500 shares of common stock (the “New Warrants”) at an exercise price of $2.37 per share and with an exercise period of five years from the initial issuance date. Pursuant to the Letter Agreements, the New Warrants are substantially in the form of the Existing Warrants (except for customary legends and other language typical for an unregistered warrant, including the ability for the holder of the New Warrant to make a cashless exercise if no resale registration statement covering the common stock underlying the New Warrants is effective after six months), will be exercisable immediately, and will have a term of exercise of five years, and the Company will be required to register for resale the shares of common stock underlying the New Warrants.

On February 1, 2021, the Company through GBI Acquisition LLC, a New Jersey limited liability company, and 2811210 Ontario Inc., a company organized under the laws of the Province of Ontario, two wholly owned subsidiaries of the Company, closed its previously announced acquisition pursuant to a Purchase and Sale Agreement (the “Purchase Agreement”) with (i) Harold Aaron Chizick, (ii) Jennifer Mara Chizick, (iii) Wishing Thumbelina Inc. (“Wishing Thumbelina”), and (iv) Harold Aaron Chizick and Jennifer Mara Chizick, the trustees of The Chizsix (2019) Family Trust for and on behalf of Harold Aaron Chizick, Jennifer Mara Chizick and Jay Mark Sonshine, trustees of The Chizsix (2019) Family Trust, (the “Trustees”) (each a “Seller” and, collectively, “Sellers”), pursuant to which the Company acquired from the Sellers all of the issued and outstanding equity interests of ChizComm Ltd., a corporation organized in Canada (“ChizComm Canada”), and ChizComm USA Corp., a New Jersey corporation (“ChizComm USA” and, together with ChizComm Canada, “ChizComm”) (the “Acquisition”).

Total consideration paid by the Company in the transaction at closing consisted of $8.5 million in cash and 1,977,658 shares (the “Closing Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) with a value of approximately $3.5 million, both as subject to certain purchase price adjustments. Of the Closing Shares, 674,157 shares of Common Stock, with a value of approximately $1.2 million, were deposited into an escrow account to cover potential post-closing indemnification obligations of Sellers under the Purchase Agreement. Additionally, the Purchase Agreement also provides for the issuance of additional shares of Common Stock with an aggregate value of up to $8.0 million that may be issued to the Sellers if certain EBITDA and performance levels are achieved within a four-year period commencing on the date of the Purchase Agreement.

On February 1, 2021, the Company issued 53,763 Restricted Stock Units to an employee. The Restricted Stock Units vest over three years with one third vesting each anniversary date.  

As a result of COVID 19, the majority of our employees started working remotely and we stopped paying rent in April of 2020. On November 30, 2020, the landlord filed a lawsuit demanding that the Company pay all past due rent. On February 18, 2021 we entered into a settlement agreement with the landlord whereby we agreed to pay $237,500 in full settlement of all claims and promised to resume paying the contractually agreed rent in full starting March 1, 2021.

On September 21, 2020, the Company entered into an employment agreement with a senior executive. The agreement provided for a two-year term and an equity grant among other benefits. In or about January of 2021 the Company and the Executive mutually elected to terminate the agreement. As part of the separation agreement, the Company agreed to pay the executive $343,750 as well as $11,250 as reimbursement for health insurance premiums for 15 months. The executive was granted 750,000 fully vested options to purchase shares of the Company’s Common Stock., with a strike price of $3.06 and 1 year in which to exercise said options, to and including February 2, 2022.