v3.22.2.2
Related-Party Transactions
9 Months Ended
Sep. 30, 2022
Related Party Transactions [Abstract]  
Related-Party Transactions
NOTE 19. RELATED-PARTY TRANSACTIONS

2021 Exchange Transactions

As discussed in Note 10, Convertible Notes, the Company carries Notes. The Schuler Family Foundation (the “Foundation”) previously held an aggregate of $42.0 million of the Notes. Jack W. Schuler, a member of the Company’s board of directors, is the President of the Foundation.

During the three months ended September 30, 2021, the Foundation transferred by gift the $42.0 million aggregate principal amount of Notes held by the Foundation to the Schuler Initiative Supporting Charitable Trust (the “Supporting Organization”), a tax-exempt organization that is not an affiliate of Jack W. Schuler.

In connection with the 2021 Exchange Transactions the Supporting Organization exchanged $42.0 million in aggregate principal amount of Notes held by it for 5,428,699 shares of the Company's common stock. Using the closing stock price on September 22, 2021 of $5.81, the 5,428,699 shares of the Company's common stock were determined to have a value of $31.5 million which was recorded to contributed capital for the three months ended September 30, 2021. The Supporting Organization had the same or similar terms as the other counter parties. The Company determined the 2021 Exchange Transactions did not meet the criteria of a capital transaction and was recorded as a gain on extinguishment of debt. See Note 10, Convertible Notes and Note 18, Stockholders' Equity, for additional information.

December 2020 Securities Purchase Agreement

On December 24, 2020, the Company entered into the December 2020 Securities Purchase Agreement with the Original Purchasers for the issuance and sale by the Company of 4,166,663 shares of the Company’s common stock. The Original Purchasers are comprised of certain directors and officers of the Company, or entities affiliated or related to such persons. See Note 18, Stockholders' Equity, for further information.

On September 17, 2021, the Company entered into the Rescission Agreement with the Schuler Purchasers and the Schuler Trust, an entity affiliated with Jack W. Schuler, pursuant to which, effective as of January 29, 2021, the Company and the Schuler Purchasers agreed to rescind and unwind the December 2020 Securities Purchase
Agreement for all legal, tax and financial purposes ab initio as if the related transactions, including the issuance and sale of an aggregate of 2,643,228 Shares in the first two tranche closings and the third tranche under the December 2020 Purchase Agreement, had never occurred with respect to the Schuler Purchasers and the Company. The Schuler Purchasers are related to Jack W. Schuler but are not affiliates of his. See Note 18, Stockholders' Equity, for further information.

During the nine months ended September 30, 2021, the Company issued 201,820 shares and received total proceeds of approximately $1.5 million under the December 2020 Securities Purchase Agreement after giving effect to the Rescission Agreement.

September 2021 Securities Purchase Agreement

On September 22, 2021, the Company entered into the September 2021 Securities Purchase Agreement with the Schuler Purchasers for the issuance and sale by the Company of 3,954,546 Series A Preferred Shares. The Schuler Purchasers are related to Jack W. Schuler but are not affiliates of his.

During the nine months ended September 30, 2021, the Company issued 2,636,364 Series A Preferred Shares and received total proceeds of approximately $20.3 million under the September 2021 Securities Purchase Agreement. See Note 18, Stockholders' Equity, for further information.

March 2022 Securities Purchase Agreement

On March 24, 2022, the Company entered into the March 2022 Securities Purchase Agreement with the Schuler Trust for the issuance and sale by the Company of 2,439,024 shares of the Company’s common stock. Jack Schuler serves as a member of the Company’s board of directors and is the sole trustee of the Schuler Trust. See Note 18, Stockholders’ Equity, for further information.

August 2022 Exchange Transaction

On August 15, 2022, the Company entered into the August 2022 Exchange Agreement with the Schuler Trust. Under the terms of the August 2022 Exchange Agreement, the Schuler Trust agreed to exchange with the Company $49.9 million in aggregate principal amount of Notes held by it for the Secured Note in an aggregate principal amount of $34.9 million and a warrant to acquire the Company’s common stock. The net gain on extinguishment was $29.8 million during the nine months ended September 30, 2022, and was recorded as contributed capital. See Note 10, Convertible Notes and Note 11, Long-Term Debt Related-Party for additional information.