|12 Months Ended|
Dec. 31, 2022
Note 14. Stockholder’s Equity
Authorized Capital Stock
On August 31, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the State of Delaware to authorize the Company to issue The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class A Common Stock. shares, consisting of shares of Class A Common Stock, shares of Class B Common Stock and shares of Preferred Stock.
On December 16, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the State of Delaware to authorize the Company to issue The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class A Common Stock. shares, consisting of shares of Class A Common Stock, shares of Class B Common Stock and shares of Preferred Stock.
In April 2021, as part of the share conversion, the Company converted the 100% membership interest of Craig Technical Consulting, Inc. into shares of Common Stock, par value $ , of the Company. The Company has reflected this conversion for all periods presented.
Class A Common Stock
The Company had and shares of Class A common stock issued and outstanding as of December 31, 2022 and 2021, respectively.
Committed Equity Facility
On August 10, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the Purchase Agreement, subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right to sell to B. Riley, up to the lesser of (i) $30,000,000 of newly issued shares (the “Shares”) of the Company’s Class A common stock, par value $ per share (the “Common Stock”), and (ii) the Exchange Cap (as defined below) (subject to certain conditions and limitations contained in the Purchase Agreement), from time to time during the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley under the Purchase Agreement.
Under the applicable Nasdaq rules, in no event may the Company issue to B. Riley under the Purchase Agreement more than 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules. The Exchange Cap is not applicable to issuances and sales of common stock pursuant to Purchases and Intraday Purchases that we may effect pursuant to the Purchase Agreement, to the extent such shares of common stock are sold in such Purchases and Intraday Purchases (as applicable) at a price equal to or in excess of the applicable “minimum price” (as defined in the applicable listing rules of the Nasdaq) of the common stock, calculated at the time such Purchases and Intraday Purchases (as applicable) are effected by us under the Purchase Agreement, if any, as adjusted such that the Exchange Cap limitation would not apply under applicable Nasdaq rules. Moreover, the Company may not issue or sell any shares of Common Stock to B. Riley under the Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by B. Riley and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Rule 13d-3 promulgated thereunder), would result in B. Riley beneficially owning more than 4.99% of the outstanding shares of Common Stock. shares of Common Stock, which number of shares is equal to approximately
During the year ended December 31, 2022, the Company issued 1,448,696 shares of common stock as follows:
During the year ended December 31, 2021, the Company issued 6,574,040 shares of commons stock as follows:
Class B Common Sock
In April 2021, as part of the share conversion, the Company converted the 100% membership interest of Craig Technical Consulting, Inc. into shares of Common Stock, par value $ , of the Company.
On August 16, 2021, all shares of the previously issued and outstanding Common Stock, par value $ were exchanged for shares of Class B Common Stock, par value $ . All Class B common share and per share information in these financial statements retroactively reflect this share exchange.
The Company had shares of Class B common stock issued and outstanding as of December 31, 2022, and 2021.
During August, September and December 2021, the Company issued a total of 420,000 warrants for a period of five years at a price per share of $1.00 or $5.00 in connection with the common stock sold. Upon the issuance of the warrant as compensation of its services as an underwriter, the warrant was categorized as equity and the fair value of $768,905 was recorded as finance expense. During the year ended December 31, 2021, all warrants were fully exercised with cashless conversions and there were no warrants outstanding as of December 31, 2021.
The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions:
Schedule of Warrant Valuation Assumption
No definition available.
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://fasb.org/us-gaap/role/ref/legacyRef