Stockholders’ Equity |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Equity [Abstract] | |
| Stockholders’ Equity |
Note 16: Stockholders’ Equity
Common Stock
As of June 30, 2022, the total number of authorized shares of common stock was .
As of June 30, 2022, and December 31, 2021, there were and shares of common stock outstanding, respectively.
On February 24, 2022, the Company issued shares of the Company’s common stock valued at $65,515 which were held in escrow as part of the ChizComm acquisition.
On March 2, 2022, the Company issued shares of the Company’s common stock valued at $0.3 million to a consultant for advisory services.
On April 7, 2022, the Company issued shares of the Company’s common stock valued at $10.8 million related to the Wow Acquisition, as part of the purchase price. Also included as part of the Wow Acquisition, the Company has issued shares, valued at $0.7 million, which will be exchanged at a future redemption date upon tender of ExchangeCo (as defined below) shares as specified in the agreement. See additional information on the ExchangeCo shares below under “Preferred Stock.”
On May 31, 2022, the Company issued shares of the Company’s common stock valued at $0.4 million to a nonemployee for productions services.
During the six months ended June 30, 2022, the Company issued shares of the Company’s common stock valued at $1.4 million representing delivery of vested RSUs.
Preferred Stock
The Company has 10,000,000 shares of preferred stock authorized with a par value of $0.001 per share. The Board of Directors is authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time-to-time shares of preferred stock in one or more series. Each series of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our Board of Directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.
In connection with the Company’s acquisition of Wow, certain eligible Canadian shareholders, noteholders and optionholders of Wow elected to receive the Exchangeable Shares in the capital of the Wow Exchange Co. Inc. (“ExchangeCo”) instead of shares of the Company’s common stock to which they were otherwise entitled.
The shares of ExchangeCo are exchangeable into shares of the Company’s common stock in accordance with their terms. Holders of the ExchangeCo shares are entitled to defined voting rights (the “Voting Rights”) in the Company pursuant to a voting and exchange trust agreement (the “Voting Agreement”) dated April 6, 2022 between the Company, ExchangeCo, 1329258 B.C. Ltd. and Computershare Trust Company of Canada (the “Voting Trustee”). The Voting Trustee holds a single share of Series B Preferred Stock in the capital of the Company (the “Special Voting Share”), which grants the Voting Trustee that number of votes at the meetings of the Company’s shareholders as is equal to the number of shares of the Company’s common stock that at such time have not been delivered pursuant to the tender of ExchangeCo shares. The Voting Trustee is required to exercise each vote attached to the Special Voting Share only as directed by the relevant holder of the underlying Genuis Shares and, in the absence of any instructions, will not exercise voting rights with respect to the applicable shares.
As of June 30, 2022 and December 31, 2021, there were 0 shares of Series A Convertible Preferred Stock outstanding. As of June 30, 2022 there was 1 share of Series B Preferred Stock outstanding.
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