UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: Automatic Conversion of Series A Cumulative Convertible Redeemable Preferred Stock and Series B Cumulative Convertible Redeemable Preferred Stock
−Removed: As a result of the closing of the 2021 Public Offering, all of our issued and outstanding Series A Cumulative Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) and Series B Cumulative Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) were automatically converted pursuant to their respective terms into an aggregate of 1,416,785 shares of our common stock.
−Removed: As a result of the automatic conversion of the Series A Preferred, the Series A Preferred is no longer quoted on the OTC Pink.
−Removed: The Series B Preferred was not quoted on any trading market.
−Removed: Waycare Acquisition
−Removed: On August 18, 2021, the Company completed its acquisition of Waycare by acquiring 100% of the issued and outstanding shares of Waycare.
−Removed: As a result of the acquisition, Waycare is a wholly-owned subsidiary of the Company.
−Removed: The aggregate purchase price for the shares of Waycare was $61,100,000, less the amount of Waycare’s debt and certain transaction expenses and subject to a customary working capital adjustment.
−Removed: The purchase price was comprised of $40,813,000 of cash and 2,784,474 shares of the Company’s common stock, valued at $20,287,000.
−Removed: As a result of the transaction, Waycare became a wholly-owned subsidiary of the Company.
−Removed: Additionally, pursuant to the terms of the Waycare purchase agreement, the Company reserved for issuance to Waycare’s continuing employees an aggregate of 686,248 restricted stock units, which were issued on October 28, 2021 pursuant to the terms of the Company’s 2017 Equity Award Plan, as amended.
−Removed: The restricted stock units are subject to customary vesting schedules and are intended to incentivize the continued performance of Waycare’s employees.
+Added: STS Acquisition
+Added: As previously disclosed under Item 3.02 in the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2022, as part of the purchase price the Company issued to the sellers of STS 798,666 unregistered shares of the Company’s common stock, valued at $2,000,000.
+Added: The stock consideration paid to the sellers was issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D, as promulgated thereunder.
Use of Proceeds
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