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Approximate Number of Holders of Our Common Stock
−Removed: As of February 25, 2022 there were 131 holders of record of our Common Stock.
+Added: As of March 2, 2023 there were 123 holders of record of our Common Stock.
This number excludes stockholders whose stock is held in nominee or street name by brokers.
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Dividends were suspended to retain cash flow to pay operating expenses and reduce debt.
−Removed: On November 3, 2021, common stockholders of the Company voted to amend the Company’s charter (the “Charter”) to remove the cumulative dividend rights of the Series A Preferred and Series B Preferred.
−Removed: Additionally, as the Company has failed to pay cash dividends on the outstanding Series D Preferred, the annual dividend rate on the Series D Preferred has increased to 10.75%;
+Added: As the Company has failed to pay cash dividends on the outstanding Series D Preferred, the annual dividend rate on the Series D Preferred has increased to 10.75%;
commencing on the first day after the first missed quarterly payment, January 1, 2019 and will continue until such time as the Company has paid all accumulated and unpaid dividends on the Series D Preferred in full.
See Note 8, Equity and Mezzanine Equity, to our consolidated financial statements included in this Form 10-K.
−Removed: As a result of the dividend suspension on the Series A Preferred, Series B Preferred and Series D Preferred, no dividends may be declared or paid on the Common Stock until all accumulated accrued and unpaid dividends on the Preferred Stocks have been declared and paid in full.
−Removed: At this time, we can provide no certainty as to when or if dividends will be reinstated.
−Removed: However, we intend to make all required dividend distributions, if any, that will enable us to maintain our REIT status and to eliminate or minimize our obligation to pay income and excise taxes.
+Added: On November 3, 2021, common stockholders of the Company voted to amend the Company’s charter (the “Charter”) to remove the cumulative dividend rights of the Series A Preferred and Series B Preferred.
+Added: As a result of the dividend suspension on the Series D Preferred, our Charter provides that no dividends may be declared or paid on the Common Stock or on our other outstanding preferred until all accumulated accrued and unpaid dividends on the Series D Preferred have been paid in full.
+Added: At this time, the Company does not intend to pay dividends other than those required dividend distributions, if any, that will enable us to maintain our REIT status and to eliminate or minimize our obligation to pay income and excise taxes.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Future Liquidity Needs.”
−Removed: Recent Sales of Unregistered Securities
−Removed: On October 12, 2021, following the Company’s sale of $30.00 million in aggregate principal amount of the Company’s 7.00% senior subordinated convertible notes due 2031 (the “Convertible Notes”) in connection with the Company’s rights
−Removed: offering made pursuant to an effective registration statement filed with the SEC, Magnetar Structured Credit Fund, LP, Magnetar Longhorn Fund LP, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund – F LLC, Purpose Alternative Credit Fund – T LLC, AY2 Capital LLC (each individually, a “Backstop Party” and, collectively, the “Backstop Parties”) and their assignee purchased from the Company an additional $3.00 million in aggregate principal amount of the Convertible Notes pursuant to a registration rights agreement, dated as of March 12, 2021.
−Removed: The Convertible Notes are convertible, in whole or in part, at any time, at the option of the holders of the Convertible Notes, into shares of the Company’s Common Stock at a conversion price of $6.25 per share of the Company’s Common Stock (the “Conversion Price”);
−Removed: provided, however, that if at any time after September 21, 2023, holders of the Series D Preferred have required the Company to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred, then the Conversion Price will be adjusted to the lower of (i) 55% of the Conversion Price or (ii) a 45% discount to the lowest price at which any Series D Preferred was converted into the Common Stock.
−Removed: Upon a change of control, each Convertible Note will mandatorily convert into shares of the Company’s Common Stock equal to:
−Removed: (i) the principal amount of each Convertible Note divided by (ii) the product of (x) the average of the per share volume-weighted average prices for the Common Stock for the 15 consecutive trading days ending on the third business day immediately preceding the date of such change of control, and (y) 0.55.
−Removed: See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Rights Offering and Convertible Notes” for additional details regarding the Rights Offering and the Convertible Notes.
−Removed: The additional $3.00 million of Convertible Notes purchased by the Backstop Parties and their assignee pursuant to the registration rights agreement, dated as of March 12, 2021, were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, based upon factual representations of the purchasers thereof.
−Removed: The issuance was made without the use of an underwriter or selling agent, and no commissions or underwriting discounts were paid by the Company in connection with such issuance.
−Removed: Issuer Purchases of Equity Securities
−Removed: The Company through “modified Dutch auction” tender offers on the Series D Preferred accepted for purchase 387,097 shares at a purchase price of $15.50 per share, for an aggregate cost of $6.00 million on March 12, 2021 and 103,513 shares of Series D Preferred at a purchase price of $18.00 per share, for an aggregate cost of $1.86 million on May 15, 2021, both excluding fees and expenses.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.