Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | 180 Life Sciences Corp. | |
Entity Central Index Key | 0001690080 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity File Number | 001-38105 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 18,032,018 | |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 473,851 | $ 546,636 |
Restricted cash | 179,014 | |
Prepaid income taxes | 25,633 | 25,633 |
Prepaid expenses | 42,665 | 51,790 |
Total current assets | 721,163 | 624,059 |
Marketable securities held in Trust Account | 10,303,227 | 11,877,654 |
Total Assets | 11,024,390 | 12,501,713 |
Current liabilities: | ||
Accounts payable and accrued expenses | 358,268 | 268,423 |
March promissory note - related party | 87,301 | 366,346 |
Due to related party | 795,003 | 795,003 |
Advances due - 180 | 667,315 | 1,699,825 |
Convertible promissory notes, net of debt discount | 1,838,118 | |
Derivative liability | 256,670 | |
Total current liabilities | 4,002,675 | 3,129,597 |
Deferred underwriting fees | 4,025,000 | |
Total Liabilities | 4,002,675 | 7,154,597 |
Commitments | ||
Common stock subject to possible redemption, $0.0001 par value; 190,970 and 33,618 shares as of September 30, 2020 and December 31, 2019, respectively (at approximately $10.59 and $10.33 per share, respectively) | 2,021,705 | 347,106 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized (see Note 10); no shares issued and outstanding as of September 30, 2020 and December 31, 2019 | ||
Common stock, $0.0001 par value; 35,000,000 shares authorized (see Note 10); 5,276,946 and 4,458,149 shares issued and outstanding (excluding 190,970 and 33,618 shares subject to possible redemption, respectively) as of September 30, 2020 and December 31, 2019, respectively | 528 | 446 |
Additional paid-in capital | 8,342,826 | 3,929,663 |
(Accumulated deficit)/Retained earnings | (3,343,344) | 1,069,901 |
Total Stockholders' Equity | 5,000,010 | 5,000,010 |
Total Liabilities and Stockholders' Equity | $ 11,024,390 | $ 12,501,713 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption par value | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares | 190,970 | 33,618 |
Common stock subject to possible redemption, per share | $ 10.59 | $ 10.33 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 5,276,946 | 4,458,149 |
Common stock, shares outstanding | 5,276,946 | 4,458,149 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
General and administrative expenses | $ 403,397 | $ 225,699 | $ 1,039,028 | $ 786,980 |
Loss from operations | (403,397) | (225,699) | (1,039,028) | (786,980) |
Other (expense) income: | ||||
Interest expense | (1,504,319) | (1,774,576) | ||
Loss on issuance of convertible promissory note | (1,657,522) | |||
Interest income | 266 | 255,254 | 38,704 | 1,203,538 |
Change in fair value of derivative liability | 19,177 | 19,177 | ||
Other (expense) income, net | (1,484,876) | 255,254 | (3,374,217) | 1,203,538 |
(Loss) income before income taxes | (1,888,273) | 29,555 | (4,413,245) | 416,558 |
Benefit (provision) for income taxes | 3,827 | (51,345) | (217,583) | |
Net (loss) income | $ (1,884,446) | $ (21,790) | $ (4,413,245) | $ 198,975 |
Weighted average shares outstanding | ||||
Basic | 5,177,321 | 4,264,291 | 4,706,640 | 4,197,910 |
Diluted | 5,177,321 | 4,264,291 | 4,706,640 | 8,168,215 |
Net (loss) income per common share | ||||
Basic | $ (0.36) | $ (0.01) | $ (0.94) | $ 0.05 |
Diluted | $ (36) | $ (0.01) | $ (0.94) | $ 0.02 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings / (Accumulated Deficit) | Total | |
Balance at Dec. 31, 2018 | $ 410 | $ 3,838,395 | $ 1,161,201 | $ 5,000,006 | |
Balance (in shares) at Dec. 31, 2018 | 4,098,712 | ||||
Change in value of common stock subject to possible redemption | [1] | $ 13 | (231,610) | (231,597) | |
Change in value of common stock subject to possible redemption (in shares) | 128,376 | ||||
Net loss | 231,595 | 231,595 | |||
Balance at Mar. 31, 2019 | $ 423 | 3,606,785 | 1,392,796 | 5,000,004 | |
Balance (in shares) at Mar. 31, 2019 | 4,227,088 | ||||
Balance at Dec. 31, 2018 | $ 410 | 3,838,395 | 1,161,201 | 5,000,006 | |
Balance (in shares) at Dec. 31, 2018 | 4,098,712 | ||||
Net loss | 198,975 | ||||
Balance at Sep. 30, 2019 | $ 430 | 3,639,402 | 1,360,176 | 5,000,008 | |
Balance (in shares) at Sep. 30, 2019 | 4,300,589 | ||||
Balance at Mar. 31, 2019 | $ 423 | 3,606,785 | 1,392,796 | 5,000,004 | |
Balance (in shares) at Mar. 31, 2019 | 4,227,088 | ||||
Change in value of common stock subject to possible redemption | [1] | $ 3 | 10,830 | 10,833 | |
Change in value of common stock subject to possible redemption (in shares) | [1] | 37,203 | |||
Net loss | (10,830) | (10,830) | |||
Balance at Jun. 30, 2019 | $ 426 | 3,617,615 | 1,381,966 | 5,000,007 | |
Balance (in shares) at Jun. 30, 2019 | 4,264,291 | ||||
Change in value of common stock subject to possible redemption | $ 4 | 21,787 | 21,791 | ||
Change in value of common stock subject to possible redemption (in shares) | 36,298 | ||||
Net loss | (21,790) | (21,790) | |||
Balance at Sep. 30, 2019 | $ 430 | 3,639,402 | 1,360,176 | 5,000,008 | |
Balance (in shares) at Sep. 30, 2019 | 4,300,589 | ||||
Balance at Dec. 31, 2019 | $ 446 | 3,929,663 | 1,069,901 | 5,000,010 | |
Balance (in shares) at Dec. 31, 2019 | 4,458,149 | ||||
Change in value of common stock subject to possible redemption | $ 2 | 217,406 | 217,408 | ||
Change in value of common stock subject to possible redemption (in shares) | 21,129 | ||||
Net loss | (217,411) | (217,411) | |||
Balance at Mar. 31, 2020 | $ 448 | 4,147,069 | 852,490 | 5,000,007 | |
Balance (in shares) at Mar. 31, 2020 | 4,479,278 | ||||
Balance at Dec. 31, 2019 | $ 446 | 3,929,663 | 1,069,901 | 5,000,010 | |
Balance (in shares) at Dec. 31, 2019 | 4,458,149 | ||||
Net loss | (4,413,245) | ||||
Balance at Sep. 30, 2020 | $ 528 | 8,342,826 | (3,343,344) | 5,000,010 | |
Balance (in shares) at Sep. 30, 2020 | 5,276,946 | ||||
Balance at Mar. 31, 2020 | $ 448 | 4,147,069 | 852,490 | 5,000,007 | |
Balance (in shares) at Mar. 31, 2020 | 4,479,278 | ||||
Change in value of common stock subject to possible redemption | [2] | $ (45) | (4,727,648) | (4,727,693) | |
Change in value of common stock subject to possible redemption (in shares) | [2] | (451,957) | |||
Issuance of commitment shares and leak-out shares and beneficial conversion feature in connection with convertible promissory notes | $ 105 | 3,013,997 | 3,014,082 | ||
Issuance of commitment shares and leak-out shares and beneficial conversion feature in connection with convertible promissory notes (in shares) | 1,050,000 | ||||
Waiver of deferred underwriting fee | 4,025,000 | 4,025,000 | |||
Net loss | (2,311,388) | (2,311,388) | |||
Balance at Jun. 30, 2020 | $ 508 | 6,458,398 | (1,458,898) | 5,000,008 | |
Balance (in shares) at Jun. 30, 2020 | 5,077,321 | ||||
Change in value of common stock subject to possible redemption | $ 10 | 946,097 | 946,107 | ||
Change in value of common stock subject to possible redemption (in shares) | 99,625 | ||||
Issuance of commitment shares and leak-out shares and beneficial conversion feature in connection with convertible promissory notes | $ 10 | 938,331 | 938,341 | ||
Issuance of commitment shares and leak-out shares and beneficial conversion feature in connection with convertible promissory notes (in shares) | 100,000 | ||||
Net loss | (1,884,446) | (1,884,446) | |||
Balance at Sep. 30, 2020 | $ 528 | $ 8,342,826 | $ (3,343,344) | $ 5,000,010 | |
Balance (in shares) at Sep. 30, 2020 | 5,276,946 | ||||
[1] | Includes the redemption of 5,128,523 shares of common stock on March 5, 2019 and 1,580,762 shares of common stock on June 5, 2019. | ||||
[2] | Includes the redemption of 67,665 shares of common stock on April 8, 2020. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) (Parenthetical) - shares | Aug. 08, 2020 | Jun. 05, 2019 | Mar. 05, 2019 |
Statement of Stockholders' Equity [Abstract] | |||
Redemption shares of common stock | 67,665 | 1,580,762 | 5,128,523 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (4,413,245) | $ 198,975 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest income earned on investments held in Trust Account | (38,704) | (1,203,538) |
Amortization on debt discount | 1,658,866 | |
Loss on issuance of convertible promissory notes | 1,657,522 | |
Change in fair value of the derivative liability | (19,177) | |
Changes in operating assets and liabilities: | ||
Prepaid income taxes | (29,127) | |
Prepaid expenses | 9,125 | (35,840) |
Accounts payable and accrued expenses | 89,845 | (8,358) |
Franchise and income taxes payable | (82,317) | |
Net cash and restricted cash used in operating activities | (1,055,768) | (1,160,205) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account for redemptions | 1,889,579 | 69,305,537 |
Investment of cash in Trust Account | (276,448) | (431,164) |
Interest income released from Trust Account to pay taxes | 396,885 | |
Net cash and restricted cash provided by investing activities | 1,613,131 | 69,271,258 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible promissory note from related party | 254,359 | |
Advances from related party | 742,405 | |
Repayment of advances from related party | (100,000) | |
Advances from 180 | 9,990 | 942,870 |
Repayment of advances from 180 | (1,042,500) | |
Proceeds from convertible promissory note - related party | 33,877 | |
Repayment of convertible promissory note - related party | (312,922) | (80,000) |
Proceeds from convertible promissory notes | 2,750,000 | |
Redemptions of common stock | (1,889,579) | (69,305,537) |
Net cash and restricted cash used in financing activities | (451,134) | (67,545,903) |
Net Change in Cash and Restricted Cash | 106,229 | 565,150 |
Cash and Restricted Cash - Beginning of period | 546,636 | 270,884 |
Cash and Restricted Cash - Ending of period | 473,851 | 836,034 |
Supplementary cash flow information: | ||
Cash paid for income taxes | 261,165 | |
Non-cash investing and financing activities: | ||
Change in value of common stock subject to possible redemption | 3,564,178 | 198,973 |
Waiver of deferred underwriting fee | 4,025,000 | |
Initial classification of derivative liability in connection with issuance of convertible promissory note | 275,847 | |
Original issue discount in connection with issuance of convertible promissory note | 305,556 | |
Issuance of commitment shares and leak-out shares in connection with convertible promissory note | 3,952,423 | |
Conversion of advances and promissory notes to convertible promissory notes | 314,509 | |
Transfer of convertible notes owed to the Sponsor to promissory note owed to Tyche Capital LLC | 650,000 | |
Contribution of Initial Loan to Trust Account by Sponsor | $ 573,433 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 180 Life Sciences Corp., formerly known as KBL Merger Corp. IV (the "Company"), was a blank check company organized under the laws of the State of Delaware on September 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Business Combination On November 6, 2020 (the " Closing Date Business Combination Company KBL Business Combination Agreement Merger Sub 180 Katexco CBR Pharma 180 LP 180 Subsidiaries 180 Parties Stockholder Representative Merger Effective Time Closing At the Effective Time, each share of 180 common stock issued and outstanding prior to the Effective Time was automatically converted into the right to receive 168.3784 shares of the common stock, par value $0.0001 per share, of the Company (" Common Stock Merger Consideration Shares Special Voting Shares As a result of the Merger, the existing exchangeable shares (collectively, the " Exchangeable Shares Pursuant to the Business Combination Agreement, 1,050,000 of the Merger Consideration Shares (such shares, the " Escrow Shares Escrow Account As a result of the Business Combination, the former shareholders of 180 became the controlling shareholders of the Company and 180 became a subsidiary of the Company. The Business Combination was accounted for as a reverse merger, whereby 180 is considered the acquirer for accounting and financial reporting purposes. Further information regarding the Business Combination is set forth in (i) the proxy statement / prospectus included in the registration statement on form S-4 (File No. 333-234650), as amended and supplemented, originally filed with the SEC on November 12, 2019 and declared effective by the SEC on October 9, 2020; and (ii) the Current Report on Form 8-K filed with the SEC on November 12, 2020. In connection with the Closing, the Company withdrew $9,006,493 of funds from the Trust Account (as defined below) to fund the redemptions of 816,461 shares. In addition, advances made to the Company by the 180 Parties totalling $667,315 as of September 30, 2020 remain outstanding. Business Prior to the Business Combination Prior to the Closing, the Company had one wholly owned subsidiary, KBL Merger Sub, Inc., incorporated in Delaware on July 3, 2019 ("Merger Sub"). As of September 30, 2020, the Merger Sub had no activity. All activity through September 30, 2020 relates to the Company's formation, its initial public offering ("Initial Public Offering"), which is described below, identifying a target company for a Business Combination, and consummating the acquisition of 180. The registration statement for the Company's Initial Public Offering was declared effective on June 1, 2017. On June 7, 2017, the Company consummated the Initial Public Offering of 10,000,000 units at $10.00 per unit ("Units" and, with respect to the shares of the Company's common stock included in the Units offered, the "Public Shares"), generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement ("Private Placement") of 450,000 units ("Private Units" and, with respect to the shares of the Company's common stock included in the Private Units offered, the "Private Shares") at a price of $10.00 per Private Unit in a private placement to the Company's sponsor, KBL IV Sponsor LLC (the "Sponsor"), and the underwriters, generating gross proceeds of $4,500,000, which is described in Note 3. On June 23, 2017, in connection with the underwriters' election to fully exercise their over-allotment option, the Company consummated the sale of an additional 1,500,000 Units at $10.00 per Unit and the sale of an additional 52,500 Private Units at $10.00 per Private Unit, generating total gross proceeds of $15,525,000. Following the closing, an additional $15,150,000 of net proceeds ($10.10 per Unit) was placed in a trust account ("Trust Account"), resulting in $116,150,000 ($10.10 per Unit) held in the Trust Account. Transaction costs amounted to $7,345,436, consisting of $2,875,000 of underwriting fees, $4,025,000 of deferred underwriting fees (see Note 9) and $445,436 of Initial Public Offering costs. Following the closing of the Initial Public Offering and the Private Placement, an amount of $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Units was placed in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on April 7, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Cash and Marketable Securities Held in Trust Account At September 30, 2020 and December 31, 2019, assets held in the Trust Account were comprised of $10,303,227 and $11,877,654, respectively, in money market funds which are invested in U.S. Treasury Securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 190,970 and 33,618 shares of common stock subject to possible redemption at September 30, 2020 and December 31, 2019, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020, and December 31, 2019, the Company had a deferred tax asset of approximately $1,334,000 and $407,000, respectively, which had a full valuation allowance recorded against it of approximately $1,334,000 and $407,000, respectively. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2020, the Company recorded income tax benefit (expense) of approximately $3,827 and $0, respectively, primarily related to interest income earned on the Trust Account. During the three and nine months ended September 30, 2019, the Company recorded income tax expense of approximately $51,000 and $218,000, respectively, primarily related to interest income earned on the Trust Account. The Company’s effective tax rate for the three and nine months ended September 30, 2020 was approximately (0.2%) and 0.0%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible, as well as permanent differences due to the non-cash interest and the non-cash loss on the issuance of the convertible promissory notes. The Company’s effective tax rate for the three and nine months ended September 30, 2019 was approximately 173.7% and 52.2%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that Delaware is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2020 and December 31, 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal or state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. Net (Loss) Income Per Common Share Net (loss) income per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Shares of common stock subject to possible redemption at September 30, 2020 and 2019 have been excluded from the calculation of basic (loss) income per share for the three and nine months ended September 30, 2020 and 2019 since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and Private Placement to purchase 6,001,250 shares of common stock and (2) rights sold in the Initial Public Offering and Private Placement that convert into 1,200,250 shares of common stock, in the calculation of diluted income per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events and the inclusion of such warrants and rights would be anti-dilutive under the treasury stock method. Derivative Liabilities The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability and the change in fair value is recorded in other (expense) income, net in the consolidated statements of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are classified in interest expense in the condensed consolidated statements of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2020 and December 31, 2019, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Initial Public Offering and Pri
Initial Public Offering and Private Placement | 9 Months Ended |
Sep. 30, 2020 | |
Initial Public Offering and Private Placement [Abstract] | |
INITIAL PUBLIC OFFERING AND PRIVATE PLACEMENT | 3. INITIAL PUBLIC OFFERING AND PRIVATE PLACEMENT Initial Public Offering On June 7, 2017, pursuant to the Initial Public Offering, the Company sold 11,500,000 Units at a purchase price of $10.00 per Unit, inclusive of 1,500,000 Units sold to the underwriters on June 23, 2017 upon the underwriters’ election to fully exercise their over-allotment option, generating gross proceeds of $115,000,000. Each Unit consists of one share of the Company’s common stock, one right to receive one-tenth of one share of the Company’s common stock upon the consummation of a Business Combination (“Right”), and one redeemable warrant to purchase one-half of one share of the Company’s common stock (“Warrant”). Each Warrant will entitle the holder to purchase one-half of one share of common stock at an exercise price of $5.75 per half share ($11.50 per whole share), subject to adjustment. No fractional shares will be issued upon exercise of the warrants. The Warrants will become exercisable on the later of (i) 30 days after the completion of the initial Business Combination and (ii) 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company may redeem the Warrants, in whole and not in part, at a price of $0.01 per Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. If the Company calls the Warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of Warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the Warrants. Each holder of a Right received one-tenth (1/10) of one share of common stock upon consummation of the Business Combination. No fractional shares will be issued upon exchange of the Rights. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 share of common stock underlying each right (without paying any additional consideration). Private Placement Concurrently with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 450,000 Private Units at $10.00 per Private Unit, generating gross proceeds of $4,500,000 in a Private Placement. In addition, on June 23, 2017, the Company consummated the sale of an additional 52,500 Placement Units at a price of $10.00 per Unit, which were purchased by the Sponsor and underwriters, generating gross proceeds of $525,000. Of these, 377,500 Private Units were purchased by the Sponsor and 125,000 Private Units were purchased by the underwriters. The proceeds from the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Units (including their component securities) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and the warrants included in the Private Units (the “Private Placement Warrants”) will be non-redeemable so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Initial Public Offering. In addition, for as long as the Private Placement Warrants are held by the underwriters or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement related to the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the Initial Public Offering and have no net cash settlement provisions. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS Founder Shares In September 2016, the Company issued 2,875,000 shares of the Company’s common stock to the Sponsor (the “Founder Shares”) in exchange for a capital contribution of $25,000. The 2,875,000 Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. As a result of the underwriters’ election to exercise their over-allotment option in full on June 23, 2017, 375,000 Founder Shares were no longer subject to forfeiture. In conjunction with their investment in the Private Units, the underwriters or their designees also purchased membership interests in the Sponsor, through which the underwriters or their designees collectively have a pecuniary interest in 230,000 Founder Shares, pursuant to a separate private placement that closed simultaneously with the closing of the Initial Public Offering and the Private Placement. The Sponsor beneficially owns the Founder Shares allocated to the underwriters or their designees and retains sole voting and dispositive power over such securities until the closing of a Business Combination, at which time the Sponsor will distribute the Founder Shares to the underwriters or their designees for no additional consideration. Upon receipt of the Founder Shares, the underwriters or their designees will no longer retain their ownership interests in the Sponsor. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier to occur of (i) one year after the completion of a Business Combination, and (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of the Company’s common stock for cash, securities or other property (the “Lock-Up Period”). Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after its initial Business Combination, then the lock-up will terminate. In connection with the Business Combination Agreement, the Sponsor deposited in escrow with a third-party escrow agent 1,406,250 of its Founder Shares that it acquired prior to the Company's Initial Public Offering (the “Escrowed Shares”), of which 500,000 were released back to the Sponsor prior to the Closing of the Business Combination. Related Party Advances As of December 31, 2019, the Sponsor advanced an aggregate of $1,209,512 to fund working capital purposes and Business Combination expenses, of which $840,482 was advanced during the year ended December 31, 2019. During the year ended December 31, 2019, the Company repaid an aggregate amount of $100,000 of such advances and an aggregate amount of $314,509 was converted into loans under the March Promissory Note described below. As of September 30, 2020 and December 31, 2019, advances of $795,003 were outstanding. Upon the Closing of the Business Combination, the Company issued 198,751 shares of commons stock to the Sponsor upon conversion of the advances in the principal amount of $795,003. Administrative Service Fee The Company agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. For each of the three months ended September 30, 2020 and 2019, the Company incurred $30,000 of administrative service fees and for each of the nine months ended September 30, 2020 and 2019, the Company incurred $90,000 of administrative service fees. As of September 30, 2020, and December 31, 2019, an aggregate of $276,000 and $286,000, respectively, is payable. As of September 30, 2020 and December 31, 2019, $286,000 of the amounts due for such fees are included as loans under the March Promissory Note described below and included in the convertible promissory note related party in the accompanying condensed consolidated balance sheets. The Company ceased paying these monthly fees upon the Closing. Convertible Promissory Note On March 15, 2019, the Company issued the Sponsor the March Promissory Note, pursuant to which outstanding advances in the aggregate amount of $314,509 were converted into loans under the March Promissory Note and including the $573,433 Initial Loan from the Sponsor. The March Promissory Note is unsecured, non-interest bearing and due on the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company. Up to $1,000,000 of the loans under the March Promissory Note may be converted, at the Sponsor’s discretion, into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. Through September 30, 2020, the Sponsor advanced the Company $371,696 under the Expense Reimbursement Agreement (as defined in Note 5), of which $33,877 was advanced during the nine months ended September 30, 2020. Through September 30, 2020, the Company repaid $522,337 of the March Promissory Note, of which $312,922 was repaid during the nine months ended September 30, 2020. In September 2020, the Company amended and restated the March Promissory Note, effective upon the Closing of the Business Combination, to remove the conversion feature and to provide that such note would be due upon the “Second Closing” under the Securities Purchase Agreement that the Company entered into in June 2020. In connection with the Term Sheet entered into on April 10, 2019, Tyche paid the Sponsor $650,000 to purchase such obligations owed to the Sponsor under the March Promissory Note (see Note 8). In December 2019, the Tyche Note was transferred to 180. As of September 30, 2020, and December 31, 2019, there was $87,301 and $366,346, respectively, outstanding under the March Promissory Note and no amounts outstanding under the Tyche Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, and subject to the amendment of the March Promissory Note, up to $1,000,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. As of September 30, 2020, and December 31, 2019, the Company had $87,301 and $366,346, respectively, outstanding under the March Promissory Note. |
Expense Reimbursement Agreement
Expense Reimbursement Agreement | 9 Months Ended |
Sep. 30, 2020 | |
Expense Reimbursement Agreement [Abstract] | |
EXPENSE REIMBURSEMENT AGREEMENT | 5. EXPENSE REIMBURSEMENT AGREEMENT On March 15, 2019, the Company entered into an expense reimbursement agreement (the “Expense Reimbursement Agreement”) with the Sponsor and KBL Healthcare Management, LLC (“KBL Management”), an affiliate of the Sponsor and its Chief Executive Officer, in recognition of the compensation expense incurred by KBL Management for services provided by one of their employees on behalf of the Sponsor to the Company. The Expense Reimbursement Agreement is effective January 1, 2019 until the earlier of (i) the consummation of a Business Combination or (ii) the Company’s liquidation. Under the Expense Reimbursement Agreement, the Company will reimburse the Sponsor for the compensation expense incurred by KBL Management for its employee in the amount of $180,000 per year plus health insurance costs of $1,139 per month. At the Company’s election, the Company may pay amounts due pursuant to a non-interest bearing, unsecured promissory note. As of September 30, 2020, and December 31, 2019, amounts due under the Expense Reimbursement Agreement totaled $87,301 and $337,819, respectively, and has been included in the March Promissory Note (see Note 4). |
Dominion Convertible Promissory
Dominion Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2020 | |
Dominion Convertible Promissory Notes [Abstract] | |
DOMINION CONVERTIBLE PROMISSORY NOTES | 6. DOMINION CONVERTIBLE PROMISSORY NOTES Principal Unamortized Net book value, Dominion Convertible Promissory Note $ 1,805,556 $ (449,425 ) $ 1,356,131 Kingsbrook Convertible Promissory Note (see Note 7) 1,796,411 (937,282 ) 859,129 Alpha Convertible Promissory Note (see Note 8) 1,111,111 (995,261 ) 115,850 Leak-out shares (492,992 ) Total convertible promissory note outstanding 4,713,078 (2,381,968 ) 1,838,118 On June 12, 2020 (the "Issue Date"), the Company entered into a $1,666,667 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the "Dominion Convertible Notes") with Dominion Capital LLC (the "Holder"), which was issued to the Holder in conjunction with 400,000 shares of common stock (the "Dominion Commitment Shares"). In conjunction with the SPA, the Company entered into a series of Leak Out Agreements in which certain parities agreed that they would not sell, dispose or otherwise transfer, in aggregate more than 5% of the composite daily trading volume of the common stock of the Company. Pursuant to the Leak-Out Agreement between the Company and Caravel CAD Fund Ltd., the Company issued 404,245 restricted shares of common stock ("Leak-Out Shares"). The Company received $1,625,000 in cash from the Holder with the remainder retained by the Holder for the Original Issue Discount of $180,556. The Company incurred $90,072 in third-party fees directly attributed to the issuance of the Dominion Convertible Notes, debt discount related to the Dominion Commitment Shares and Leak-Out Shares pursuant to the transaction of $980,807 and a beneficial conversion feature of $358,899. The beneficial conversion feature of $358,899 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the Dominion Notes and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. The Company agreed to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Dominion Convertible Notes due and payable on February 11, 2021 (the "Maturity Date"), unless converted under terms and provisions as set forth within the Dominion Convertible Notes. The Dominion Convertible Notes provide the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company's common stock at a conversion price of $5.28 per share. The Dominion Convertible Notes require the Company to reserve at least 868,056 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Dominion Convertible Notes provide that the aggregate number of shares of common stock issued to the Holder under the Dominion Convertible Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the "the Beneficial Ownership Limitation"). The Holder, upon not less than sixty-one (61) days' prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Dominion Convertible Notes held by the Holder. On the 10th day following the Company consummating any public or private offering of any securities or other financing or capital-raising transaction of any kind (each a "Subsequent Offering") on any date other than the Maturity Date, the Company shall, subject to the Holder's conversion rights set forth herein, pay to the Holder in cash an amount equal to the Mandatory Prepayment Amount but in no event greater than fifty percent (50%) of the gross proceeds from the Subsequent Offering. The Company shall pay a late fee (the "Late Fees") on any amount required to be paid under any transaction document and not paid when due, at a rate equal to the lesser of an additional 10% of such amount or the maximum rate permitted by applicable law which shall be due and owing daily from the date such amount is due hereunder through the date of actual payment in full of such amount in cash. Immediately on and after the occurrence of any Event of Default, without need for notice or demand all of which are waived, interest on this Note shall accrue and be owed daily at an increased interest rate equal to the lesser of two percent (2.0%) per month (twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. In addition, in any Event of Default, the Company must pay a mandatory default amount equal to one hundred thirty percent (130%) of the sum of the outstanding principal amount of the Dominion Convertible Notes at such time and all accrued interest unpaid at such time (including any Minimum Interest Amount remaining outstanding on such principal amount as of such time) and (b) all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other amounts due to the Holder or any other party in respect of the Dominion Convertible Notes. The Dominion Convertible Notes also contain a provision whereby the Holder is due a minimum interest amount or make whole amount meaning on any date and with respect to any principal amount owing under the Dominion Convertible Notes, the difference between (a) 10% of such principal amount, representing a full year of interest payments thereunder and (b) any payment of interest made prior to such date with respect to such principal amount. To be free from doubt, the minimum interest amount is only applicable for the initial 12 month period from the Issue Date. The Company assessed each of the above provisions in the Dominion Convertible Notes under ASC Topic 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have been amortized to interest expense over the respective term of the related note. The following are the key assumptions that were used in connection with the valuation of the derivative identified during the period ending September 30, 2020: Fair market value of stock $ 7.37 Exercise price $ 5.28 Volatility 94 % Risk-free interest rate 0.10 % Derivative life (years) 0.36 The total derivative liability associated with these notes was $97,706 at September 30, 2020. The Company recorded a change in the fair value of the derivative liability of $8,003 during the three and nine months ended September 30, 2020, which is reflected in the unaudited condensed consolidated statements of operations. Principal of $1,805,556 remained outstanding as of September 30, 2020. Interest expense and amortization of debt discount, associated with the Dominion Convertible Notes during the three and nine months ended September 30, 2020 amounted to $692,773 and $828,270, respectively. The unamortized discount related to the Dominion Convertible Notes was $449,425 at September 30, 2020. |
Kingsbrook Convertible Promisso
Kingsbrook Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2020 | |
Convertible Promissory Notes [Abstract] | |
KINGSBROOK CONVERTIBLE PROMISSORY NOTES | 7. KINGSBROOK CONVERTIBLE PROMISSORY NOTES On June 12, 2020 (the "Issue Date"), the Company entered into a $1,657,522 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the "Kingsbrook Convertible Notes") with Kingsbrook Opportunities Master Fund LP (the "Holder"), which was issued to the Holder in conjunction with 250,000 shares of common stock (the "Kingsbrook Commitment Shares"). The Company received $125,000 in cash from the Holder with the remainder retained by the Holder for the Original Issue Discount of $13,889. The Company incurred $6,929 in third-party fees directly attributed to the issuance of the Kingsbrook Convertible Notes, debt discount related to the Kingsbrook Commitment Shares pursuant to the transaction of $25 and a beneficial conversion feature of $1,577,350. The beneficial conversion feature of $1,577,350 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the Kingsbrook Notes and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. The Company recognized a $1,657,522 loss in earnings pursuant to the transaction. This amount was calculated as the excess of fair value of the liabilities recognized over the proceeds received of $1,657,522. The Company agreed to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Kingsbrook Convertible Notes due and payable on February 11, 2021 (the "Maturity Date"), unless converted under terms and provisions as set forth within the Kingsbrook Convertible Notes. The Kingsbrook Convertible Notes provide the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company's common stock at a conversion price of $5.28 per share. The Kingsbrook Convertible Notes require the Company to reserve at least 1,823,275 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Kingsbrook Convertible Notes provide that the aggregate number shares of common stock issued to the Holder under the Kingsbrook Convertible Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the "the Beneficial Ownership Limitation"). The Holder, upon not less than sixty-one (61) days' prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Kingsbrook Convertible Notes held by the Holder. On the 10th day following the Company consummating any public or private offering of any securities or other financing or capital-raising transaction of any kind (each a "Subsequent Offering") on any date other than the Maturity Date, the Company shall, subject to the Holder's conversion rights set forth herein, pay to the Holder in cash an amount equal to the Mandatory Prepayment Amount but in no event greater than fifty percent (50%) of the gross proceeds from the Subsequent Offering. Immediately on and after the occurrence of any Event of Default, without need for notice or demand all of which are waived, interest on this Note shall accrue and be owed daily at an increased interest rate equal to the lesser of two percent (2.0%) per month (twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. In addition, in any Event of Default, the Company must pay a mandatory default amount equal to one hundred thirty percent (130%) of the sum of the outstanding principal amount of the Kingsbrook Convertible Notes at such time and all accrued interest unpaid at such time (including any Minimum Interest Amount remaining outstanding on such principal amount as of such time) and (b) all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other amounts due to the Holder or any other party in respect of the Kingsbrook Convertible Notes. The Kingsbrook Convertible Notes also contain a provision whereby the Holder is due a minimum interest amount or make whole amount meaning on any date and with respect to any principal amount owing under the Kingsbrook Convertible Notes, the difference between (a) 10% of such principal amount, representing a full year of interest payments thereunder and (b) any payment of interest made prior to such date with respect to such principal amount. To be free from doubt, the minimum interest amount is only applicable for the initial 12 month period from the Issue Date. The Company assessed each of the above provisions in the Kingsbrook Convertible Notes under ASC Topic 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have been amortized to interest expense over the respective term of the related note. The following are the key assumptions that were used in connection with the valuation of the derivative identified during the period ending September 30, 2020: Fair market value of stock $ 8.37 Exercise price $ 5.28 Volatility 94.5 % Risk-free interest rate 0.10 % Derivative life (years) 0.36 The total derivative liability associated with these notes was $102,066 at September 30, 2020. The Company recorded a change in the fair value of the derivative liability of $6,413 during the three and nine months ended September 30, 2020, which is reflected in the unaudited condensed consolidated statements of operations. Principal of $1,796,411 remained outstanding as of September 30, 2020. Interest expense and amortization of debt discount, associated with the Kingsbrook Convertible Notes during the three and nine months ended September 30, 2020 amounted to $688,989 and $823,758, respectively. The unamortized discount related to the Kingsbrook Convertible Notes was $937,282 at September 30, 2020. |
Alpha Capital Anstalt Convertib
Alpha Capital Anstalt Convertible Note | 9 Months Ended |
Sep. 30, 2020 | |
Alpha Capital Anstalt Convertile Note [Abstract] | |
ALPHA CAPITAL ANSTALT CONVERTIBLE NOTE | 8. ALPHA CAPITAL ANSTALT CONVERTIBLE NOTE On September 8, 2020 (the "Issue Date"), the Company entered into a $1,111,111 10% Secured Convertible Promissory Note (the "Alpha Capital Anstalt Convertible Note") with Alpha Capital Anstalt (the "Holder"), which was issued to the Holder in conjunction with 100,000 shares of common stock (the "Alpha Capital Anstalt Commitment Shares"). The Company collected $1,000,000 in cash from the Holder with the remainder retained by the Holder for the Original Issue Discount of $111,111. The Company recorded a debt discount related to the Alpha Capital Anstalt Commitment Shares pursuant to the transaction of $324,726 and a beneficial conversion feature of $613,615. The beneficial conversion feature of $613,615 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the Alpha Capital Anstalt Convertible Note and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. The Company promised to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Alpha Capital Anstalt Convertible Note due and payable on April 7, 2021 (the "Maturity Date"), unless converted under terms and provisions as set forth within the Alpha Capital Anstalt Convertible Note. The Alpha Capital Anstalt Convertible Note provides the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company's common stock at a conversion price of $5.28 per share. The Alpha Capital Anstalt Convertible Note provides that the aggregate number shares of common stock issued to the Holder under the Alpha Capital Anstalt Convertible Note shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the "the Beneficial Ownership Limitation"). The Holder, upon not less than sixty-one (61) days' prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Alpha Capital Anstalt Convertible Note held by the Holder. On the 10th day following the Company consummating any public or private offering of any securities or other financing or capital-raising transaction of any kind (each a "Subsequent Offering") on any date other than the Maturity Date, the Company shall, subject to the Holder's conversion rights set forth herein, pay to the Holder in cash an amount equal to the Mandatory Prepayment Amount but in no event greater than fifty percent (50%) of the gross proceeds from the Subsequent Offering. Immediately on and after the occurrence of any Event of Default, without need for notice or demand all of which are waived, interest on this Note shall accrue and be owed daily at an increased interest rate equal to the lesser of two percent (2.0%) per month (twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. In addition, in any Event of Default, the Company must pay a mandatory default amount equal to one hundred thirty percent (130%) of the sum of the outstanding principal amount of the Alpha Capital Anstalt Convertible Note at such time and all accrued interest unpaid at such time (including any Minimum Interest Amount remaining outstanding on such principal amount as of such time) and (b) all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other amounts due to the Holder or any other party in respect of the Alpha Capital Anstalt Convertible Note. The Alpha Capital Anstalt Convertible Note also contains a provision whereby the Holder is due a minimum interest amount or make whole amount meaning on any date and with respect to any principal amount owing under the Alpha Capital Anstalt Convertible Note, the difference between (a) 10% of such principal amount, representing a full year of interest payments thereunder and (b) any payment of interest made prior to such date with respect to such principal amount. To be free from doubt, the minimum interest amount is only applicable for the initial 12 month period from the Issue Date. The Company assessed each of the above provisions in the Alpha Capital Anstalt Convertible Note under ASC Topic 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have been amortized to interest expense over the respective term of the related note. The following are the key assumptions that were used in connection with the valuation of the derivative identified during the period ending September 30, 2020: Fair market value of stock $ 7.36 Exercise price $ 5.28 Volatility 207 % Risk-free interest rate 0.11 % Derivative life (years) 0.52 The total derivative liability associated with the Alpha Capital Anstalt Convertible Note was $56,898 at September 30, 2020. The Company recorded a change in the fair value of the derivative liability of $4,761 during the three and nine months ended September 30, 2020, which is reflected in the unaudited condensed consolidated statements of operations. Principal of $1,111,111 remained outstanding as of September 30, 2020. Interest expense and amortization of debt discount, associated with the Alpha Capital Anstalt Convertible Note during the three and nine months ended September 30, 2020 amounted to $ $122,548. The unamortized discount related to the Alpha Capital Anstalt Convertible Note was $995,261 as of September 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Convertible Preferred Stock On June 26, 2020, the Company entered into a Securities Purchase Agreement (the "SPA") dated June 12, 2020, whereby upon the second closing pursuant to the SPA, upon the registration statement becoming effective, as well as certain other conditions being satisfied, the Company shall have the right to have a certain investor purchase all of the authorized Series A Convertible Preferred Stock (1,000,000 shares) of the Company for an aggregate purchase price of $3,000,000. The Preferred Stock shall be convertible into common stock at a conversion price of $5.28 per share at the election of the holder at any time following issuance, subject to adjustment. At any time following the three month anniversary of the Business Combination, the holder of the Preferred Stock has the right to force the Company to redeem all or any portion of the Preferred Stock then owned by the holder in cash. The Series A Convertible Preferred Stock redemption features require bifurcation, however the value is indeterminable as of the date of this filing as certain of the key terms will become known at issuance. As a result, the Company did not recognize a separated component at its fair value related to the redemption features in these pro forma financial statements. The financial statements should be read in conjunction with the SPA as filed on July 2, 2020. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or completion of business combination, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares and Private Units and warrants that may be issued upon conversion of Working Capital Loans (and any shares of the Company's common stock issuable upon the exercise of the Private Units and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company satisfied the foregoing registration rights through the filing of a Registration Statement on Form S-1 with the SEC on October 19, 2020, which registration statement was declared effective by the SEC on November 2, 2020 (No. 333-249539). Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On June 23, 2017, the underwriters elected to exercise their over-allotment option to purchase 1,500,000 Units at a purchase price of $10.00 per Unit. In connection with the closing of the Initial Public Offering and the over-allotment option, the underwriters were paid a cash underwriting discount of $2,875,000. In addition, the underwriters deferred their fee of up to $4,025,000 until the completion of the initial Business Combination (the "Deferred Fee"). In June 2020, the underwriters waived their right to receive the $4,025,000 deferred fee which had been held in the Trust Account. The Company recorded the waiver of the Deferred Fee as a credit to additional paid in capital in the accompanying statement of stockholders' equity. Concurrently with the closing of the Initial Public Offering, the underwriters purchased an aggregate of 125,000 Private Units at $10.00 per Private Unit. In conjunction with their investment in the Private Units, the underwriters or their designees also purchased membership interests in the Sponsor, through which the underwriters or their designees collectively have a pecuniary interest in 230,000 Founder Shares, pursuant to a separate private placement that closed simultaneously with the closing of the Initial Public Offering and the Private Placement. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
TRUST ACCOUNT AND FAIR VALUE MEASUREMENTS | 11. TRUST ACCOUNT AND FAIR VALUE MEASUREMENTS The Trust Account can be invested in U.S. government securities, within the meaning set forth in the Investment Company Act, having a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act. The Company’s amended and restated certificate of incorporation provide that, other than the withdrawal of interest to pay income taxes and up to $50,000 of interest to pay dissolution expenses if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete a Business Combination within the Combination Period. The Company classifies its U. S. Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 10,303,227 $ 11,877,654 Derivative liability 3 $ 256,670 $ — The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liability. Level 3 financial liabilities consisted of the derivative liability for which the determination of fair value required significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. At September 30, 2020 and December 31, 2019 there were no transfers in or out between the levels in the fair value hierarchy. The following table provides a reconciliation of the beginning and ending balances for the derivative liability measured using significant unobservable inputs (Level 3): (in millions) Balance – January 1, 2020 $ - Initial classification of derivative liability 214,188 Additional derivative liability 61,659 Change in fair value of derivative liability (19,177 ) Balance – September 30, 2020 $ 256,670 In connection with the Business Combination, the Company liquidated the Trust Account to fund the Business Combination and related expenses. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, except as describes in these condensed financial statements and as noted below, the Company did not identify subsequent events that would have required adjustment or disclosure in the condensed financial statements. As described in Notes 1 and 4, the Company completed the Merger on November 6, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on April 7, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At September 30, 2020 and December 31, 2019, assets held in the Trust Account were comprised of $10,303,227 and $11,877,654, respectively, in money market funds which are invested in U.S. Treasury Securities. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 190,970 and 33,618 shares of common stock subject to possible redemption at September 30, 2020 and December 31, 2019, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020, and December 31, 2019, the Company had a deferred tax asset of approximately $1,334,000 and $407,000, respectively, which had a full valuation allowance recorded against it of approximately $1,334,000 and $407,000, respectively. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2020, the Company recorded income tax benefit (expense) of approximately $3,827 and $0, respectively, primarily related to interest income earned on the Trust Account. During the three and nine months ended September 30, 2019, the Company recorded income tax expense of approximately $51,000 and $218,000, respectively, primarily related to interest income earned on the Trust Account. The Company’s effective tax rate for the three and nine months ended September 30, 2020 was approximately (0.2%) and 0.0%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible, as well as permanent differences due to the non-cash interest and the non-cash loss on the issuance of the convertible promissory notes. The Company’s effective tax rate for the three and nine months ended September 30, 2019 was approximately 173.7% and 52.2%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that Delaware is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2020 and December 31, 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal or state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. |
Net (Loss) Income Per Common Share | Net (Loss) Income Per Common Share Net (loss) income per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Shares of common stock subject to possible redemption at September 30, 2020 and 2019 have been excluded from the calculation of basic (loss) income per share for the three and nine months ended September 30, 2020 and 2019 since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and Private Placement to purchase 6,001,250 shares of common stock and (2) rights sold in the Initial Public Offering and Private Placement that convert into 1,200,250 shares of common stock, in the calculation of diluted income per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events and the inclusion of such warrants and rights would be anti-dilutive under the treasury stock method. |
Derivative Liabilities | Derivative Liabilities The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability and the change in fair value is recorded in other (expense) income, net in the consolidated statements of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are classified in interest expense in the condensed consolidated statements of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2020 and December 31, 2019, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Dominion Convertible Promisso_2
Dominion Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Dominion Convertible Promissory Notes [Abstract] | |
Schedule of convertible promissory note outstanding | Principal Unamortized Net book value, Dominion Convertible Promissory Note $ 1,805,556 $ (449,425 ) $ 1,356,131 Kingsbrook Convertible Promissory Note (see Note 7) 1,796,411 (937,282 ) 859,129 Alpha Convertible Promissory Note (see Note 8) 1,111,111 (995,261 ) 115,850 Leak-out shares (492,992 Total convertible promissory note outstanding 4,713,078 (2,381,968 ) 1,838,118 |
Schedule of derivative liability | Fair market value of stock $ 7.37 Exercise price $ 5.28 Volatility 94 % Risk-free interest rate 0.10 % Derivative life (years) 0.36 |
Kingsbrook Convertible Promis_2
Kingsbrook Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Convertible Promissory Notes [Abstract] | |
Schedule of convertible promissory notes | Fair market value of stock $ 8.37 Exercise price $ 5.28 Volatility 94.5 % Risk-free interest rate 0.10 % Derivative life (years) 0.36 |
Alpha Capital Anstalt Convert_2
Alpha Capital Anstalt Convertible Note (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Alpha Capital Anstalt Convertile Note [Abstract] | |
Schedule of convertible note | Fair market value of stock $ 7.36 Exercise price $ 5.28 Volatility 207 % Risk-free interest rate 0.11 % Derivative life (years) 0.52 |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy valuation inputs | Description Level September 30, December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 10,303,227 $ 11,877,654 Derivative liability 3 $ 256,670 $ — |
Schedule of derivative liability | (in millions) Balance – January 1, 2020 $ - Initial classification of derivative liability 214,188 Additional derivative liability 61,659 Change in fair value of derivative liability (19,177 ) Balance – September 30, 2020 $ 256,670 |
Description of Organization a_2
Description of Organization and Business Operations (Details 1) - USD ($) | Jun. 07, 2017 | Jun. 23, 2017 | Sep. 30, 2020 | Dec. 31, 2019 |
Description of Organization And Business Operations (Textual) | ||||
Sale of stock, per unit | $ 10 | |||
Underwriting fees | $ 2,875,000 | |||
Deferred underwriting fees | $ 4,025,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Sale of additional units | 125,000 | |||
Successor [Member] | ||||
Description of Organization And Business Operations (Textual) | ||||
Sale of stock, per unit | $ 10.10 | |||
Net proceeds of trust account | $ 116,150,000 | |||
Transaction costs amount | $ 7,345,436 | |||
Underwriting fees | 2,875,000 | |||
Deferred underwriting fees | 4,025,000 | |||
Initial public offering costs | $ 445,436 | |||
Converted into shares of common stock | 168.3784 | |||
Common stock, par value | $ 0.0001 | |||
Trust account deposits | $ 9,006,493 | |||
Advances made to related party | $ 667,315 | |||
Exchangeable shares | 1,763,562 | |||
Proceeds from sale of units, gross proceeds | $ (100,000) | |||
Sale of additional units | 125,000 | |||
Successor [Member] | Private Placement [Member] | ||||
Description of Organization And Business Operations (Textual) | ||||
Sale of stock, per unit | $ 10 | $ 10 | ||
Initial public offering of units | 450,000 | |||
Proceeds from sale of units, gross proceeds | $ 525,000 | |||
Gross proceeds | 52,500 | $ 4,500,000 | ||
Successor [Member] | Initial Public Offering and Private Placement [Member] | ||||
Description of Organization And Business Operations (Textual) | ||||
Sale of stock, per unit | $ 10.10 | |||
Net proceeds from sale of units | $ 116,150,000 | |||
Successor [Member] | Initial Public Offering [Member] | ||||
Description of Organization And Business Operations (Textual) | ||||
Sale of stock, per unit | $ 10 | |||
Initial public offering of units | 10,000,000 | |||
Proceeds from sale of units, gross proceeds | $ 100,000,000 | 115,000,000 | ||
Successor [Member] | Over-allotment Option [Member] | ||||
Description of Organization And Business Operations (Textual) | ||||
Gross proceeds | $ 15,525,000 | |||
Sale of additional units | 1,500,000 | |||
Successor [Member] | Trust Account [Member] | ||||
Description of Organization And Business Operations (Textual) | ||||
Net proceeds of trust account | $ 15,150,000 | |||
Successor [Member] | Business Combination Agreement [Member] | ||||
Description of Organization And Business Operations (Textual) | ||||
Redemption of common stock | 816,461 | |||
Aggregate shares of common stock issuable | 15,736,438 | |||
Merger Consideration Shares | 1,050,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | |||||
Common stock subject to possible redemption, shares | 190,970 | 190,970 | 33,618 | ||
Income tax benefit (expense) | $ (3,827) | $ 51,345 | $ 217,583 | ||
Successors [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Common stock subject to possible redemption, shares | 190,970 | 190,970 | 33,618 | ||
Description of net income (loss) per common share | The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and Private Placement to purchase 6,001,250 shares of common stock and (2) rights sold in the Initial Public Offering and Private Placement that convert into 1,200,250 shares of common stock, in the calculation of diluted income per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events and the inclusion of such warrants and rights would be anti-dilutive under the treasury stock method. | ||||
Federal depository insurance coverage amount | $ 250,000 | $ 250,000 | |||
Cash and marketable securities held in trust account | 10,303,227 | 10,303,227 | $ 11,877,654 | ||
Deferred tax assets | 1,334,000 | 1,334,000 | 407,000 | ||
Deferred tax assets, Valuation allowance | $ 1,334,000 | $ 1,334,000 | $ 407,000 | ||
Effective tax rate | 0.20% | 0.00% | 52.20% | ||
Income tax benefit (expense) | $ (3,827) | $ 217,583 | |||
Business Combination Agreement [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Income tax expense | $ 70,000 | ||||
Effective tax rate | 1.737% | ||||
Income tax benefit (expense) | $ 51,345 |
Initial Public Offering and P_2
Initial Public Offering and Private Placement (Details) - USD ($) | Jun. 07, 2017 | Jun. 23, 2017 | Sep. 30, 2020 |
Initial Public Offering and Private Placement (Textual) | |||
Purchased an aggregate, shares | 125,000 | ||
Sale of stock, per unit | $ 10 | ||
Successors [Member] | |||
Initial Public Offering and Private Placement (Textual) | |||
Purchased an aggregate, shares | 125,000 | ||
Proceeds from sale of units, gross proceeds | $ (100,000) | ||
Sale of stock, per unit | $ 10.10 | ||
Private Placement [Member] | Successors [Member] | |||
Initial Public Offering and Private Placement (Textual) | |||
Initial public offering of units | 450,000 | ||
Proceeds from sale of units, gross proceeds | $ 525,000 | ||
Sale of stock, per unit | $ 10 | $ 10 | |
Gross proceeds | $ 52,500 | $ 4,500,000 | |
Private Placement [Member] | Successors [Member] | Underwriters [Member] | |||
Initial Public Offering and Private Placement (Textual) | |||
Initial public offering of units | 11,500,000 | 125,000 | |
Purchased an aggregate, shares | 1,500,000 | ||
Private Placement [Member] | Successors [Member] | Sponsor [Member] | |||
Initial Public Offering and Private Placement (Textual) | |||
Initial public offering of units | 377,500 | ||
Initial Public Offering [Member] | Successors [Member] | |||
Initial Public Offering and Private Placement (Textual) | |||
Initial public offering of units | 10,000,000 | ||
Proceeds from sale of units, gross proceeds | $ 100,000,000 | $ 115,000,000 | |
Sale of stock, per unit | $ 10 | ||
Exercise price of warrant | $ 5.75 | ||
Warrant, description | Each Warrant will entitle the holder to purchase one-half of one share of common stock at an exercise price of $5.75 per half share ($11.50 per whole share), subject to adjustment. No fractional shares will be issued upon exercise of the warrants. The Warrants will become exercisable on the later of (i) 30 days after the completion of the initial Business Combination and (ii) 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. | ||
Warrant redemption, description | The Company may redeem the Warrants, in whole and not in part, at a price of $0.01 per Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. | ||
Business combination rights share, description | If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 share of common stock underlying each right (without paying any additional consideration). | ||
Additional Placement Units [Member] | Successors [Member] | |||
Initial Public Offering and Private Placement (Textual) | |||
Sale of stock, per unit | $ 10 | ||
Additional Placement Units [Member] | Successors [Member] | |||
Initial Public Offering and Private Placement (Textual) | |||
Purchased an aggregate, shares | 52,500 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 10, 2019 | Mar. 15, 2019 | Jun. 23, 2017 | Sep. 30, 2016 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Related Party Transactions (Textual) | |||||||||
Advances from related parties | $ 795,003 | $ 795,003 | $ 795,003 | ||||||
Contribution of Initial Loan to Trust account by Sponsor | $ 573,433 | ||||||||
Successors [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Administrative service fees | 30,000 | $ 30,000 | 90,000 | 90,000 | |||||
Monthly fee | $ 10,000 | ||||||||
Post-business combination entity | $ 10 | ||||||||
Accounts payable | 276,000 | $ 276,000 | 286,000 | ||||||
Converted promissory note | 286,000 | 286,000 | 286,000 | ||||||
Working capital loans | 1,000,000 | ||||||||
Sponsor advanced repaid | 100,000 | ||||||||
Advances from related parties | 795,003 | 795,003 | 795,003 | ||||||
Due to related party | 314,509 | ||||||||
Contribution of Initial Loan to Trust account by Sponsor | $ 573,433 | ||||||||
Business combination operating expenses | 314,509 | ||||||||
Outstanding advances | $ 87,301 | $ 87,301 | 366,346 | ||||||
Sponsor deposited in escrow | 1,406,250 | 1,406,250 | |||||||
Shares of commons stock upon convrsion | 168.3784 | ||||||||
Successors [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Forfeiture of common stock by sponsor | 375,000 | ||||||||
Successors [Member] | Promissory Note [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Related party transaction, description | (i) the consummation of a Business Combination or (ii) the liquidation of the Company. Up to $1,000,000 of the loans under the March Promissory Note may be converted, at the Sponsor’s discretion, into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. Through September 30, 2020, the Sponsor advanced the Company $371,696 under the Expense Reimbursement Agreement (as defined in Note 5), of which $33,877 was advanced during the nine months ended September 30, 2020. Through September 30, 2020, the Company repaid $522,337 of the March Promissory Note, of which $312,922 was repaid during the nine months ended September 30, 2020. | ||||||||
Payment to Sponsor | $ 650,000 | ||||||||
Outstanding advances | $ 87,301 | $ 87,301 | 366,346 | ||||||
Founder Shares [Member] | Successors [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Issuance of ordinary shares | 2,875,000 | 230,000 | |||||||
Issuance of ordinary shares, value | $ 25,000 | ||||||||
Forfeiture of common stock by sponsor | 375,000 | 375,000 | |||||||
Related party transaction, description | (i) one year after the completion of a Business Combination, and (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of the Company’s common stock for cash, securities or other property (the “Lock-Up Period”). Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after its initial Business Combination, then the lock-up will terminate. | ||||||||
Shares of commons stock upon convrsion | 198,751 | ||||||||
Sponsor [Member] | Successors [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Outstanding advances | $ 795,003 | $ 795,003 | |||||||
Sponsor deposited in escrow | 500,000 | 500,000 | |||||||
Sponsor [Member] | Successors [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Sponsor advanced for working capital purposes | 1,209,512 | ||||||||
Due to related party | $ 314,509 | ||||||||
Contribution of Initial Loan to Trust account by Sponsor | $ 573,433 | ||||||||
Business combination operating expenses | $ 840,482 |
Expense Reimbursement Agreeme_2
Expense Reimbursement Agreement (Details) - USD ($) | Mar. 15, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Expense Reimbursement Agreement (Textual) | ||||
Expense due under reimbursement agreement | $ 254,359 | |||
Successors [Member] | Promissory Note [Member] | ||||
Expense Reimbursement Agreement (Textual) | ||||
Expense due under reimbursement agreement | $ 87,301 | $ 337,819 | ||
KBL Healthcare Management, LLC [Member] | Sponsor [Member] | ||||
Expense Reimbursement Agreement (Textual) | ||||
Related party transaction, description | (i) the consummation of a Business Combination or (ii) the Company's liquidation. Under the Expense Reimbursement Agreement, the Company will reimburse the Sponsor for the compensation expense incurred by KBL Management for its employee in the amount of $180,000 per year plus health insurance costs of $1,139 per month. |
Dominion Convertible Promisso_3
Dominion Convertible Promissory Notes (Details) | Sep. 30, 2020USD ($) |
Dominion Convertible Promissory Note [Member] | |
Principal | $ 1,805,556 |
Unamortized debt discount | (449,425) |
Net book value | 1,356,131 |
Kingsbrook Convertible Promissory Note [Member] | |
Principal | 1,796,411 |
Unamortized debt discount | (937,282) |
Net book value | 859,129 |
Alpha Convertible Promissory Note [Member] | |
Principal | 1,111,111 |
Unamortized debt discount | (995,261) |
Net book value | 115,850 |
Leak-out shares [Member] | |
Principal | |
Unamortized debt discount | |
Net book value | (492,992) |
Total convertible promissory note outstanding [Member] | |
Principal | 4,713,078 |
Unamortized debt discount | (2,381,968) |
Net book value | $ 1,838,118 |
Dominion Convertible Promisso_4
Dominion Convertible Promissory Notes (Details 1) - Dominion Convertible Promissory Note [Member] - Successors [Member] | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Fair market value of stock | $ 7.37 |
Exercise price | $ 5.28 |
Volatility | 94.00% |
Risk-free interest rate | 0.10% |
Derivative life (years) | 4 months 9 days |
Dominion Convertible Promisso_5
Dominion Convertible Promissory Notes (Details Textual) | Jun. 12, 2020USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Dominion Convertible Promissory Notes (Textual) | |||||
Derivative liability | $ 256,670 | $ 256,670 | |||
Amortization of debt discount, | $ 1,658,866 | ||||
Dominion Convertible Promissory Note [Member] | Successors [Member] | |||||
Dominion Convertible Promissory Notes (Textual) | |||||
Shares of common stock | shares | 400,000 | ||||
Convertible promissory notes, description | The Company received $1,625,000 in cash from the Holder with the remainder retained by the Holder for the Original Issue Discount of $180,556. The Company incurred $90,072 in third-party fees directly attributed to the issuance of the Dominion Convertible Notes, debt discount related to the Dominion Commitment Shares and Leak-Out Shares pursuant to the transaction of $980,807 and a beneficial conversion feature of $358,899. The beneficial conversion feature of $358,899 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the Dominion Notes and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. The Company agreed to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Dominion Convertible Notes due and payable on February 11, 2021 (the "Maturity Date"), unless converted under terms and provisions as set forth within the Dominion Convertible Notes. The Dominion Convertible Notes provide the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company's common stock at a conversion price of $5.28 per share. The Dominion Convertible Notes require the Company to reserve at least 868,056 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Dominion Convertible Notes provide that the aggregate number of shares of common stock issued to the Holder under the Dominion Convertible Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the "the Beneficial Ownership Limitation"). The Holder, upon not less than sixty-one (61) days' prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Dominion Convertible Notes held by the Holder. | ||||
Restricted shares of common stock | shares | 404,245 | ||||
Composite daily trading, percentage | 0.05 | ||||
Prepayment, percentage | 0.50 | ||||
Principal amount, percentage | 10.00% | ||||
Derivative liability | 97,706 | $ 97,706 | |||
Principal amount | 1,805,556 | ||||
Interest expense | 692,773 | $ 828,270 | |||
Additional, percentage | 0.10 | ||||
Interest rate, description | Interest rate equal to the lesser of two percent (2.0%) per month (twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. In addition, in any Event of Default, the Company must pay a mandatory default amount equal to one hundred thirty percent (130%) of the sum of the outstanding principal amount of the Dominion Convertible Notes at such time and all accrued interest unpaid at such time (including any Minimum Interest Amount remaining outstanding on such principal amount as of such time) and (b) all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other amounts due to the Holder or any other party in respect of the Dominion Convertible Notes. | ||||
Unamortized discount | 449,425 | $ 449,425 | |||
Change in the fair value of derivative liability | $ 8,003 | $ 8,003 | |||
Secured Convertible Promissory Note [Member] | Successors [Member] | |||||
Dominion Convertible Promissory Notes (Textual) | |||||
Convertible promissory note amount | $ 1,666,667 | ||||
Convertible promissory note, percentage | 10.00% | ||||
Senior Secured Convertible Extension Promissory Note [Member] | Successors [Member] | |||||
Dominion Convertible Promissory Notes (Textual) | |||||
Convertible promissory note amount | $ 138,889 | ||||
Convertible promissory note, percentage | 10.00% |
Kingsbrook Convertible Promis_3
Kingsbrook Convertible Promissory Notes (Details) - Kingsbrook Convertible Promissory Note [Member] | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Fair market value of stock | $ 8.37 |
Exercise price | $ 5.28 |
Volatility | 94.50% |
Risk-free interest rate | 0.10% |
Derivative life (years) | 4 months 9 days |
Kingsbrook Convertible Promis_4
Kingsbrook Convertible Promissory Notes (Details Textual) | Sep. 08, 2020USD ($)shares | Jun. 12, 2020USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Kingsbrook Convertible Promissory Notes (Textual) | ||||||
Derivative liability | $ 256,670 | $ 256,670 | ||||
Amortization of debt discount, | $ 1,658,866 | |||||
Secured Convertible Promissory Note [Member] | ||||||
Kingsbrook Convertible Promissory Notes (Textual) | ||||||
Shares of common stock | shares | 100,000 | |||||
Convertible promissory note | $ 1,111,111 | $ 1,657,522 | ||||
Convertible promissory note percentage | 10.00% | 10.00% | ||||
Senior Secured Convertible [Member] | ||||||
Kingsbrook Convertible Promissory Notes (Textual) | ||||||
Convertible promissory note | $ 138,889 | |||||
Convertible promissory note percentage | 10.00% | |||||
Kingsbrook Convertible Promissory Note [Member] | ||||||
Kingsbrook Convertible Promissory Notes (Textual) | ||||||
Shares of common stock | shares | 250,000 | |||||
Convertible promissory notes, description | The Company received $125,000 in cash from the Holder with the remainder retained by the Holder for the Original Issue Discount of $13,889. The Company incurred $6,929 in third-party fees directly attributed to the issuance of the Kingsbrook Convertible Notes, debt discount related to the Kingsbrook Commitment Shares pursuant to the transaction of $25 and a beneficial conversion feature of $1,577,350. The beneficial conversion feature of $1,577,350 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the Kingsbrook Notes and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. The Company recognized a $1,657,522 loss in earnings pursuant to the transaction. This amount was calculated as the excess of fair value of the liabilities recognized over the proceeds received of $1,657,522. The Company agreed to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Kingsbrook Convertible Notes due and payable on February 11, 2021 (the "Maturity Date"), unless converted under terms and provisions as set forth within the Kingsbrook Convertible Notes. The Kingsbrook Convertible Notes provide the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company's common stock at a conversion price of $5.28 per share. The Kingsbrook Convertible Notes require the Company to reserve at least 1,823,275 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Kingsbrook Convertible Notes provide that the aggregate number shares of common stock issued to the Holder under the Kingsbrook Convertible Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the "the Beneficial Ownership Limitation"). The Holder, upon not less than sixty-one (61) days' prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Kingsbrook Convertible Notes held by the Holder. | |||||
Prepayment, percentage | 0.50 | |||||
Principal amount, percentage | 10.00% | |||||
Change in fair value of derivative liability | 6,413 | $ 6,413 | ||||
Derivative liability | 102,066 | 102,066 | ||||
Principal amount | 1,796,411 | |||||
Interest expense | 688,989 | 823,758 | ||||
Amortization of debt discount, | 134,759 | $ 134,759 | ||||
Additional, percentage | 0.10 | |||||
Interest rate, description | Interest rate equal to the lesser of two percent (2.0%) per month (twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. In addition, in any Event of Default, the Company must pay a mandatory default amount equal to one hundred thirty percent (130%) of the sum of the outstanding principal amount of the Kingsbrook Convertible Notes at such time and all accrued interest unpaid at such time (including any Minimum Interest Amount remaining outstanding on such principal amount as of such time) and (b) all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other amounts due to the Holder or any other party in respect of the Kingsbrook Convertible Notes. | |||||
Unamortized discount | $ 937,282 | $ 937,282 |
Alpha Capital Anstalt Convert_3
Alpha Capital Anstalt Convertible Note (Details) - Alpha Capital Anstalt Convertible Note [Member] | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Fair market value of stock | $ 7.36 |
Exercise price | $ 5.28 |
Volatility | 207.00% |
Risk-free interest rate | 0.11% |
Derivative life (years) | 6 months 7 days |
Alpha Capital Anstalt Convert_4
Alpha Capital Anstalt Convertible Note (Details Textual) | Sep. 08, 2020USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 12, 2020USD ($) | Dec. 31, 2019USD ($) |
Derivative liability | $ 256,670 | $ 256,670 | ||||
Amortization of debt discount, | $ 1,658,866 | |||||
Alpha Capital Anstalt Convertible Note [Member] | ||||||
Convertible promissory notes, description | The Company collected $1,000,000 in cash from the Holder with the remainder retained by the Holder for the Original Issue Discount of $111,111. The Company recorded a debt discount related to the Alpha Capital Anstalt Commitment Shares pursuant to the transaction of $324,726 and a beneficial conversion feature of $613,615. The beneficial conversion feature of $613,615 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the Alpha Capital Anstalt Convertible Note and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. The Company promised to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Alpha Capital Anstalt Convertible Note due and payable on April 7, 2021 (the "Maturity Date"), unless converted under terms and provisions as set forth within the Alpha Capital Anstalt Convertible Note. The Alpha Capital Anstalt Convertible Note provides the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company's common stock at a conversion price of $5.28 per share. The Alpha Capital Anstalt Convertible Note provides that the aggregate number shares of common stock issued to the Holder under the Alpha Capital Anstalt Convertible Note shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the "the Beneficial Ownership Limitation"). The Holder, upon not less than sixty-one (61) days' prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Alpha Capital Anstalt Convertible Note held by the Holder. | |||||
Prepayment, percentage | 0.50 | |||||
Principal amount, percentage | 10.00% | |||||
Change in fair value of derivative liability | 4,761 | $ 4,761 | ||||
Derivative liability | 56,898 | 56,898 | ||||
Principal amount | 1,111,111 | |||||
Amortization of debt discount, | 122,548 | $ 122,548 | ||||
Interest rate, description | Interest rate equal to the lesser of two percent (2.0%) per month (twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. In addition, in any Event of Default, the Company must pay a mandatory default amount equal to one hundred thirty percent (130%) of the sum of the outstanding principal amount of the Alpha Capital Anstalt Convertible Note at such time and all accrued interest unpaid at such time (including any Minimum Interest Amount remaining outstanding on such principal amount as of such time) and (b) all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other amounts due to the Holder or any other party in respect of the Alpha Capital Anstalt Convertible Note. | |||||
Unamortized discount | $ 995,261 | $ 995,261 | ||||
Secured Convertible Promissory Note [Member] | ||||||
Shares of common stock | shares | 100,000 | |||||
Convertible promissory note | $ 1,111,111 | $ 1,657,522 | ||||
Convertible promissory note percentage | 10.00% | 10.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 26, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies (Textual) | ||||
Underwriting commitments, description | The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On June 23, 2017, the underwriters elected to exercise their over-allotment option to purchase 1,500,000 Units at a purchase price of $10.00 per Unit. | |||
Underwriting discount | $ 2,875,000 | |||
Deferred underwriting fees | $ 4,025,000 | |||
Purchased an aggregate, shares | 125,000 | |||
Purchased an aggregate, per unit | $ 10 | |||
Pecuniary interest, shares | 230,000 | |||
Deferred fee | $ 4,025,000 | |||
Repaid loan | $ 312,922 | $ 80,000 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Series A Convertible Preferred Stock [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Preferred stock, shares authorized | 1,000,000 | |||
Aggregate purchase price | $ 3,000,000 | |||
Common stock at conversion price | $ 5.28 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Equity (Textual) | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,276,946 | 4,458,149 |
Common stock, shares outstanding | 5,276,946 | 4,458,149 |
Description of common stock voting rights | Holders of the Company’s shares of the Company’s common stock are entitled to one vote for each share. | |
Common stock subject to possible redemption, shares | 190,970 | 33,618 |
Preferred Stock [Member] | ||
Stockholders' Equity (Textual) | ||
Preferred stock, shares authorized | 5,000,000 | |
Common Stock [Member] | ||
Stockholders' Equity (Textual) | ||
Common stock, shares authorized | 100,000,000 |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurements (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Marketable securities held in Trust Account - U.S. Treasury Securities Money Market Fund | $ 10,303,227 | $ 11,877,654 |
Derivative liability | $ 256,670 |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurements (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | ||||
Balance - January 1, 2020 | ||||
Initial classification of derivative liability | 214,188 | |||
Additional derivative liability | 61,659 | |||
Change in fair value of derivative liability | $ (19,177) | (19,177) | ||
Balance - September 30, 2020 | $ 256,670 | $ 256,670 |
Trust Account and Fair Value _5
Trust Account and Fair Value Measurements (Details Textual) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Business combination, description | The Company’s amended and restated certificate of incorporation provide that, other than the withdrawal of interest to pay income taxes and up to $50,000 of interest to pay dissolution expenses if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete a Business Combination within the Combination Period. |