Notes to Condensed Consolidated Financial Statements
(dollars in thousands, unless otherwise stated) (unaudited)
1. Organization and Business
Canoo Inc. (“Canoo” or the “Company”) is a mobility technology company with a mission to bring EVs to everyone. We have developed a breakthrough EV platform that we believe will enable us to rapidly innovate, and bring new products addressing multiple use cases to market faster than our competition and at a lower cost.
Recent Developments
On February 17, 2022, the Company executed a settlement agreement under which VDL Nedcar B.V. ("VDL Nedcar") agreed to refund the prepayment of $30.4 million to the Company in relation to the termination of the vehicle contract manufacturing term sheet and to purchase, indirectly through its related company Tessa Beheer B.V., 972,222 shares of Common Stock at the market price as of December, 14 2021 for an aggregate purchase price equal to $8.4 million and one warrant to purchase in the aggregate up to 972,222 shares of Common Stock at exercise prices ranging from $18 to $40 per share. On February 23, 2022, the Company received the prepayment in full, which is included within cash flows from investing activities in the accompanying condensed consolidated statement of cash flows for the three months ended March 31, 2022. In addition, on February 22, 2022, we received the $8.4 million in consideration for the shares and the warrant.
2. Basis of Presentation and Summary of Significant Accounting Policies
These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2021, included in the Company's Annual Report on Form 10-K (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the Company has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. The Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.
The accompanying unaudited condensed consolidated financial statements include the results of the Company and its subsidiaries. The Company’s comprehensive loss is the same as its net loss.
Except for any updates below, no material changes have occurred with respect to the Company’s significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K.
Liquidity and Capital Resources
As of March 31, 2022, the Company’s principal source of liquidity is its unrestricted cash balance in the amount of $104.9 million. The Company has incurred losses since inception and had negative cash flow from operating activities of $120.3 million for the three months ended March 31, 2022. The Company expects to continue to incur net losses and negative cash flows from operating activities in accordance with its operating plan and expects that both capital and operating expenditures will increase significantly in connection with its ongoing activities. As previously disclosed in our 2021 Form 10-K, management planned to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing and to the extent unsuccessful at doing so, management had the intent and ability to use its discretion to delay, scale back, or abandon future expenditures. As of the date of the filing of this Form 10-Q, securing additional financing is in progress, as discussed in Note 14, and as such management has delayed taking actions to delay, scale back, or abandon future expenditures. As such, management’s actions to preserve an adequate level of liquidity for a period extending twelve months from the date of the filing of this Form 10-Q are no longer sufficient on their own
without additional financing, to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern.
As an early-stage growth company, the Company’s ability to access capital is critical. Although management continues to explore raising additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The condensed consolidated interim financial information does not include any adjustments that might result from the outcome of this uncertainty.
We believe substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements.
COVID-19
Virus variants, infection rates and regulations continue to fluctuate in various regions of the world and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains and intermittent supplier delays. As a result of COVID-19, the Company has previously been affected by temporary facility closures, employment and compensation adjustments, and impediments to administrative activities supporting its product research and development.
Ultimately, the Company cannot predict the duration or severity of the COVID-19 pandemic or any variant thereof. The Company continues to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. To do this, the Company plans to project demand and infrastructure requirements globally and to deploy its workforce and other resources accordingly.
Fair Value of Financial Instruments
The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures, which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available:
•Level 1 Quoted prices in active markets for identical assets or liabilities.
•Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following table summarizes the Company’s assets and liabilities that are measured at fair value
on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of March 31, 2022 and December 31, 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2022 |
| Fair Value | | Level 1 | | Level 2 | | Level 3 |
Assets | | | | | | | |
Money Market Funds | $ | 118,624 | | $ | 118,624 | | $ | — | | $ | — |
| | | | | | | |
Liability | | | | | | | |
Contingent earnout shares liability | $ | 13,592 | | $ | — | | $ | — | | $ | 13,592 |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Fair Value | | Level 1 | | Level 2 | | Level 3 |
Assets | | | | | | | |
Money Market Funds | $ | 227,492 | | | $ | 227,492 | | | $ | — | | | $ | — | |
| | | | | | | |
Liability | | | | | | | |
Contingent earnout shares liability | $ | 29,057 | | | $ | — | | | $ | — | | | $ | 29,057 | |
The Company has a contingent obligation to issue 15.0 million shares of the Company’s common stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods (the “Earnout Shares”). Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met.
The Earnout Shares are accounted for as a contingent liability and its fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of the Company and a peer group of public companies.
Following is a summary of the change in fair value of contingent earnout shares liability for the three months ended March 31, 2022 (in thousands).
Earnout Shares Liability
| | | | | |
Beginning fair value at December 31, 2021 | $ | 29,057 | |
Change in fair value during the period | (15,465) | |
Ending fair value at March 31, 2022 | $ | 13,592 | |
3. Recent Accounting Pronouncements
Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s Accounting Standards Codification.
The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have immaterial impact on the Company’s condensed consolidated financial position, results of operations or cash flows.
Recently Issued Accounting Pronouncements Adopted
In August 2020, the FASB issued ASU No. 2020-06 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). The objective of the amendments in this ASU is to address issues identified as a result of the complexity associated with applying GAAP for
certain financial instruments with characteristics of liabilities and equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and redeemable convertible preference shares. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the new standard during the three months ended March 31, 2022. The adoption of the new standard did not have a material impact to our condensed consolidated financial statements.
In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU No. 2021-04"). This ASU provides a principles-based framework for issuers to account for a modification or exchange of freestanding equity-classified written call options. The provisions of the ASU are effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new standard during the three months ended March 31, 2022. The adoption of the new standard did not have a material impact to our condensed consolidated financial statements.
In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which amends the guidance on accounting for government assistance and requires business entities to disclose information about certain government assistance they receive. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The amendments are effective for fiscal years beginning after December 15, 2021, and only impacts annual financial statement footnote disclosures. The Company adopted the new standard during the three months ended March 31, 2022, and the impact of our government assistance transactions within the scope of this standard will be included within our annual financial statement footnote disclosures for year ended December 31, 2022.
4. Prepaids and other current assets
Prepaids and other current assets consisted of the following (in thousands):
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
Receivable from VDL Nedcar | $ | — | | | $ | 30,440 | |
Deferred battery supplier cost | 18,300 | | | 18,300 | |
Short term deposits | 4,325 | | | 7,030 | |
Prepaid expense | 11,186 | | | 4,865 | |
Other current assets | 562 | | | 3,179 | |
Prepaids and other current assets | $ | 34,373 | | | $ | 63,814 | |
5. Property and Equipment, net
Property and equipment, net consisted of the following (in thousands):
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
Machinery and equipment | $ | 21,184 | | | $ | 18,040 | |
Computer hardware | 7,313 | | | 6,161 | |
Computer software | 7,955 | | | 7,837 | |
Vehicles | 325 | | | 267 | |
Furniture and fixtures | 742 | | | 742 | |
Leasehold improvements | 14,939 | | | 14,939 | |
Construction-in-progress | 195,769 | | | 176,162 | |
| 248,227 | | | 224,148 | |
Less: Accumulated depreciation | (24,512) | | | (21,834) | |
Property and equipment, net | $ | 223,715 | | | $ | 202,314 | |
Construction-in-progress is primarily related to the development of manufacturing lines as well as equipment and tooling necessary in the production of the Company’s vehicles. Completed tooling assets will be transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As of March 31, 2022, manufacturing has not begun and therefore no depreciation on construction-in-progress has been recognized to date.
Depreciation expense for property and equipment was $2.7 million and $2.1 million for the three months ended March 31, 2022 and 2021, respectively.
6. Accrued Expenses and Other Current Liabilities
Accrued expenses consisted of the following (in thousands):
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
Accrued property and equipment purchases | $ | 9,859 | | | $ | 34,375 | |
Accrued research and development costs | 18,716 | | | 23,994 | |
Accrued professional fees | 13,747 | | | 9,239 | |
Accrued battery supplier costs | — | | | 10,000 | |
Other accrued expenses | 9,650 | | | 6,317 | |
Total accrued expenses | $ | 51,972 | | | $ | 83,925 | |
7. Commitments and Contingencies
Commitments
Refer to Note 8 for information regarding operating lease commitments.
In connection with the commencement of the Company's Bentonville, Arkansas lease in February 2022, the Company issued a standby letter of credit of $9.5 million which is included in restricted cash, non-current within the accompanying condensed consolidated balance sheet as of March 31, 2022. The letter of credit has a five year term and will not be drawn upon unless the Company fails to make its payments.
Legal Proceedings
From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief.
On April 2, 2021 and April 9, 2021, the Company was named as a defendant in putative class action complaints filed in California on behalf of individuals who purchased or acquired shares of the Company’s stock during a specified period. Through the complaint, plaintiffs are seeking, among other things, compensatory damages. On June 25, 2021, the Company was named as a nominal defendant in a stockholder derivative complaint filed in Delaware. Through the stockholder derivative complaint, the plaintiff is asserting claims against certain of the Company’s current and former officers and directors and seeking, among other things, damages. The final determinations of liability arising from these litigation matters will only be made following comprehensive investigations and litigation processes.
In addition, on April 29, 2021, the SEC’s Division of Enforcement advised that it has opened an investigation related to, among other things, HCAC’s initial public offering, HCAC’s merger with the Company and the concurrent PIPE offering, historical movements in the Company, the Company’s operations, business model, revenues, revenue strategy, customer agreements, earnings, and other related topics, along with the recent departures of certain of the Company’s officers. The SEC has informed the Company that its current investigation is a fact-finding inquiry. The SEC has also informed the Company that the investigation does not indicate that it has concluded that anyone has violated the law, and does not indicate that it has a negative opinion of any person, entity or security. We are providing the requested information and cooperating fully with the SEC investigation.
At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably.
Indemnifications
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company provided indemnifications to certain of its officers and employees with respect to claims filed by a former employee.
8. Operating Leases
Arkansas Facility Lease
During the first quarter of 2022, the Company entered into a real estate lease for its industrialization facility in Bentonville, Arkansas ("Bentonville lease"). The original lease term is 10 years and commenced on February 1, 2022.
The Bentonville lease contains an option to extend the term for 10 years and is classified as an operating lease. At the inception of the lease, it was not reasonably certain we would exercise any of the options to extend the term of the leases.
The rent payments made by the Company under the Bentonville lease are expensed on a straight-line basis in the condensed consolidated statements of operations.
Lease Portfolio
The Company used judgment in determining an appropriate incremental borrowing rate to calculate the operating
lease right-of-use asset and operating lease liability. The weighted average discount rate used was 7.04%. As of March 31, 2022, the remaining operating lease ROU asset and operating lease liability were approximately $26.8 million and $27.4 million, respectively. As of December 31, 2021, the operating lease ROU asset and operating lease liability were
approximately $14.2 million and $14.6 million, respectively. As of March 31, 2022 and December 31, 2021, $1.6 million and $0.8 million, respectively, of the lease liability was determined to be short term and was included in accrued expenses and other current liabilities within the condensed consolidated balance sheets.
Related party lease expense related to these leases were $0.1 million and $0.5 million for the three months ended March 31, 2022 and 2021, respectively.
The weighted average remaining lease term at March 31, 2022 and December 31, 2021 was 10.2 years and 10.7 years, respectively.
Maturities of the Company’s operating lease liabilities at March 31, 2022 were as follows (in thousands):
| | | | | |
| Operating Lease |
2022 (excluding the three months ended March 31, 2022) | $ | 2,594 | |
2023 | 3,548 | |
2024 | 3,655 | |
2025 | 3,764 | |
2026 | 3,577 | |
Thereafter | 21,967 | |
Total lease payments | 39,105 | |
Less: imputed interest(1) | 11,742 | |
Present value of operating lease liabilities | 27,363 | |
Current portion of operating lease liabilities(2) | 1,605 | |
Operating lease liabilities, net of current portion | $ | 25,758 | |
__________________________
(1)Calculated using the incremental borrowing rate
(2)Included within Accrued expenses and other current liabilities line item on the Condensed Consolidated Balance Sheet.
Michigan Facility Lease
On October 20, 2021, the Company entered into an agreement for a facility lease for which we did not have control of the underlying assets as of March 31, 2022. Accordingly, we did not record the lease liability and ROU asset within the condensed consolidated balance sheets. The lease is for additional office and research and development spaces located in Auburn Hills, Michigan. We expect the lease commencement date to begin in the second quarter of fiscal year 2022 with a lease term of approximately 11 years from the commencement date and one option to extend the lease by a term of 5 years. The total minimum lease payments over the initial lease term is $12.7 million.
9. Related Party Transactions
On November 25, 2020, Legacy Canoo entered into an agreement, which remains in effect, with Tony Aquila, Executive Chair and Chief Executive Officer (“CEO”) of the Company, to reimburse Mr. Aquila for certain air travel expenses based on certain agreed upon criteria (“aircraft reimbursement”). The total aircraft reimbursement to Mr. Aquila for the use of an aircraft owned by Aquila Family Ventures, LLC (“AFV”), an entity controlled by Mr. Aquila, for the purposes related to the business of the Company was approximately $0.4 million and $0.6 million for the three months ended March 31, 2022 and 2021, respectively. In addition, certain AFV staff provided the Company with shared services support in its Justin, Texas corporate office facility. For the three months ended March 31, 2022, the Company paid AFV approximately $0.2 million for these services. There were no payments made to AFV for these services for the three months ended March 31, 2021.
10. Stock-based Compensation
Restricted Stock Units
Under the 2020 Equity Incentive Plan, employees are compensated through various forms of equity, including restricted stock unit awards (“RSU”). Each RSU represents a contingent right to receive one share of the Company’s common stock. During the three months ended March 31, 2022, 2,810,255 RSUs were granted subject to time-based vesting.
Performance-Based Restricted Stock Units
Performance stock unit awards (“PSU”) represent the right to receive a share of the Company’s common stock if service, performance, and market conditions, or a combination thereof, are met over a defined period. PSUs that contain a market condition, such as stock price milestones, are subject to a Monte-Carlo simulation model to determine the grant date fair value by simulating a range of possible future stock prices for the Company over the performance period. The grant date fair value of the market condition PSUs is recognized as compensation expense over the greater of the Monte Carlo simulation model’s derived service period and the arrangement’s explicit service period, assuming both conditions must be met.
PSUs subject to performance conditions, such as operational milestones, are measured on the grant date, the total fair value of which is calculated as the product of the number of PSUs and the grant date stock price. Compensation expense for PSUs with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period.
No PSUs were granted to the CEO during the three months ended March 31, 2022. The compensation expense recognized for previously awarded PSUs to the CEO was $4.7 million for the three months ended March 31, 2022.
The following table summarizes the Company’s stock-based compensation expense by line item for the three months ended period presented in the condensed consolidated statements of operations (in millions):
| | | | | | | | | | | |
| Three months ended March 31, |
| 2022 | | 2021 |
Research and development | $ | 7.0 | | | $ | 7.1 | |
Selling, general and administrative | 13.7 | | | 38.0 | |
Total | $ | 20.7 | | | $ | 45.1 | |
The Company’s total unrecognized compensation cost as of March 31, 2022, was $108.3 million.
2020 Employee Stock Purchase Plan
The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was adopted by the board of directors on September 18, 2020, approved by the stockholders on December 18, 2020, and became effective on December 21, 2020 with the Business Combination. On December 21, 2020, the board of directors delegated its authority to administer the 2020 ESPP to the Compensation Committee. The Compensation Committee determined that it is in the best interests of the Company and its stockholders to implement successive three-month purchase periods, with the first offering period commencing on grant date January 3, 2022 and a purchase date of April 1, 2022. The 2020 ESPP provides participating employees with the opportunity to purchase up to a maximum number of shares of Common Stock of 4,034,783, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, and (ii) 8,069,566 shares of Common Stock.
During the three months ended March 31, 2022, total employee withholding contributions for the 2020 ESPP were $1.2 million, which is included in restricted cash, current, within the accompanying condensed consolidated balance sheet as of March 31, 2022. Approximately $0.4 million of stock-based compensation expense was recognized for the 2020 ESPP during the three months ended March 31, 2022.
11. Warrants
Public Warrants
As of March 31, 2022, the Company had 23,755,069 public warrants outstanding. Each public warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment. The public warrants will expire on December 21, 2025, or earlier upon redemption or liquidation.
On March 2, 2021, all of the private placement warrants were converted to public warrants. There were no public warrants exercised for the three months ended March 31, 2022.
VDL Nedcar Warrants
In February 2022, the Company and a company related to VDL Nedcar entered into an investment agreement, under which the VDL Nedcar-related company agreed to purchase shares of Common Stock for an aggregate value of $8.4 million, at the market price of the Company's Common Stock as of December 14, 2021. As a result, the Company issued 972,222 shares of Common Stock upon execution of the agreement. The Company also issued a warrant to purchase an aggregate 972,222 shares of Common Stock to VDL Nedcar at exercise prices ranging from $18 to $40 per share, which are classified as equity. The exercise period is from November 1, 2022, to November 1, 2025 ("Exercise Period"). The warrant can be exercised in whole or in part during the Exercise Period but can only be exercised in three equal tranches and after the stock price per Common Stock has reached at least the relevant exercise price. The $8.4 million received from VDL Nedcar is included as a financing cash inflow in the accompanying condensed consolidated statement of cash flows for the three months ended March 31, 2022. The shares of Common Stock issued to VDL Nedcar are included in the accompanying condensed consolidated statement of stockholders' equity for the three months ended March 31, 2022.
12. Net Loss per Share
The condensed consolidated statements of operations include the basic and diluted net loss per share.
The following table presents the potential shares that were excluded from the computation of diluted net loss per share, because their effect was anti-dilutive as follows (in thousands):
| | | | | | | | | | | |
| March 31, |
| 2022 | | 2021 |
Early exercise of unvested stock options | 1,810 | | | 4,631 | |
Options to purchase common stock | 228 | | | 197 | |
Restricted common stock shares | 3,374 | | | 6,765 | |
Restricted and performance stock units | 26,084 | | | 7,184 | |
13. Income Taxes
As the Company has not generated any taxable income since inception, the cumulative deferred tax assets remain fully offset by a valuation allowance, and no benefit from federal or state income taxes has been included in the condensed consolidated financial statements.
14. Subsequent Events
On May 10, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, the Company will have the right, but not the obligation, to sell to Yorkville up to $250 million of its shares of Common Stock, at the Company’s request any time during the 36 months following the execution of the SEPA. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of Common Stock with an aggregate value of up to $50 million. The shares would be purchased at a purchase price equal to 97.5% of the market price (as defined in the SEPA). In addition, the issuance of shares under the SEPA would be subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the SEPA cannot exceed 19.9% of the Company’s outstanding Common Stock as of the date May 10, 2022.
In addition to the Company’s right to request Advances, the Company may also request one or more pre-advance loans (each, a “Pre-Advance Loan”) from Yorkville, pursuant to the terms and conditions set forth in the SEPA and a promissory note accompanying the SEPA. The Company may request the first Pre-Advance Loan in the principal amount of up to $25 million, subject to certain conditions precedent, including the effectiveness of a registration statement relating to the Common Stock issuable under the SEPA. Pre-Advance Loans may be repaid with the proceeds of an Advance or repaid in cash.
On May 10, 2022, the Company entered into a subscription agreement with a special purpose vehicle managed by Aquila Family Ventures LLC, for the purchase of an aggregate $50 million of the Company’s Common Stock at a purchase price of $3.65 per share through a private placement (the "PIPE"). The funding of the PIPE is expected to occur as promptly as practicable and is subject to customary closing conditions.
The Company has analyzed its operations subsequent to March 31, 2022 through the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose.