RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Prior to the Closing, the Company had recorded
both the subordinated convertible notes and the stock warrants at fair value as liabilities on the Company’s condensed consolidated
balance sheets, and any changes in fair value of the subordinated convertible notes and the stock warrants were recorded in the Company’s
condensed consolidated statements of operations as a component of operating expenses. At the Closing, upon the conversion of the subordinated
convertible notes into, and exercise of the stock warrants for, equity, the Company reclassified these liabilities to equity based on
the June 30, 2021 fair value measurement of the subordinated convertible debt and the stock warrants. The Company’s management,
in consultation with its advisors, has determined that the subordinated convertible notes and the stock warrants should have been marked
to fair value as of the Closing, with the related change in fair value recorded in operating expenses before the liabilities were reclassified
to equity.
In addition, the denominator of the diluted net
income per share calculation for the three months ended September 30, 2021 did not include the impact of dilutive securities. The Company’s
management, in consultation with its advisors, has determined that the calculation of diluted net income per share included within the
condensed consolidated statement of operations for the three months ended September 30, 2021 should have included the impact of dilutive
securities.
The impact of the restatement on the Company’s
financial statements is reflected in the following tables:
Condensed Consolidated Balance Sheet as of September 30, 2021 |
|
As
Previously Reported |
|
|
Adjustment |
|
|
As Restated |
|
Additional paid-in capital |
|
$ |
671,906 |
|
|
$ |
4,362 |
|
|
$ |
676,268 |
|
Accumulated deficit |
|
$ |
(429,855 |
) |
|
$ |
(4,362 |
) |
|
$ |
(434,217 |
) |
Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2021 |
|
As Previously Reported |
|
|
Adjustment |
|
|
As Restated |
|
|
|
(amounts in thousands except share and per share amounts) |
|
Change in fair value of warrant liability |
|
$ |
(6,551 |
) |
|
$ |
12,046 |
|
|
$ |
5,495 |
|
Change in fair value of subordinated convertible notes |
|
$ |
- |
|
|
$ |
(7,684 |
) |
|
$ |
(7,684 |
) |
Total operating expenses |
|
$ |
64,504 |
|
|
$ |
4,362 |
|
|
$ |
68,866 |
|
Net loss before income taxes |
|
$ |
(20,284 |
) |
|
$ |
(4,362 |
) |
|
$ |
(24,646 |
) |
Net loss |
|
$ |
(20,283 |
) |
|
$ |
(4,362 |
) |
|
$ |
(24,645 |
) |
Net income attributable to common shareholders |
|
$ |
28,663 |
|
|
$ |
(4,362 |
) |
|
$ |
23,401 |
|
Net income per share, basic |
|
$ |
0.46 |
|
|
$ |
(0.07 |
) |
|
$ |
0.39 |
|
Net income per share, diluted |
|
$ |
0.46 |
|
|
$ |
(0.33 |
) |
|
$ |
0.13 |
|
Weighted average shares used in computing net loss per share, diluted |
|
|
62,314,396 |
|
|
|
156,799,692 |
|
|
|
219,114,088 |
|
Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2021 |
|
As
Previously
Reported |
|
Adjustment |
|
As Restated |
|
|
(amounts in thousands except per share amounts) |
Change in fair value of warrant liability |
|
$ |
42,239 |
|
|
$ |
12,046 |
|
|
$ |
54,285 |
|
Change in fair value of subordinated convertible notes |
|
$ |
49,561 |
|
|
$ |
(7,684 |
) |
|
$ |
41,877 |
|
Total operating expenses |
|
$ |
248,386 |
|
|
$ |
4,362 |
|
|
$ |
252,748 |
|
Net loss before income taxes |
|
$ |
(132,837 |
) |
|
$ |
(4,362 |
) |
|
$ |
(137,199 |
) |
Net loss |
|
$ |
(132,878 |
) |
|
$ |
(4,362 |
) |
|
$ |
(137,240 |
) |
Net income attributable to common shareholders |
|
$ |
(99,514 |
) |
|
$ |
(4,362 |
) |
|
$ |
(103,876 |
) |
Net income per share, basic and diluted |
|
$ |
(1.87 |
) |
|
$ |
(0.09 |
) |
|
$ |
(1.96 |
) |
Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2021 |
|
As
Previously
Reported |
|
|
Adjustment |
|
|
As Restated |
|
Net loss |
|
$ |
(132,878 |
) |
|
$ |
(4,362 |
) |
|
$ |
(137,240 |
) |
Change in fair value of warrants |
|
$ |
42,239 |
|
|
$ |
12,046 |
|
|
$ |
54,285 |
|
Change in fair value of subordinated convertible notes |
|
$ |
49,561 |
|
|
$ |
(7,684 |
) |
|
$ |
41,877 |
|
Issuance of common stock related to convertible debt |
|
$ |
100,311 |
|
|
$ |
(7,684 |
) |
|
$ |
92,627 |
|
Issuance of common stock related to warrants exercised |
|
$ |
73,456 |
|
|
$ |
12,046 |
|
|
$ |
85,502 |
|
|