Stockholders' Equity and Convertible Preferred Stock

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity and Convertible Preferred Stock

Note 11. Stockholders’ Equity and Convertible Preferred Stock

Public Offering

On February 19, 2021, the Company consummated the public offering pursuant to an amended and restated underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC, as representative to the underwriters named therein (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter in an underwritten public offering (the “Offering”) an aggregate of 46,875,000 shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (the “Common Stock”). The Company received gross proceeds of approximately $75 million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. On February 23, 2021, the Underwriter partially exercised its over-allotment option and purchased an additional 7,030,927 Shares, resulting in aggregate proceeds of approximately $86.2 million, before deducting underwriting discounts and commissions and other expenses. The total net proceeds received from these two offerings were approximately $78.0 million.

In connection with the Offering, the Company issued the Underwriter warrants (the “Underwriter’s Warrants”) to purchase up to 4,312,473 shares of Common Stock, or 8% of the Shares sold in the Offering. The Underwriter’s Warrants will be exercisable for a period of five years from February 19, 2021 at an exercise price of $2.00 per share, subject to adjustment.

Warrants

A summary of warrant activity for the nine months ended September 30, 2021 is presented below:

	Warrants			Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2020		1,723,020		$	3.07		57,333		1.11
Issued		4,312,473			2.00		-		4.39
Exercised		(80,000	)		1.05		-		-
Expired		(153,789	)		19.67		-		-
Forfeited		(3	)		16.15		-		-
Outstanding as of September 30, 2021		5,801,701		$	1.86		53,999		4.12

Stock Options

A summary of stock option activity for the nine months ended September 30, 2021 is presented below:

	Number of Shares			Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2020		384,304		$	40.15	$	69,000		8.9
Employee options granted		100,000			1.24		-		9.3
Employee options expired		(4,650	)		-		-		-
Outstanding as of September 30, 2021		479,654		$	32.35	$	54,000		8.5
Options vested and exercisable		479,654		$	32.35	$	54,000		8.5

Stock-based compensation associated with the amortization of stock option expense was approximately $6,000 and $0 for the three months ended September 30, 2021 and 2020, respectively. Stock-based compensation associated with the amortization of stock option expense was approximately $0.2 million and $0 for the nine months ended September 30, 2021 and 2020, respectively. All stock compensation was recorded as a component of general and administrative expenses.

Estimated future stock-based compensation expense relating to unvested stock options is approximately $0.

Restricted Stock Awards

Pursuant to the patent license agreement effective January 5, 2021 with Silo Parma Inc., the Company issued and delivered to Silo Pharma 625,000 shares of the Company’s restricted stock as consideration for the license of the licensed patents. This restricted stock award vested immediately. The Company recorded approximately $0.5 million in research and development expense related with license acquired during the nine months ended September 30, 2021 related to this arrangement.

On July 31, 2021, the Company issued each of six directors 25,000 shares of the Company’s common stock pursuant to the Company’s 2020 Equity Incentive Plan. These shares have a total fair value of approximately $0.1 million. These restricted stock awards vested immediately.