Common Stock

12 Months Ended

Dec. 31, 2022

Common Stock

Common Stock

14. Common Stock

The Company has 60,000,000 shares authorized as of December 31, 2022 and 44,194,987 shares of common stock available for issuance.

The following represent the Company’s common stock transactions during December 31, 2022 and 2021:

2022 Capital Transactions

On May 12, 2022, the Company entered into Securities Purchase Agreements, each a Purchase Agreement, with new and existing investors, the Investors, pursuant to which the Investors agreed to purchase in a private placement an aggregate of 854,771 shares of common stock and warrants to purchase 427,390 shares of common stock, subject to adjustment as provided in the warrant agreement, the Warrants, for the aggregate purchase price of approximately $5.1 million with a purchase price per unit of $5.92, the Private Placement. Each unit consisted of one share of common stock and a warrant to purchase one half of one share of common stock, subject to adjustment, as provided in the Warrants. The Company received an aggregate of $5.1 million gross and net proceeds from the Private Placement by May 16, 2022.

The $5.1 million of gross and net proceeds where allocated $3.6 million and $1.5 million to the common stock and warrants, respectively. The Company classified these warrants on its consolidated balance sheets as equity as the warrants do not have any redemption features nor a right to put for cash that is outside the control of the Company, and valued using the Black-Scholes model based on the following weighted average assumptions:

Risk-free interest rate		2.81	%
Expected volatility		127.36	%
Expected term		5 years
Expected dividend yield		—
Exercise price	$	8.88
Market value of common stock	$	5.50

In June 2022, the Company issued 4,000 shares of Series E Convertible Preferred Stock at a price of $1,000 per share to satisfy certain indemnification obligations in the amount of $4.0 million, in lieu of paying cash. The Company issued an aggregate of 180 shares of Series E Convertible Preferred Stock relating to accrued dividends during the year ended December 31, 2022.

2021 Capital Transactions

On November 26, 2021, the Company issued a total of 72,464 shares of its common stock at a purchase price of $3.45 per share and warrants to purchase 36,232 shares of common stock to its Chief Executive Officer at a purchase price of $3.45 per unit. Each unit consisted of one share of common stock and a warrant to purchase one half of one share of common stock. The shares and warrants were sold for aggregate gross and net proceeds of approximately $0.3 million of which, $0.2 million and $0.1 million was allocated to the common stock and warrants, respectively.

During the year ended December 31, 2021, the Company issued a total of 1,300,000 shares of its common stock at a purchase price of $2.00 per share and warrants to purchase 650,000 shares of common stock to a group of existing investors at a purchase price of $2.00 per unit. Each unit consisted of one share of common stock and a warrant to purchase one half of one share of common stock. The shares and warrants were sold for aggregate gross and net proceeds of approximately $2.6 million, of which $1.8 million and $0.8 million was allocated to the common stock and warrants, respectively.

The Company classified the warrants in each of the aforementioned issuances on its consolidated balance sheets as equity, and valued the respective warrants issued in conjunction with common stock placements using the Black-Scholes model based on the following weighted average assumptions:

Risk-free interest rate		0.82	%
Expected volatility		121.22	%
Expected term		5 years
Expected dividend yield		—	%
Exercise price	$	2.08
Market value of common stock	$	2.58

Warrant to purchase common stock activity for the year ended December 31, 2022 was as follows:

				Weighted-average
	Amount			exercise price
Outstanding at December 31, 2020		1,893,201		$	6.44
Issued		686,232			2.08
Expired		(78,014	)		35.20
Outstanding at December 31, 2021		2,501,419			4.35
Issued		427,390			8.88
Exercised		(775,000	)		7.17
Expired		(1,040,187	)		7.59
Outstanding at December 31, 2022		1,113,622			4.69

Employee Stock Purchase Plan

The Company maintains the 2013 Employee Stock Purchase Plan, or the ESPP Plan, whereas participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company’s common stock. At the conclusion of the period, participating employees can purchase shares of the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock at the beginning or end of the period. Shares are issued under the plan for the six-month periods ending June 30 and December 31. Under this plan, 7,500 shares of common stock are authorized for issuance of which 4,534 shares have been issued as of December 31, 2022. There are 2,966 shares available for issuance as of December 31, 2022 and December 31, 2021. There was no ESPP Plan activity in 2022 or 2021.