XML 30 R16.htm IDEA: XBRL DOCUMENT v3.24.0.1
STOCKHOLDERS’ EQUITY
12 Months Ended
Dec. 31, 2023
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
Preferred Stock
We are authorized to issue 10 million shares of preferred stock with a par value of $0.001. Rights and any series designation would be established at time of issuance of preferred stock. As of December 31, 2023 and 2022 there was no preferred stock outstanding.
Common Stock
We are authorized to issue 100 million shares of common stock with a par value of $0.001 per share. Stockholders of common stock have unlimited voting rights and are entitled to receive the net assets of the Company upon dissolution, subject to the rights of the preferred stockholders, if any.
We had the following common stock offerings in 2023 and 2022:
November 2022. We consummated a private placement with certain institutional and accredited investors and issued an aggregate of 5,631 shares of our common stock at a purchase price of $42.00 per share, pre-funded warrants to purchase up to an aggregate of 113,416 shares of common stock at a purchase price of $42.00 per pre-funded warrant (“November 2022 Pre-Funded Warrants”) and associated warrants to purchase up to an aggregate of 238,094 share of common stock at $37.98 per share (“Series A” and “Series B” warrants), for gross proceeds of approximately $5.0 million, prior to deducting placement agent fees and offering expenses of $770,000. In connection with this offering, we issued the placement agent warrants to purchase up to 8,931 shares of common stock with an exercise price of $52.50 per share.
Of the November 2022 Pre-Funded Warrants,10,916 were exercised in December 2022, with the remaining 102,500 exercised in early 2023.
The common stock, November 2022 Pre-Funded Warrants and Series A and Series B warrants issued in this November 2022 offering were offered and sold pursuant to a registration statement on Form S-1 (File No. 333-267991) initially filed with the SEC on October 24, 2022, as amended, which was declared effective by the SEC on November 16, 2022.
April 2023. We consummated a registered direct offering with certain institutional investors and issued an aggregate of 71,429 shares of our common stock at a purchase price of $21.00 per share and warrants to purchase up to an aggregate of 71,430 shares of common stock at a purchase price of $19.44 per share (“Series C” warrants), for gross proceeds of approximately $1.5 million, prior to deducting placement agent fees and offering expenses of $290,000. In connection with this offering, we issued the placement agent warrants to purchase up to 5,359 share of common stock with an exercise price of $26.25 per share.
The common stock and Series C warrants issued in this April 2023 offering were offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-261227) initially filed with the SEC on November 19, 2021, as amended, which was declared effective by the SEC on May 6, 2022, and a prospectus supplement dated April 10, 2023.
November 2023. We consummated a private placement with certain institutional and accredited investors and issued an aggregate of 450,306 shares of our common stock at a purchase price of $1.30 per share, pre-funded warrants to purchase up to an aggregate of 3,395,848 shares of common stock at a purchase price of $1.30 per pre-funded warrant (“November 2023 Pre-Funded Warrants”) and associated warrants to purchase up to an aggregate of 7,692,308 shares of common stock at $1.30 per share (“Series D” and “Series E” warrants), for gross proceeds of approximately $5.0 million, prior to deducting placement agent fees and offering expenses of $800,000. In connection with this offering, we issued the placement agent warrants to purchase up to 288,462 shares of common stock with an exercise price of $1.630 per share.
All of the November 2023 Pre-Funded Warrants were exercised by December 31, 2023.
The common stock, November 2023 Pre-Funded Warrants and Series D and Series E warrants issued in this November 2023 offering were offered and sold pursuant to a registration statement on Form S-1 (File No. 333-273370) initially filed with the SEC on July 21, 2023, as amended, which was declared effective by the SEC on November 27, 2023.
COMMON STOCK WARRANTS
The following is the activity for common stock warrants:
Issue DateWarrant TypeTerm
Date
Exercise
Price
Balance
December 31,
2021
IssuedExercised Expired Balance
December 31,
2022
IssuedExercised ExpiredBalance
December 31,
2023
November 2017Common Stock OfferingNovember 2022$327.84 507(507)
June 2018ReissueDecember 20238,736.00 236236(236)
August 2018Rights OfferingJuly 20235,520.00 843843(843)
August 2018Dealer ManagerAugust 20238,280.00 5555(55)
July 2019Dealer ManagerJuly 20248,100.00 373737
January 2020Registered Direct OfferingJuly 20252,160.00 765765765
January 2020Dealer ManagerJuly 20252,400.00 575757
March 2020Dealer ManagerMarch 2025901.51 575757
April 2020Dealer ManagerApril 2025952.80 493493493
April 2020Registered Direct OfferingApril 2025732.00 209209209
October 2020Private InducementNovember 202737.98 4,1664,166(4,166)
October 2020Dealer ManagerApril 2026517.44 356356356
February 2021Private Placement AgreementAugust 2026531.84 6,8676,867(1,372)5,495
February 2021Private Placement AgreementNovember 202737.98 2,2852,285(2,285)
February 2021Dealer ManagerAugust 2026683.54 1,3741,3741,374
March 2021Dealer ManagerMarch 2026600.00 619619619
November 2022Pre-Funded WarrantsFebruary 202342.00 113,416(10,916)102,500(102,500)
November 2022Series ANovember 202737.98 119,047119,047(119,047)
November 2022Series BDecember 202337.98 119,047119,047(119,047)
November 2022Dealer ManagerNovember 202752.50 8,9318,9318,931
April 2023Series COctober 202819.44 71,43071,430
April 2023Dealer ManagerApril 202826.25 5,3595,359
August 2023Private InducementSeptember 20248.64 238,096238,096
August 2023Private InducementAugust 20288.64 251,001251,001
August 2023Dealer ManagerAugust 202810.80 12,22912,229
November 2023Pre-Funded WarrantsDecember 20231.30 3,395,848(3,395,848)
November 2023Series DNovember 20281.30 3,846,154(30,000)3,816,154
November 2023Series EMay 20251.30 3,846,154(771,544)3,074,610
November 2023Dealer ManagerNovember 20281.63 288,462288,462
18,926360,441(10,916)(507)367,94411,954,733(4,544,437)(2,506)7,775,734
As of December 31, 2023, we had 7,775,734 shares of common stock issuable upon exercise of outstanding common stock warrants, at a weighted-average exercise price of $2.95 per share and expiring as follows:
Weighted Average Exercise PriceShares
Years Ending December 31:
2024$9.90 238,133
20252.10 3,076,191
2026563.14 7,844
202752.50 8,931
20282.08 4,444,635
2.95 7,775,734
Common Stock Warrants Issued in November 2022 Common Stock Offering
In November 2022, in connection with a registered direct offering with certain institutional and accredited investors, we issued common stock warrants as follows:
Pre-Funded Warrants to purchase up to an aggregate of 113,416 shares of common stock at an exercise price of $42.00 per share, which are exercisable immediately and terminate until exercised in full. A portion of the Pre-Funded Warrants were exercised in December 2022, with the last traunch of these warrants being exercised in February 2023. We estimated the fair value of the Pre-Funded Warrants to be $153,000 using a Black Scholes model based on the following significant inputs: common stock price of $36.36 per share; comparable company volatility of 93.9%; remaining term of three months; dividend yield of 0% and risk-free interest rate of 3.8%.
Series A warrants to purchase up to an aggregate of 119,047 shares at an exercise price of $37.980 per share, which are exercisable immediately and expire five years from date of issuance. We estimated the fair value of the Series A warrants to be $3.1 million using a Black Scholes model based on the following significant inputs: common stock price of $36.36 per share; comparable company volatility of 93.9%; remaining term of five years; dividend yield of 0% and risk-free interest rate of 3.8%.
Series B warrants to purchase up to an aggregate of 119,047 shares at an exercise price of $37.98 per share, which are exercisable immediately and expire 13 months from date of issuance. We estimated the fair value of the Series B warrants to be $1.6 million using a Black Scholes model based on the following significant inputs: common stock price of $36.36 per share; comparable company volatility of 93.9%; remaining term of five years; dividend yield of 0% and risk-free interest rate of 3.8%.
In August 2023, certain terms of the Series A and Series B warrants were modified to induce exercise. The exercise price was reduced to $8.64 per share, and the warrants were exercised in full (“Warrant Inducement Transaction”). The offsetting impact related to the warrant inducement transaction was $657,000 , which was calculated as the difference between the fair value of the warrants immediately prior to modification and immediately after modification using the Black-Scholes model based on the following significant inputs: common stock price of $8.18 per share; volatility of 96%; term of 2.3 years; dividend yield of 0%; and risk-free rate of 5.0%.
Common Stock Warrants Issued to Placement Agent in November 2022 Common Stock Offering
In connection with the registered direct offering in November 2022, we issued to the placement agent, warrants to purchase up to 8,931 shares of common stock. The placement agent warrants will be exercisable commencing six months following the date of issuance, expire five years following the date of sale and have an exercise price per share of $52.50 per share. The placement agent warrants, and the shares of common stock issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.
We estimated the fair value of these warrants to be $240,000 using a Black Scholes model based on the following significant inputs: common stock price of $39.00; comparable company volatility of 93.9%; remaining term five years; dividend yield of 0%; and risk-free interest rate of 3.8%.
Common Stock Warrants Issued in April 2023 Registered Direct Offering
In April 2023, Series C warrants were issued to the investors to purchase up to 71,430 shares of our common stock. The Series C warrants are exercisable immediately with an exercise price of $19.44 per share and expire October 12, 2028. We estimated the fair value of these warrants to be $1.1 million using a Black-Scholes model based on the following significant inputs: common stock price of $16.56 per share; volatility of 164%; term of 5.5 years; dividend yield of 0%; and risk-free interest rate of 3.4%.

In April 2023, placement agent warrants were issued to purchase up to 5,359 shares of our common stock. The placement agent warrants are exercisable immediately upon issuance, with an exercise price per share of $26.25 per share, and expire April 10, 2028. We estimated the fair value of these warrants to be $82,000 using a Black-Scholes model based on the following significant inputs: common stock price of $16.56 per share; volatility of 165%; term of 5 years; dividend yield of 0%; and risk-free interest rate of 3.5%.
Common Stock Warrants Issued in August 2023 Private Inducement
In August 2023, in connection with the Warrant Inducement Transaction, warrants were issued to the investor in the Warrant Inducement Transaction to purchase up to 489,097 shares of our common stock. These warrants are exercisable immediately with an exercise price of $8.64 per share, with 251,001 expiring August 2028 (“5-Year Warrants”) and 238,096 expiring September 2024 (“13-Month Warrants”). We estimated the fair value of the 5-Year Warrants to be $1.5 million using a Black-Scholes model based on the following significant inputs: common stock price of $8.18 per share; volatility of 98%; term of 5 years; dividend yield of 0%; and risk-free rate of 4.4%. The fair value of the 13-Month Warrants was estimated to be $930,000 using the Black-Scholes model based on the following significant inputs: common stock price of $8.18 per share; volatility of 122%; term of 1.1 years; dividend yield of 0%; and risk-free rate of 4.4%.

In August 2023, placement agent warrants were issued to purchase up to 12,229 shares of our common stock. The placement agent warrants are exercisable immediately upon issuance, with an exercise price per share of $10.80 per share, and expire August 2028. We estimated the fair value of these warrants to be $72,000 using a Black-Scholes model based on the following significant inputs: common stock price of $8.18 per share; volatility of 98%; term of 5 years; dividend yield of 0%; and risk-free interest rate of 5.4%.
Common Stock Warrants Issued in November 2023 Common Stock Offering
In November 2023, in connection with a registered direct offering with certain institutional and accredited investors, we issued common stock warrants as follows:
Pre-Funded Warrants to purchase up to an aggregate of 3,395,848 shares of common stock at an exercise price of $1.30 per share, which are exercisable immediately and terminate only when exercised in full. These warrants were exercised in full by December 31, 2023. We estimated the fair value of the Pre-Funded Warrants to be $685,000 using a Black Scholes model based on the following significant inputs: common stock price of $0.93 per share; volatility of 262%; remaining term of one month; dividend yield of 0% and risk-free interest rate of 5.5%.
Series D warrants to purchase up to an aggregate of 3,846,154 shares at an exercise price of $1.30 per share, which are exercisable immediately and expire November 2028.We estimated the fair value of the Series D warrants to be $2.6 million using a Black Scholes model based on the following significant inputs: common stock price of $0.93 per share; volatility of 103%; remaining term of 5 years; dividend yield of 0% and risk-free interest rate of 4.2%.
Series E warrants to purchase up to an aggregate of 3,846,154 shares at an exercise price of $1.30 per share, which are exercisable immediately and expire May 2025. We estimated the fair value of the Series E warrants to be $1.8 million using a Black Scholes model based on the following significant inputs: common stock price of $0.93 per share; volatility of 128%; remaining term of 1.5 years; dividend yield of 0% and risk-free interest rate of 4.6%.
Common Stock Warrants Issued to Placement Agent in November 2023 Common Stock Offering
In connection with the registered direct offering in November 2023, we issued to the placement agent, warrants to purchase up to 288,462 shares of common stock. The placement agent warrants will be exercisable commencing six months following the date of issuance, expire five years following the date of sale and have an exercise price per share of $1.63 per share. The placement agent warrants, and the shares of common stock issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.
We estimated the fair value of these warrants to be $189,000 using a Black Scholes model based on the following significant inputs: common stock price of $0.93 per share; volatility of 103%; remaining term of five years; dividend yield of 0%; and risk-free interest rate of 4.2%.