STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

On July 23, 2024, we amended our amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock. The accompanying financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented. All issued and outstanding common stock, options and warrants exercisable for common stock and per share amounts contained in our financial statements have been retrospectively adjusted.

Activity in equity during the nine month periods ended September 30, 2024 and 2023 was as follows (dollars in thousands):

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total
	Shares	Amount
2024
Balances as of December 31, 2023	514,003	$	1	$	136,263	$	(129,913)	$	6,351
Stock-based compensation	—	—		85		—		85
Issuance of common stock upon exercise of warrants	460	—		6		—		6
Net loss	—	—		—		(1,832)		(1,832)
Balances as of March 31, 2024	514,463	1		136,354		(131,745)		4,610
Stock-based compensation	—	—		88		—		88
Issuance of common stock for fractional shares in the 10:1 reverse stock split	877	—		—		—		—
Net loss	—	—		—		(1,584)		(1,584)
Balances as of June 30, 2024	515,340	1		136,442		(133,329)		3,114
Stock-based compensation	—	—		73		—		73
Issuance of common stock upon exercise of warrants, net	505,502	—		1,977		—		1,977
Net loss	—	—		—		(1,513)		(1,513)
Balances as of September 30, 2024	1,020,842	$	1	$	138,492	$	(134,842)	$	3,651
2023
Balances as of December 31, 2022	6,748	$	—	$	127,482	$	(122,203)	$	5,279
Stock-based compensation	—	—		166		—		166
Issuance of common stock upon exercise of warrants	10,250	—		—		—		—
Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes	111	—		(11)		—		(11)
Issuance of common stock for service	454	—		100		—		100
Net loss	—	—		—		(2,037)		(2,037)
Balances as of March 31, 2023	17,563	—		127,737		(124,240)		3,497
Stock-based compensation	—	—		113		—		113
Issuance of common stock, net of issuance costs	7,143	—		1,210		—		1,210
Net loss	—	—		—		(1,993)		(1,993)
Balances as of June 30, 2023	24,706	—		129,060		(126,233)		2,827
Stock-based compensation	—	—		88		—		88
Issuance of common stock upon exercise of warrants, net	2,625	—		1,788		—		1,788
Net loss	—	—		—		(1,947)		(1,947)
Balances as of September 30, 2023	27,331	$	—	$	130,936	$	(128,180)	$	2,756

In August 2024, we issued 505,502 shares pursuant to the exercise of warrants. Certain warrant holders were induced to exercise warrants by reducing the exercise price to the then current market price of our common stock (the “Warrant Inducement”). The original warrants consisted of 48,911 shares issued August 24, 2023 with an exercise price of $86.40 per share and a weighted average remaining life of 2.1 years (the “August 2023 Original Warrants”) and 456,591 shares issued November 29, 2023 with an exercise price of $13.00 per share and a weighted average remaining life of 2.5 years (the “November 2023 Original Warrants”) (collectively, the “Original Warrants”). The Original Warrants were exercised

for $4.60 per share for gross proceeds of $2.3 million, before deducting $340,000 of issuance costs. Of the 505,502 shares issued, 8,293 shares were held in abeyance as of September 30, 2024 and not considered outstanding until certain conditions are met, at which time such shares will become outstanding. The balance of the shares in abeyance will be held in abeyance until notice from the stockholder that the balance, or portion thereof, may be issued in compliance with a beneficial ownership limitation provision in the warrants. Such shares were released from abeyance in October.

In connection with the Warrant Inducement transaction, new warrants to purchase 1,036,279 shares of our common stock were issued, which are discussed in Note 7.

In June 2024, we entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock for aggregate gross proceeds of up to $1,575,944 (“ATM Facility”). The offer and sale of shares will be made pursuant to a previously filed shelf registration statement on Form S-3 (Registration no. 333-261227), originally filed with the SEC on November 19, 2021 and amended on May 4, 2022, and declared effective by the SEC on May 6, 2022, and the related prospectus supplement related to the offering of shares dated June 20, 2024, and filed with the SEC on such date pursuant to Rule 424(b) under the Securities Act. As of September 30, 2024, we have not sold any shares under this ATM Facility and there are 315,189 shares of common stock reserved for potential issuance under the ATM Facility.

COMMON STOCK WARRANTS

The following table presents the common stock warrant activity:

Issue Date	Warrant Type	Term Date	Exercise Price		Balance December 31, 2023	Issued	Exercised	Expired	Balance September 31, 2024
July 2019	Dealer Manager	July 2024	$	81,000.00	3	—	—	(3)	—
January 2020	Registered Direct Offering	July 2025	$	21,600.00	60	—	—	—	60
January 2020	Dealer Manager	July 2025	$	24,000.00	4	—	—	—	4
March 2020	Dealer Manager	March 2025	$	9,015.12	4	—	—	—	4
April 2020	Dealer Manager	April 2025	$	9,528.00	47	—	—	—	47
April 2020	Registered Direct Offering	April 2025	$	7,320.00	20	—	—	—	20
October 2020	Dealer Manager	April 2026	$	5,174.40	34	—	—	—	34
February 2021	Private Placement Agreement	August 2026	$	5,318.40	540	—	—	—	540
February 2021	Dealer Manager	August 2026	$	6,835.40	136	—	—	—	136
March 2021	Dealer Manager	March 2026	$	6,000.00	60	—	—	—	60
November 2022	Dealer Manager	November 2027	$	525.000	892	—	—	—	892
April 2023	Series C	October 2028	$	194.40	7,142	—	—	—	7,142
April 2023	Dealer Manager	April 2028	$	262.50	534	—	—	—	534
August 2023	Private Inducement	September 2024	$	86.42	23,810	—	(23,810)	—	—
August 2023	Private Inducement	August 2028	$	86.42	25,101	—	(25,101)	—	—
August 2023	Dealer Manager	August 2028	$	108.04	1,222	—	—	—	1,222
November 2023	Series D	November 2028	$	13.00	381,615	—	(230,589)	—	151,026
November 2023	Series E	May 2025	$	13.00	307,460	—	(226,462)	—	80,998
November 2023	Dealer Manager	November 2028	$	16.25	28,844	—	—	—	28,844
August 2024	Series F-1	August 2029	$	4.35	—	571,318	—	—	571,318
August 2024	Series F-2	February 2026	$	4.35	—	439,686	—	—	439,686
August 2024	Dealer Manager	August 2029	$	5.75	—	25,275	—	—	25,275
					777,528	1,036,279	(505,962)	(3)	1,307,842

	Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding as of December 31, 2023	777,528	$	29.53	3.4
Issued	1,036,279	4.38		3.4
Exercised	(505,962)	4.61		—
Expired	(3)	81,000.00		—
Outstanding as of September 30, 2024	1,307,842	12.63		3.3

During the nine months ended September 30, 2024:

•In August, warrants were issued to the investors in the Warrant Inducement transaction discussed in Note 6 to purchase up to 1,011,004 shares of our common stock. These warrants are exercisable immediately with an exercise price of $4.35 per share, with 571,318 expiring August 23, 2029 (5-Year New Warrants) and 439,686 expiring February 23, 2026 (18-Month New Warrants). We estimated the fair value of the 5-Year New Warrants to be $1.9 million using a Black-Scholes model based on the following significant inputs: common stock price of $4.10 per share; volatility of 118%; term of 5 years; dividend yield of 0%; and risk-free rate of 3.6%. The fair value of the 18-Month New Warrants was estimated to be $1.2 million using the Black-Scholes model based on the following significant inputs: common stock price of $4.10 per share; volatility of 153%; term of 1.5 years; dividend yield of 0%; and risk-free rate of 4.1%.

•In August, placement agent warrants were issued to purchase up to 25,275 shares of our common stock. The placement agent warrants are exercisable immediately upon issuance, with an exercise price per share of $5.75 per share, and expire August 23, 2029. We estimated the fair value of these warrants to be $83,000 using a Black-Scholes model based on the following significant inputs: common stock price of $4.10 per share; volatility of 118%; term of 5 years; dividend yield of 0%;and risk-free interest rate of 3.6%.

•In August, the Original Warrants representing 505,502 shares of common stock were exercised for $4.60 per share. The terms of the Original Warrants were modified in order to induce exercise. See Warrant Inducement discussion in Note 6. The difference between the fair value of the warrants immediately prior to modification and immediately after modification was $386,000 using the Black-Scholes model based on the following significant inputs:

◦For the August 2023 Original Warrants related to 48,911 shares: common stock price of $4.10 per share; volatility of 151%; term of 2.1 years; dividend yield of 0%; and risk-free rate of 3.9%; and

◦For the November 2023 Original Warrants related to 456,591 shares: common stock price of $4.10 per share; volatility of 140%; term of 2.5 years; dividend yield of 0%; and risk-free rate of 3.8%.

•In January, warrants representing 460 shares of common stock were exercised with an exercise price of $13.00 per share.