Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On October 27, 2023, the Company filed a proxy statement informing stockholders of record as of October 19, 2023 of a special meeting of stockholders to be held on November 29, 2023 to consider and act upon approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors, a reverse stock split of the outstanding shares of the Company’s common stock at a ratio not less than 1-for-5 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of the Company’s Board of Directors without further approval or authorization of the Company’s stockholders.

The Company’s Board of Directors are proposing the reverse stock split to regain compliance and reduce risk of future non-compliance with the minimum bid price requirement of Nasdaq Listing Rule 5450(a)(1) of $1.00 per common share and to minimize risk of future delisting on the Nasdaq Capital Market, among other reasons. Approval of the proposal by the stockholders would give the Company’s Board of Directors authority to implement the reverse stock split at any time, or not at all, at the Board of Directors’ sole discretion that such action is in the best interests of the Company. If the Company regains compliance with the minimum bid price through other means, such as organic strengthening of the Company’s stock, the reverse stock split may not be consummated.

Effective November 1, 2023, the Company’s Board of Directors approved an amendment to the Company’s 2022 Employment Inducement Incentive Award Plan (as amended, the “Inducement Plan”) solely to increase the number of shares of the Company’s common stock available for issuance pursuant to equity awards granted under the Inducement Plan by [10,000,000] shares, to an aggregate of [11,000,000] shares, subject to the adjustment provisions of the Inducement Plan. The Inducement Plan Amendment was adopted without stockholder approval pursuant to the applicable Nasdaq Listing Rules. The Inducement Plan allows for the grant of awards in the form of: (i) non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock; (iv) RSUs; (v) dividend equivalents; and (vi) other stock and cash-based awards. From the Inducement Plan, inducement stock-based awards can be granted to newly hired employees in accordance with Nasdaq Listing Rules.