Capital Stock

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Capital Stock

Capital Stock

Common Stock

The Company’s common stock, par value $0.0001 per share (the “Common Stock”), is listed on the Nasdaq Capital Market (“Nasdaq”). As of December 31, 2023 we had 150,000,000 shares of Common Stock authorized, with 16,692,124 and 16,684,571 shares issued and outstanding, respectively.

On January 3, 2023, the Company effected a 1-for-15 reverse stock split of its Common Stock. All Common Stock share information (including treasury share information) in our Consolidated Financial Statements has been adjusted for this stock split retrospectively for all periods represented herein.

On April 18, 2023, the Company issued 339,498 shares of Common Stock in relation to certain warrant exercises discussed below, and 177,564 shares of Common Stock related to vested restricted stock units discussed in Note 11 - Stock Based Compensation .

On May 28, 2023, in relation to the departure of certain directors, 42 restricted stock awards and 1,929 restricted stock units became fully vested and 1,971 shares of the Company’s Common Stock were issued. See Note 11 - Stock Based Compensation for further detail.

During the year ended December 31, 2023, 4,620 shares of Series F Preferred Stock, plus accrued dividends, were converted to 14,102,477 shares of the Company’s Common Stock, respectively. See Note 10 - Preferred Stock, for further detail.

On June 30, 2023, the Company entered into an exchange agreement (the “Exchange Agreement”) with entities affiliated with Foundry Group (the “Exchanging Stockholders”), pursuant to which the Company exchanged an aggregate of 406,776 shares of the Company’s Common Stock owned by the Exchanging Stockholders for pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 407,000 shares of Common Stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting Common Stock), with an exercise price of $0.0001 per share. The Exchange Warrants were exercisable at any time, except that the Exchange Warrants were not exercisable by the Exchanging Stockholders if, upon giving effect or immediately prior thereto, the Exchanging Stockholders would beneficially own more than 4.99% of the total number of issued and outstanding Common Stock, which percentage may change at the holders’ election to any other number less than or equal to 19.99% upon 61 days’ notice to the Company. The holders of the Exchange Warrants did not have the right to vote on any matter except to the extent required by Delaware law. The shares were exchanged in July 2023, and the returned shares were added back to the authorized and unissued share balance of the Company.On November 15, 2023, all the Exchange Warrants were exercised resulting in 407,000 shares of Common Stock being issued.

There was no Common Stock activity during the year ended December 31, 2022. The following table provides a summary of Common Stock activity for the year ended December 31, 2023:

Issued Shares as of December 31, 2022 and 2021	2,070,861
Issuances from Preferred Stock conversions	14,102,477
Issuances related to warrants	746,027
Issuances related to stock compensation	179,535
Common shares exchanged for prefunded warrants	(406,776)
Issued Shares as of December 31, 2023	16,692,124
Less Treasury Shares:	7,553
Outstanding Shares as of December 31, 2023	16,684,571

Common Stock Warrants

On January 3, 2023, the Company and all the holders of the Series A Warrants agreed to amend the terms of the Series A Warrants, issued on June 28, 2021, to extend the termination date from January 4, 2023 to January 4, 2024. All other terms of the Series A Warrants remain in full force and effect. The modification resulted in an incremental value adjustment, and deemed dividend, of $25,000, which was recorded within additional paid-in capital during the three months ended March 31, 2023.

On March 30, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which we issued and sold, in a private placement (the “Private Placement”) (i) 6,550 shares of our newly designated Series F Preferred Stock, $0.0001 par value per share (the “Series F Preferred Stock”), (ii) preferred warrants (the “Preferred Warrants”) to acquire 32,750 shares of Series F Preferred Stock, and (iii) common warrants (“Common Warrants” and with the Preferred Warrants the “Investor Warrants”) to acquire up to 3,830,417 shares of Common Stock. Please refer to Note 10 - Preferred Stock for further discussion on the Series F Preferred Stock and Preferred Warrants.

In connection with the Private Placement, pursuant to an engagement letter dated March 30, 2023, between the Company and Dawson James Securities, Inc. (the “Placement Agent”), the Company agreed to (i) pay the Placement Agent a cash fee equal to 8% of the aggregate gross proceeds raised in the Private Placement, and (ii) grant to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase 306,433 shares of Common Stock.

On March 31, 2023, the Company issued the Common Warrants and the Placement Agent Warrants to purchase an aggregate of 4,136,850 shares of the Company’s Common Stock. The Common Warrants and Placement Agent Warrants have a term of 5 years, commencing six months and one day from the date of issuance, and are initially exercisable for $1.71 per share. The exercise price is subject to customary adjustments for stock splits, stock dividends, stock combination, recapitalization, or other similar transactions involving the Common Stock, and subject to price-based adjustment, on a full ratchet basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable exercise price for the Common Warrants (subject to certain exceptions). The Common Warrants and Placement Agent Warrants are exercisable for cash, provided that if there is no effective registration statement available permitting the resale of the common shares, they may be exercised on a cashless basis. Exercise of the Common Warrants and Placement Agent Warrants is subject to certain limitations, including a 4.99% beneficial ownership limitation. The fair value of the warrants was recorded within additional paid-in capital during the three months ended March 31, 2023.

On April 18, 2023, the Company entered into warrant exercise inducement offer letters with certain holders of outstanding warrants to purchase shares of the Company’s common stock originally issued on October 21, 2020, December 6, 2020, and June 28, 2021, (such holders the “Exercising Holders” and such warrants the “Existing Warrants”) pursuant to which the Exercising Holders agreed to exercise, for cash, Existing Warrants to purchase, in the aggregate, 339,498 shares of the Company’s Common Stock (the “Existing Warrant Shares”), in exchange for the Company’s agreement to lower the exercise price of the Existing Warrants to $1.71. The Company received net proceeds of $534,000 from the exercise of the Existing Warrants in April 2023 (net of $46,000 of financing costs). The inducement resulted in an incremental value adjustment, and deemed dividend, of $751,000, which was recorded within additional paid-in capital during the three months ended June 30, 2023. Following this transaction, 667, 1,934, and 1,000 warrants remained outstanding of the warrants issued on October 21, 2020, December 6, 2020, and June 28, 2021, respectively.

On April 23, 2023, the 667 unexercised warrants issued on October 21, 2020 expired.

On June 7, 2023, the 1,934 unexercised warrants issued on December 6, 2020 expired.

On October 6, 2023, the Company and Investors holding a majority of the outstanding shares of the Preferred Stock agreed to waive any and all provisions, terms, covenants and obligations in the Certificate of Designations or Common Warrants to the extent such provisions permit the conversion or exercise of the Preferred Stock and the Common Warrants, respectively, to occur at a price below $0.2792. Notwithstanding anything to the contrary in the Common Warrants, the “Exercise Price” as set forth in the Common Warrant shall in no event be less than $0.2792 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).

Warrants outstanding as of December 31, 2023 are as follows:

Issue Date	Warrants Issued	Exercise Price		Expiration Date
June 30, 2021 - Series A*	250	$	60.00	January 4, 2024
June 30, 2021 - Series B	750	$	66.00	June 28, 2024
Investor Common Warrants	3,830,417	$	1.71	September 30, 2028
Placement Agent Warrants	306,433	$	1.71	September 30, 2028
	4,137,850
*The Series A warrant’ expiration date has been updated to reflect the extension described above that occurred on January 3, 2023, and as of the date of this filing, the remaining Series A Warrants have expired.

Warrant activity for the years ended December 31, 2023 and 2022 is presented below:

	Outstanding
	Number of Warrants	Weighted Average Exercise Price
Warrants outstanding and exercisable, December 31, 2021	343,099	$	995.06
Warrants outstanding and exercisable, December 31, 2022	343,099	66.34
Granted	4,543,626	1.71
Exercised	(746,027)	0.78
Expired	(2,601)	76.93
Forfeited	(247)	—
Warrants outstanding and exercisable, December 31, 2023	4,137,850	$	1.73

Treasury Shares

The Company maintains Treasury Stock for the Common Stock shares bought back by the Company when they withhold shares to cover taxes on stock compensation transactions. There were no treasury stock transactions during the years ended December 31, 2023 and 2022, and the treasury shares outstanding were 7,553 as of December 31, 2023 and 2022.