Shareholders' Equity

9 Months Ended

Sep. 30, 2021

Shareholders' Equity

Note 7. Shareholders’ Equity

Preferred Stock

The Company has 350,000 shares of preferred stock authorized, none of which are issued or outstanding.

Common Stock

The following items represent transactions in the Company’s common stock for the nine months ended September 30, 2021:

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During the nine months ended September 30, 2021, the Company issued 13 shares of common stock as a result of a warrant exercise. The weighted average exercise price per share was $3.95.

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During the nine months ended September 30, 2021, the Company issued 11,931,513 shares of common stock pursuant to the B. Riley Sales Agreement at a weighted average price of $1.63 per share.

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During the nine months ended September 30, 2021, the Company issued 30,254 shares of common stock as a result of option exercises. The weighted average exercise price per share was $0.85.

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The Company issued a vendor 25,000 shares of common stock with a fair value of $1.10 per share on September 29, 2021.

The Company’s common stock issued to the vendor and options exercised as described above were issued under the 2015 Plan and are registered on a Registration Statement on Form S-8. However, as shares of common stock are not covered by a reoffer prospectus, the certificates evidencing such shares reflect a Securities Act restrictive legend.

The issuances of the Company’s common stock (a) as a result of the warrant exercise described above was registered on a Registration Statement on Form S-1, and (b) pursuant to the B. Riley Sales Agreement described above were registered on a Registration Statement on Form S-3.

B. Riley At Market Issuance Sales Agreement

In August 2017, the Company entered into the B. Riley Sales Agreement to sell shares of the Company’s common stock from time to time, through an “at-the-market” equity offering program under which B. Riley acts as sales agent. Under the B. Riley Sales Agreement, the Company sets the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales may be requested to be made,

limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. The B. Riley Sales Agreement provides that B. Riley is entitled to compensation for its services in an amount equal to 3% of the gross proceeds from the sale of shares sold under the B. Riley Sale Agreement. The Company has no obligation to sell any shares under the B. Riley Sales Agreement, and may suspend solicitation and offers under the B. Riley Sales Agreement at any time.

The Company’s shelf registration statement on Form S-3 (File No. 333- 217738) filed on May 5, 2017 (the “May 2017 Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) expired on August 10, 2020, but was available to be utilized for a period up to six months or until a new shelf registration statement was declared effective, whichever occurred first. All sales under the B. Riley Sales Agreement from August 11, 2017 through August 10, 2020 were made pursuant to the May 2017 Registration Statement.

All sales of common stock made pursuant to the B. Riley Sales Agreement since the expiration of the May 2017 Registration Statement have been, and future sales will be, made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 239928) filed on July 17, 2020 (the “July 2020 Registration Statement”) with the SEC, and any amendments thereto, the base prospectus filed as part of such registration statement, and any prospectus supplements. The July 2020 Registration Statement was declared effective on August 28, 2020.

On August 13, 2021, the Company filed a prospectus supplement relating to the B. Riley Sales Agreement to offer and sell shares of Company common stock having an aggregate offering price of up to $30.0 million under the July 2020 Registration Statement. As of November 11, 2021, there was $26.8 million available for future sale of common stock under the B. Riley Sales Agreement.