Note 12 - Equity Offerings

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Equity Offerings [Text Block]

12. Equity Offerings

2022 At-The-Market Offering

On  March 18, 2022, the Company entered into a Controlled Equity Offering Sales Agreement (the “2022 Sales Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., collectively, “the Agents”. The Company commenced an at-the-market offering (the “2022 ATM Offering”) pursuant to which the Company could offer and sell, from time to time, at its option, shares of its common stock for an aggregate offering price of up to $100.0 million. The aggregate compensation payable to the Agents was 3.0% of the aggregate gross proceeds from each sale of the Company’s common stock.

The following table presents details about common stock issued pursuant to the 2022 ATM Offering (in thousands, except share and per share amounts):

	Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023
Shares of common stock issued		78,600			433,672
Average price per share	$	0.31		$	0.52
Gross proceeds	$	25		$	227
Commission paid to Agents	$	(1	)	$	(7	)
Net proceeds	$	24		$	220

2023 Registered Equity Offering

On July 27, 2023, the Company sold, in a registered direct offering, an aggregate of 23,809,524 shares of common stock, and warrants to purchase 23,809,524 of the Company’s common stock shares at an exercise price of $0.42 per common share (“the warrants”), for an aggregate purchase price of $10.0 million. The warrants are exercisable at any time on or after the date of issuance and will expire five years after the date of issuance. Based on the assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 – Distinguishing Liabilities from Equity and ASC 815 – Derivatives and Hedging, the Company determined that warrants did not meet the requirements for equity classification. Accordingly, the warrants were recorded as a liability on the Company’s balance sheet at their initial estimated fair value on the date of issuance. For additional information regarding the fair value of warrant liabilities, please refer to Note 4 – Fair Value Measurements.

The Company allocated $7.1 million of the aggregate proceeds to warrants based on their estimated fair value, with the residual amount of $2.9 million allocated to common stock. Offering related issuance costs were approximately $1.0 million and consisted primarily of placement agent’s fees and legal expenses. Issuance costs were allocated to common stock and warrant liability proportionally to the allocation of the purchase price. For the three and nine months ended September 30, 2023, the Company recorded $0.7 million of Other expense, net, in the condensed consolidated statement of operations related to issuance costs allocated to warrant liabilities.