Note 3 - Sale of Stock for Cash

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Stock Purchase Agreement [Text Block]

Note

3.

Sale of Stock for Cash

Lincoln Park Financing

On

March 30, 

2020,

we entered into a stock purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park agreed to purchase from us at our request up to an aggregate of

$10,250,000

of our common stock (subject to certain limitations) from time to time over a period of

three

years. The agreement allows us, at our sole discretion, to direct Lincoln Park to purchase shares of our common stock, subject to limitations in both volume and dollar amount. The purchase price of the shares that

may

be sold to Lincoln Park under the agreement is the lower of (i) the lowest sale price on the date of purchase, or (ii) the average of the

three

lowest closing prices in the prior

12

business days. There are

no

restrictions on future financings, rights of

first

refusal, participation rights, penalties or liquidated damages other than a prohibition on entering into a “Variable Rate Transaction,” as defined in the agreement. This agreement replaced the

August 2017

agreement with Lincoln Park. Concurrently with the Purchase Agreement, we entered into a Registration Rights Agreement, pursuant to which we filed a registration statement on Form S-

1

with the SEC on

April 10, 2020.

This registration statement was declared effective on

April 21, 2020,

and as of

April 29, 2020,

we commenced regular purchases under the agreement. The Purchase Agreement replaced a similar agreement with Lincoln Park dated

August 2017.

During the

three

months ended

March 31, 2021

and

2020,

we sold

12,455,619

and

3,198,358

shares to Lincoln Park, and received

$2,001,000

and

$545,000

in gross and net proceeds. Subsequent to

March 31, 2021,

we continue to draw on the Purchase Agreement for working capital from time to time (see Note

13

).

2020

Unit Offering

During the

three

months ended

March 31, 2021,

pursuant to an offering commenced in

May 2020,

we sold

875,000

shares of our common stock and received

$105,000

in gross and net proceeds from

three

accredited investors. In addition to the shares, we issued each investor a

six

-month and a

five

-year warrant to purchase additional shares (see Note

6,

“

Warrants Issued in

2020

Unit Offering

”).