Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

Unsecured Notes Payable

On November 9, 2022, the Company issued a short-term Promissory Note in favor of Mei-Yun (Gina) Huang in the original principal amount of $350 thousand. Ms. Huang previously provided $450 thousand of bridge financing in September 2022 on the substantially the same terms. Ms. Huang is a member of the Company’s board of directors.

The promissory note has a maturity date of nine months from the date of issuance and bears interest at an annual rate of eight percent. The outstanding principal balance and all accrued interest thereon are due and payable at the maturity date. The Company may prepay the amounts outstanding under the note in whole or in part at any time prior to the maturity date. Upon the occurrence of an event of default under the note, Ms. Huang may, at her option, declare the amount outstanding under the note immediately due and payable. After the occurrence of an event of default, Ms. Huang may elect to have interest accrue on the note at a rate per annum of ten percent, or such lesser rate as permitted under applicable law.

On November 4, 2022, the Company issued a short-term Promissory Note in favor of Jay Huang in the original principal amount of $250 thousand (the “Huang Note”). In October of 2022, Mr. Huang also provided $50 thousand of bridge financing on the substantially the same terms as the Huang Note.

The Huang Note has a maturity date of nine months from the date of issuance and bears interest at an annual rate of eight percent. The outstanding principal balance and all accrued interest thereon are due and payable at the maturity date. The Company may prepay the amounts outstanding under the Huang Note in whole or in part at any time prior to the maturity date. Upon the occurrence of an event of default under the Huang Note, Mr. Huang may, at his option, declare the amount outstanding under the Huang Note immediately due and payable. After the occurrence of an event of default, Mr. Huang

may elect to have interest accrue on the Huang Note at a rate per annum of ten percent, or such lesser rate as permitted under applicable law.

Exchange Agreement

On October 10, 2022, we entered into an Exchange Agreement (the “Exchange Agreement”) with Streeterville, to whom we previously sold and issued the 2021 Streeterville Note. Pursuant to the Exchange Agreement, the Company and Streeterville have agreed to (i) partition from the 2021 Streeterville Note a new Promissory Note (the “October Partitioned Note”) in the original principal amount of $205 thousand (the “October Exchange Amount”), (ii) cause the outstanding balance of the 2021Streeterville Note to be reduced by an amount equal to the October Exchange Amount, and (iii) exchange (the “Exchange”) the Partitioned Note for 385,918 shares (the “October Exchange Shares”) of the Company’s common stock.

The October Exchange was each priced at-the-market under Nasdaq rules pursuant to one or more exemptions from the registration requirements of the Securities Act of 1933, as amended. There are no gross proceeds to the Company in respect of the October Exchange, provided that the Exchange satisfied a redemption notice provided by Streeterville under the terms of the 2021 Streeterville Note, pursuant to which the Company otherwise would be required to redeem $205 thousand of the 2021 Streeterville Note in cash, respectively.