Quarterly report pursuant to Section 13 or 15(d)

Stockholders??? Equity

v3.23.3
Stockholders’ Equity
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Stockholders’ Equity

Note 2 – Stockholders’ Equity

 

Preferred Stock

 

There were no issued or outstanding shares of preferred stock at either September 30, 2023 or December 31, 2022.

 

Common Stock

 

Increase in Our Authorized Number of Shares

 

Subsequent to receiving shareholder approval on June 27, 2023, we amended our Certificate of Incorporation to increase the number of authorized shares of our common stock from 50,000,000 to 100,000,000. We believe 100,000,000 authorized shares of common stock better aligns our capital structure with our future needs and have shown this retroactively in the condensed consolidated financial statements.

 

During the nine months ended September 30, 2023, we issued 8,432,192 shares of our common stock through several fundraising efforts described below:

 

 

ATM Offering

 

On February 5, 2023, in connection with our Registered Direct Offering discussed below, we terminated our ATM and suspended the Sales Agreement with Oppenheimer & Co. Inc., but we expect to reinstate it in the future. During the nine months ended September 30, 2023, we sold 569,648 shares at an average price of $1.22 per share for aggregate gross proceeds of $693,000 (net proceeds of $672,000) prior to deducting sales commissions.

 

Lincoln Park Capital Fund, LLC Purchase Agreement

 

On March 23, 2022, we entered into a purchase agreement with Lincoln Park, pursuant to which Lincoln Park has committed to purchase up to $15.0 million of shares (the “Purchase Shares”) of our common stock, subject to the terms and conditions in the purchase agreement with Lincoln Park, including that the closing sale price of the common stock on the purchase date is not below a threshold price of $1.00. Any proceeds that we receive under the purchase agreement are expected to be used for working capital and general corporate purposes. During the nine months ended September 30, 2023, we sold 50,000 shares at an average price of $1.08 per share for aggregate gross proceeds of $54,000 under the purchase agreement with Lincoln Park.

 

Registered Direct Offering

 

On February 14, 2023, we closed a registered direct offering (the “Offering”) for the sale of 7,812,544 shares of common stock at a purchase price of $0.80 per share for gross proceeds of $6.3 million (net proceeds of $5.6 million).

 

We paid the Placement Agent (“Spartan Capital” or “Spartan”) a cash fee of 8.0% of the gross proceeds from the Offering, excluding proceeds received from our insiders, and reimbursed the Placement Agent for legal fees of $60,000. The engagement agreement with the Placement Agent requires us to indemnify the Placement Agent and certain of its affiliates against certain customary liabilities. On February 14, 2023, we amended our consulting agreement with Spartan originally entered into on August 24, 2022, extending the term of the consulting agreement until February 10, 2024. As compensation for services under the agreement, on April 17, 2023, we granted Spartan warrants to purchase 3,160,130 shares of our common stock with an exercise price of $1.02. The warrants will expire three years from the date of issuance and contains both call and cashless exercise provisions.