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Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity  
Stockholders' Equity

(10) Stockholders’ Equity

As of September 30, 2024, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:

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Common Stock

Common Stock warrants

    

16,763,305

Stock-Based Awards—RSUs Outstanding

 

14,241,050

Stock-Based Awards—Options Outstanding

 

8,325,875

Total

 

39,330,230

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At-the-Market Offering Agreement

On March 15, 2024, the Company entered into an At-the-Market (“ATM”) Sales Agreement (the “ATM Agreement”) with  B. Riley Securities, Inc. (“B. Riley”) and Needham & Company, LLC (“Needham”; each of B. Riley and Needham, a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock, having an aggregate offering price of up to $100,000,000, subject to certain limitations as set forth in the ATM Agreement. The Company is not obligated to make any sales under the ATM Agreement.

Any shares offered and sold in the ATM offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 and the related prospectus supplement. Under the ATM Agreement, the sales agents may sell shares of common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. The Company will pay the sales agents a commission rate of up to 3% of the gross sales proceeds of any shares sold and has agreed to provide the sales agents with customary indemnification, contribution and reimbursement rights. The ATM Agreement contains customary representations and warranties and conditions to the placements of the shares pursuant thereto.

During the three months ended September 30, 2024, the Company raised gross proceeds of $12.3 million pursuant to the ATM offering through the sale of 11,294,746 shares of its common stock at a weighted average price of $1.09 per share. During the nine months ended September 30, 2024, the Company raised gross proceeds of $39.8 million pursuant to the ATM offering through the sale of 30,718,121 shares of its common stock at a weighted average price of $1.30 per share. The net proceeds from the ATM offering during the three and nine months ended September 30, 2024 were $12.0 million and $38.8 million, respectively, after deducting sales agent commissions of $0.3 million and $1.0 million, respectively. As of September 30, 2024, up to $60.2 million of Company common stock remains available for sale pursuant to the ATM offering.

Common Stock Purchase Agreement

The Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”) on August 11, 2022 pursuant to which the Company was able to issue and sell to B. Riley the lesser of i) $75.0 million in aggregate gross purchase price of newly issued shares of the Company’s Common Stock or ii) an amount not to exceed 23,648,889 shares of Common Stock (such number of shares equal to approximately 19.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of the agreement and inclusive of 171,008 shares of Common Stock issued to B. Riley on August 11, 2022 as consideration for entering into the Purchase Agreement).

In consideration of the parties entering into the foregoing agreement, the parties also entered into a Registration Rights Agreement on August 11, 2022, pursuant to which the Company provides B. Riley with registration rights with respect to such Common Stock and pursuant to which the Company filed a registration statement covering the resale of such Common Stock.

During the three months ended September 30, 2024, the Company did not sell Common Stock under the Purchase Agreement, which was terminated as of February 15, 2024. During the nine months ended September 30, 2024, the Company received net proceeds of $12.8 million from the issuance and sale of 10,056,799 shares of Common Stock to B. Riley under the Purchase Agreement. As of February 15, 2024, there were no remaining shares available for sale under the Purchase Agreement; the agreement has terminated.

The Company was not able to sell Common Stock under the Purchase Agreement for an extended period in early 2023 while its share price was trading below $1.00 per share. As a result, the Company recognized impairment charges during the nine months ended September 30, 2023 of  $0.8 million for previously deferred offering costs primarily related to the Purchase Agreement, which were recorded as selling, general and administrative expense in the accompanying condensed consolidated statement of operations. No impairment charges were recognized in the three months ended September 30, 2023.