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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2024
Stockholders' Equity Note [Abstract] |
Stockholders' Equity | Stockholders’ Equity Public and Private Placements Common Purchase Agreement On March 27, 2023, the Company entered into a securities purchase agreement (the “Common Purchase Agreement”) with the Company’s Chief Executive Officer, Gerard Michel, pursuant to which the Company agreed to issue and sell, in a private placement (the “Common Offering”) shares of common stock, tranche A warrants (“Common Tranche A Warrants”) to acquire 31,110 shares of common stock, tranche B warrants (“Common Tranche B Warrants”, together with the Common Tranche A Warrants, the “Common Warrants”) to acquire 16,666 shares of common stock. On March 29, 2023, the Company closed the Common Offering. The aggregate exercise price of each of the Common Tranche A Warrants and Common Tranche B Warrants issued pursuant to the Common Offering is approximately $0.1 million each. In 2023, all Common Tranche A Warrants were exercised and converted into 31,110 shares of common stock and in 2024 all Common Tranche B Warrants were exercised and converted into 16,666 shares of common stock. Securities Purchase Agreement On March 14, 2024, the Company and certain accredited investors (each an “Investor” and collectively, the “Investors”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company agreed to sell and issue to the Investors in a private placement (the “March 2024 Private Placement”) (i) an aggregate of 876,627 shares of the Company’s common stock, par value $0.01 per share, at a purchase price of $3.72 per share, and (ii) to certain investors, in lieu of shares of common stock, 1,008,102 pre-funded warrants (the “Pre-Funded Warrants”) at a price per Pre-Funded Warrant of $3.71 with an exercise price of $0.01. The Pre-Funded Warrants were exercised in full in 2024. The March 2024 Private Placement closed on March 19, 2024. The Company received gross proceeds of approximately $7.0 million, before deducting offering expenses payable by the Company. Registration Rights for Preferred and Common Offerings Pursuant to the Preferred Purchase Agreement and the Common Purchase Agreement (collectively, the “Purchase Agreements”), the Company filed a registration statement on Form S-3 (the “June 2023 Resale Registration Statement”) providing for the resale by the investors party thereto of the common stock issuable upon conversion of the Registrable Shares (as defined in the Purchase Agreements). The June 2023 Resale Registration Statement became effective on June 28, 2023. Pursuant to the Securities Purchase Agreement, the Company filed a registration statement on Form S-3 (the “April 2024 Resale Registration Statement”) providing for the resale of the common stock and common stock issuable upon the exercise of the Pre-Funded Warrants. The April 2024 Resale Registration Statement also provided for the common stock issued upon the exercise of pre-funded warrants to purchase common stock issued by the Company pursuant to the Avenue Amendment. The registration became effective on May 9, 2024. There is no established public trading market for the Series F Preferred Stock, the Preferred Warrants, Common Warrants or the Pre-Funded Warrants and the Company does not intend to list such securities on any national securities exchange or nationally recognized trading system. June 2024 Shelf Registration Statement On June 28, 2024, the Company filed a universal shelf registration statement on Form S-3 (the “June 2024 Shelf Registration Statement”) with the SEC, pursuant to which the Company may offer, issue and sell any combination of shares of the Company’s common stock, par value $0.01 per share, shares of the Company’s preferred stock, par value $0.01 per share, debt securities, warrants to purchase common stock, preferred stock and/or debt securities, in one or more series, and units consisting of any combination of the other types of securities registered under such June 2024 Shelf Registration Statement in an aggregate amount of up to $150 million, in each case, to the public in one or more registered offerings. The June 2024 Shelf Registration Statement was declared effective on August 5, 2024. At-the-Market Offering The Company has previously entered into a Controlled Equity Offering SM Sales Agreement (“ATM Sales Agreement”), with Cantor Fitzgerald & Co. (the “Sales Agent”), pursuant to which the Company may offer and sell, at its sole discretion through the Sales Agent, shares of its common stock from time to time. Pursuant to a prospectus supplement (the “ATM Prospectus Supplement”), filed with the SEC on February 27, 2023, the Company could sell shares of common stock under the ATM Sales Agreement up to an aggregate of $17.0 million. To date, the Company has sold approximately $4.0 million of its common stock, prior to issuance costs, under the ATM Sales Agreement. No sales were made during the year ended December 31, 2024. The registration statement the ATM Prospectus Supplement was part of expired on July 1, 2024 and no further common stock will be sold pursuant to the ATM Sales Agreement until such time as an applicable prospectus supplement is filed. Authorized Shares The Company is authorized to issue 80 million shares of common stock, $0.01 par value, and 10 million shares of preferred stock, $0.01 par value. As of December 31, 2024, the Company has designated the following preferred stock:
Designated Preferred Shares |  | December 31, 2024
Series A |  | 4,200 |
Series B |  | 2,360 |
Series C |  | 590 |
Series D |  | 10,000 |
Series E |  | 40,000 |
Series E-1 |  | 12,960 |
Series F-1 |  | 24,900 |
Series F-2 |  | 24,900 |
Series F-3 |  | 34,860 |
Series F-4 |  | 24,900 |
Total |  | 179,670 |
Preferred Stock As of December 31, 2024, there were an aggregate of 10,957 shares of Series E and Series E-1, 1,085 Series F-2, no Series F-3 and 2,150 Series F-4 Convertible Preferred Stock outstanding, respectively. Omnibus Equity Incentive Plan On September 30, 2020, the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) was adopted by the Company’s Board of Directors. On November 23, 2020, the Company’s stockholders approved the 2020 Plan. The 2020 Plan will continue in effect until the tenth anniversary of the date of its adoption by the Board or until earlier terminated by the Board. The 2020 Plan is administered by the Board of Directors or a committee designated by the Board of Directors. The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, as well as other stock-based awards or cash awards that are deemed to be consistent with the purposes of the plan to Company employees, directors and consultants. As of December 31, 2024, there have been 7,125,000 shares of common stock reserved under the 2020 Plan, which includes an additional 2,000,000 shares approved by shareholders on May 23, 2024 and registered on Form S-8 registration statement, filed with the SEC on June 28, 2024, of which 2,343,767 remained available to be issued. In addition to options granted from the 2020 Plan, the Company also grants employment inducement awards pursuant to Listing Rule 5635(c)(4) of the corporate governance rules of the Nasdaq Stock Market. The inducement grants are intended to provide incentive to certain individuals to enter into employment with the Company. Prior to December 5, 2023, the inducement awards were granted outside of the 2020 Plan, however they are governed in all respects as if they were issued under the 2020 Plan. These grants do not reduce the number of options available for issuance under the 2020 Plan. Inducement Plan On December 5, 2023, the Company’s 2023 Inducement Plan (the “2023 Plan”) was adopted by the Company’s Board of Directors. The 2023 Plan is administered by a Compensation Committee of two or more Independent Directors appointed by the Board of Directors and is intended to provide for the grant of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, as well as other stock-based awards or cash awards that are deemed appropriate to incentivize employment with the Company. Awards from the 2023 Plan can only be granted to individuals who have not previously worked for the Company or have not worked for the Company for a bona fide period of time. As of December 31, 2024, there have been 650,000 shares of common stock reserved under the 2023 Plan, of which 255,000 remain available to be granted. Stock Options The following table sets forth information as of December 31, 2024 with respect to compensation plans (including individual compensation arrangements) under which shares of common stock of the Company are authorized for issuance.
Plan category |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |  | Weighted-average exercise price of outstanding options, warrants and rights (b) |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders |  | 4,510,302 |  | $ | 6.77 |  |  | 2,343,767
Equity compensation plans not approved by security holders (1) |  | 1,256,625 |  | $ | 8.86 |  |  | 255,000
Total |  | 5,766,927 |  | $ | 7.23 |  |  | 2,598,767
(1)Includes (a) stock options for an aggregate of 499 shares of common stock issued under the Company’s 2019 Equity Incentive Plan, which allows for grants in the form of incentive stock options, non-qualified stock options, stock units, stock awards, stock appreciation rights, and other stock-based awards to the Company’s officers, directors, employees, consultants, and advisors, including options to purchase shares of common stock at exercise prices not less than 100% of fair value on the dates of grant. As of November 2, 2020, no additional grants may be made under this plan, which has been superseded by the Company’s 2020 Omnibus Equity Incentive Plan; however, outstanding awards granted under this plan will remain outstanding and continue to be administered in accordance with the terms of this plan and the applicable award agreements; (b) pursuant to an employment agreement dated as of August 31, 2020 between the Company and Gerard Michel, the Company’s Chief Executive Officer, on October 1, 2020, a non-qualified and non-plan stock option “inducement award” to purchase 498,000 shares of the Company’s common stock in reliance on Nasdaq Rule 5635(c)(4) pursuant to the terms of a stock option award agreement between the Company and Mr. Michel; and (c) new hire inducement awards to purchase 758,126 shares of the Company’s common stock in reliance on Nasdaq Rule 5635(c)(4) pursuant to the terms of a stock option award agreement between the Company and 27 employees hired between 2022 and 2024. The following tables include information for all options granted, including inducement grants that are granted outside of the 2020 Plan. The Company values stock options using the Black-Scholes option pricing model and used the following assumptions for new grants, on a weighted average basis, during the reporting periods:
| Years Ended December 31
| 2024 |  | 2023
Expected terms (years) | 5.2 - 5.9 |  | 0.8 - 5.9
Expected volatility | 98.3% -128.6% |  | 96.4.% - 172.8%
Risk-free interest rate | 3.7% - 4.7% |  | 3.9% - 5.4%
Expected dividends | 0.00% |  | 0.00%
The weighted average grant-date fair value of the stock options granted during the years ended December 31, 2024 and 2023 was approximately $4.29 and $5.62 per share, respectively. The following is a summary of stock option activity for the year ended December 31, 2024:
| Number of Options |  | Weighted Average Exercise Price Per Share |  | Weighted Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2024 | 4,183,232 |  | $ | 8.17 |  |  | 8.3 |  | $ | 147 |
Granted | 2,312,096 |  | 5.26 |  |  | 8.6 |  |
Exercised | (269,673) |  | 6.24 |  |  |  |  |
Expired | (106,910) |  | 9.23 |  |  |  |  |
Cancelled/Forfeited | (351,818) |  | 5.62 |  |  |  |  |
Outstanding at December 31, 2024 | 5,766,927 |  | $ | 7.23 |  |  | 7.5 |  | $ | 28,796 |
Exercisable at December 31, 2024 | 3,494,864 |  | $ | 8.35 |  |  | 6.5 |  | $ | 13,947 |
Unvested at December 31, 2024 | 2,272,063 |  | $ | 5.50 |  |  | 8.9 |  | $ | 14,849 |
The aggregate intrinsic value of stock options exercised was $1.0 million and less than $0.1 million for the years ended December 31, 2024 and December 31, 2023, respectively. Total cash received as a result of stock option exercises was $1.7 million and less than $0.1 million for the years ended December 31, 2024 and December 31, 2023, respectively. The following is a summary of share-based compensation expense in the statement of operations for the twelve months ended December 31, 2023 and December 31, 2024:
| Year Ended December 31,
(In thousands) | 2024 |  | 2023
Selling, general and administrative | $ | 6,690 |  |  | $ | 4,944 |
Research and development | 2,286 |  |  | 2,837 |
Cost of goods sold | 791 |  |  | 370 |
Total | $ | 9,767 |  |  | $ | 8,151 |
At December 31, 2024, there was approximately $4.7 million of aggregate unrecognized compensation expense related to employee and board stock option grants. The cost is expected to be recognized over a weighted average period of 0.9 years. Employee Stock Purchase Plan In August 2021, the Company’s Board of Directors, with shareholder approval in May 2022, adopted the Employee Stock Purchase Plan (the “ESPP”). The ESPP provides for a maximum of 260,295 shares of common stock to be purchased by participating employees of which 112,993 have been issued as of December 31, 2024 since the inception of the benefit in 2021. Employees who elect to participate in the ESPP will be able to purchase common stock at the lower of 85% of the fair market value of common stock on the first or last day of the applicable six-month offering period. Common Stock Warrants The following is a summary of common stock warrant activity for the year ended December 31, 2024:
| Warrants |  | Weighted Average Exercise Price
Outstanding at January 1, 2024 | 4,665,201 |  | $ | 7.76 |
Warrants issued(1) | 1,612,056 |  | .01 |
Warrants exercised | (3,071,563) |  |  | 5.72 |
Warrants cancelled | (12,419) |  |  | 10.00 |
Outstanding and exercisable at December 31, 2024 | 3,193,275 |  | $ | 5.80 |
(1) 1,008,102 of the warrants issued in 2024 were exercised in 2024. The remaining 603,954 warrants issued were converted to pre-funded warrants from Series E and E-1 Warrants during exercise. The following table presents information related to common stock warrants at December 31, 2024:
|  | Warrants Exercisable
Range of Exercise Prices |  | Outstanding Number of Warrants |  | Weighted Average Remaining Warrant Term (in years)
$0.01 (1) |  | 1,341,375 |  |
$10.00 (2) |  | 1,851,900 |  | 0.3
|  | 3,193,275 |  |
(1) Pre-funded warrants with a $0.01 exercise price do not expire until exercised. (2) As of February 28, 2025, 213,500 warrants were exercised with subsequent cash receipts of $2.1 million. These Series F warrants expire on May 5, 2025. Preferred Stock Warrants The following is a summary of preferred stock warrant activity for the year ended December 31, 2024:
| Warrants |  | Weighted Average Exercise Price |  | Weighted Average Remaining Life (in years)
Outstanding at January 1, 2024 | 24,900 |  | $ | 1,000 |  |  | 2.3
Warrants issued | — |  |  | — |  |  |
Warrants exercised | (24,900) |  |  | $ | 1,000 |  |  |
Outstanding and exercisable at December 31, 2024 | — |  |  | $ | — |  |  |

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