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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2023
Equity, Attributable to Parent [Abstract] |
Stockholders' Equity | Stockholders’ Equity Common Stock Total common stock authorized to be issued as of September 30, 2023 was 1,000,000,000 shares, with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, there were 128,555,644 and 103,153,337 shares of our common stock outstanding, respectively. On January 31, 2022, we entered into an At Market Issuance Sales Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which we may offer and sell, from time to time, shares of our common stock, par value $0.0001 per share, for aggregate gross proceeds of up to $100,000, through or to Wainwright, as agent or principal. We are not obligated to sell shares of our common stock under the sales agreement with Wainwright. Sales of shares of our common stock sold under the sales agreement are made pursuant to an effective shelf registration statement on Form S-3 in the amount of $200,000 filed with the SEC on February 1, 2022. During the nine months ended September 30, 2023, we sold 17,394,716 shares of our common stock for aggregate net cash proceeds of $7,003. Transaction costs were $209. As of September 30, 2023, $88.5 million of shares of our common stock remains issuable pursuant to the sales agreement with Wainwright. On August 22, 2023, we entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right, but not the obligation, to sell to Lincoln Park up to $30 million in value of shares of our common stock from time to time over the 24-month term of the purchase agreement. On any business day selected by us, we may direct Lincoln Park to purchase up to 250,000 shares of our common stock subject to adjustment as set forth below, on such business day (or the purchase date), which we refer to as a "Regular Purchase," provided, however, that (i) a Regular Purchase may be increased to up to 350,000 shares if the closing sale price of our common stock on the Nasdaq is not below $0.20 on the applicable purchase date; (ii) a Regular Purchase may be increased to up to 450,000 shares if the closing sale price of our common stock on Nasdaq is not below $0.30 on the applicable purchase date; (iii) a Regular Purchase may be increased to up to 550,000 shares if the closing sale price of our common stock on Nasdaq is not below $0.50 on the applicable purchase date; and (iv) a Regular Purchase may be increased to up to 650,000 shares if the closing sale price of our common stock on Nasdaq is not below $0.75 on the applicable purchase date. Lincoln Park’s committed obligation under any single Regular Purchase, subject to certain exceptions, cannot exceed $1,000. We may direct Lincoln Park to purchase shares in Regular Purchases as often as every business day, so long as the closing sale price of our common stock on such business day is not less than the floor price of $0.10 per share. Concurrently with entering into the purchase agreement, we also entered into a registration rights agreement with Lincoln Park pursuant to which the Company agreed to register the sale of the shares of the Company’s common stock that have been and may be issued to Lincoln Park under the purchase agreement pursuant to the Company’s existing shelf registration statement on Form S-3. During the nine months ended September 30, 2023, we sold 1,712,503 shares of our common stock, including certain commitment shares issued to Lincoln Park in connection with the transaction, for aggregate gross cash proceeds of $88. Transaction costs were $97. As of September 30, 2023, $29.9 million in value of shares of our common stock remains issuable pursuant to the purchase agreement with Lincoln Park. Stock Repurchase Plan On January 5, 2023, our board of directors authorized and approved a stock repurchase program for the repurchase of outstanding shares of our common stock with an aggregate value of up to $5,000. The authorization permits us to repurchase shares of our common stock from time-to-time through open market repurchases at prevailing market prices, in accordance with federal securities laws. The stock repurchase plan is expected to be completed over the next twelve (12) months and may be amended or terminated at any time, in the sole discretion of the board. The exact means, number and timing of stock repurchases depend on market conditions, applicable legal requirements and other factors, and have been funded through the liquidation of our bitcoin holdings. During the nine months ended September 30, 2023, we repurchased 506,500 shares of our common stock at an aggregate repurchase price of $502. Warrants We have various warrants outstanding. A summary of our outstanding warrants is set forth below:
|  | September 30, 2023 |  | December 31, 2022 |  |
Warrant Type |  | Cash Exercise Price per share |  | Number of warrant shares |  | Cash Exercise Price per share |  | Number of warrant shares |  |
2020 Convertible Note warrant |  | $ | 1.42 |  |  | — |  |  | $ | 1.42 |  |  | 2,811,315 |  |  |
Common stock warrants (Series F) |  | $ | 9.22 |  |  | — |  |  | $ | 9.22 |  |  | 377,402 |  |  |
Public warrants (PHUNW) |  | $ | 11.50 |  |  | 1,761,291 |  |  | $ | 11.50 |  |  | 1,761,291 |  |  |
Private placement warrants |  | $ | 11.50 |  |  | 1,658,381 |  |  | $ | 11.50 |  |  | 1,658,381 |  |  |
Unit purchase option warrants |  | $ | 11.50 |  |  | 24,172 |  |  | $ | 11.50 |  |  | 24,172 |  |  |
Total |  |  |  | 3,443,844 |  |  |  |  | 6,632,561 |  |  |
Except as set forth below, there have been no material changes to the terms of our outstanding warrants. Additional information about our various warrants outstanding is included under the subheading, "Warrants", in Note 12, "Stockholders' Equity," in our Annual Report on Form 10-K filed with the SEC on March 31, 2023. 2020 Convertible Note Warrant In connection with the issuance of the 2020 Convertible Notes, in 2020, we issued a warrant exercisable for three (3) years for the purchase, initially, of up to an aggregate of 2,160,000 shares of the Company's common stock at an initial exercise price of $4.00 per share. The number of shares and exercise price are each subject to adjustment provided under the warrant. As a result of our underwritten public offering in February 2021, the exercise price of each share decreased to $2.25 per share, and the number of shares for which the warrant is exercisable increased to 3,840,000 shares. Furthermore, in October 2021, we issued shares to the seller of Lyte as purchase consideration at a price of $1.4246 per share, and as a result, the exercise price of the warrant adjusted accordingly and the number of shares exercisable thereunder increased to 2,811,315. The holder also partially exercised the warrant in 2021. The warrant expired July 15, 2023.

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