XML 34 R19.htm IDEA: XBRL DOCUMENT

Note 13 - Common Stock Warrants

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note, Warrants or Rights Disclosure [Text Block]

NOTE 13. COMMON STOCK WARRANTS

See Notes 2, “Summary of Significant Accounting Policies”; 3, “Fair Value Measurements”; 11, “Financing Activities”; and 14, “Stockholders’ Equity” for certain defined terms below and additional discussion of financing activities and related accounting policies and fair value estimates.

December 2023 Warrants

In December 2023, in conjunction with the 2023 Warrant Reprice Transaction, the Company issued the December 2023 Warrants (the “ December 2023 Warrants”) exercisable for 2,528,848 shares of common stock for $0.25 per share through June 21, 2029.

Upon issuance, the December 2023 Warrants were subject to stockholder approval prior to exercise. Stockholder approval had not occurred as of December 31, 2023. These warrants were recorded as a liability at fair value upon issuance and will continue to be recorded as a liability at fair value at each reporting date until stockholder approval occurs.

May 2023 Warrants

In May 2023, in conjunction with the 2023 Private Placement, the Company issued following warrants (combined, the “ May 2023 Warrants”):

●

May 2023 Series B-1 Warrants exercisable for 2,538,464 shares of common stock for $1.30 per share through June 9, 2028 (“ May 2023 B-1 Warrants”); and

●

May 2023 Series B-2 Warrants exercisable for 2,538,464 shares of common stock for $1.30 per share through June 9, 2025 (“ May 2023 B-2 Warrants”).

In December 2023, in conjunction with the 2023 Warrant Reprice Transaction, the Company amended all May 2023 Warrants to reduce their exercise prices to $0.25. Immediately after amendment, the following May 2023 Warrants were exercised:

●

May 2023 B-1 Warrants exercisable for 634,616 shares of common stock; and

●

May 2023 B-2 Warrants exercisable for 1,894,232 shares of common stock.

For the amendment in December 2023, the Company recognized a $0.2 million loss on modification of common stock warrants related to the May 2023 Warrants.

November 2022 Warrants

In November 2022, in conjunction with the 2022 Private Placement, the Company issued following warrants (combined, the “ November 2022 Warrants”):

●

November 2022 Series A-1 Warrants exercisable for 515,876 shares of common stock for $6.30 per share through November 20, 2024 (“ November 2022 A-1 Warrants”); and

●

November 2022 Series A-2 Warrants exercisable for 515,876 shares of common stock for $6.30 per share through May 20, 2024 (“ November 2022 A-2 Warrants”).

In May 2023, in conjunction with the 2023 Private Placement, the Company amended certain November 2022 Warrants to reduce their exercise prices from $6.30 to $1.50 as follows:

●

November 2022 A-1 Warrants exercisable for 436,510 shares of common stock

●

November 2022 A-2 Warrants exercisable for 436,510 shares of common stock

For the amendment in May 2023, the Company recognized a $0.1 million loss on modification of common stock warrants related to the November 2022 Warrants.

September 2022 Warrants

In September 2022, in conjunction with the 2022 Warrant Reprice Transaction, the Company issued the September 2022 Warrants (the “ September 2022 Warrants”) exercisable for 327,860 shares of common stock for $6.30 per share through September 11, 2028.

In May 2023, in conjunction with the 2023 Private Placement, the Company amended September 2022 Warrants exercisable for 238,574 shares of common stock to reduce their exercise prices from $6.30 to $1.50.

For the amendment in May 2023, the Company recognized a $46 thousand loss on modification of common stock warrants related to the September 2022 Warrants.

November 2021 Warrants

In November 2021, in conjunction with a private placement transaction, the Company issued the November 2021 Warrants (the “ November 2021 Warrants”) exercisable for 1,071,434 shares of common stock for $18.55 per share through March 9, 2023.

In September 2022, in conjunction with the 2022 Warrant Reprice Transaction, the Company amended all November 2021 Warrants to reduce their exercise prices from $18.55 to $6.30 and extend their termination date to September 11, 2028. Immediately after amendment, November 2021 Warrants were exercised for 267,860 shares of common stock.

In May 2023, in conjunction with the 2023 Private Placement, the Company amended November 2021 Warrants exercisable for 535,716 shares of common stock to reduce their exercise prices from $6.30 to $1.50.

For the amendments in September 2022 and May 2023, the Company recognized a loss on modification of common stock warrants related to the November 2021 Warrants of $1.5 million and $0.1 million, respectively.

July 2020 Warrants

In July 2020, in conjunction with a private placement transaction, the Company issued the July 2020 Warrants (the “ July 2020 Warrants”) exercisable for 197,105 shares of common stock for $57.75 per share through January 22, 2026.

In September 2022, in conjunction with the 2022 Warrant Reprice Transaction, the Company amended certain July 2020 Warrants exercisable for 137,145 shares of common stock to reduce their exercise prices from $57.75 to $6.30. Immediately after amendment, July 2020 Warrants were exercised for 60,000 shares of common stock.

In May 2023, in conjunction with the 2023 Private Placement, the Company amended July 2020 Warrants exercisable for 77,145 shares of common stock to reduce their exercise prices from $6.30 to $1.50.

For the amendments in September 2022 and May 2023, the Company recognized a loss on modification of common stock warrants related to the July 2020 Warrants of $0.4 million and $14 thousand, respectively.

Summary of Common Stock Warrant Activity and Outstanding

Activity related to common stock warrants outstanding during the years ended December 31, 2023 and 2022 were as follows:

	Warrants			Weighted- Average Exercise Price
Outstanding at December 31, 2021		202,333		$	57.13
Warrants granted		2,431,046			11.70
Warrants exercised		(327,860	)		6.30
Warrants expired		—			—
Outstanding at December 31, 2022		2,305,519		$	7.70
Warrants granted		7,605,776			0.95
Warrants exercised		(2,528,848	)		0.25
Warrants expired		—			—
Outstanding at December 31, 2023		7,382,447			1.82

Common stock warrants outstanding as of December 31, 2023 were as follows:

Series	Exercise Price		Expiration Date	Warrants
2019 Ladenburg Warrants	$	34.65	August 8, 2024		4,799
July 2020 Warrants	$	57.75	January 22, 2026		59,960
July 2020 Warrants	$	1.50	January 22, 2026		77,145
TLF Warrants	$	23.51	January 15, 2026		429
November 2021 Warrants	$	6.30	September 11, 2028		267,858
November 2021 Warrants	$	1.50	September 11, 2028		535,716
September 2022 Warrants	$	6.30	September 11, 2028		89,286
September 2022 Warrants	$	1.50	September 11, 2028		238,574
November 2022 A-1 Warrants	$	6.30	November 20, 2028		79,366
November 2022 A-1 Warrants	$	1.50	November 20, 2028		436,510
November 2022 A-2 Warrants	$	6.30	May 20, 2024		79,366
November 2022 A-2 Warrants	$	1.50	May 20, 2024		436,510
May 2023 B-1 Warrants	$	0.25	June 9, 2028		1,903,848
May 2023 B-2 Warrants	$	0.25	June 9, 2025		644,232
December 2023 Warrants	$	0.25	June 21, 2029		2,528,848
Outstanding at December 31, 2023					7,382,447

Summary of Common Stock Warrant Liabilities

The following is a reconciliation of the beginning and ending balances for warrant liabilities measured at fair value on a recurring basis (in thousands). See additional information per Note 3, “Fair Value Measurements”, subheading “Black Scholes Valuation Model Assumptions.”

Fair value of warrant liability recognized for November 2021 Warrants as of December 31, 2021	$	9,558
Decrease in fair value of November 2021 Warrants liability		(2,056	)
Reclassification of November 2021 Warrants liability to equity		(7,502	)
Fair value of warrant liabilities recognized in connection with the 2022 Warrant Reprice Transaction		5,241
Decrease in fair value of 2022 Warrant Reprice Transaction warrant liabilities		(3,390	)
Reclassification of 2022 Warrant Reprice Transaction warrant liabilities to equity		(1,851	)
Warrant liabilities as of December 31, 2022	$	—
Fair value of warrant liability recognized for May 2023 Warrants		1,576
Decrease in fair value of May 2023 Warrants liability		(216	)
Reclassification of May 2023 Warrants liability to equity		(1,360	)
Fair value of warrant liability recognized for December 2023 Warrants		390
Decrease in fair value of December 2023 Warrants liability		(56	)
Fair value of December 2023 Warrants liability at December 31, 2023	$	334