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Stockholders’ Equity (Deficit)
 12 Months Ended
Dec. 31, 2024
Stockholders’ Equity (Deficit) [Abstract]  
STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 12: STOCKHOLDERS’ EQUITY (DEFICIT)

 

On September 29, 2022, the Company entered into a letter variation relating to three out of four of the Secured Convertible Promissory Notes, where it gave those holders the option to elect for pre-payment (including accrued interest to maturity). Payments of the interest may be made partially in Common Stock, at the Company’s election. All of the investors included in this letter variation elected for the pre-payment option and therefore there were 104,178 shares of Common Stock issued as part of this letter variation. The final convertible noteholder who was not a party to this variation opted to enter into an arrangement on January 16, 2023, whereby it received pre-payment of interest which was also partially paid in shares. In total, 18,807 shares of Common Stock were issued as part of this arrangement.

 

W Capital Advisors Pty Ltd was issued 93,334 shares of common stock during February 2023 for consultancy and advisory services, the fair value of these shares was $0.3 million.

 

On May 3, 2023, the Company entered into a definitive agreement with institutional investors for the issuance and sale of 2,083,336 shares of its common stock (or prefunded warrants in lieu thereof) at a purchase price of $2.40 per share of common stock in a registered direct offering for proceeds of $4.6 million, net of issuance costs.

  

On May 27, 2022, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), and filed a prospectus supplement, to sell shares of our Common Stock through an “at the market offering” program as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. During the year ended December 31, 2023, 415,271 shares were issued as part of the ATM Agreement for cash proceeds of $1.2 million, net of issuance costs. Effective September 6, 2024, the Company terminated the ATM Agreement with Wainwright. 

 

On December 13, 2024, the Company entered  into the Sales Agreement with the Agents to sell the Shares having an aggregate sales price of up to $12 million, from time to time, through an “at the market offering” program under which the Agents will act as sales agent. The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

 

Pursuant to the Sales Agreement, the Company agreed to pay the Lead Agent a commission rate equal to 2.5% of the aggregate gross proceeds from each sale of Shares and have agreed to provide the Agents with customary indemnification and contribution rights. The Company agreed to reimburse the Agents for their reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of their legal counsel) in an amount not to exceed $75,000, in connection with entering into the Sales Agreement and for the Agents’ reasonable and documented out-of-pocket expenses related to quarterly maintenance of the Sales Agreement (including but not limited to the reasonable and documented fees and expenses of its legal counsel) on a quarterly basis in an amount not to exceed $5,000. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

 

The Company is not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of (1) the sale, pursuant to the Sales Agreement, of Shares having an aggregate offering price of $12 million and (2) the termination of the Sales Agreement by either the Company or an Agent, as permitted therein.

 

Restricted Stock Units

 

During the year ended December 31, 2024, there were settlements of restricted stock units into 2,062,903 shares of Common Stock of the Company and 1,396,817 shares of Common Stock were withheld for tax withholding purposes. During the year ended December 31, 2023, there were settlements of restricted stock units into 303,762 shares of Common Stock of the Company.

 

Restricted Stock

 

As of December 31, 2024 and 2023, there was no restricted stock.

 

Series A Preferred Stock

 

As of December 31, 2024 and 2023, there are no shares of Series A Preferred Stock outstanding.

Common Stock Warrants

 

A summary of the status of the Company’s outstanding stock warrants and changes during the year ended December 31, 2024, is as follows:    

 

   Number of
Warrants		   Weighted
Average
Exercise
Price		   Weighted
Average
Remaining
Contractual
Life
(in years)		 
Outstanding as of December 31, 2023   4,904,016   $11.07    3.65 
Issued   
-
    
-
    
-
 
Exercised   
-
    
-
    
-
 
Expired   (423,177)   82.43    
-
 
Outstanding as of December 31, 2024   4,480,839   $3.96    2.90 
Warrants exercisable as of December 31, 2024   4,480,839   $3.96    2.90