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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2024
Stockholders' Equity Note [Abstract] |
Stockholders' Equity | 8. Stockholders’ Equity ​ Public Offering and Private Placement Transactions On March 15, 2024, the Company entered into an underwriting agreement with Craig-Hallum Capital Group LLC (the “Representative”), as the representative of the underwriters, relating to a firm commitment underwritten public offering (the “Offering”) of 3,284,422 shares of the Company’s common stock at a price to the public of $0.65 per share. The closing of the Offering occurred on March 19, 2024. The net proceeds to the Company from the sale of the shares, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, were approximately $1.7 million. Upon closing of the Offering, the Company issued the Representative certain warrants to purchase up to 182,952 shares of common stock (the “Representative’s Warrants”) as compensation, which amount was offset against the proceeds received. The Representative’s Warrants will be exercisable at a per share exercise price of $0.8125. The Representative’s Warrants are exercisable, in whole or in part, during the four and one-half-year period commencing 180 days from the commencement of sales of the shares of common stock in the Offering. In connection with the Offering, on March 14, 2024, the Company entered into subscription agreements with each of Robert W. D’Loren, Chairman and Chief Executive Officer of the Company; an affiliate of Mark DiSanto, a director of the Company; and Seth Burroughs, Executive Vice President of Business Development and Treasury of the Company to purchase 132,589, 132,589, and 29,464 shares, respectively (collectively, the “Private Placement Shares”), at a price of $0.98 per Private Placement Share. The total number of Private Placement Shares purchased was 294,642. Net proceeds after payment of agent fees to the Representative were approximately $0.3 million. The purchase of the Private Placement Shares closed concurrently with the Offering. The aggregate number of shares of common stock issued from the Offering and the Private Placement was 3,579,064 shares and the total net proceeds received was approximately $1.9 million. ​ Equity Incentive Plans A total of 4,000,000 shares of common stock are eligible for issuance under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of any or all of the following types of awards: stock options (incentive or non-qualified), restricted stock, restricted stock units, performance awards, or cash awards. The 2021 Plan is administered by the Company’s Board of Directors, or, at the Board’s discretion, a committee of the Board. In addition, stock-based awards (including options, warrants, and restricted stock) previously granted under the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) remain outstanding and shares of common stock may be issued to satisfy options or warrants previously granted under the 2011 Plan, although no new awards may be granted under the 2011 Plan. Stock-based Compensation The Company accounts for stock-based compensation by recognizing the fair value of such compensation as an operating expense over the service period of the award or term of the corresponding contract, as applicable. Forfeitures are accounted for as a reduction of compensation cost in the period when such forfeitures occur. For stock option awards for which vesting is contingent upon the achievement of certain performance targets, the timing and amount of compensation expense recognized is based upon the Company’s projections and estimates of the relevant performance metric(s) until the time the performance obligation is satisfied. Expense for such awards is recognized only to the extent that the achievement of the specified performance target(s) has been met or is considered probable. Total expense recognized for all forms of stock-based compensation was approximately $0.15 million and $0.05 million for the current quarter and prior year quarter, respectively. Of the current quarter expense amount, approximately $0.11 million related to employees and approximately $0.04 million related to directors and consultants. Of the prior year quarter expense amount, the majority of the expense was related to directors and consultants. Total expense recognized for all forms of stock-based compensation in the current nine months and prior year nine months was approximately $0.32 million and $0.17 million, respectively. Of the current nine months expense amount, approximately $0.11 million related to employees and approximately $0.21 million related to directors and consultants. Of the prior year nine months expense amount, approximately $0.02 million related to employees and approximately $0.15 million related to directors and consultants. Stock Options A summary of the Company’s stock options activity for the current nine months is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Average | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Remaining | ​ | ​ | ​
​ | ​ | ​ | ​ | Average | ​ | Contractual | ​ | Aggregate
​ | ​ | Number of | ​ | Exercise | ​ | Life | ​ | Intrinsic
​ |  | Options |  | Price |  | (in Years) |  | Value
Outstanding at January 1, 2024 |  | 5,148,540 | ​ | $ | 2.03 |  | 4.26 | ​ | $ | —
Granted |  | 100,000 | ​ |  | 0.85 |  |  | ​ |  |
Exercised |  | — | ​ |  | — |  |  | ​ |  |
Expired/Forfeited |  | (524,620) | ​ |  | 2.93 |  |  | ​ |  |
Outstanding at September 30, 2024, and expected to vest |  | 4,723,920 | ​ | $ | 1.90 |  | 3.90 | ​ | $ | —
Exercisable at September 30, 2024 |  | 973,920 | ​ | $ | 2.72 |  | 1.51 | ​ | $ | —
​ On April 3, 2024, the Company granted options to purchase an aggregate of 100,000 shares of common stock to non-management directors. The exercise price of the options is $0.85 per share, and 50% of the options vest on each of April 3, 2025 and April 3, 2026. ​ Compensation expense related to stock options for the current quarter and the prior year quarter was approximately $0.02 million and $0.02 million, respectively. Compensation expense related to stock options for the current nine months and the prior year nine months was approximately $0.06 million and $0.07 million, respectively. Total unrecognized compensation expense related to unvested stock options at September 30, 2024 was approximately $0.06 million and is expected to be recognized over a weighted average period of approximately 1.07 years. A summary of the Company’s non-vested stock options activity for the current nine months is as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted
​ | ​ | ​ | ​ | Average
​ | ​ | Number of | ​ | Grant Date
​ |  | Options |  | Fair Value
Balance at January 1, 2024 |  | 3,750,000 | ​ | $ | 0.04
Granted |  | 100,000 | ​ |  | 0.47
Vested |  | (100,000) | ​ | ​ | 0.90
Forfeited or Canceled |  | — | ​ |  | —
Balance at September 30, 2024 |  | 3,750,000 | ​ | $ | 0.03
​ Stock Awards A summary of the Company’s restricted stock activity for the current nine months is as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted
​ | ​ | Number of | ​ | Average
​ | ​ | Restricted | ​ | Grant Date
​ |  | Shares |  | Fair Value
Outstanding at January 1, 2024 |  | 333,333 | ​ | $ | 3.69
Granted |  | 207,173 | ​ |  | 0.94
Vested |  | (167,173) | ​ |  | 0.97
Expired/Forfeited |  | — | ​ |  | —
Outstanding at September 30, 2024 |  | 373,333 | ​ | $ | 3.39
​ On January 12, 2024, the Company issued 78,000 shares of common stock to a consultant, which vested immediately. On April 3, 2024, the Company issued an aggregate of 40,000 shares of common stock to non-management directors, of which 50% shall vest on April 3, 2025, and 50% shall vest on April 3, 2026. On July 30, 2024, the Company entered into amendments to the employment agreements dated February 27, 2019 with each of Robert W. D’Loren, its Chairman of the Board, Chief Executive Officer and President, and Seth Burroughs, its Executive Vice President of Business Development. Pursuant to each amendment, the Company agreed with the respective executive officer that commencing July 16, 2024 and ending December 31, 2025, the executive officer shall accept and the Company shall pay for each month 40% of such executive officer’s pro rata portion of Base Salary (as defined in the respective employment agreement) for each such month through the issuance of shares of the Company’s common stock. The shares of common stock will be issued on the last day of each month, and the number of shares issuable for a month to Mr. D’Loren and Mr. Burroughs shall be determined by dividing 40% of executive officer’s pro-rated Base Salary for such month by the closing sale price of the Company’s common stock on the last trading day of such month. Each of Mr. D’Loren and Mr. Burroughs are permitted to pay the withholding tax through the exchange of a portion of the shares. As a result of these amendments, the Company issued an aggregate of 74,488 shares of common stock (which vested immediately) to executives for the current quarter and current nine months. Also, on August 2, 2024, the Company issued 14,685 shares of common stock to a member of management, which vested immediately. Compensation expense related to stock awards was approximately $0.13 million for the current quarter and approximately $0.03 million for the prior year quarter. Compensation expense related to stock awards was approximately $0.26 million for the current nine months and approximately $0.10 million for the prior year nine months. Total unrecognized compensation expense related to unvested restricted stock grants at September 30, 2024 was approximately $0.04 million and is expected to be recognized over a weighted average period of approximately 1.08 years. Restricted Stock Units There were no restricted stock units outstanding as of September 30, 2024 and December 31, 2023, and no restricted stock units have been issued since the inception of the 2021 Plan. Shares Available Under the Company’s Equity Incentive Plans At September 30, 2024, there were 2,900,118 shares of common stock available for future award grants under the 2021 Plan. Shares Reserved for Issuance As of September 30, 2024, there were 7,625,103 shares of common stock reserved for issuance under the Company’s Equity Incentive Plans, including 4,234,985 shares reserved pursuant to unexercised warrants and stock options previously granted under the 2011 Plan, 490,000 shares reserved pursuant to unexercised stock options granted under the 2021 Plan, and 2,900,118 shares available for issuance under the 2021 Plan. ​ As of September 30, 2024, there were also 1,182,952 shares of common stock reserved for issuance that were unrelated to the Company’s Equity Incentive Plans, including 1,000,000 shares reserved pursuant to unexercised warrants related to the Halston Master License (as described below) and 182,952 shares reserved pursuant to unexercised Representative’s Warrants related to the March 19, 2024 Offering (as described above). ​ ​ Warrants A summary of the Company’s warrants activity for the current nine months is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Average | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Remaining | ​ | ​ | ​
​ | ​ | ​ |  | Average |  | Contractual | ​ | Aggregate
​ | ​ | Number of | ​ | Exercise |  | Life | ​ | Intrinsic
​ |  | Warrants |  | Price |  | (in Years) |  | Value
Outstanding and exercisable at January 1, 2024 |  | 1,116,065 | ​ | $ | 1.67 |  | 8.46 | ​ | $ | —
Issued |  | 182,952 | ​ |  | 0.81 |  | ​ | ​ |  |
Exercised |  | — | ​ |  | — |  | ​ | ​ |  |
Expired/Forfeited |  | (115,000) | ​ |  | 3.17 |  | ​ | ​ |  |
Outstanding at September 30, 2024 |  | 1,184,017 | ​ | $ | 1.39 |  | 7.98 | ​ | $ | —
Exercisable at September 30, 2024 |  | 184,017 | ​ | $ | 0.81 |  | 4.44 | ​ | $ | —
​ Warrants issued during the current nine months were related to the March 19, 2024 Offering (see “Public Offering and Private Placement Transactions” above for details). There was no compensation expense recognized during the current nine months related to these warrants. In connection with the entrance into the Halston Master License (see Note 5), the Company issued to G-III a ten-year warrant to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $1.50 per share, which vests based upon certain annual royalty targets being satisfied under the license agreement. The fair value of this warrant is being recognized as a reduction of revenue over the term of the related license agreement, with an offsetting increase to stockholders’ equity as additional paid-in capital. The amount of contra-revenue recognized related to this warrant during the current quarter and prior year quarter was approximately $0.01 million in each period. The amount of contra-revenue recognized related to this warrant during the current nine months and prior year nine months was approximately $0.03 million and $0.02 million, respectively. As of September 30, 2024, no portion of this warrant had vested. Excluding the contra-revenue recognized with respect to the Halston Master License warrant, there was no compensation expense related to warrants recognized in any of the periods presented.

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