XML 24 R15.htm IDEA: XBRL DOCUMENT v3.23.1
Common Stock
 3 Months Ended
Mar. 31, 2023
Common Stock [Abstract]  
COMMON STOCK

Note 8 – Common Stock

 

As of March 31, 2023 and December 31, 2022, the Company was authorized to issue 75,000,000 shares of common stock with a par value of $0.0001 per share. As of March 31, 2023 and December 31, 2022, 41,377,867 and 33,659,460 shares were outstanding, respectively.

 

January and February 2023 Issuance of Common Stock

 

On February 6, 2023, the Company completed a $7.5 million underwritten public offering of 5,340,600 shares of its common stock and warrants to purchase up to 2,670,300 shares of common stock, including the full exercise of the underwriter’s overallotment option. The warrants were offered at the rate of one warrant for every two shares of purchased common stock and are exercisable at a price per share of $1.57 (See Note 9). The public offering price per share, before the underwriters’ discount and commissions, for each share of common stock and accompanying warrant was $1.40. The Company used the relative fair value method to allocate the gross proceeds of approximately $7.5 million between the common stock and the warrants. The net proceeds from the offering were approximately $6.7 million after the deduction of underwriting discounts, commissions and other offering expenses that were approximately $0.8 million. The Company recorded the fair value of the warrants of $1.5 million as additional costs of issuance, thus reducing the net proceeds of $6.7 million to $5.2 million as presented in the accompanying condensed consolidated statements of stockholders’ equity.

 

At-the-Market Issuance of Common Stock

 

On August 15, 2022, the Company entered into an At-the-Market Issuance Agreement (the “Issuance Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”). Pursuant to the terms of the Issuance Agreement, the Company may sell from time to time through the Sales Agent shares of the Company’s common stock having an aggregate offering price of up to $50,000,000 (the “Shares”). Sales of Shares, if any, may be made by means of transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including block trades, ordinary brokers’ transactions on the Nasdaq Capital Market or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or by any other method permitted by law.

 

Under the terms of the Issuance Agreement, the Company may also sell Shares to the Sales Agent as principal for its own accounts at a price to be agreed upon at the time of sale. Any sale of Shares to the Sales Agent as principal would be pursuant to the terms of a separate terms agreement between the Company and the Sales Agent.

 

The Company has no obligation to sell any of the Shares under the Issuance Agreement and may at any time suspend solicitation and offers under the Issuance Agreement.

 

During the three months ended March 31, 2023, the Company issued and sold an aggregate of 2,131,952 shares of common stock through the Issuance Agreement at a weighted-average public offering price of $1.36 per share and received net proceeds of $2.8 million. As of March 31, 2023, an aggregate offering price amount of approximately $44.8 million remains available to be issued and sold under the Issuance Agreement.

 

Common Stock Reserved for Future Issuance

 

Common stock reserved for future issuance at March 31, 2023 is summarized as follows:

 

   March 31, 
   2023 
Warrants to purchase common stock   4,555,643 
Stock options outstanding   8,030,655 
Stock options available for future grants   5,354,449 
Total   17,940,747 

 

Early Exercised Stock Option Liability

 

During the three months ended March 31, 2023 and 2022, no shares were issued upon the early exercise of common stock options. The Exercise Notice (Early Exercise) Agreement states that the Company has the option to repurchase all or a portion of the unvested shares in the event of the separation of the holder from service to the Company. The shares continue to vest in accordance with the original vesting schedules of the former option agreements.

 

As of March 31, 2023 and December 31, 2022, the Company has recorded a repurchase liability for approximately $102,000 and $136,000 for 193,960 and 266,147 shares that remain unvested, respectively. The weighted average remaining vesting period is approximately 1 year.