Equity [Text Block] | 10. Stockholders Equity Convertible Preferred Stock As of December 31, 2023, the Company’s certificate of incorporation, as amended and restated, authorizes the Company to issue up to 5,000,000 shares of convertible preferred stock with $0.001 par value per share. As of December 31, 2023 and 2022, 62,881 and 60,961 shares, respectively, were issued and outstanding. Series A Convertible Preferred Stock The holders of Series A preferred stock are entitled to receive annual accruing dividends at a rate of 8%, payable in additional shares of Series A preferred stock or cash, at the Company’s option. The shares of Series A preferred stock have a liquidation preference of $1,000 per share and carry no voting rights. During the year ended December 31, 2022, 4,510 of additional shares were issued to CRG as payment of dividends. As of December 31, 2023 and 2022, 60,876 and 60,876 shares of Series A preferred stock were outstanding, respectively, which are currently convertible into shares of the Company’s common stock at $6,000 per share. The Series A preferred stock accrued no On September 29, 2023, the Company entered into a waiver agreement (the “Waiver Agreement”) with CRG, who hold all of the outstanding shares of the Company’s Series A preferred stock. Pursuant to the Waiver Agreement, CRG waived their rights to receive the Series A preferred dividend for the year ending December 31, 2023. Such waived preferred dividends are not cumulative or accrued. Consequently, there were no Series A preferred stock dividends recorded during the year ended December 31, 2023. Series B Convertible Preferred Stock The Series B preferred stock has a liquidation preference of $0.001 per share, full ratchet price based anti-dilution protection, has no voting rights and is subject to certain ownership limitations. The Series B preferred stock is immediately convertible at the option of the holder, has no stated maturity, and does not pay regularly stated dividends or interest. As of December 31, 2023 and 2022, 85 shares of Series B preferred stock remained outstanding, which are currently convertible into shares of the Company’s common stock at $5.732 per share. Series D Convertible Preferred Stock On January 14, 2022, the Company entered into a security purchase agreement with several institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (“January 2022 Offering”), an aggregate of 7,600 shares of the Company’s Series D convertible preferred stock, par value $0.001 per share at an offering price of $1,000 per share. Concurrently, the Company agreed to issue to these investors warrants to purchase up to an aggregate of 53,833 shares of the Company’s common stock (the “Common Warrants”). The shares of Series D preferred stock had a stated value of $1,000 per share and were convertible into an aggregate of 63,333 shares of common stock at a conversion price of $120.00 per share. During the year ended December 31, 2022, all 7,600 shares of Series D preferred stock were converted into a total of 63,333 shares of common stock. There are no shares of Series D preferred stock outstanding as of December 31, 2023. At the time of issuance, the Company evaluated the classification of the Series D preferred stock and determined equity classification was appropriate due to no mandatory or contingently redeemable redemption features. The warrants issued to the investors were considered freestanding equity classified instruments. The Company first allocated gross proceeds from the registered direct offering between the preferred stock and the warrants issued to investors using a relative fair value approach, resulting in an initial allocation to each instrument of $4.0 million and $3.6 million, respectively. On the issuance date, the Company estimated the fair value of the Common Warrants issued to investors and warrants issued to the placement agent designees using a Black-Scholes option pricing model using the following assumptions: (i) contractual term of 5.5 years, (ii) expected volatility rate of 136.61%, (iii) risk-free interest rate of 1.51%, (iv) expected dividend rate of 0%, and (v) closing price of the Company’s common stock of the day immediately preceding the registered direct offering. The fair value of preferred stock was estimated based upon equivalent common shares that preferred stock could have been converted into at the closing price of the day immediately preceding the purchase date. The embedded conversion feature was evaluated and bifurcation from the preferred stock equity host was not considered necessary. The issuance of the Series D convertible preferred stock generated a beneficial conversion feature (“BCF”) which arose as the equity security was issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective conversion price that is less than the market price of the underlying stock at the commitment date. The Company recorded the BCF as a discount to the preferred stock resulting in the amount of $5.1 million based on the intrinsic value of the beneficial conversion. As the preferred stock was immediately convertible into common stock subject to the consummation of the reverse stock split on March 14, 2022, a deemed dividend related to the discount associated with the beneficial conversion feature was recorded on that date. This one-time, non-cash charge impacted net loss applicable to common stockholders and net loss per share attributable to common stockholders for the year ended December 31, 2022. Series E Convertible Preferred Stock On August 2, 2023, the Company entered into a Series E Purchase Agreement with CRG, pursuant to which it agreed to surrender $1.92 million of the outstanding principal and accrued interest of its senior secured term loan into Series E preferred stock. Each share of Series E preferred stock has a stated value of $1,000 per share and is convertible into 93 shares of the Company’s common stock at a conversion price of $10.725 per share. The Series E preferred stock is initially convertible into 178,560 shares of common stock subject to certain limitations contained in the Series E Purchase Agreement. Shares of Series E preferred stock cannot be converted into common stock to the extent the applicable holder would beneficially own in excess of 19.99% of the Company’s outstanding voting power, unless approved by the Company's stockholders in accordance with Nasdaq Listing Rule 5635(b). Under the terms of the Series E Purchase Agreement, the holders of Series E preferred stock are entitled to receive annual accruing dividends at a rate of 8%, payable in additional shares of Series E preferred stock or cash, at the Company’s option. The shares of Series E preferred stock have full voting rights, on an as-converted basis, subject to certain limitations. The Series E preferred stock rank senior to all other classes and series of the Company’s equity in terms of repayment and certain other rights. As of December 31, 2023, 1,920 shares of Series E preferred stock were outstanding. On September 29, 2023, the Company entered into the Waiver Agreement with CRG, who hold all of the outstanding shares of the Company’s Series E preferred stock. Pursuant to the Waiver Agreement, CRG waived their rights to receive the Series E preferred dividend for the year ending December 31, 2023. Such waived preferred dividends are not cumulative or accrued. Consequently, there were no Series E preferred stock dividends recorded during the year ending December 31, 2023. Common Stock At December 31, 2023, the Company’s certificate of incorporation, as amended and restated, authorizes the Company to issue up to 100,000,000 shares of common stock with $0.001 par value per share, of which 1,279,928 shares were issued and outstanding. Common Stock Warrants As of December 31, 2023, the Company had outstanding warrants to purchase common stock as follows: Total Outstanding and Exercisable Underlying Shares of Common Stock Exercise Price per Share Expiration Date Series 1 Warrants issued in the February 2018 Series B financing 8,979,000 2,993 $ 6,000.00 February 2025 Series 2 Warrants issued in the February 2018 Series B financing 8,709,500 2,903 $ 6,000.00 February 2025 Placement agent warrants issued in the January 2022 financing 1,330,000 4,433 $ 150.00 January 2027 Warrants issued in the January 2022 financing 16,150,000 53,833 $ 144.00 July 2027 Series A Preferred Investment Options issued in August 2022 financing 2,853,883 190,259 $ 22.53 February 2028 Series B Preferred Investment Options issued in August 2022 financing 2,853,883 190,259 $ 22.53 August 2024 Placement agent Preferred Investment Options issued in the August 2022 financing 171,233 11,416 $ 32.85 August 2027 Total as of December 31, 2023 41,047,499 456,096 As of December 31, 2022, the Company had outstanding warrants to purchase common stock as follows: Total Outstanding and Exercisable Underlying Shares of Common Stock Exercise Price per Share Expiration Date Series 1 Warrants issued in the February 2018 Series B financing 8,979,000 2,993 $ 6,000.00 February 2025 Series 2 Warrants issued in the February 2018 Series B financing 8,709,500 2,903 $ 6,000.00 February 2025 Warrants issued in the November 2018 financing 8,768,395 2,923 $ 1,200.00 November 2023 Placement agent warrants issued in the January 2022 financing 1,330,000 4,433 $ 150.00 January 2027 Warrants issued in the January 2022 financing 16,150,000 53,833 $ 144.00 July 2027 Pre-funded warrants issued in the August 2022 financing 91,324 91,324 $ 0.0001 n/a Series A Preferred Investment Options issued in August 2022 financing 2,853,883 190,259 $ 22.53 February 2028 Series B Preferred Investment Options issued in August 2022 financing 2,853,883 190,259 $ 22.53 August 2024 Placement agent Preferred Investment Options issued in the August 2022 financing 171,233 11,416 $ 32.85 August 2027 Total as of December 31, 2022 49,907,218 550,343 January 2022 Offering Pursuant to a purchase agreement entered into on January 14, 2022, the Company issued warrants to purchase up to an aggregate of 53,833 shares of the Company’s common stock at an exercise price of $144.00 per share and which became exercisable beginning July 14, 2022. The Common Warrants will expire five The Company issued to the placement agent of the January 2022 Offering warrants to purchase up to an aggregate of 4,433 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants are subject to the same terms as the Common Warrants, except that the Placement Agent Warrants have an exercise price of $150.00 per share and a term of five August 2022 Offering Pursuant to a purchase agreement entered into on August 4, 2022, the Company issued, in a registered direct offering, Pre-Funded Warrants to purchase up to 52,268 shares of common stock (the “RD Pre-Funded Warrants”) and, in a concurrent private placement, Pre-Funded Warrants to purchase up to 91,324 shares of common stock (the “Private Placement Pre-Funded Warrants” and together with the RD Pre-Funded Warrants the “August 2022 Pre-Funded Warrants”). The August 2022 Pre-Funded Warrants have an exercise price of $0.0001 per share, are immediately exercisable, and have no expiration date. During the year ended December 31, 2022, 52,268 of shares of RD Pre-Funded Warrants were exercised into the equivalent number of the Company’s common stock. During the year ended December 31, 2023, all the remaining 91,324 Private Placement Pre-Funded Warrants were exercised. Consequently, no Also in the August 2022 Offering, the Company issued Series A preferred investment options to purchase up to 190,259 additional shares of the Company’s common stock and Series B preferred investment options to purchase up to 190,259 additional shares of the Company’s common stock, collectively referred to as Preferred Investment Options. The Series A preferred investment options have an exercise price of $22.53 per share, are immediately exercisable, and will expire five two The Company also issued to the placement agent of the August 2022 Offering preferred investment options to purchase up to 11,416 shares of common stock (the “Placement Agent Preferred Investment Options”). The Placement Agent Preferred Investment Options are subject to the same terms as the Preferred Investment Options, except that the Placement Agent Preferred Investment Options have an exercise price of $32.85 per share and a term of five The exercise price and the number of shares of common stock issuable upon exercise of each Common Warrants, Preferred Investment Options, and Placement Agent Preferred Investment Options are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. In addition, in certain circumstances, upon a fundamental transaction, a holder of Common Warrants, Preferred Investment Options, or Placement Agent Preferred Investment Options will be entitled to receive, upon exercise, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Common Warrants, Preferred Investment Options, or Placement Agent Preferred Investment Options immediately prior to the fundamental transaction. The Common Warrants, Preferred Investment Options, and Placement Agent Preferred Investment Options can be exercised at the option of the holders at any time after they become exercisable provided that shares of the Common Warrants, Preferred Investment Options, or Placement Agent Preferred Investment Options cannot be exercised into common stock if the applicable holder would beneficially own in excess of 4.99% (or, upon election by such holder prior to the issuance of any shares of Common Warrants, Preferred Investment Options, or Placement Agent Preferred Investment Options, 9.99%) of the Company’s outstanding common stock immediately after giving effect to the exercise. A holder of the Common Warrants, Preferred Investment Options or Placement Agent Preferred Investment Options may, upon notice to the Company, increase or decrease such beneficial ownership limitation, but not in excess of 9.99%. In the event of a fundamental transaction in which the holders of our voting securities immediately prior to such fundamental transaction will not, following such fundamental transaction, directly or indirectly own more than 50% of the voting securities of the surviving entity or successor entity, and in which the Company is not the successor entity or does not continue as a reporting issuer under the Exchange Act, then, at the request of the holder, the Company or the successor entity shall purchase the unexercised portion of the Common Warrants, Preferred Investment Options, and Placement Agent Preferred Investment Options from the holder by paying to the holder an amount, in cash, equal to the fair value of the remaining unexercised portion of the Common Warrants, Preferred Investment Options, and Placement Agent Preferred Investment Options on the date of such fundamental transaction, subject to certain limitations in the event of a fundamental transaction not within our control. As of December 31, 2023 and 2022, warrants and preferred investment options to purchase an aggregate of 456,096 and 550,343 shares of common stock were outstanding, respectively, all of which were classified within the equity section of the respective balance sheets. During the year ended December 31, 2023 the 8,768,395 warrants shares issued in connection with the November 2018 financing expired unexercised. |