Equity | 16. Equity On May 26, 2023, the Company’s Board of Directors approved a reverse stock split of the common stock, par value $0.01 per share, of the Company at a ratio of one-for -25 Offering and Private Placement Transaction On June 26, 2023, the Company entered into a Securities Purchase Agreement with certain institutional investors (the “Securities Purchase Agreement”) providing for the issuance and sale by the Company in a registered direct offering (the “Offering”) of an aggregate of 790,000 shares of the Company’s common stock at a purchase price of $1.45 per share and pre-funded warrants exercisable for up to 637,587 shares of Common Stock (the “Pre-Funded Warrants”) at a purchase price of $1.4499 per Pre-Funded Warrant. The Pre-Funded Warrants were sold, in lieu of shares of Common Stock, to such institutional investors whose purchase of shares of Common Stock in the Offering would otherwise result in such institutional investors, together with their respective affiliates and certain related parties, beneficially owning more than 9.99% of the Company’s outstanding Common Stock immediately following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. In a concurrent private placement (the “Private Placement” and, together with the Offering, the “Transactions”), the Company agreed to issue warrants to purchase up to 1,427,587 shares of Common Stock at an exercise price of $1.90 (the “Common Warrants”). Each Common Warrant is exercisable six months from the date of issuance and has a term expiring five years after such initial exercise date. The aggregate gross proceeds from the Transactions were approximately $2.1 million, before deducting fees and offering expenses. The net proceeds of the Offering were recorded in equity and appear as a separate line item in the Condensed Consolidated Statements of Changes in Equity. Total costs for the Offering were approximately $215,000, including listing fees, legal and other costs, and the placement agent fee of 6% of aggregate gross proceeds. All such costs were recorded as a reduction to “Additional paid in capital” on the Condensed Consolidated Balance Sheets. At-the-Market Offering Agreement In December 2016, the Company entered into an at-the-market offering agreement (as amended from time to time, the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which the Company may, from time to time, issue and sell shares of the Company’s common stock through Wainwright as sales manager in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $5.0 million (the “ATM Program”) or a maximum of 10 million shares. On September 29, 2017, the Company entered into an amendment to the ATM Agreement with Wainwright to reflect a new registration statement on Form S-3 (File No. 333-220461) under which shares of the Company’s common stock may be sold under the ATM Program. On November 23, 2018, the Company entered into a second amendment of the ATM Agreement extending the agreement until the earlier of December 20, 2020, or the date that the ATM Agreement is terminated in accordance with the terms therein. On December 11, 2020, the Company entered into a third amendment of the ATM Agreement further extending the agreement so that it will remain in full force and effect until such time as the ATM Agreement is terminated in accordance with certain other terms therein or upon mutual agreement by the parties, and to reflect a new registration statement on Form S-3 (No. 333-249218). On March 29, 2023, the Company filed a Prospectus Supplement increasing the total amount available to be sold under the ATM to $10.0 million in addition to the amounts previously sold. On May 28, 2023, the Company filed another Prospectus Supplement decreasing the total amount available to be sold under the ATM to $3.0 million, not including the amounts previously sold. Under the ATM, the common stock is distributed at the market prices prevailing at the time of sale. As a result, prices of the common stock sold under the ATM Program may vary between purchasers and during the period of distribution. Further, on March 29, 2023, the Company entered into a fourth amendment of the ATM Agreement which provides that Wainwright will be entitled to compensation for its services at a commission rate of up to 3.0% of the gross sales price per share of common stock sold under the ATM Agreement. During the six months ended June 30, 2023, the Company sold an aggregate of 308,930 shares of common stock under the ATM Program at an average price of $6.19 per share of common stock for net proceeds, after commissions and fees, of approximately $1,839,000. Approximately $45,000 of deferred ATM Program costs were amortized during the quarter, and at June 30, 2023, the remaining balance of the deferred ATM Program costs, recorded in “Prepaid expenses and other assets” on the Consolidated Balance Sheet (see Note 6), is zero. During the six months ended June 30, 2022, the Company did not sell shares of common stock under the ATM Program. At June 30, 2022, there was a remaining balance of $45,000 of deferred ATM Program costs, recorded in “Prepaid expenses and other assets” on the Condensed Consolidated Balance Sheets. As of June 30, 2023, there is approximately $3.0 million remaining available for issuance under the ATM Program based on a prospectus supplement filed with SEC on June 28, 2023. Equity Incentive Plans Under the Company’s Amended and Restated 2009 Equity Incentive Plan (the “2009 Equity Plan”) awards of the Company’s common stock may be made to officers, directors, employees, consultants and agents of the Company and its subsidiaries. On May 26, 2023, the stockholders of the Company voted to approve the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) to replace the 2009 Plan. Under the 2023 Plan, awards of the Company’s common stock may be made to officers, directors, employees, consultants and agents of the Company and its subsidiaries. The 2023 Plan provides for, among other things, (i) a reserve of 360,000 shares (on a reverse stock split-adjusted basis) of common stock of the Company that may be issued pursuant to awards under the 2023 Plan and (ii) a term that expires on February 23, 2033. Permitted awards under the 2023 Plan include options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, and other cash and stock-based awards. The principal terms of the 2023 Plan are described in the Company’s definitive proxy statement for the Annual Meeting of the Company’s stockholders, filed with the SEC on April 6, 2023. The Company recognizes stock-based compensation costs using a graded vesting attribution method whereby costs are recognized over the requisite service period for each separately vesting portion of the award. The Company did not issue any equity awards under the 2023 Plan during the period ended June 30, 2023. Restricted Stock Grants The following table summarizes the status and activity of the Company’s restricted stock grants issued under the 2009 Equity Plan at June 30, 2023, and the changes during the six months then ended: Weighted Average Grant Date Number of Fair Value Restricted Stock Grants Shares Per Share Outstanding at beginning of period 19,800 $ 10.95 Granted during the period — — Restrictions lifted during the period (11,667) 12.43 Forfeited during the period — — Outstanding at end of period 8,133 $ 8.83 As of June 30, 2023, no restricted stock grants had been made under the 2023 Plan. For the six months ended June 30, 2023 and 2022, the Company recognized approximately $56,000 and $125,000, respectively, of stock compensation expense related to the restricted stock grants. For the three months ended June 30, 2023 and 2022, the Company recognized approximately $23,000 and $99,000, respectively, of stock compensation expense related to the restricted stock grants. Restricted Stock Units The 2009 Plan permitted the Company to issue Restricted Stock Units (“RSUs”), which entitle each recipient to receive one unrestricted share of common stock upon termination of the recipient’s employment or board service. Also, pursuant to the 2009 Plan, the Company’s Board of Directors adopted the Non-Employee Director’s Deferred Compensation and Equity Award Plan (the “Deferred Compensation Plan”). Pursuant to the Deferred Compensation Plan, non-employee directors, and employees as allowed by the 2009 Plan, receive a portion of their compensation in the form of RSUs issued under the 2009 Plan. The RSUs generally vest on the first anniversary of the grant. The 2023 Plan permits the Company to issue RSUs, which entitle each recipient to receive one unrestricted share of common stock upon termination of the recipient’s employment or board service. The following table summarizes the status of the RSU grants issued to Directors of the Company under the 2009 Plan, including awards to nonemployee directors under the Deferred Compensation Plan, at June 30, 2023, and the changes during the six months then ended: Weighted Average Grant Date Number of Fair Value Restricted Stock Units Shares Per Share Outstanding at beginning of period 232,409 $ 15.06 Granted during the period — — Restrictions lifted during the period — — Forfeited during the period — — Outstanding at end of period 232,409 $ 15.06 As of June 30, 2023, no RSU grants had been made under the 2023 Plan. For the six months ended June 30, 2023 and 2022, the Company recognized approximately $212,000 and $127,000, respectively, of stock compensation expense related to the restricted stock units. For the three months ended June 30, 2023 and 2022, the Company recognized approximately $95,000 and $73,000, respectively, of stock compensation expense related to the restricted stock units. Key Employee Long-Term Incentive Plan The Company’s 2013 Key Employee Long-Term Incentive Plan (the “KELTIP”) provided for the grant of units (“KELTIP Units”) to certain officers and key employees of the Company, which units will, once vested, entitle such officers and employees to receive an amount, in cash or in Company common stock (such method of settlement at the sole discretion of the Board of Directors) issued pursuant to the 2009 Plan, measured generally by the price of the Company’s common stock on the settlement date. KELTIP Units are not an actual equity interest in the Company and are solely unfunded and unsecured obligations of the Company that are not transferable and do not provide the holder with any stockholder rights. Payment of the settlement amount of vested KELTIP Units is deferred generally until the earlier of a change of control of the Company or the date the grantee ceases to serve as an officer or employee of the Company. The Company intends to settle all the KELTIP Units in common stock of the Company, an option that the Board of Directors holds in its sole discretion so long as sufficient shares remain available under the 2009 Plan. As a result, all outstanding KELTIP Units are recorded in equity at June 30, 2023 and December 31, 2022. For the three and six months ended June 30, 2023, the Company recognized approximately $75,000 and $36,000, respectively, of stock compensation income related to the grants due to KELTIP Units being forfeited upon departure of an officer of the Company. There were 168,000 and 188,000 KELTIP Units outstanding at June 30, 2023 and December 31, 2022, respectively. However, under the 2023 Plan the Company discontinued the KELTIP and will no longer issue KELTIP Units. For the three and six months ended June 30, 2022, the Company recognized approximately $28,000 and $97,000, respectively, of stock compensation expense related to the KELTIP units. Common Stock Warrants The following table summarizes the status of the Company’s common stock warrants at December 31, 2022, and June 30, 2023, and the changes during the six months then ended: Weighted Number of Average Underlying Exercise Price Common Stock Warrants Shares Per Share Outstanding at December 31, 2022 392,155 $ 8.58 Granted during period June 2023 pre-funded warrants 637,587 0.0001 June 2023 warrants 1,427,587 1.90 Exercised during period — — Expired during period — — Outstanding at June 30, 2023 2,457,329 $ 2.47 The warrants relate to prior registered offerings and private placements of the Company’s stock. All outstanding warrants are recorded in equity at June 30, 2023 and December 31, 2022, following the guidance established by ASC Topic 815-40. The Company’s warrants allow for potential settlement in cash if certain extraordinary events are effected by the Company, including a 50% or greater change of control in the Company’s common stock. Since those events have been deemed to be within the Company’s control, the Company continues to apply equity treatment for these warrants. |