Stockholders' Equity and Stock-Based Compensation | Note 7. Stockholders’ Equity and Stock-Based Compensation At September 30, 2024, the Company had 15,276,331 common shares outstanding (including outstanding RSAs totaling 545,992 shares). Also outstanding were stock options relating to 547,362 shares of common stock (of which 527,697 stock options were vested), all totaling 15,823,693 shares of common stock and all common stock equivalents, potentially outstanding at September 30, 2024. At December 31, 2023, the Company had 13,698,274 common shares outstanding (including outstanding RSAs totaling 557,688 shares). Also outstanding were stock options relating to 510,787 shares of common stock (of which 498,177 stock options were vested), all totaling 14,209,061 shares of common stock and all common stock equivalents, outstanding at December 31, 2023. Common Stock Equity Offerings At-the-Market (ATM) Offerings On May 28, 2019, the Company entered into an at-the-market equity offering sales agreement with Stifel, Nicolaus & Company, Incorporated (Stifel), which was amended on April 9, 2021 and May 8, 2024 (the ATM Agreement), pursuant to which the Company may issue and sell shares of its common stock from time to time through Stifel as the Company’s sales agent. On May 8, 2024, the Company entered into an amendment to the ATM Agreement with Stifel. Under this amended agreement, the Company pays Stifel a commission equal to 3.0% of the aggregate gross proceeds of any sales of common stock under the agreement. The offering of common stock pursuant to this agreement can be terminated with 10 days written notice by either party. Sales of the Company’s common stock through Stifel, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933. On March 29, 2024, the Company filed a shelf registration statement on Form S-3, registering the sale of up to $75.0 million of the Company’s securities, which registration statement was declared effective on April 19, 2024. On May 10, 2024, the Company filed a prospectus supplement, which was further supplemented on July 19, 2024 and August 9, 2024, pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $12.6 million from time to time through its ATM. The Company records its ATM sales on a settlement date basis. The Company sold 1.4 million shares under the ATM for the nine months ended September 30, 2024 resulting in net proceeds of $3.7 million (stock issuance costs were approximately $0.4 million). The Company sold approximately 0.9 million shares under the ATM for the nine months ended September 30, 2023 resulting in net proceeds of $4.5 million (stock issuance costs were $0.2 million). Stock-based Compensation Amendment to 2020 Equity Incentive Plan On March 9, 2020, the Board of Directors adopted the Company’s 2020 Omnibus Incentive Plan (the 2020 Plan). On September 3, 2020, the shareholders approved the 2020 Plan to authorize grants of the following types of awards: (a) Options, (b) Stock Appreciation Rights, (c) Restricted Stock and Restricted Stock Units, and (d) Other Stock-Based and Cash-Based Awards. The total number of shares of common stock available for issuance under the 2020 Plan is 2,500,000 shares with 1,471,026 shares available for future issuance at September 30, 2024. On February 27, 2024, the Board of Directors approved an increase of 700,000 shares to the authorized number of shares under the 2020 Equity Incentive Plan, increasing the total authorized number of shares from 1,800,000 shares to 2,500,000 shares. This increase was approved by the stockholders at the shareholders’ annual meeting on April 19, 2024. Stock Options During the nine months ended September 30, 2024, the Company issued 71,330 stock options to two consultants. These options were assigned a fair value of $1.19 per share (total fair value of $85,000). During the nine months ended September 30, 2023, the Company issued 28,538 stock options to two consultants. These options were assigned a fair value of $1.68 per share (total fair value of $47,830). Common Stock Consultants’ Stock Issuances For the nine months ended September 30, 2024 and 2023, the Company issued 13,201 shares (with stock prices at $3.00 to $4.00 per share) and 9,985 shares (with stock prices at $3.89 to $5.82 per share) of common stock, respectively, to its investor relations firm for services provided during the period, recorded to general and administrative expenses. The expense recorded for these share issuances was $15,000 for each quarter with a weighted average grant date fair value of $3.41 per share. On August 19, 2024, the Board of Directors approved an equity grant valued at $180,000 to a consulting and investment research firm, for corporate advisory services to be provided over a twelve-month period, and preparation and dissemination of a report regarding the Company, which resulted in issuing the consultant 71,713 shares of common stock, valued on the grant date at $2.51 per share. This compensation cost of $180,000 is recognized on a straight-line basis over the requisite service period. Approximately $21,000 of stock-based compensation expense was recorded to general and administrative expenses for the three and nine months ended September 30, 2024. As of September 30, 2024, the unrecognized compensation cost of approximately $159,000 was recorded under Prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets, which is expected to be recognized over a remaining service period of 0.8 years. Directors’ Stock Issuances On November 20, 2023, the Board of Directors approved an equity grant valued at $240,000 in total to its six directors, which resulted in granting a total of 60,456 shares of common stock, valued on the grant date at $3.97 per share, which vested and were issued on January 2, 2024. On December 15, 2022, the Board of Directors approved an equity grant valued at $200,000 in total to its five independent directors, recorded in general and administrative expenses, which resulted in granting a total of 52,085 shares of common stock to the five independent directors, valued on the grant date at $3.84 per share, which vested and were issued on January 3, 2023. Restricted Stock Awards As of September 30, 2024 and December 31, 2023, there were 545,992 and 557,688 restricted stock awards (RSAs) included in the total issued and outstanding common stock. A total of $1.1 million and $0.9 million of compensation expense was recorded for the nine months ended September 30, 2024 and 2023, respectively. Compensation expense is recognized straight line over the three-year vesting period. As of September 30, 2024, total unrecognized compensation cost related to restricted stock units was $1.45 million, which is expected to be recognized over a remaining weighted-average vesting period of 1.64 years. Stock-Based Compensation Expense Stock Options The following assumptions were used in the Black-Scholes pricing model to determine the fair value of stock options granted during the nine months ended September 30, 2024 and 2023: Nine Months Ended September 30, 2024 2023 Expected volatility 75.36%-92.89% 68.13%-95.70% Risk free interest rate 3.76%-4.54% 4.21%-4.88% Dividend yield rate — — Weighted average years 2 – 6 years 1 – 6 years Closing price per share - common stock $2.49 – $2.62 $4.31 - $4.35 Total non-cash stock-based compensation expense recorded related to options granted and restricted stock awards included in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 are as follows (rounded in millions): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Research and development expenses $ 0.1 $ — $ 0.2 $ 0.1 General and administrative expenses $ 0.3 $ 0.3 $ 1.0 $ 0.8 Total stock-based compensation expense $ 0.4 $ 0.3 $ 1.2 $ 0.9 |