Stockholders' Equity | Public and Private Offerings 2019 Underwritten Public and Private Offerings Public Offering In September 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), relating to the issuance and sale in a public offering of 1,953,236 shares of its common stock, including 254,770 shares sold pursuant to the full exercise of the underwriter’s option to purchase additional shares. The price to the public in the offering was $9.75 per share and the underwriter agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $9.165 per share. The net proceeds to the Company were $17.7 million, after deducting the underwriting discounts and commissions and offering expenses. The offering was made pursuant to the Company’s registration statement on Form S-3 (Registration Statement No. 333‑229045), previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on February 11, 2019, and a prospectus supplement and accompanying prospectus thereunder. Securities Purchase Agreement In September 2019, concurrent with the closing of the September 2019 underwritten public offering, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”), pursuant to which the Company sold to the Purchasers, in a private placement transaction, warrants to purchase up to an aggregate of 360,779 shares of its common stock (“Warrant Shares”), at a price of $9.60 per warrant (which $9.60 price relates to the pre-funded portion of the total $9.75 exercise price per share). Each pre-funded warrant has a remaining exercise price of $0.15 per share and became immediately exercisable upon issuance, subject to certain beneficial ownership limitations. The exercise price of the pre-funded warrants will be subject to adjustment in the event of any stock dividends and splits, recapitalization, reorganization or similar transaction, as described in the pre-funded warrants. The pre-funded warrants are exercisable on a “cashless” basis in certain circumstances. Cantor (the “Placement Agent”) acted as the sole placement agent in connection with the private placement of the warrants. Pursuant to a Placement Agency Agreement between the Company and the Placement Agent, the Company agreed to pay the Placement Agent a cash fee equal to 6% of the gross proceeds from the sale of the pre-funded warrants, and to provide reimbursement for certain out-of-pocket expenses. Upon closing, the Company received $3.1 million in net proceeds from the sale of the pre-funded warrants in the private placement, which does not include proceeds that may be received upon exercise of the pre-funded warrants, after deducting the Placement Agent fee and other expenses. In March 2020, 211,784 of the pre-funded warrants were exercised for additional proceeds of $31,768. ATM Offering In November 2019, the Company entered into a Controlled Equity Offering Sales Agreement (the “Cantor Sales Agreement”) with Cantor as sales agent, pursuant to which the Company may offer and sell, from time to time, through Cantor, shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $20.0 million, by any method deemed to be an “at the market offering” as defined by rule 415(a)(4) under the Securities Act (the “ATM Offering”). The shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-229045). Approximately $81,000 of costs incurred in connection with the offering were capitalized as deferred offering costs in the Company’s consolidated balance sheets upon entry into this agreement in addition to the Form S-3 costs capitalized under a previous ATM offering that was never activated of which $45,000 were reimbursable by Cantor through reduction of commissions earned on shares sold under the Cantor Sales Agreement. The Company is not obligated to sell any shares under the Cantor Sales Agreement and pays Cantor a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, has reimbursed legal fees and disbursements and has provided Cantor with customary indemnification and contribution rights. The Cantor Sales Agreement may be terminated by Cantor or the Company at any time upon notice to the other party, or by Cantor at any time in certain circumstances, including the occurrence of a material and adverse change in the Company’s business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the shares. During the year ended December 31, 2020, the Company sold 955,240 shares of common stock under the ATM Offering at then-market prices for total gross proceeds of $7.9 million. After deferred offering costs included as non-current assets in the consolidated balance sheets as of December 31, 2019 of $0.1 million and paying sales commissions owned in connection with the ATM Offering of $0.2 million, the Company’s aggregate net proceeds for the year ended December 31, 2020 were $7.5 million. There were no shares sold under the Cantor Sales Agreement through December 31, 2019. See Note 17 for further information regarding the ATM Offering. Exchange and Private Placement On February 25, 2020, the Company entered into an Exchange and Purchase Agreement (the “Exchange Agreement”) with certain accredited investors (the “Investors”) pursuant to which the Company agreed to (i) issue to the Investors an aggregate of 41,100 shares of its newly designated Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred”), in exchange for the Investors surrendering to the Company for cancellation an aggregate of 274,000 shares of its common stock (the “Exchange”) and (ii) sell and issue to the Investors an aggregate of 10,170 shares of Series A Preferred for an aggregate purchase price of $0.6 million, or $59.00 per share (the “Private Placement”), both of which were completed prior to the end of February 2020. In February 2020, in connection with the Exchange Agreement and the planned issuance of shares of Series A Preferred pursuant to the Exchange and Private Placement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”). The Series A Certificate of Designation establishes and designates the Series A Preferred and the rights, preferences and privileges thereof. Each share of Series A Preferred is convertible into 6.67 shares of the Company’s common stock, subject to proportional adjustment and beneficial ownership limitations. In June 2020, certain of the Investors elected to convert 27,500 shares of Series A Preferred to common stock in the aggregate, resulting in the issuance of 183,333 shares of the Company’s common stock. The remaining 23,770 Series A Preferred shares remain outstanding as of December 31, 2020. In the event of the Company’s liquidation, dissolution or winding up, holders of Series A Preferred will participate pari passu with any distribution of proceeds to holders of the Company’s common stock. Holders of Series A Preferred are entitled to receive dividends on shares of Series A Preferred equal (on an as converted to common stock basis) to and in the same form as dividends actually paid on the Company’s common stock. Shares of Series A Preferred generally have no voting rights, except as required by law. LP Purchase Agreement On March 24, 2020, the Company entered into a purchase agreement ("LP Purchase Agreement") with Lincoln Park Capital Fund, LLC ("Lincoln Park"), pursuant to which, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right to sell to Lincoln Park up to $20.0 million of shares of its common stock (“Purchase Shares”) from time to time over the 36-month term of the LP Purchase Agreement. The Company may sell up to 20,000 shares of its common stock to Lincoln Park in a regular purchase on any single business day that the closing price of its stock is not below $1.50. The minimum purchase amount per day must be equal to or greater than $150,000 to the extent the Company chooses to sell shares to Lincoln Park. This amount may be increased to up to 23,333 shares if the closing price of the Company’s common stock is not below $7.50 and to up to 26,666 shares if the closing price of the Company’s common stock is not below $11.25. In each case, the maximum amount of any single business day’s Purchase Shares may be increased up to 166,666 shares. The Company may direct Lincoln Park to purchase shares as often as every business day subject to the limitations outlined above. For each sale of common stock during the period of the agreement, the purchase price of the Purchase Shares will be established by a formula based on the recent closing prices of the Company’s common stock leading up to the date of sale. In addition to the regular purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases if the closing sales price of the Company’s common stock exceeds certain threshold prices as set forth in the LP Purchase Agreement. Under applicable rules of The Nasdaq Capital Market, in no event may the Company issue or sell to Lincoln Park under the LP Purchase Agreement shares of its common stock in excess of 19.99% of the shares of the Company’s common stock outstanding immediately prior to execution of the LP Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares of its common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of its common stock to Lincoln Park under the LP Purchase Agreement equals or exceeds $5.2155, such that issuances and sales of the common stock to Lincoln Park under the purchase agreement would be exempt from the issuance limitation under applicable Nasdaq rules. The Company determined that the right to sell additional shares represents a freestanding put option under derivative accounting guidance, but has a fair value of zero, and therefore no additional accounting was required. Lincoln Park has no right to require the Company to sell any shares of its common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as directed by the Company, subject to the limitations outlined above. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the LP Purchase Agreement if doing so would result in Lincoln Park beneficially owning more than 9.99% of the Company’s common stock. The Company issued Lincoln Park an aggregate of 41,026 shares of its common stock as consideration for their purchase commitment pursuant to the LP Purchase Agreement. During the year ended December 31, 2020, the Company sold 197,632 shares of common stock under the LP Purchase Agreement at a weighted average price of $4.94 per share for total gross proceeds of $1.0 million. Additional sales of shares of common stock to Lincoln Park under the LP Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for the Company. Common Stock On November 20, 2020, the Company completed a reverse stock split of its outstanding shares of common stock pursuant to which every fifteen (15) shares of issued and outstanding common stock were exchanged for one share of its common stock. No fractional shares were issued in the reverse stock split. Instead, fractional shares that would have otherwise resulted from the stock split were purchased by us at the applicable percentage of $4.27 per share. All share and per share amounts included within these financial statements have been retrospectively adjusted to reflect the reverse stock split. Pursuant to its amended and restated certificate of incorporation, the Company is authorized to issue 26,666,667 shares of common stock at a par value of $0.001 per share. Each share of common stock is entitled to one vote. The shares of common stock have no preemptive or conversion rights, no redemption or sinking fund provisions, no liability for further call or assessment, and are not entitled to cumulative voting rights. Preferred Stock Pursuant to its amended and restated certificate of incorporation, the Company has been authorized to issue 10,000,000 shares of preferred stock, each having a par value of $0.001. The preferred stock may be issued from time to time in one or more series with the authorization of the Company’s Board of Directors. The Board of Directors can determine voting power for each series issued, as well as designation, preferences, and relative, participating, optional or other rights and such qualifications, limitations or restrictions thereof. Stock-based Compensation The Company incurs stock-based compensation expense relating to the grants of RSUs and stock options to employees, non-employee directors and consultants under its equity incentive plans and through stock purchase rights granted under the ESPP. Equity Incentive Plans The Company initially established the 2001 Stock Option Plan (the “2001 Plan”), which included incentive and nonqualified stock options and restricted stock to be granted to directors, officers, employees, consultants and others. The 2001 Plan terminated, and no further awards were granted under the 2001 Plan upon the effective date of the Company’s 2011 Equity Incentive Plan (the “2011 Plan”). In May 2015, the 2011 Plan terminated, and no further awards were granted under the 2011 plan upon the effective date of the Company’s 2014 Equity Incentive Plan (the “2014 Plan”). There were no shares of the Company’s stock available for issuance under the 2014 Plan as of December 31, 2019, other than those reserved for inducement awards, as outlined below. On January 1, 2020, an additional 154,907 shares were registered for issuance under the 2014 Plan pursuant to an evergreen provision contained in the 2014 Plan. In May 2019, 13,333 shares were reserved for issuance under the 2014 Plan pursuant to an amendment approved by the Company’s Board of Directors pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, to be used exclusively for the grant of awards to individuals who were not previously employees or non-employee directors of the Company, as inducement material to the individuals’ entering into employment with the Company (“Inducement Awards”). In August 2020, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved the 2020 Equity Incentive Plan (the “2020 Plan”) as a successor to and continuation of the 2014 Plan. Upon approval of the 2020 Plan, 744,685 shares, including 68,552 remaining shares reserved for issuance under the 2014 Plan (excluding shares available for the granting of Inducement Awards under the 2014 Plan’s inducement share pool), were reserved for issuance under the 2020 Plan. No new awards may be granted under the 2014 Plan. There were 513,619 shares of the Company’s common stock available for issuance under the 2020 Plan as of December 31, 2020 in addition to shares that may become available from time to time as shares of our common stock subject to outstanding awards granted under the 2014 Plan (excluding Inducement Awards), the 2011 Plan or the 2001 Plan that, following the effective date of the 2020 Plan (i) are not issued because such award or any portion thereof expires or otherwise terminates without all of the shares covered by such award having been issued; (ii) are not issued because such award or any portion thereof is settled in cash; or (iii) are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares. The 2020 Plan does not contain an evergreen provision. The Company’s Board of Directors determines the grant date for all awards granted under the 2020 Plan. The exercise price of stock options granted is generally equal to the closing price of the Company’s common stock on the date of grant or on the employee’s hire date for new hire grants. All stock options granted have a ten-year term. The vesting period of stock options and RSUs is established by the Company’s Board of Directors but typically ranges between one and four years. Amounts recognized in the consolidated statements of operations with respect to the Company’s equity incentive plans were as follows: Years Ended December 31, 2020 2019 Selling, general and administrative $ 1,461,190 $ 859,653 Research and development 106,267 243,804 Cost of product and product-related services revenue 17,328 53,110 $ 1,584,785 $ 1,156,567 The following table summarizes stock option activity during the two-year period ended December 31, 2020: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance at January 1, 2019 136,482 $ 46.05 7.6 $ 366,007 Granted 84,667 22.20 Exercised (3,617 ) 33.45 $ 21,380 Forfeited (10,771 ) 49.35 Expired/Cancelled (13,101 ) 48.45 Balance at December 31, 2019 193,660 $ 35.55 8.0 $ 781 Granted 387,178 7.81 Exercised - - $ - Forfeited (67,369 ) 12.99 Expired/Cancelled (26,242 ) 32.04 Balance at December 31, 2020 487,227 $ 16.78 8.6 $ 1,536 Exercisable at December 31, 2019 92,058 42.60 6.6 $ 1,440 Exercisable at December 31, 2020 187,031 27.07 7.5 $ 305 The weighted-average fair value of stock options granted was $6.40 and $14.55 for the years ended December 31, 2020 and 2019, respectively. The 2019 stock option activity includes 5,333 Inducement Awards granted during the year ended December 31, 2019 compared with no Inducement Awards granted during the year ended December 31, 2020. As of December 31, 2020, total unrecognized compensation cost related to stock option awards was approximately $2.3 million, which is expected to be recognized over approximately 2.29 years. The fair value of each stock option granted has been determined using the Black-Scholes option pricing model. The material factors incorporated in the Black-Scholes model in estimating the fair value of the stock options granted for the periods presented were as follows: 2020 2019 Fair value of common stock on grant date $4.35 - 11.25 $10.20 - 33.90 Risk-free interest rate 0.34% - 1.65% 1.43% - 2.21% Expected volatility 109.1% - 149.9% 63.9% - 97.1% Expected term 5.4 to 5.9 years 5.5 to 6.1 years Expected dividend yield 0% 0% • Expected stock price volatility • Risk-free interest rate • Expected term • Expected dividend yield In preparing its Black-Scholes option-pricing model fair value calculations, the Company does not estimate a forfeiture rate to calculate stock-based compensation. The Company uses judgment in evaluating the expected volatility and expected terms utilized for the Company’s stock-based compensation calculations on a prospective basis. The following table summarizes RSU award activity during the two-year period ended December 31, 2020: Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance at January 1, 2019 15,180 $ 49.50 Granted 5,167 28.95 Released (5,431 ) 49.65 Balance at December 31, 2019 14,916 $ 43.65 Granted 7,000 7.83 Released (7,911 ) 35.85 Forfeited (1,791 ) 41.23 Balance at December 31, 2020 12,214 $ 28.61 Vested and unissued at December 31, 2020 1,390 $ 33.21 The weighted-average fair value of RSUs granted was $7.83 and $28.95 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, total unrecognized compensation cost related to RSU awards was approximately $0.3 million, which is expected to be recognized over approximately 1.69 years. Vested and unissued awards at December 31, 2020 represents RSU awards granted in August 2018, January 2019, September 2019 and August 2020 for which a portion of the awards vested on December 31, 2020, but for which issuance of shares occurred in January 2021. 2014 Employee Stock Purchase Plan In April 2015, the Company’s stockholders approved the 2014 Employee Stock Purchase Plan, which became effective in May 2015. The number of shares of common stock reserved for issuance automatically increases on January 1 of each calendar year, from January 1, 2016 to January 1, 2024 by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 13,000 shares, or (iii) a number determined by the Company’s Board of Directors that is less than (i) and (ii). The ESPP enables participants to contribute up to 15% of such participant’s eligible compensation during a defined period (not to exceed 27 months) to purchase common stock of the Company. The purchase price of common stock under the ESPP is the lesser of: (i) 85% of the fair market value of a share of the Company’s common stock on the first day of an offering or (ii) 85% of the fair market value of the Company’s common stock at the applicable purchase date. Amounts recognized in the consolidated statements of operations with respect to the ESPP were as follows: Years Ended December 31, 2020 2019 Selling, general and administrative $ 12,106 $ 43,615 Research and development 5,248 18,454 Cost of product and product-related services revenue 3,832 4,169 $ 21,186 $ 66,238 During the year ended December 31, 2020, employees entering the plan at various times throughout the offering period purchased the following shares at the end of each of the ESPP’s six-month purchase periods: June 2020 December 2020 Number of Shares Price per Share Number of Shares Price per Share ESPP Group: Group A 3,033 $ 8.29 2,857 $ 4.87 Group B - N/A 396 4.87 Total number of shares purchased 3,033 3,253 During the year ended December 31, 2019, employees entering the plan at various times throughout the offering period purchased the following shares at the end of each of the ESPP’s six-month purchase periods: June 2019 December 2019 Number of Shares Price per Share Number of Shares Price per Share ESPP Group: Group A 1,972 $ 23.59 1,830 $ 8.55 Group B 389 26.78 349 8.55 Group C 305 26.78 320 8.55 Group D - N/A 165 8.55 Total number of shares purchased 2,666 2,664 As of December 31, 2020, approximately 24,922 shares of the Company’s common stock were reserved for future issuance under the ESPP. On January 1, 2021, an additional 13,000 shares were registered for issuance pursuant to an evergreen provision contained in the ESPP. The Company recognizes ESPP expense based on the fair value of the ESPP stock purchase rights, estimated for each six-month purchase period using the Black-Scholes option pricing model. The model requires the Company to make subjective assumptions, including expected stock price volatility, risk free rate of return and estimated life. The fair value of equity-based awards is amortized straight-line over the vesting period of the award. The material factors incorporated in the Black-Scholes model in estimating the fair value of the ESPP awards for the periods presented were as follows: 2020 2019 Fair value of common stock $8.70 - 9.75 $27.75 - 60.00 Risk-free interest rate 0.18% - 1.58% 1.88% - 2.37% Expected volatility 65.8% - 88.9% 79.5% - 85.8% Expected term 0.5 years 0.5 years Expected dividend yield 0% 0% • Fair value of common stock • Expected stock price volatility • Risk-free interest rate • Expected term • Expected dividend yield Stock Purchase Plan In December 2015, the Board of Directors adopted a Stock Purchase Plan (the “Purchase Plan”) which allows directors, any individual deemed by the Board of Directors to be an officer for purposes of Section 16 of the Exchange Act, and anyone designated by the Board of Directors as eligible to participate in the Purchase Plan to purchase shares of the Company’s common stock from the Company at fair market value. The aggregate number of shares of common stock that may be issued under the Purchase Plan shall not exceed 16,666 shares of common stock, and a maximum of 500 shares of common stock may be purchased by any one participant on any one purchase date. The Board of Directors or an authorized committee must review and approve each individual request to purchase common stock under the Purchase Plan. No stock was sold under the Purchase Plan during the year ended December 31, 2020. Cash received from the sale of common stock by the Company to eligible participants for the year ended December 31, 2019 was $17,250, which resulted in the sale of 500 shares of the Company’s common stock at fair market value. As of December 31, 2020, there were 11,658 shares available for issuance under the Purchase Plan. |