Capital Stock | 11. CAPITAL STOCK Common Stock At the Company’s Annual Meeting of Stockholders on August 7, 2019, the stockholders of the Company approved a reverse stock split of the Company’s issued and outstanding common stock at a ratio not less than 1-for-3 and not greater than 1-for-10. On August 29, 2019, the board of directors of the Company approved the reverse stock split at a ratio of 1-for-7 which went into effect at the open of trading on August 30, 2019. At the effective time of the reverse stock split, every seven shares of issued and outstanding common stock was converted into one share of issued and outstanding common stock. The authorized shares of 200,000,000 and the par value of $0.001 remained the same. All shares and related financial information in this Form 10-K is retroactively stated to reflect this 1-for-7 reverse stock split. Due to the 1-for-7 reverse stock split that went into effect on August 30, 2019, a rounding of common stock shares was required due to partial share amounts that are rounded up to the next whole share. This resulted in an increase in shares of common stock of 5,585. As approved by stockholders during the 2020 annual meeting on September 18, 2020, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware to reduce the total number of shares of all classes of capital stock of the Company to fifty-five million (55,000,000) shares, consisting of fifty million (50,000,000) shares of common stock, par value $0.001 per share and five million (5,000,000) shares of preferred stock, par value $0.001 per share. Year ended December 31, 2020 At The Market Issuances - 2020 $15 Million Prospectus Supplement Continuation From - June 6, 2019 Pursuant to a June 6, 2019 At Market Issuance Sales Agreement (the “First ATM Agreement”) with B. Riley Securities (the “Agent”), the Company offered and sold shares of the Company’s common stock, par value $0.001 per share, registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement (the “Prior Registration Statement”) on Form S-3 (File No. 333-231653), which was originally filed with the Securities and Exchange Commission (“SEC”) on May 21, 2019 and declared effective by the SEC on May 31, 2019. The base prospectus was contained within the Prior Registration Statement. The Prior Registration Statement allowed the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $50 million. As of December 31, 2020, all of the shares of common stock registered under the Prior Registration Statement have been sold. Sales of shares under the First ATM Agreement were deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. The Agent acted as sales agent and used commercially reasonable efforts to sell on the Company’s behalf all of the First Placement Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company. 9,817,343 shares of common stock (the “First Placement Shares”) were sold under the First ATM Agreement between January 1, 2020 and March 26, 2020, pursuant to a prospectus supplement that was filed with the SEC on June 6, 2019. Total gross proceeds for the shares were $7,976 or $0.812 per share. Net proceeds after issuance costs were $7,736 or $0.788 per share. With the sale of the First Placement Shares during the first three months of 2020, the Company had sold the maximum amount allowed under its prospectus supplement and no further First Placement Shares under the First ATM Agreement could be sold without the Company filing an additional prospectus supplement with the SEC. The Prior Registration Statement was filed in reliance on Instruction I.B.6. of Form S-3, which imposes a limitation on the maximum amount of securities that the Company could sell pursuant to the Prior Registration Statement during any twelve-month period. At the time the Company sold the First Placement Shares pursuant to the Prior Registration Statement, the amount of securities to be sold plus the amount of any securities the Company had sold during the prior twelve months in reliance on Instruction I.B.6. could not exceed one-third of the aggregate market value of the Company’s outstanding common stock held by non-affiliates as of a day during the 60 days immediately preceding such sale as computed in accordance with Instruction I.B.6. Therefore, the Company was not eligible to sell additional shares under the Prior Registration Statement at that time. $20 Million Prospectus Supplement – November 25, 2020 3,877,746 shares of common stock (the “Second Placement Shares”) were sold under the First ATM Agreement between November 25, 2020 and December 2, 2020, pursuant to a prospectus supplement that was filed with the SEC on November 25, 2020. Total gross proceeds for the Second Placement Shares were $19,990, or an average of $5.16 per share. Net proceeds after issuance costs were $19,468, or an average of $5.02 per share. $14.6 Million Prospectus Supplement – December 18, 2020 3,314,596 shares of common stock (the “Third Placement Shares”) were sold under the First ATM Agreement between December 21, 2020 and December 22, 2020, pursuant to a prospectus supplement that was filed with the SEC on December 18, 2020. Total gross proceeds for the shares were $14,590, or an average of $4.40 per share. Net proceeds after issuance costs were $14,202, or an average of $4.28 per share. NASDAQ Bid Price Compliance On March 13, 2020, the Company received a letter from The Nasdaq Stock Market LLC (“NASDAQ”) indicating that the Company had failed to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires that companies listed on the Nasdaq Capital Market maintain a minimum closing bid price of at least $1.00 per share. On August 5, 2020 the Company received a letter from the NASDAQ Listing Qualifications Staff notifying the Company that the Company had regained compliance with NASDAQ’s minimum bid price requirements for continued listing on the Nasdaq Capital Market. The letter noted that as a result of the closing bid price of the Company’s common stock having been at $1.00 per share or greater for at least ten consecutive business days, from July 22, 2020 to August 4, 2020, the Company has regained compliance with Listing Rule 5550(a)(2) and the matter was closed. On September 22, 2020, the Company received a letter from NASDAQ indicating that the Company had failed to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). On October 14, 2020 the Company received a letter from the NASDAQ Listing Qualifications Staff notifying the Company that the Company had regained compliance with NASDAQ’s minimum bid price requirements for continued listing on the Nasdaq Capital Market. The letter noted that as a result of the closing bid price of the Company’s common stock having been at $1.00 per share or greater for at least ten consecutive business days, from September 23, 2020 to October 13, 2020, the Company had regained compliance with Listing Rule 5550(a)(2) and the matter was closed. Restricted Stock During the first three months of the year 2020, the terms of the March 2017 restricted stock grant agreement were completed with the issuance of 5,952 shares of common stock to the Company’s Chairman and former Chief Executive Officer, Charles Cargile. Year ended December 31, 2019 At The Market Issuances - 2019 On June 6, 2019 the Company entered into the First ATM Agreement with the Agent, pursuant to which the Company offered and sold shares of the Company’s common stock, par value $0.001 per share, registered under the Securities Act of 1933, as amended, pursuant to the Prior Registration Statement on Form S-3 (File No. 333-231653), which was originally filed with the SEC on May 21, 2019 and declared effective by the SEC on May 31, 2019, the base prospectus contained within the Prior Registration Statement. 2,920,968 shares of common stock were sold under the First ATM Agreement between June 6, 2019 and December 31, 2019 totaled, pursuant to a prospectus supplement that was filed with the SEC on June 6, 2019. Total gross proceeds for the shares were $7,023, or an average of $2.40 per share, as of December 31, 2019. Net proceeds, less issuance costs, were $6,694, or an average of $2.29 per share, as of December 31, 2019. The Company could use the net proceeds from the offering for general corporate purposes, including, without limitation, sales and marketing activities, product development, making acquisitions of assets, businesses, companies or securities, capital expenditures, repayment of indebtedness, and for working capital needs. Other Equity Related Activity On April 10, 2019, the remaining principal of $100 and accrued interest of $61 due under the convertible promissory notes dated January 31, 2014 and February 11, 2014 were converted into 68,082 shares of common stock. During the year ended December 31, 2019, 23,809 shares of common stock were issued to Charles Cargile from Mr. Cargile’s RSGA executed in 2017. In connection with the June 3, 2019 Amendment to the Loan Agreement, the Company agreed to issue 57,143 shares of common stock to CrowdOut, as the holder of the $3 million Senior Note. The shares were issued pursuant to the Company’s shelf registration on Form S-3 on June 17, 2019 at a market value of $344 based upon a closing price of $6.01 per common share (see Note 9). Preferred Stock On November 25, 2015, the Company designated 1,700,000 shares, of its authorized preferred stock, as Series B Preferred Stock, $0.001 par value per share. Pursuant to the Certificate of Designation filed with the Secretary of State of the State of Delaware, and subject to the rights of any other series of preferred stock that may be established by the Company’s Board of Directors, holders of Series B Preferred Stock (the “Holders”) will have liquidation preference over the holders of the Company’s common stock in any distribution upon winding up, dissolution, or liquidation. Holders will also be entitled to receive dividends, if, when and as declared by the Company’s Board of Directors, which dividends shall be payable in preference and priority to any payment of any dividend to holders of common stock. Holders will be entitled to convert each share of Series B Preferred Stock into one (1) share of common stock and will also be entitled to vote together with the holders of common stock on all matters submitted to shareholders at a rate of one (1) vote for each share of Series B Preferred Stock. In addition, so long as at least 100,000 shares of Series B Preferred Stock are outstanding, the Company may not, without the consent of the Holders of at least a majority of the shares of Series B Preferred Stock then outstanding: (i) amend, alter or repeal any provision of the Certificate of Incorporation or bylaws of the Company or the Certificate of Designation so as to adversely affect any of the rights, preferences, privileges, limitations or restrictions provided for the benefit of the Holders or (ii) issue or sell, or obligate itself to issue or sell, any additional shares of Series B Preferred Stock, or any securities that are convertible into or exchangeable for shares of Series B Preferred Stock. 1,506,024 shares of Series B Preferred Stock, at a fair value of $4,500 were issued in December 2015 in connection with the acquisition of Plan B. On May 2, 2019, the Holder converted 1,506,024 shares of Series B Preferred Stock into 215,147 post-split shares of the Company’s common stock. As of December 31, 2020 and 2019, there were no outstanding shares of Preferred Stock. |