Preferred Stock, Common Stock and Stockholders' Equity | 5. Preferred Stock, Common Stock and Stockholders’ Equity Preferred Stock Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 5,000,000 shares of preferred stock with a $ 0.0001 par value. No shares of preferred stock were outstanding as of December 31, 2023 or 2022. Common Stock As of December 31, 2023, there were 3,343,070 shares of common stock outstanding. Each share of common stock is entitled to one vote. The holders of the common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors of the Company. To date, no dividends have been declared. At the Market Equity Offering Program In December 2020, the Company filed a shelf registration statement with the SEC on Form S-3 (the “shelf registration statement”) which was declared effective by the SEC on January 6, 2021. In December 2020, the Company also entered into an At Market Issuance Sales Agreement (the “ATM Sales Agreement”), with B. Riley FBR, Inc. (“FBR”) and H.C. Wainwright & Co. (together with FBR, the “Sales Agents”), pursuant to which the Company was able to sell from time to time, at its option, up to an aggregate of $ 30 million worth of shares of the Company’s common stock through the Sales Agents. No shares were sold during the year ended December 31, 2023. During the year ended December 31, 2022, the Company sold 621,697 shares of common stock at a weighted-average price per share of $ 11.97 pursuant to the ATM Sales Agreement and received proceeds of approximately $ 7.3 million, net of commissions and fees. The shelf registration statement, including the prospectus related to the ATM Sales Agreement, expired on January 6, 2024. Warrants The Company has issued warrants to purchase common stock to banks that have previously loaned funds to the Company, as well as to representatives of the underwriters of the Company’s public offerings and certain of their affiliates. During 2023, there were no outstanding warrants to purchase shares of common stock. During 2022, no warrants were exercised and warrants to purchase 139,972 shares of common stock expired. Equity Incentive Award Plans In August 2013, the Company adopted the 2013 Equity Incentive Award Plan (the “2013 Plan”). Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company. Since its adoption, the Company’s stockholders have amended and restated the 2013 Plan. As of May 2023, the Company’s stockholders increased the number of shares of common stock authorized for issuance under the 2013 Plan to an aggregate of 1,194,717 shares and extended the term of the 2013 Plan to March 2033 . In addition, the number of shares available for issuance is annually increased on the first day of each fiscal year by that number of shares equal to the least of (a) six percent of the outstanding shares of common stock on the last day of the immediately preceding calendar year, and (b) such other amount determined by the Company’s board of directors. Notwithstanding the foregoing, the number of shares of common stock that may be issued or transferred pursuant to incentive stock options under the Restated Plan may not exceed an aggregate of 50,000,000 shares. As a result of the annual increases since the 2013 Plan originated, and the increase of stock options reserved under the restatements of the 2013 Plan approved by the Company’s stockholders through May 2023, the Company has increased the number shares reserved for issuance under the 2013 Plan by 1,352,800 shares. As of December 31, 2023, 547,838 options remain available for future grant under the 2013 Plan. On January 1, 2024, the Company further increased the number of shares reserved for issuance under the 2013 Plan by 200,584 shares, making 748,422 options available for future grant under the 2013 Plan. Options granted under the 2013 Plan have ten-year terms from the date of grant and generally vest over a one to four year period. The Company granted options to purchase 153,750 and 78,247 shares of common stock in 2023 and 2022, respectively. The exercise price of all options granted during the years ended December 31, 2023 and 2022 was equal to the market value per share of the Company’s common stock on the date of grant. A summary of the Company’s stock option activity under the 2013 Plan is as follows: Shares Weighted Weighted Aggregate Value Outstanding at December 31, 2022 491,851 $ 19.11 7.22 Granted 153,750 $ 3.07 9.23 Expired ( 21,369 ) $ 45.78 - Outstanding at December 31, 2023 624,232 $ 14.25 7.05 - Vested and expected to vest at December 31, 2023 624,232 $ 14.25 7.05 - Exercisable at December 31, 2023 418,591 $ 14.64 6.23 - The aggregate intrinsic values of outstanding options are calculated as the difference between the exercise price of the underlying options and the closing price of our common stock of $ 1.05 at December 31, 2023. The weighted average grant date fair value per share of employee stock options granted during the years ended December 31, 2023 and 2022, was $ 2.42 and $ 4.86 , respectively. Employee Stock Purchase Plan In June 2013, the Company’s board of directors adopted the ESPP, and the Company’s stockholders approved the ESPP on August 29, 2013 . The ESPP became effective on the day prior to the effectiveness of the IPO. The ESPP permits participants to purchase the Company’s common stock at 85 % of the fair market value through payroll deductions of up to 20 % of their eligible compensation. A total of 2,500 shares of common stock were initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP has been annually increased on the first day of each fiscal year during the term of the ESPP by an amount equal to the lesser of: (i) 2,500 shares; (ii) one percent of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company’s board of directors may determine. In May 2017, the Company’s stockholders approved an amendment and restatement of the Company’s ESPP to increase the number of shares of common stock reserved under the ESPP by 8,333 shares (to an aggregate of 20,833 shares), to increase the annual evergreen provision from 2,500 shares to 8,333 shares, and to extend the term of the ESPP into 2027 . In May 2023, the Company’s stockholders approved an amendment and restatement of the Company’s ESPP to increase the number of shares of common stock reserved under the ESPP by 100,000 shares (to an aggregate of 170,833 shares), and to increase the annual evergreen provision by the lesser of (a) one percent of the outstanding shares of common stock on the last day of the immediately preceding calendar year, or (b) such other amount determined by the Company’s board of directors, and to extend the term of the ESPP into 2033 . The Company has increased the number shares reserved for issuance under the ESPP by 168,333 shares since the inception of the ESPP. As of December 31, 2023, 145,381 shares remain available for future issuance under the ESPP. On January 1, 2024, the Company further increased the number of shares reserved for future issuance under the ESPP by 33,430 shares, making 178,811 shares available for future issuance under the ESPP after that increase. No shares of common stock were issued through the ESPP during 2023 and 2022. Stock-Based Compensation Stock-based compensation expense includes charges related to employee stock purchases under the ESPP and stock option grants. The Company measures stock-based compensation expense based on the grant date fair value of any awards granted to its employees. Such expense is recognized over the period of time that employees provide service and earn rights to the awards. The estimated fair value of each stock option award granted was determined on the date of grant using the Black Scholes option-pricing valuation model with the following assumptions for option grants during the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Risk free interest rate 1.34 %- 3.39 % 1.67 %- 3.55 % Expected option term 5.5 - 6.0 years 5.5 - 6.0 years Expected volatility of common stock 99.34 %- 103.64 % 97.04 %- 113.23 % Expected dividend yield 0.0 % 0.0 % The Company recognized stock-based compensation expense to employees and directors in its research and development and its general and administrative functions during the years ended December 31, 2023 and 2022 as follows: Year Ended December 31, 2023 2022 Research and development $ 2,840 $ 11,278 Selling, general and administrative 1,125,269 1,447,431 Total stock-based compensation expense $ 1,128,109 $ 1,458,709 As of December 31, 2023, there was approximately $ 1.1 million of unrecognized compensation costs related to outstanding employee and board of director options, which are expected to be recognized over a weighted-average period of 0.75 years. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following: December 31, 2023 2022 Stock options issued and outstanding 624,232 491,851 Authorized for future option grants 547,838 146,497 Authorized for employee stock purchase plan 145,381 37,048 Total common stock reserved for future issuance 1,317,451 675,396 |