Stockholders' (Deficit) Equity | 6. Stockholders’ (Deficit) Equity Equity Offerings Under its certificate of incorporation, the Company was authorized to issue up to 200,000,000 shares of common stock as of March 31, 2024. The Company also was authorized to issue up to 5,000,000 shares of preferred stock as of March 31, 2024. The Company is required, at all times, to reserve and keep available out of its authorized but unissued shares of common stock sufficient shares to effect the conversion of the shares of the preferred stock and all outstanding stock options and warrants. December 2023 Equity Offering and Warrant issuance On December 28, 2023, the Company and a single investor entered into a securities purchase agreement whereby the Company issued 2,779,906 pre-funded warrants with an initial exercise price of $0.001 per share for $0.70 per warrant, which are exercisable immediately and do not expire. In addition, the investor received 2,779,906 common stock warrants with an initial exercise price of $0.70 per share, which are exercisable for five years beginning on the date in which the Company obtains shareholder approval to issue the underlying shares of common stock associated with the warrants. Concurrent with the securities purchase agreement above, the Company and the investor entered into an inducement agreement whereby the Company agreed to reduce the exercise price of 2,934,380 warrants held by the investor from prior equity offerings. The weighted average exercise price of the outstanding warrants was $3.35 per share and was reduced to $0.70 per share in exchange for the investor agreeing to immediately exercise the warrants. Of the warrants exercised, 1,234,380 are being held in abeyance for the benefit of the holder due to certain beneficial ownership limitations and these shares are not considered issued or outstanding in our consolidated balance sheet. In addition to reducing the exercise price, the Company issued 5,868,760 common stock warrants to the investor with an initial exercise price of $0.70 per share, which are exercisable for five years beginning on the date in which the Company obtained shareholder approval to issue the underlying shares of common stock associated with the warrants. The fair value of the warrants to purchase 5,868,760 shares of common stock and the change in fair value of the warrants resulting from the reduction in the exercise price totaling $4.2 million was accounted for as equity issuance costs in the consolidated statement of operations. The Company received $3.5 million in total, after deducting underwriter fees and other third-party costs, as a result of the sale of pre-funded warrants and exercise of the warrants as part of the inducement. The warrants issued did not meet the requirements to be indexed to equity and equity classified and, as such, are classified as liabilities at fair value with changes in fair value recorded within other income (expense), net on the consolidated statements of operations and comprehensive loss. Equity Incentive Plan The estimated grant date fair value of the Company’s share-based awards is amortized on a straight-line basis over the awards’ service periods. Share based compensation expense recognized was as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 156 $ 189 Selling, general and administrative 525 617 Total stock-based compensation $ 681 $ 806 Stock Options A summary of stock option activity and related information through March 31, 2024 follows: Options Outstanding Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Shares Price (in years) Balance, December 31, 2023 403,484 $ 35.68 6.81 Granted — — Exercised — — Forfeited/Cancelled (18,767) 37.31 Balance, March 31, 2024 384,717 $ 35.61 6.66 Vested or expected to vest at March 31, 2024 384,717 $ 35.61 6.66 Exercisable at March 31, 2024 257,015 $ 47.92 5.62 The aggregate intrinsic value of options exercisable as of March 31, 2024 was zero, based on the difference between the Company’s closing stock price of $0.46 and the exercise price of each stock option. The Company uses the Black Scholes option pricing model to estimate the fair value of stock options at the grant date. The Black Scholes model requires the Company to make certain estimates and assumptions, including estimating the fair value of the Company’s common stock, assumptions related to the expected price volatility of the Company’s common stock, the period during which the options will be outstanding, the rate of return on risk free investments and the expected dividend yield for the Company’s stock. Restricted Stock Units RSU-related expense is recognized on a straight-line basis over the vesting period. Upon vesting, these awards may be settled on a net-exercise basis to cover any required withholding tax with the remaining amount converted into an equivalent number of shares of common stock. The following is a summary of changes in the status of non-vested RSUs during the three months ended March 31, 2024: Weighted Average Number of Grant Date Awards Fair Value Non-vested at December 31, 2023 1,602,588 $ 2.05 Granted — — Vested — — Forfeited/Cancelled (34,471) 1.70 Non-vested at March 31, 2024 1,568,117 $ 2.06 For the three months ended March 31, 2024, the Company recorded $0.4 million in stock-based compensation expense related to RSUs, which is reflected in the consolidated statements of operations and comprehensive loss. As of March 31, 2024, there was $2.5 million of total unrecognized compensation expense related to unvested RSUs that will be recognized over the weighted average remaining period of 2.17 years. Shares Available for Future Grant At March 31, 2024, the Company has the following shares available to be granted under its equity incentive plans: Inducement 2023 Plan Plan Available at December 31, 2023 253,463 12,000 Authorized — — Granted — — Shares withheld for taxes not issued — — Forfeited/Cancelled 53,238 — Available at March 31, 2024 306,701 12,000 Shares Reserved for Future Issuance At March 31, 2024, the Company has reserved the following shares of common stock for issuance: Stock options outstanding under 2013 Plan 273,967 Stock options outstanding under 2023 Plan 102,750 Restricted stock units outstanding under 2013 Plan 1,568,117 Stock options outstanding under Inducement Plan 8,000 Warrants outstanding 10,600,780 Total shares of common stock reserved for future issuance 12,553,614 |