Capital Stock | 11. Capital Stock Common Stock Authorized: 10,000,000 common shares, $ 0.001 par value. During the year ended December 31, 2023 , 5,263 warrants were exercised to purchase an equal number of common shares. During the year ended December 31, 2023 , 26,351 stock options were exercised to purchase an equal number of common shares. In addition, 18,083 restricted stock units ("RSUs") have vested and settled into an equal number of common shares. During the year ended December 31, 2023, we issued 18,517 shares under the SPA with Mr. McCabe (Note 5). Subsequent to year-end, the shares were cancelled as part of a Release Agreement entered into with Mr. McCabe (Note 28). During the year ended December 31, 2023 , we issued 10,753 shares of deferred common stock as consideration in relation to the PAL acquisition (Note 4). During the year ended December 31, 2022, 19,886 warrants were exercised to purchase 16,237 common shares where most warrant holders elected cashless exercise and consequently, the difference of 3,649 shares was withheld to cover the exercise cost. During the year ended December 31, 2022, 16,885 stock options were exercised to purchase an equal number of common shares. In addition, 6,739 restricted stock units ("RSUs") have vested and settled into 6,585 common shares. The difference of 154 RSUs was withheld to cover the tax obligation from certain employees. During the year ended December 31, 2022, we issued 96,774 shares of common stock as consideration in relation to the PAL acquisition and 267,663 shares as consideration in relation to the Optodot acquisition (Note 4). During the year ended December 31, 2022, we issued 2,231 common shares at $ 187.00 as a compensation to a service provider in relation to the Optodot acquisition. On November 9, 2022, we filed a registration statement (File No. 333-268282) on form S-3 allowing us to issue securities with aggregate offering price not to exceed $ 250 million. This registration statement was declared effective by the SEC on November 18, 2022. On January 29, 2024, we effected a reverse split of our common stock at a ratio of 1-for- 100 . The Reverse Stock Split did not have any impact on the par value of common stock. In accordance with SAB Topic 4.C, which requires the retrospective presentation of the reverse split in the financial statements if a reverse split occurs after the date of the latest reported balance sheet but before the release of the financial statements or the effective date of the registration statement, whichever is later, all issued and outstanding shares of common stock and all outstanding securities entitling their holders to purchase shares of our common stock or acquire shares of our common stock, including stock options, restricted stock units, and warrants per share data, share prices and exercise prices, as required by the terms of those securities, have been adjusted retroactively to reflect the Reverse Stock Split. At-the-Market Equity Offering Program On February 10, 2023, we entered into the ATM Agreement, which was amended on June 20, 2023, with an investment bank to conduct an "at-the-market" equity offering program, or the ATM, pursuant to which we would issue and sell, shares of our common stock, par value $ 0.001 per share, up to an aggregate of $ 100.0 million of shares of common stock from time to time. Under the ATM Agreement, we set the parameters for the sale of ATM Shares, including the number of ATM Shares to be issued, the time period during which sales are requested to be made, limitations on the number of ATM Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Sales of the ATM Shares, if any, under the ATM Agreement may be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. During the year ended December 31, 2023, we sold a total of 269,665 shares of our common stock under the ATM at a weighted average price of $ 46.00 per share, generating gross proceeds of $ 12.3 million and net proceeds of $ 11.9 million after offering expenses. On September 5, 2023, the Sales Agent terminated their participation as Sales Agent under the Sales Agreement, and accordingly, the Sales Agreement was terminated. LPC Purchase Agreement On September 11, 2023, we entered into the LPC Purchase Agreement with Lincoln Park which allows us to sell up to $ 50.0 million of our common stock to Lincoln Park over 30 months until March 2026. We have the right, but not the obligation, to require Lincoln Park to purchase our common stock, with the number of shares and the timing of these transactions being at our discretion, in accordance with the agreement's terms, provided that the closing sale price per-share of our common stock is above $ 10.00 . The purchase price for shares sold under this agreement is set at 97 % of the lower of: (i) the lowest sale price on the purchase date and (ii) the arithmetic average of the three lowest closing sale prices for our common stock in the ten business days preceding the purchase date. The LPC Purchase Agreement includes an Exchange Cap provision which establishes that the aggregate number of shares sold to Lincoln Park should not exceed 954,975 shares, that is 19.99 % of our outstanding common stock immediately prior to the execution of the Purchase Agreement, unless (i) stockholder approval is obtained to issue shares above the Exchange Cap or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the LPC Purchase Agreement equals or exceeds $ 21.34 (the “Minimum Price”). The LPC Purchase Agreement may be terminated by us at any time, at our sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park to terminate the LPC Purchase Agreement. For consideration for entering into the LPC Purchase Agreement, and being obligated to fund up to $ 50.0 million, we agreed to pay $ 0.5 million to Lincoln Park as an initial commitment fee for its commitment to purchase shares of common stock under the LPC Purchase Agreement, and we were obligated to pay an additional $ 0.5 million to Lincoln Park as further described in the LPC Purchase Agreement. During the year ended December 31, 2023, we sold a total of 105,000 shares of our common stock under the LPC Purchase Agreement at a weighted average price of $ 18.69 per share, generating proceeds of $ 2.0 million. We recorded $ 1.1 million of issuance costs as a reduction to equity as of December 31, 2023. Registered direct offerings February 2024 Offering On February 21, 2024, we completed a registered direct offering with an institutional investor of (i) 600,000 shares of our common stock, (ii) Pre-funded Warrants to purchase up to 250,000 shares of common stock, and (iii) February 2024 Warrants to purchase up to an aggregate of 850,000 shares of common stock. Each share of common stock and Pre-Funded Warrant was offered and sold together with an accompanying February 2024 Warrant at a combined price of $ 4.04 per share of common stock or $ 4.039 per Pre-Funded Warrant, as applicable. In connection with the February 2024 Offering, we received net proceeds of approximately $ 3.0 million, after deducting placement agent fees and estimated offering expenses payable by us. See Note 28, Subsequent Events , for further information. December 2023 Offering On December 4, 2023, we entered into a securities purchase agreement with certain institutional and accredited investors in a registered direct offering. Under this offering, we issued and sold 750,000 shares of our common stock, each with a par value of $ 0.001 , alongside warrants to purchase up to an additional 750,000 shares of common stock ("December 2023 Warrants"). The shares and accompanying warrants were sold at a combined price of $ 8.00 , with each warrant exercisable at $ 9.50 per share six months post-issuance and expiring five years after the initial exercise date. The offering closed on December 6, 2023, with net proceeds of $ 5.4 million after deducting a fee of 6.5 % for the Placement Agent and other offering expenses. The gross proceeds of $ 6.0 million were allocated between common stock and accompanying warrants based on their relative fair values. The fair value of common stock was calculated based on the closing share price on the Issuance Date of $ 6.25 . The fair value of the warrants was estimated using the Black-Scholes option pricing model. Accordingly, we have allocated $ 3.6 million as the fair value of common stock and $ 2.4 million as the fair value of warrants. We have evaluated the December 2023 Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . We have concluded that the warrants are considered indexed to our common shares and as such they have been classified as equity. Furthermore, in connection with the offering, on December 4, 2023, we entered into amendments of the June 2022 Warrant, representing an aggregate of 259,259 shares of common stock. Pursuant to the June 2022 Warrants Amendment (i) the exercise price per share was reduced to $ 9.50 , (ii) the Initial Exercise Date (as defined in the June 2022 Warrants) was amended to be (a) immediately with respect to an aggregate of 230,000 Warrant Shares (as defined in the June 2022 Warrants) underlying the June 2022 Warrants, and (b) six months after the amendment with respect to an aggregate of 29,259 Warrant Shares underlying the June 2022 Warrants, and (iii) the Termination Date (as defined in the June 2022 Warrants) was amended to be (a) the five-year anniversary after the amendment, with respect to an aggregate of 230,000 Warrant Shares underlying the June 2022 Warrants, and (b) the five-year anniversary of the Initial Exercise Date, as amended, with respect to an aggregate of 29,259 Warrant Shares underlying the June 2022 Warrants. Based on ASC 815-40, which provides guidance as to how an issuer should account for a modification of the terms or conditions of a freestanding equity-classified written call option (i.e., warrant) that remains equity-classified after modification, we measured the effect of the June 2022 Warrant Amendment as the excess of the fair value of the amended June 2022 Warrant over the fair value of the June 2022 Warrant immediately before the June 2022 Warrant Amendment and recognized the excess as an equity issuance cost of December 2023 Offering. Accordingly, we recognized non-cash issuance cost of $ 0.9 million. April 2023 Offering On April 14, 2023, we entered into the Underwriting Agreement with the underwriters relating to our public offering of (i) 833,334 shares of our common stock, par value $ 0.001 and (ii) warrants to purchase up to an aggregate of 833,334 shares of our common stock. The shares of common stock and warrants were sold together as a fixed combination, consisting of one share of common stock and a warrant to purchase one share of common stock, but were immediately separable and were issued separately in the offering. Each warrant is immediately exercisable to purchase one share of common stock at a price of $ 37.50 per share, or Exercise Price, subject to certain adjustments in the case of a Share Combination Event or a Dilutive Issuance as described below, and expires five years from the date of issuance. The combined price to the public in the offering for each share of common stock and accompanying warrant was $ 30.00 . After deducting underwriting discounts and commissions and the offering expenses payable by us, the net proceeds were $ 22.1 million. The gross proceeds of $ 25.0 million were allocated between common stock and accompanying warrants based on their relative fair values. The fair value of common stock was calculated based on the closing share price on the Issuance Date of $ 22.00 . The fair value of the warrants was estimated using the Black-Scholes option pricing model. Accordingly, we have allocated $ 15.7 million as the fair value of common stock and $ 9.3 million as the fair value of warrants. The warrants contain a down round provision that requires the exercise price to be adjusted if we sell shares of common stock below the current exercise price. See further information under Warrants section in this Note 11. We have evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . We have concluded that the warrants are considered indexed to our common shares and as such they have been classified as equity. June 2022 Offering On June 24, 2022, we entered into a securities purchase agreement as amended and restated on June 27, 2022, with certain institutional investors (the "June 2022 SPA"), for the purchase and sale in a registered direct offering of 370,370 shares of our common stock at a purchase price of $ 135.00 per share and warrants to purchase 370,370 shares at an exercise price of $ 175.00 per share. This resulted in gross proceeds from the offering of $ 50.0 million and net proceeds of $ 46.3 million. The gross proceeds were allocated between common stock and accompanying warrants based on their relative fair values. The fair value of common stock was calculated based on the closing share price on June 27, 2022 of $ 115.00 . The fair value of the warrants was estimated using the Black-Scholes option pricing model. Accordingly, we have allocated $ 27.9 million as the fair value of common stock and $ 18.5 million as the fair value of warrants. The warrants became exercisable six months after the date of issuance, expire five and a half years from the date of issuance and have an exercise price of $ 175.00 per share of common stock. We have evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . We have concluded that the warrants are considered indexed to our common shares and as such they have been classified as equity. Warrants The followin g table summarizes the changes in warrants of the Company: Year ended December 31, 2023 2022 Number of Number of warrants Amount warrants Amount Balance, beginning of year 399,209 $ 25,319,193 52,788 $ 6,959,800 Issued 1,583,334 11,683,359 373,370 18,714,297 Exercised ( 5,263 ) ( 62,264 ) ( 19,886 ) ( 253,741 ) Expired ( 3,000 ) ( 1,859,821 ) ( 7,063 ) ( 101,163 ) Change in fair value due to repricing of April 2023 and June 2022 warrants — 4,189,400 — — Balance, end of year 1,974,280 $ 39,269,867 399,209 $ 25,319,193 The 833,334 of April 2023 Warrants contain a down round provision that requires the exercise price to be adjusted if we sell shares of common stock below the current exercise price. When a down round provision is triggered, a financial impact due to the difference between the fair value of the April 2023 warrants post-adjustment and their air value immediately prior to the adjustment is recognized as deemed dividends in our Consolidated Financial Statements during the year ended December 31, 2023. ▪ On June 27, 2023, the stock sales under ATM Program triggered a down round provision for 833,334 warrants issued under the April 2023 Warrants, in which the exercise price of these warrants was adjusted to $ 17.40 per share, resulting in recording a deemed dividend of approximately $ 2.0 million. ▪ On November 7, 2023, the stock sales under LPC Purchase Agreement triggered a down round provision for 828,070 warrants issued under the April 2023 Warrants, in which the exercise price of these warrants was adjusted to $ 9.70 per share, resulting in recording a deemed dividend of approximately $ 1.0 million. ▪ On December 6, 2023, the stock issuance under December 2023 Offerings triggered a down round provision for 828,070 warrants issued under the April 2023 Warrants, in which the exercise price of these warrants was adjusted to $ 7.60 per share, resulting in recording a deemed dividend of approximately $ 0.2 million. The 750,000 of December 2023 Warrants do not include a down round provision. However, pursuant to a Letter Agreement related to the February 2024 Registered Direct Offering, we agreed to adjust the exercise price for 25,000 of these warrants. This adjustment will set the exercise price to the common stock's Minimum Price as of June 6, 2024. For additional details, refer to Note 28, Subsequent Events . In addition, the exercise price of an aggregate of 259,259 of the June 2022 Warrants was reduced to $ 9.50 under June 2022 Warrant Amendment. In accordance with ASC 815-40, the effect of a modification was measured as the excess of the fair value of the modified warrants over the fair value of that warrants immediately before it was modified and recorded as non-cash issuance cost of $ 0.9 million which was recorded as a reduction to Additional paid-in capital of stockholders' equity on the Consolidated Balance Sheet as of December 31, 2023. During the year ended December 31, 2022, we granted 3,000 five-year warrants to purchase common stock to external consultants as stock-based compensation. The warrants have an exercise price of $ 118.00 per share, based on the closing price of our common stock on May 10, 2022. On June 27, 2022, we issued 370,370 warrants which are exercisable six months after the date of issuance, expire five and a half years from the date of issuance and have an exercise price of $ 175.00 per share of common stock as part of the registered direct offering. Of which, 259,259 June 2022 Warrants had been amended as part of the December 2023 Offerings, in which the exercise price per share was reduced to $ 9.50 . Further, June 2022 Warrants representing an aggregate of 74,074 share of common stock are subject to the Letter Agreement entered into in connection with the February 2024 RDO Offering, in which we agreed to reduce the exercise price per share of the amended June 2022 Warrants to be the Minimum Price of the common stock on June 6, 2024. See Note 28, Subsequent Events , for further information. The fair value of warrants and broker warrants that were issued and estimated using the Black-Scholes option pricing model have the following inputs and assumptions: Year ended December 31, 2023 2022 Weighted average grant date fair value $ 12.00 $ 53.00 Weighted average expected volatility 85 % 89 % Weighted average risk-free interest rate 4.11 % 3.18 % Weighted average dividend yield 0.00 % 0.00 % Weighted average term of warrants 4.8 years 5.0 years |