Shareholders' Equity | 8. Stockholders’ Equity Warrants to Purchase Common Stock As of June 30, 2023, the Company had issued and outstanding warrants to purchase shares of the Company’s common stock as follows, which all met the condition for equity classification (in thousands): Year Expiration Number Outstanding as of December 31, 2022 Issued Exercised Cancelled/Expired Number Outstanding as of June 30, 2023 Range of 2013 12 — — ( 12 ) — 2017 November 2023 - June 2025 131 — — — 131 $ 0.14 - $ 21.80 2019 March 2025 - April 2027 44 — — ( 4 ) 40 $ 0.14 - $ 21.80 2020 October 2023 45 — — — 45 $ 0.14 2022 August 2025 - December 2029 301 — ( 128 ) — 173 $ 0.14 - $ 168.35 2023 April 2028 - April 2033 — 1,973 ( 67 ) — 1,906 $ 4.08 - $ 5.26 Total number of 533 1,973 ( 195 ) ( 16 ) 2,295 shares Equity Raise - Registered Direct Offering On April 20, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company issued and sold, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market LLC (“Nasdaq”) (such offering, the “Registered Offering”), (i) an aggregate of 948,000 shares of its common stock, at a purchase price of $ 4.21 per share and (ii) pre-funded warrants exercisable for up to 477,179 shares of its common stock (the “Pre-Funded Warrants”) to the Investor at a purchase price of $ 4.209 per Pre-Funded Warrant, for aggregate gross proceeds from the Offerings (as defined below) of approximately $ 6.0 million before deducting the placement agent fee (as described in greater detail below) and related offering expenses. Each Pre-Funded Warrant represents the right to purchase one share of common stock at an exercise price of $ 0.001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. In a concurrent private placement (the “April 2023 Private Placement” and, together with the Registered Offering, the “Offering”), the Company issued to the Investor warrants to purchase up to 1,425,179 shares of common stock (the “Common Warrants”) at an exercise price of $ 4.08 per share. The Common Warrants are exercisable immediately and will expire five and one-half years from the initial exercise date. In connection with the Offering, the Company entered into an engagement letter (the “Engagement Letter”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement. As compensation for such placement agent services, the Company paid Wainwright an aggregate cash fee equal to $ 420,000 , a non-accountable expense of $ 35,000 and $ 50,000 for legal and other expenses as actually incurred. The total offering-related fees were approximately $ 520,000 , which resulted in net proceeds to the Company of $ 5.5 million. On April 24, 2023, the Company also issued to Wainwright or its designees warrants to purchase 71,259 shares of common stock (the “Wainwright Warrants”). The Wainwright Warrants have a term of five years from the commencement of sales in the Offering, and have an exercise price of $ 5.2625 per share. During the three months ended June 30, 2023 , the Company issued 144,000 shares of its common stock upon exercise of warrants and received proceeds of $ 10,000 . During the six months ended June 30, 2023 , the Company issued 195,000 shares of its common stock upon exercise of warrants and received proceeds of $ 17,000 . The exercise price of all shares exercised during the six months ended June 30, 2023 ranged from $ 0.001 to $ 0.14 . As of June 30, 2022, the Company had issued and outstanding warrants to purchase shares of the Company’s common stock as follows, which all met the condition for equity classification (in thousands): Year Expiration Number Outstanding as of December 31, 2021 Issued Exercised Cancelled/Expired Number Outstanding as of June 30, 2022 Range of 2013 April 2023 12 — — — 12 $ 10.17 2017 September 2022 - June 2025 203 — ( 20 ) ( 17 ) 166 $ 0.14 - $ 23.25 2019 July 2022 - April 2027 50 — ( 2 ) ( 1 ) 47 $ 0.14 - $ 26.88 2020 February 2023 - October 2023 73 — ( 24 ) — 49 $ 0.14 - $ 26.88 Total number of shares 338 — ( 46 ) ( 18 ) 274 During the three months ended June 30, 2022 , the Company issued 44,000 shares of its common stock upon exercise of warrants and received proceeds of $ 6,000 . During the six months ended June 30, 2022 , the Company issued 45,000 shares of its common stock upon exercise of warrants and received proceeds of $ 6,000 . The exercise price of all shares exercised during the six months ended June 30, 2022 was $ 0.14 . Common Stock As of June 30, 2023, there were 9,732,463 shares of common stock issued and outstanding. Common stock reserved for future issuance consisted of the following as the period presented: June 30, (in thousands) Shares reserved for stock options and restricted stock units to purchase 1,969 Shares reserved for future issuance of equity awards 1,047 Shares reserved for exercise of warrants 2,295 Total 5,311 During the three months ended June 30, 2023 , the Company sold 948,000 shares of its common stock in connection with the Registered Offering (as defined above) and received net proceeds of $ 4.0 million. During the six months ended June 30, 2023 , the Company sold 126,503 shares of its common stock to individual investors under the Sales Agreement (as defined below) and received net proceeds of $ 0.8 million in connection with the ATM (as defined below) equity offering program. During the six months ended June 30, 2023 , the Company issued 12,000 shares of its common stock for professional services and recorded $ 41,000 as consulting expense within general and administrative expense. During the three months ended June 30, 2023 , the Company issued 144,000 shares of its common stock upon exercise of warrants and received proceeds of $ 10,000 . During the six months ended June 30, 2023 , the Company issued 195,000 shares of its common stock upon exercise of warrants and received proceeds of $ 17,000 . The exercise price of all shares exercised ranged from $ 0.001 to $ 0.14 . During the three months ended June 30, 2023 , the Company issued 109,000 shares of its common stock upon vesting of restricted stock units. 81,000 shares were issued to members of the Company’s executive management, 8,000 shares were issued to directors of the Company and 20,000 were issued to employees, former employees and former Board members. During the six months ended June 30, 2023 , the Company issued 132,000 shares of its common stock upon vesting of restricted stock units. 100,000 shares were issued to members of the Company’s executive management, 2,000 shares were issued to directors of the Company and 22,000 were issued to employees, former employees and former Board members. During the three months ended June 30, 2022 , the Company sold 33,000 shares of its common stock to individual investors and received net proceeds of $ 905,000 . During the six months ended June 30, 2022 , the Company sold 36,000 shares of its common stock to individual investors and received net proceeds of $ 1.0 million. During the three months ended June 30, 2022 , outstanding principal and accrued interest under the other notes payable of $ 1.1 million was settled by issuing 46,000 shares of the Company’s common stock at fair value (based on a recent valuation) to the holders. During the six months ended June 30, 2022 , outstanding principal and accrued interest under the other notes payable of $ 1.3 million was settled by issuing 55,000 shares of the Company’s common stock at fair value (based on a recent valuation) to the holders. During the three months ended June 30, 2022 , the Company issued 44,000 shares of its common stock upon exercise of warrants and received proceeds of $ 7,000 . During the six months ended June 30, 2022 , the Company issued 45,000 shares of its common stock upon exercise of warrants and received proceeds of $ 7,000 . The exercise price of all shares exercised was $ 0.14 . Private Placement The Private Placement (see Note 1) provides for the issuance of shares of the Company’s common stock in two closings, one of which occurred immediately following the closing of the Merger and one of which is expected to occur on October 31, 2023 . The first closing of the Private Placement occurred on December 16, 2022 and the Company issued 649,346 shares of its common stock and received net proceeds of $ 7.4 million to investors that are related parties. In connection with the Private Placement in December 2022, the Company issued 104,000 warrants to purchase shares of the Company’s non-voting common stock to investors in the Private Placement, each at an exercise price of $ 0.14 , with exercise contingent upon the Merger closing and exercisable following the first closing of the Private Placement. The Company determined the contingent exercise provisions were indexed to the Company’s operations and the warrants qualified for equity classification. The second closing of the Private Placement is expected to occur on October 31, 2023 , at which time the Company will be obligated to issue a number of shares of its common stock based on the aggregate purchase price of $ 22.5 million divided by the purchase price equal to (a) the VWAP, plus (b) 10% of the VWAP; provided , however , that the share purchase price shall be at least equal to the closing price of the Company’s common stock on March 29, 2023. The Company determined that its obligation to issue additional shares of its common stock in the second closing at a premium to the VWAP was a freestanding financial instrument and a future right, which is subject to fair value. Accordingly, at inception the future right was recorded as an other asset in the Company’s consolidated balance sheet at its fair value equal to 10% of the second closing amount, or $ 2.3 million. The remaining proceeds from the first closing were allocated to the shares of common stock issued in the first closing and to the warrants as such instruments are equity-classified. The future right is subject to remeasurement at each reporting date and the Company has used the Monte Carlo simulation method to determine fair value of approximately $ 3.5 million as of June 30, 2023 . The Company incurred insignificant issuance costs related to the Private Placement. |