Stockholders' Equity | 8. Stockholders’ Equity Warrants to Purchase Common Stock As of June 30, 2024, 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, 2023 Issued Exercised Cancelled/Expired Number Outstanding as of June 30, 2024 Range of 2017 March 2025 - June 2025 126 — — — 126 $ 0.14 - $ 21.80 2019 March 2025 - April 2027 44 — — — 44 $ 0.14 - $ 21.80 2022 August 2025 - December 2029 123 — — — 123 $ 0.14 - $ 168.35 2023 December 2025 - April 2029 3,211 — ( 780 ) — 2,431 $ 3.25 - $ 5.26 Total number of shares 3,504 — ( 780 ) — 2,724 Warrant Exercises During the six months ended June 30, 2024, the Company issued 780,000 shares of its common stock upon exercise of warrants and received proceeds of $ 1,000 . The exercise price of all shares exercised during the six months ended June 30, 2024 was $ 0.001 . 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 April 2023 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 August 2028 - April 2033 — 1,973 ( 67 ) — 1,906 $ 4.08 - $ 5.26 Total number of shares underlying warrants 533 1,973 ( 195 ) ( 16 ) 2,295 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 . Common Stock As of June 30, 2024, there were 12,256,861 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 2,456 Shares reserved for future issuance of equity awards 702 Shares reserved for exercise of warrants 2,724 Total 5,882 On April 22, 2024, the Company entered into a settlement agreement and mutual release (the “Settlement Agreement”) by and between the Company and RLB Holdings Connecticut, LLC (“RLB”) to continue RLB’s investment in the Company and to resolve any and all potential claims or causes of action in connection with RLB’s failure to purchase $ 2.5 million of shares of the Company’s common stock pursuant to a financing agreement, dated as of June 5, 2022, as amended on October 24, 2022, December 5, 2022, March 29, 2023, May 1, 2023, July 21, 2023 and October 13, 2023. Pursuant to the Settlement Agreement, on April 23, 2024, the Company received cash proceeds of $ 500,000 from RLB and on May 1, 2024, the Company issued 903,995 shares of its common stock to RLB. During the six months ended June 30, 2024, the Company issued 780,000 shares of its common stock upon exercise of warrants and received proceeds of $ 1,000 . The exercise price of all shares exercised was $ 0.001 . During the six months ended June 30, 2024 , the Company issued 91,000 shares of its common stock for license expenses and recorded $ 250,000 as license expense within research and development expense. During the six months ended June 30, 2024 , the Company issued 82,000 shares of its common stock for professional services and recorded $ 219,000 as consulting expense within general and administrative expense. During the six months ended June 30, 2024 , the Company issued 3,000 shares of its common stock upon vesting of restricted stock units. During the three months ended June 30, 2023, the Company issued 948,000 shares of its common stock and issued pre-funded warrants in connection with the Company’s registered direct offering which took place in April 2023 and received net proceeds of $ 5.5 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 with Jefferies LLC with respect to an at-the-market (“ATM”) offering program and received net proceeds of $ 0.8 million in connection with the ATM 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, of which 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, 10,000 shares were issued to directors of the Company and 22,000 were issued to employees, former employees and former Board members. 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 was expected to occur on April 15, 2024 . 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 was expected to occur on April 15, 2024 , however, the investors failed to fulfill their contractual obligation to fund and the second closing did not occur. Had the second closing of the Private Placement occurred, the Company would have been 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 was subject to remeasurement at each reporting date and the Company used the Monte Carlo simulation method to determine fair value of approximately $ 3.8 million as of December 31, 2023 and zero as of June 30, 2024 as at that time, the Company did not expect the second closing to occur. The Company incurred insignificant issuance costs related to the Private Placement. Nasdaq Bid Price Deficiency Letter On April 18, 2024, the Company received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) because the Company has not maintained a minimum closing bid price of the Company’s common stock of at least $ 1.00 per share for the last 30 consecutive business days. The Notice has no immediate effect on the listing or trading of the Company’s securities. The Company has 180 calendar days from the date of the Notice, or until October 15, 2024 , to regain compliance. If the Company is not deemed in compliance before the expiration of the 180 day compliance period, it will be afforded an additional 180-day compliance period, provided that on the 180th day of the first compliance period it meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on The Nasdaq Capital Market (except the bid price requirement) based on the Company's most recent public filings and market information and provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period. Compliance can be achieved during any compliance period by meeting the applicable standard for a minimum of 10 consecutive business days during the applicable compliance period, unless Nasdaq exercises its discretion to extend this 10 day period as discussed in Rule 5810(c)(3)(H). If the Company does not regain compliance with the bid price requirement within the compliance period, the Company’s common stock will be subject to delisting. In the event the Company receives notice that the Company’s common stock is being delisted, Nasdaq’s rules permit the Company to appeal the delisting determination by the Nasdaq staff (the “Staff”) to a hearings panel. The Company intends to monitor the bid price of the Company’s listed securities and may, if appropriate, consider available options to regain compliance with the bid price requirement. There can be no assurance that the Company will be able to regain compliance with the bid price requirement. Nasdaq Stockholders ’ Equity Deficiency Letter On May 23, 2024, the Company received written notice (the “Equity Notice”) from Nasdaq informing the Company that it no longer complies with the requirement under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $ 2,500,000 in stockholders’ equity for continued listing on Nasdaq because the Company reported stockholders’ equity of negative $ 6,243,000 in its Quarterly Report on Form 10-Q for the period ended March 31, 2024, and, as of the date of the Equity Notice, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations. The Notice has no immediate effect on the listing or trading of the Company’s securities. The Company timely submitted the compliance plan to the Staff on July 8, 2024. If the plan is accepted, the Staff may grant the Company an extension period of up to 180 calendar days from the date of the Notice to evidence compliance. There can be no assurance that the Company will be able to regain compliance with the continued listing requirements or that the Staff will grant the Company a further extension of time to regain compliance. If the Staff does not accept the Company’s plan or if the Company is unable to regain compliance within any extension period granted by the Staff, the Company’s common stock will be subject to delisting. In the event the Company receives notice that the Company’s common stock is being delisted, Nasdaq’s rules permit the Company to appeal the delisting determination by the Staff to a hearings panel. |