STOCKHOLDERS’ EQUITY | NOTE 6 STOCKHOLDERS’ EQUITY Common Stock On June 27, 2024, pursuant to Securities Purchase Agreements in a Registered Direct Offering, the Company issued 1,464,965 shares of common stock for cash gross proceeds of approximately $11.0 million (or approximately $10.0 million, net of offering costs). During the nine months ended September 30, 2024 the Company issued 5,724 shares of common stock, upon the cashless exercise of stock options. During the nine months ended September 30, 2023, shares of common stock were issued as a result of the following transactions: ● On May 26, 2023, pursuant to Securities Purchase Agreements, the Company issued 1,989,676 shares of common stock for cash gross proceeds of approximately $7.3 million (or approximately $6.4 million, net of offering costs). ● On May 26, 2023, pursuant to a Securities Purchase Agreement, Mr. Garchik capitalized the outstanding principal balance of $900,000 under the Initial Promissory Note, into 245,634 shares of common stock. ● On May 26, 2023, pursuant to an exchange agreement with Holders of Convertible Notes payable, the Company issued 2,348,347 shares of common stock in exchange for Convertible Notes in the gross principal amount of approximately $8.9 million (approximately $7.9 million, net of debt issuance costs and discount). In addition, the Company recorded approximately $7.5 million of expense on conversion of convertible notes. ● The Company issued 111,516 shares of common stock for approximately $388,000 of interest accrued under the Convertible Notes and Credit Facility. Warrants On June 27, 2024, in connection with their placement agent services, the Company issued 102,547 common stock warrants to the placement agent, with a term of 5 years and an exercise price of $7.50 per share. During the nine months ended September 30, 2023, warrants were issued as a result of the following transactions: ● On May 26, 2023, in connection with their placement agent services, the Company issued 156,712 common stock warrants to the placement agent, with a term of 5 years and an exercise price of $3.664 per share. ● On May 12, 2023, in connection with certain recruitment services, the Company issued 187,500 common stock warrants to the placement agent with a term of 5 years and an exercise price of $3.164 per share. The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2024 (unaudited): Weighted Weighted Average Average Number of Exercise Remaining Shares Price Life Outstanding, December 31, 2023 598,267 $ 11.89 3.9 Years Granted 102,547 $ 7.50 4.8 Years Exercised/Cancelled (3,368 ) $ 21.12 - Outstanding, September 30, 2024 697,446 $ 11.20 3.6 Years Stock Options During the nine months ended September 30, 2024, ● The Company granted directors a total of 91,417 options at exercise prices ranging from $7.78 to $8.67 per share. ● The Company also granted 220,000 options to certain new employees at exercise prices ranging from $7.99 to $9.61 per share. ● The Company agreed to accelerate the vesting of 6,511 options for Mr. Joe Trelin under the terms of his resignation with an exercise price of $5.48 per share. These accelerated options would not otherwise have vested prior to termination of service according to their Service conditions. Therefore, the Company recalculated the fair value of these options as of his resignation date of February 20, 2024 using the Black Scholes method. ● Certain stock option holders exercised their stock options and were issued approximately 5,724 shares of our common stock. The Company determined the grant date fair value of options granted for the nine months ended September 30, 2024, using the Black Scholes Method, as applicable, with the following assumptions: Expected volatility 118 – 123% Expected term 5 years Risk free rate 3.49% - 4.46% Dividend rate 0.00% Activity related to stock options for the nine months ended September 30, 2024 (unaudited), is summarized as follows: Number Weighted Weighted Aggregate Outstanding at December 31, 2023 1,796,743 $ 25.20 6.5 $ 3,630,733 Granted 311,417 $ 8.69 10.0 $ - Exercised (15,875 ) $ 5.49 - $ - Forfeited/cancelled (101,237 ) $ 39.04 7.0 $ - Outstanding as of September 30, 2024 1,991,048 $ 22.07 6.3 $ 1,314,090 Exercisable as of September 30, 2024 1,184,263 $ 28.67 4.7 $ 735,615 The following table summarizes stock option information as of September 30, 2024 (unaudited): Weighted Average Contractual Exercise Price Outstanding Term (Yrs.) Exercisable $2.64 – $5.00 344,379 8.5 193,339 $5.01 – $10.00 828,272 9.1 257,490 $10.01 – $15.00 43,078 2.1 43,078 $15.01 – $20.00 252,084 1.0 252,084 $20.01 – $121.28 523,235 3.3 438,272 1,991,048 6.3 1,184,263 During the nine months ended September 30, 2024, the Company recognized approximately $2.1 million of stock option-based compensation expense. As of September 30, 2024, there was approximately $2.6 million of unrecognized compensation costs related to stock options outstanding that will be expensed through 2027. On May 24, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”). On June 26, 2024, the stockholders approved and ratified the 2024 Plan and the allocation of 395,000 shares of Common Stock to the 2024 Plan, in addition to the remaining shares not allocated to awards under the 2021 Equity Incentive Plan and any shares, which become available as a result of the forfeiture, or cancellation of any previous awards. As of September 30, 2024, there were 447,523 shares allocated to and available for issuance of awards under the 2024 Plan. During the nine months ended September 30, 2024, the Company also issued 140,000 options to purchase common stock and agreed to grant 100,000 options to newly hired employees as inducement grants under Nasdaq Listing Rule 5635(c)(4), which are not included in the totals for the 2024 Plan. |