Stockholders' Equity | 8. Stockholders’ Equity On May 3, 2022, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company agreed to issue, in a registered direct offering, an aggregate of 2,872.1376 shares of Preferred Stock (split evenly between the Series D Convertible Preferred Stock, and Series E Convertible Preferred Stock). The Company received net proceeds of approximately $ 2.3 million from the issuance and sale of the Preferred Stock, after deducting offering expenses and placement agent fees. The shares of Preferred Stock have a stated value of $ 1,000 per share and are convertible, following the date of the issuance thereof, into an aggregate of 8,975,430 shares of common stock of the Company upon the conversion of the Series D Preferred Stock and into an aggregate of 8,975,430 shares of common stock of the Company upon the conversion of the Series E Preferred Stock, in each case, at a conversion price of $ 0.16 per share. HCW was the exclusive placement agent for this offering. On May 5, 2022, the Preferred Stock investor converted all of its Series D Preferred Stock into 8,975,430 shares of common stock, and on May 9, 2022, the Preferred Stock investor converted all of its Series E Preferred Stock into 8,975,430 shares of common stock. In a concurrent private placement, the Company also issued to the Preferred Stock investor the 2022 Common Warrants to purchase up to an aggregate of 22,438,575 shares of the Company’s common stock, at an exercise price of $ 0.1694 per share. The 2022 Common Warrants will become exercisable six months after the date of issuance, and will have a term of five years from the initial exercise date. The Company also issued to designees of HCW, in a concurrent private placement, the HCW Warrants to purchase up to 1,256,561 shares of Common Stock. The HCW Warrants are exercisable for $ 0.20 per share and will be exercisable six months after the date of issuance and have a term of five years from the commencement of sales pursuant to the registered direct offering. On July 16, 2021, the Company completed a registered direct offering, in which the Company issued and sold 17,416,096 shares of its common stock, pre-funded warrants ("2021 Pre-funded Warrants") to purchase up to an aggregate of 3,941,648 shares of its common stock in lieu of shares of common stock, and warrants ("2021 Common Warrants") to purchase up to 10,678,872 shares of the Company’s common stock through a securities purchase agreement with several healthcare-focused institutional and accredited investors. The combined price of each share of common stock and accompanying 2021 Common Warrant to purchase one-half of a share of common stock was $ 1.311 per share. The purchase price of each 2021 Pre-funded Warrant was $ 1.301 , which was the combined purchase price per share of common stock and accompanying 2021 Common Warrant to purchase one-half of a share of common stock, minus $ 0.01 . Gross proceeds of the transaction were $ 28.0 million. As a result of the registered direct offering, the Company received approximately $ 25.4 million after deducting offering costs. Each 2021 Common Warrant is exercisable for one share of the Company’s common stock at an exercise price of $ 1.25 per share. The 2021 Common Warrants are immediately exercisable and expire on July 16, 2026 . Each Pre-funded Warrant is exercisable for one share of common stock at an exercise price of $ 0.01 per share. All of the 2021 Pre-funded Warrants were exercised on July 16, 2021 . During the first quarter of 2021, the Company issued and sold 6,058,318 shares of its common stock under an At-the Market Equity Offering Sales Agreement with Cowen and Company, LLC (Cowen ATM Agreement) at a weighted average price of $ 1.99 per share for net proceeds of $ 11.7 million. The Company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (“B. Riley ATM Agreement”) on March 29, 2021. During the year ended December 31, 2021, the Company issued and sold a total of 4,081,338 shares of its common stock under the B. Riley ATM Agreement at a weighted average price of $ 1.11 per share for net proceeds of approximately $ 4.2 million. The Cowen ATM Agreement was terminated at the time the Company entered into the B. Riley ATM Agreement. The Company entered into another At Market Issuance Sales Agreement with B. Riley Securities, Inc. (“Updated B. Riley ATM Agreement”) on December 23, 2021. During the first quarter of 2022, the Company issued and sold 6,804,888 shares of its common stock under the Updated B. Riley ATM Agreement at a weighted average price of $ 0.62 per share for net proceeds of $ 3.9 million. The B. Riley ATM Agreement was terminated at the time the Company entered into the Updated B. Riley Agreement. The Company entered into the HCW ATM Agreement on July 8, 2022. Since that time and through the filing date of this Quarterly Report, the Company issued and sold 14,358,057 shares of its common stock under the HCW ATM Agreement at a weighted average price of $ 0.14 per share for net proceeds of approximately $ 1.9 million. The Updated B. Riley ATM Agreement was terminated at the time the Company entered into the HCW ATM Agreement. Common Stock The holders of common stock are entitled to one vote for each share held . Common stockholders are not entitled to receive dividends, unless declared by the Board of Directors. The Company has reserved for future issuances the following shares of common stock as of June 30, 2022 and December 31, 2021: June 30, December 31, Stock options and restricted stock units 11,691,089 8,372,313 Warrants 34,383,048 10,687,912 Common stock issuable upon conversion of outstanding debt 1,219,512 2,439,024 Employee stock purchase plan 306,527 306,527 Total 47,600,176 21,805,776 Warrants At June 30, 2022 the Company had 34,383,048 warrants outstanding for the purchase of shares of common stock at a weighted average exercise price of $ 0.51 . At December 31, 2021 , the Company had 10,687,912 warrants outstanding for the purchase of shares of common stock at a weighted average exercise price of $ 1.26 . 22,438,575 warrants with an exercise price of $ 0.1694 and 1,256,561 warrants with an exercise price of $ 0.20 expire May 3, 2027 . 10,678,872 w arrants with an exercise price of $ 1.25 expire on July 16, 2026 . 9,040 warrants with an exercise price of $ 11.06 expire on May 1, 2026 . Preferred Stock On July 12, 2022, the Company entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with a single accredited investor (the “Subscriber”), pursuant to which the Company agreed to issue and sell 100 shares of the Company’s Series F Non-Convertible Preferred Stock, par value $ 0.001 per share (the “Series F Non-Convertible Preferred Stock”), to the Subscriber for $ 100.00 in cash. The sale was completed and settled on July 12, 2022. The Subscription Agreement contains customary representations and warranties and certain indemnification rights and obligations of the parties. The Series F Non-Convertible Preferred Stock is not convertible into shares of the Company’s common stock or any other class or series of stock of the Company. In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series F Non-Convertible Preferred Stock shall be entitled to receive, in priority to any distributions to the holders of Common Stock, out of the assets, whether capital or surplus, of the Company an amount equal to $ 0.01 per share, or $ 1.00 in the aggregate. The holder of the Series F Non-Convertible Preferred Stock will not be entitled to receive dividends of any kind. |