STOCKHOLDERS' EQUITY | NOTE 9 STOCKHOLDERS’ EQUITY Series D Preferred Stock On May 19, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with an investor, pursuant to which the Company agreed to issue to the investor an aggregate of 650 shares of Series D convertible preferred stock (the “Series D Preferred”) pursuant to a new designation of preferred stock, and one-year warrants to purchase 2,600,000 shares of common stock (the “Warrants”) at a price of $2.50 per share, for aggregate gross proceeds of $6,500,000 (the “Offering”). The Company also agreed to pay the investor a commitment fee of 1,300,000 shares of common stock at the closing of the Offering. The closing of the Offering occurred on May 20, 2021. In connection with the closing of the financing, the Company repaid in full its aggregate remaining notes payable obligation of $1,400,000. The Series D Preferred have a fixed conversion price of $2.05, are convertible into an aggregate of 3,170,732 shares of common stock and have the right to vote on an as-converted basis. Holders of the Series D Preferred shall be entitled to receive cumulative dividends annually at an annual rate equal to ten percent (10%). Dividends shall be payable in cash or, at the option of the holder of the Series D Preferred, converted into shares of common stock as provided in the certificate of designation for the Series D Preferred. Provided that the shares of common stock issuable upon conversion of the Series D Preferred is registered pursuant to an effective registration statement, the Company shall have the option, but not the obligation, to redeem, in cash, all or part of the Series D Preferred. The Company determined that the Series D Preferred was permanent equity given that there was no redemption provision at the holder’s option and it was determined that the conversion option was clearly and closely related to the equity host, so it didn’t need to be bifurcated. The Company further determined that the $10,000 cash structuring fee paid to the investor, would be accounted for as a reduction of the $6,500,000 of gross proceeds. The remaining proceeds of $6,490,000 were allocated on a relative fair value basis to the Series D Preferred ($3,875,675), the commitment shares ($1,339,582) and the Warrant ($1,274,743). The Company used the Black-Scholes option pricing model to determine the fair value of the Warrant using the following assumptions: exercise price of $2.50 per share, market price of $2.05 per share, expected term of 1.0 year, volatility of 142% and a risk-free interest rate of 0.05%. Finally, the Company determined that the Series D Preferred had a beneficial conversion feature equal to $2,624,326 which is a deemed dividend and represents an adjustment to the numerator in the loss per share calculation. The cash issuance costs of $365,000 (inclusive of the $10,000 cash structuring fee) were charged to additional paid-in-capital. On June 17, 2021, all of the outstanding shares of Series D Preferred were converted into common stock. See “Common Stock”, below. Common Stock On May 20, 2021, the Company issued 1,300,000 shares of common stock with an issuance date value of $2,665,000 as a commitment fee to the investor, for the purchase of Series D Preferred. The value of the shares of common stock issued was accounted for as a reduction of the proceeds from the sale of the Series D Preferred. On June 17, 2021, the Company issued 3,170,730 shares of common stock upon the conversion of 650 shares of Series D Preferred, after which no Series D Preferred shares remained outstanding. During the three months ended June 30, 2021, the Company issued 3,000,000 shares of common stock upon the exercise of warrants for proceeds of $3,712,500. Stock-Based Compensation During the three month and six months ended June 30, 2021, the Company recognized stock-based compensation expense of $1,085,891 and $1,473,863, respectively of which $7,785 and $15,190, respectively, is included in research and development expenses, and $1,078,106 and $1,458,673, respectively, is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. During the three and six months ended June 30, 2020, the Company recognized stock-based compensation expense of $82,088 and $94,816, respectively, of which $2,163 and $10,275, respectively was charged to research and development expense and $79,925 and $84,541, respectively is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. The following table presents information related to stock-based compensation for the three months and six months ended June 30, 2021 and 2020: For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Common stock issued for services $ 110,000 $ 30,000 $ 159,800 $ 30,000 Amortization of restricted common stock 433,689 — 560,314 — Amortization of market-based awards 489,774 — 620,019 — Stock options 15,779 9,588 24,891 20,116 Accrued issuable equity (1) 36,649 42,500 108,839 44,700 Total $ 1,085,891 $ 82,088 $ 1,473,863 $ 94,816 (1) See Note 5 - Accrued Issuable Equity, for additional details. Common Stock Issued for Services On February 26, 2021, the Company issued 20,000 shares of immediately vested common stock with an aggregate grant date value of $49,800 for consulting services provided during January 2021 and February 2021. On April 7, 2021, the Company issued 20,000 shares of immediately vested common stock with an aggregate grant date value of $25,000 for consulting services. On June 11, 2021, the Company issued 35,000 shares of immediately vested common stock with an aggregate grant date value of $85,000 for services rendered during May and June 2021. Restricted Common Stock On March 1, 2021, the Company issued 2,000,000 shares of restricted common stock (the “COO Shares”) with an aggregate grant date value of $5,220,000 in connection with the appointment of the Company’s Chief Operating Officer. The shares vest in four equal annual installments beginning on March 1, 2022. During May 2021, the Company issued 80,000 shares of restricted common stock with an aggregate grant date value of $164,000 in connection with the appointment of the Company's Vice President of Operations and granted 50,000 shares of restricted common stock with an aggregate grant date value of $99,500 in connection with the appointment of the Company's Senior Director of Product Development. The shares vest in four equal annual installments beginning in May 2022. On June 1, 2021, the Company issued 25,000 shares of restricted common stock with an aggregate grant date value of $51,750 for services rendered pursuant to a consulting agreement. The shares vest on the one year anniversary of the grant date. On June 7, 2021, the Company issued an aggregate of 60,000 shares of restricted common stock with an aggregate grant date value of $156,000 as compensation to three recently elected board members. The shares vest in 15,000 share increments every three months beginning on September 7, 2021. On June 10, 2021, the Company issued 200,000 shares of restricted common stock with an aggregate grant date value of $524,000 in connection with the appointment of the Company’s Vice President of Sales and Marketing. The shares vest in four equal annual installments beginning June 9, 2022. The grant date value of the above awards is recognized ratably over the respective vesting periods. During the three and six months ended June 30, 2021, the Company recorded stock-based compensation of $433,689 and $560,314, respectively, in connection with the amortization of restricted stock. As of June 30, 2021, there was $5,731,264 of unrecognized stock-based compensation related to restricted stock awards which will be amortized over the weighted average remaining vesting period of 3.6 years. Stock Options On March 12, 2021, in connection with the hire of its Senior Director of Product Development, the Company granted a five-year option to purchase 100,000 shares of common stock pursuant to the 2018 Plan. The option is exercisable at an exercise price of $2.44 per share. One-fourth of the options will vest on the first-year anniversary of the grant date and the remaining options vest monthly over three years. The options had an aggregate grant date value of $57,819 which is recognized over the vesting period. On May 17, 2021, the Company granted five-year options to purchase a total of 10,000 shares of common stock at an exercise price of $2.08 per share to an employee pursuant to the 2018 Plan. One-fourth of the options will vest on the six-month anniversary of the grant date and the remaining options vest annually over three years. The options had an aggregate grant date value of $5,878 which is recognized over the vesting period. On May 26, 2021, the Company granted five-year options to purchase a total of 10,000 shares of common stock at an exercise price of $1.99 per share to an employee pursuant to the 2018 Plan. One-fourth of the options will vest on the six-month anniversary of the grant date and the remaining options vest annually over three years. The options had an aggregate grant date value of $5,805 which is recognized over the vesting period. On June 1, 2021, the Company granted two five-year options to purchase a total of 20,000 shares of common stock at an exercise price of $2.03 per share to certain employees pursuant to the 2018 Plan. One-fourth of the options will vest on the six-month anniversary of the grant date and the remaining options vest annually over three years. The options had an aggregate grant date value of $12,145 which is recognized over the vesting period. On June 17, 2021, the Company granted five-year options to purchase a total of 30,000 shares of common stock at an exercise price of $2.27 per share to an employee pursuant to the 2018 Plan. One-fourth of the options will vest on the six-month anniversary of the grant date and the remaining options vest annually over three years. The options had an aggregate grant date value of $16,726 which is recognized over the vesting period. As of June 30, 2021 there was $120,504 of unrecognized stock-based compensation expense related to stock options, which will be recognized over the weighted average remaining vesting period of 3.3 years. The Company has computed the fair value of stock options granted using the Black-Scholes option pricing model. In applying the Black-Scholes option pricing model, the Company used the following assumptions: For the Six Months Ended June 30, 2021 2020 Risk free interest rate 0.33% - 0.85 % 1.58 % Expected term (years) 2.5 - 3.5 2.50 Expected volatility 93% - 109 % 93 % Expected dividends 0 % 0 % A summary of options activity during the six months ended June 30, 2021 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2021 370,000 $ 0.66 Granted 170,000 2.31 Exercised — — Expired — — Forfeited — — Outstanding, June 30, 2021 540,000 $ 0.90 3.5 $ 672,700 Exercisable, June 30, 2021 293,173 $ 0.66 2.6 $ 530,642 The following table presents information related to stock options as of June 30, 2021: Exercisable Options Weighted Outstanding Average Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.66 370,000 2.6 293,173 $ 1.99 10,000 — — $ 2.03 20,000 — — $ 2.08 10,000 — — $ 2.27 30,000 — — $ 2.44 100,000 — — 540,000 2.6 293,173 See Market-Based Awards below for an additional option issuance. Market-Based Awards On March 1, 2021, in connection with the appointment of the Company’s Chief Operating Officer (the “COO”), the COO became eligible to receive of up to 1,500,000 shares of the Company’s common stock which will be earned based upon achieving certain market capitalization milestones up to $4 billion. The grant date value of this award of $2,911,420 was determined using a Monte Carlo valuation model for market-based vesting awards and will be amortized over each of the tranches’ prospective derived service period. On June 10, 2021, the Chief Executive Officer (the “CEO”) received an option for the purchase of up to 1,500,000 shares of the Company’s common stock at an exercise price of $2.60, which will be earned based upon achieving certain market capitalization milestones up to $4 billion. The grant date value of this award of $2,579,000 was determined using a Monte Carlo valuation model for market-based vesting awards and will be amortized over each of the tranches’ prospective derived service period. The following assumptions were used in applying the Monte Carlo valuation model to the Company’s market-based awards described above. March 1, June 10, 2021 2021 Risk free interest rate 0.71 % 0.73 % Expected volatility 98.9 % 98.5 % Expected dividend yield 0 % 0 % Expected term 2.1 years 2.2 years Fair value of common stock on date of grant $ 2.61 $ 2.62 As of June 30, 2021, there was $4,870,402 of unrecognized stock-based compensation expense related to market-based awards which will be amortized over the remaining weighted average vesting period of 2.1 years. |