STOCKHOLDERS' EQUITY | NOTE 10 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. Stock-Based Compensation During the three month and nine months ended September 30, 2021, the Company recognized stock-based compensation expense of $1,292,096 and $2,765,959, respectively of which $0 and $15,190, respectively, is included in research and development expenses, and $1,292,096 and $2,750,770, respectively, is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. During the three and nine months ended September 30, 2020, the Company recognized stock-based compensation expense of $158,014 and $252,831, respectively, of which $7,424 and $22,961, respectively was charged to research and development expense and $150,590 and $229,870, 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 nine months ended September 30, 2021 and 2020: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Common stock for services $ 77,040 $ 147,976 $ 345,679 $ 222,676 Amortization of restricted common stock 440,333 — 1,000,647 — Amortization of market-based awards 754,207 — 1,374,226 — Stock options 20,516 10,038 45,407 30,155 Total $ 1,292,096 $ 158,014 $ 2,765,959 $ 252,831 Common Stock Issued for Services For the three and nine months ended September 30, 2021, the Company issued 85,000 and 160,000 shares of immediately vested common stock, respectively, having an aggregate grant date value of $186,399 and $346,199, respectively. Warrants During the three and nine months ended September 30, 2021, the Company issued an aggregate of 1,185,033 and 4,185,033 shares of common stock, respectively, in connection with exercises of outstanding warrants pursuant to which we received gross proceeds in the aggregate amount of $1,494,216 and $5,206,716, respectively. A summary of warrants activity during the nine months ended September 30, 2021 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Warrants Price Term (Yrs) Value Outstanding, January 1, 2021 6,787,911 $ 1.25 Issued 2,600,000 2.50 Exercised (4,185,033) (1.24) Expired — — Forfeited — — Outstanding, September 30, 2021 5,202,878 $ 1.88 4.4 $ 2,158,307 Exercisable, September 30, 2021 5,202,878 $ 1.88 4.4 $ 2,158,307 The following table presents information related to warrants as of September 30, 2021: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 1.25 2,594,553 4.3 2,594,553 $ 1.50 8,325 0.2 8,325 $ 2.50 2,600,000 4.6 2,600,000 5,202,878 4.4 5,202,878 Restricted Common Stock The following table presents information related to restricted common stock (excluding Market-Based Awards) as of September 30, 2021: Weighted Average Shares of Restricted Grant Date Common Stock Fair Value Non-vested balance, January 1, 2021 72,500 $ 1.24 Granted 2,570,000 2.55 Vested (27,500) 2.06 Forfeited — — Non-vested shares, September 30, 2021 2,615,000 $ 2.52 As of September 30, 2021, there was $5,560,259 of unrecognized stock-based compensation expense related to restricted stock that will be recognized over the weighted average remaining vesting period of 3.2 years. Stock Options A summary of options activity (excluding Market-Based Awards) during the nine months ended September 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 220,000 2.30 Exercised — — Expired — — Forfeited — — Outstanding, September 30, 2021 590,000 $ 1.27 3.2 $ 527,600 Exercisable,September 30, 2021 324,167 $ 0.66 2.3 $ 460,317 The following table presents information related to stock options (excluding Market-Based Awards) as of September 30, 2021: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.66 370,000 2.3 324,167 $ 1.99 10,000 — — $ 2.03 20,000 — — $ 2.05 10,000 — — $ 2.08 10,000 — — $ 2.13 20,000 — — $ 2.27 30,000 — — $ 2.43 20,000 — — $ 2.44 100,000 — — 590,000 2.3 324,167 As of September 30, 2021, there was $175,780 of unrecognized stock-based compensation expense related to stock options, which will be recognized over the weighted average remaining vesting period of 2.9 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 Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Risk free interest rate 0.20% - 0.23 % N/A 0.20% - 0.85 % 1.58 % Expected term (years) 3.50 N/A 2.5 - 3.5 2.50 Expected volatility 109.00 % N/A 93% - % 93.00 % Expected dividends 0 % N/A 0 % 0 % For the three and nine months ended September 30, 2021, the stock options had a weighted average grant date value of $1.55 and $0.80 per option share, respectively. For the nine months ended September 30, 2020, the stock options had a weighted average grant date value of $0.36 per option share. There were no stock options granted during the three months ended September 30, 2020. See Market-Based Awards below for additional information. Market-Based Awards The following table presents information related to market-based awards as of September 30, 2021: Number of Grant Date Award Shares Fair Value Restricted stock units 1,500,000 $ 1.94 Stock options 1,500,000 $ 1.72 Total 3,000,000 $ 3.66 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 life of market-based awards 2.1 years 2.2 years Fair value of common stock on date of grant $ 2.61 $ 2.62 As of September 30, 2021, there was $4,116,195 of unrecognized stock-based compensation expense related to market-based awards which will be amortized over the remaining weighted average vesting period of 1.86 years. |