SHARE CAPITAL | 6. SHARE CAPITAL Common stock Common stock: 9,000,000 authorized; $0.001 par value. As of March 31, 2023, and December 31, 2022, there were 1,101,098 and 1,051,098 shares of common stock issued outstanding Reverse Share Split During March 2023, the total number of shares of common stock authorized by the Company was reduced from 180,000,000 shares of common stock, par $0.001, to 9,000,000 shares of common stock, par $0.001, and the number of shares of common stock held by each stockholder of the Company were consolidated automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the reverse split divided by twenty twenty one No fractional shares were issued in connection with the reverse split and all fractional shares were rounded up to the next whole share. Additionally, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by twenty twenty All shares of common stock, options, warrants and other convertible securities and the corresponding price per share amounts have been presented to reflect the reverse split in all periods presented within this Form 10-Q. Share Issuance During March 2023, the Company completed a private placement for 50,000 common shares at $6.00 per common shares for gross proceeds of $300 thousand. Stock options On December 10, 2020, shareholders approved amendments to the Company’s stock option plan, which amended the plan previously approved on November 20, 2019 (the “Amended Stock Option Plan”). On December 10, 2020, the Company’s shareholders approved the adoption of a new fixed equity incentive plan (the “ In November 2021, the Company adopted and approved the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. The intent of the Company and the Board of Directors is that while the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will continue in existence in relation to the options and awards previously granted, the Board will not grant future options or awards thereunder. Instead, only the 2021 Stock Incentive Plan will be used for the grant of options and awards to eligible participants. As of March 31, 2023, there was 40,940 stock options outstanding under the Amended Stock Option Plan. No additional stock options will be issued under the Amended Stock Option Plan. As of March 31, 2023, there was 4,000 stock options outstanding and an aggregate of 96,000 shares of common stock were available for issuance under the 2021 Stock Option Plan. As of March 31, 2023, no transactions have occurred under the 2021 Employee Stock Purchase Plan. Options under the 2021 Stock Option Plan are granted from time to time at the discretion of the Board of Directors, with vesting periods and other terms as determined by the Board of Directors. A summary of the stock option activity is presented below: Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2021 60,212 $ 111.20 3.60 Options granted 6,500 $ 103.20 Options exercised (40) $ 100.80 Options canceled / expired (17,632) $ 50.20 Balance at December 31, 2022 49,040 $ 129.60 2.8 Options canceled / expired (4,100) $ 112.72 Balance at March 31, 2023 44,940 $ 131.09 2.4 $ — Vested and exercisable at March 31, 2023 34,900 $ 134.36 2.2 $ — The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at March 31, 2023: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 750 4.8 $ 180.00 750 $ 180.00 4,200 0.5 $ 180.00 4,200 $ 180.00 7,290 0.8 $ 156.00 7,290 $ 156.00 3,395 1.5 $ 128.00 3,395 $ 128.00 3,900 2.7 $ 97.00 2,860 $ 97.00 12,255 2.8 $ 106.00 9,174 $ 106.00 1,500 3.0 $ 112.00 900 $ 112.00 7,650 3.5 $ 153.00 4,465 $ 153.00 4,000 3.9 $ 103.20 1,866 $ 103.20 44,940 2.4 $ 131.09 34,900 $ 134.36 The Company uses the Black-Scholes option pricing model to determine the estimated fair value of options. The fair value of each option grant is determined on the date of grant and the expense is recorded on a straight-line basis and is included as a component of general and administrative expense in the consolidated statements of operations. The assumptions used in the model include expected life, volatility, risk-free interest rate, dividend yield and forfeiture rate. The Company’s determination of these assumptions is outlined below. Expected life — Volatility — Risk-free interest rate — Dividend yield — Forfeiture rate — The following assumptions were used to value the awards granted during the three months ended March 31, 2022: Expected life (in years) 5.0 Risk-free interest rate 1.7 % Dividend yield — % Expected volatility 132 % Stock-based compensation (benefit) expense for the three months ended March 31, 2023 and 2022 was $(10) thousand and $323 thousand, respectively. The stock-based compensation benefit for the three months ended March 31, 2023, was related to the reversal of expense due to stock option forfeitures and cancellations. As of March 31, 2023, there was approximately $1.3 million of total unrecognized compensation cost related to 10,040 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 3.2 years. Warrants The following table details warrant activity for the three months ended March 31, 2023: Number of Warrants outstanding Balance at December 31, 2021 197,000 Debenture, warrants issued 9,000 Balance at December 31, 2022 206,000 Warrants cancelled (9,830) Balance at March 31, 2023 196,170 The following table summarizes warrants issued by transaction type: Number of Warrants outstanding Convertible debt, warrants issued (Note 5) 9,841 Debenture, warrants issued (Note 5) 13,750 Other warrants issued 9,000 December 2020 equity financing warrants issued (1) 163,579 Total warrant outstanding 196,170 (1) For a complete discussion of the warrants issued during December 2020, see Note 11 to the consolidated financial statement for the year ended December 31, 2021 as filed on Form 10-K on March 14, 2022. |