Preferred Stock | 7. Preferred Stock A. Series A Convertible Preferred Stock and Common Stock Purchase Warrants (a) Amendments to Series A Convertible Preferred Stock i. Determination of Conversion Price Adjustments for Series A Preferred Stock On December 9, 2022, the Company and 3i entered into a letter agreement (the “2022 Letter Agreement”) which provided that pursuant to Section 8(g) of the Company’s Certificate of Designations for the Series A Preferred Stock (the “COD”), the Company and 3i agreed that the Conversion Price (as defined in the COD) was modified to mean the lower of: (i) the Closing Sale Price (as defined in the COD) on the trading date immediately preceding the Conversion Date (as defined in the COD) and (ii) the average Closing Sale Price (as defined in the COD) of the common stock for the five trading days immediately preceding the Conversion Date (as defined in the COD), for the Trading Days (as defined in the COD) through and inclusive of January 19, 2023. Any conversion which occurs shall be voluntary at the election of 3i, which shall evidence its election as to the Series A Preferred Stock being converted in writing on a conversion notice setting forth the then Minimum Price (as defined in the COD). Management determined that the adjustment made to the Conversion Price is not a modification of the COD which allows for adjustments to the Conversion Price (as defined in the COD) at any time by the Company and the other terms of the COD remained unchanged. On January 23, 2023, the Company and 3i amended the 2022 Letter Agreement, to provide that the modification of the term Series A Preferred Stock Conversion Price (the “Series A Preferred Stock Conversion Price”) to mean the lower of: (i) the Closing Sale Price (as defined in the COD) on the trading date immediately preceding the Conversion Date (as defined in the COD and (ii) the average Closing Sale Price (as defined in the COD) of the Company’s shares of Common Stock for the five trading days immediately preceding the Conversion Date (as defined in the COD), for the Trading Days (as defined in the COD) will be in effect until terminated by the Company and 3i. ii. Modification to Conversion Price of Series A Preferred Stock and 3i Exchange Warrants On January 14, 2024, pursuant to the terms of the First Note, the Company modified the conversion price of the 3i Exchange Warrants from $20.00 to $8.95, thereby increasing the number of Exchange Warrants outstanding from 220,361 at December 31, 2023 to 492,317 outstanding at January 14, 2024. Also on January 14, 2024, the conversion price of the outstanding 1,417 shares of Series A Preferred Stock was revised from $20.00 to $8.95. The Company filed the Fifth Certificate of Amendment to Amended and Restated COD (the “Fifth Amendment”) with the Secretary of State of the State of Delaware to reflect the new conversion price of the Series A Preferred Stock of $8.95. As of January 14, 2024, the Company used the Black-Scholes option pricing model to determine the fair value of the 1,417 Series A Preferred Stock outstanding at $1,970 versus their carrying value of $1,742. Accordingly, the Company has recorded a deemed dividend of $228 as at January 14, 2024. At a stated value of $1,080 for each share of Series A Preferred Stock, the revised price of $8.95 per share results in the 1,417 shares being convertible into 170,952 shares of Common Stock as of January 14, 2024. On February 13, 2024, pursuant to the terms of the Second Note, the Company modified the conversion price of the 3i Exchange Warrants from $8.95 to $8.10 and thereby increased the number of Exchange Warrants outstanding from 492,317 on January 18, 2024, to 544,101 on February 13, 2024. The Company filed the Sixth Certificate of Amendment to Amended and Restated COD (the “Sixth Amendment”) with the Secretary of State of the State of Delaware to reflect the new conversion price of the Series A Preferred Stock of $8.10. As of February 14, 2024, the Company used the Black-Scholes option pricing model to determine the fair value of the then 1,296 Series A Preferred Stock outstanding and concluded there was a gain on extinguishment of $122. At a stated value of $1,080 for each share of Series A Preferred Stock, the revised price of $8.10 per share results in the 1,296 shares being convertible into 493,573 shares of Common Stock. On March 14, 2024, pursuant to the terms of the Third Note, the Company modified the conversion price of the 3i Exchange Warrants from $8.10 to $7.00 and thereby increased the number of Exchange Warrants outstanding from 544,101 on February 13, 2024, to 829,423 on March 14, 2024. The Company filed the Seventh Certificate of Amendment to Amended and Restated COD (the “Seventh Amendment”) with the Secretary of State of the State of Delaware to reflect the new conversion price of the Series A Preferred Stock of $7.00. As of March 14, 2024, the Company used the Black-Scholes option pricing model to determine the fair value of the then 1,296 Series A Preferred Stock outstanding and concluded there was a gain on extinguishment of $69. At a stated value of $1,080 for each share of Series A Preferred Stock, the revised price of $7.00 per share results in the 1,215 shares being convertible into 535,286 shares of Common Stock. During the period April 1, 2024, through May 2, 2024, the Company amended the conversion prices of the Series A Convertible Preferred Stock, the Exchange Warrants and the 2024 Notes to equal the current last sale price of its shares of Common Stock of $1.15 as of May 1, 2024. (b) Accounting i. Series A Preferred Stock As a result of fair value adjustments during the six-month period ended June 30, 2024, the Company recognized a deemed dividend of $299 and an extinguishment gain of $222 on our outstanding Series A Preferred Stock. Inputs used in the Black-Scholes valuation models utilized to fair value the modifications to the Series A Preferred Stock during the six-month period ended June 30, 2024, are as follows: January 14 – March 14, April 5 – May 2, Initial exercise price $20.00 - $8.10 $7.00 - $1.15 Stock price on valuation date $8.95 - $7.10 $4.52 - $1.23 Risk-free rate 5.10% - 4.82% 5.47% - 5.49% Term (in years) 0.25 – 0.08 0.08 – 0.01 Rounded annual volatility 145% - 130% 110% iii. 3i Exchange Warrants The 3i Exchange Warrants were identified as a freestanding financial instrument and meet the criteria for derivative liability classification, initially measured at fair value. Subsequent changes in fair value are recognized through earnings for as long as the contracts continue to be classified as a liability. The measurement of fair value is determined utilizing an appropriate valuation model considering all relevant assumptions current at the date of issuance and at each reporting period (i.e., share price, exercise price, term, volatility, risk-free rate and expected dividend rate). (c) Series A Preferred Stock and 3i Exchange Warrant Conversions i. Six month period ended June 30, 2024 During the six-month period ended June 30, 2024: (a) 3i exercised its option to convert 1,417 shares of Series A Preferred Stock for 479,223 shares of common stock at the fair value of $1,819. As of June 30, 2024, there were no issued and outstanding shares of Series A Preferred Stock; and (b) 3i exercised its option to convert 3,632,366 3i Exchange Warrants for 2,359,650 shares of common stock valued at $405. As of June 30, 2024, there were no issued and outstanding 3i Exchange Warrants. i. Six month period ended June 30, 2023 During the six-month period ended June 30, 2023, 3i exercised its option to convert 12,052 shares of Series A Preferred stock for 202,002 shares of common stock valued at $3,899. As of June 30, 2023, there were 6,047 issued and outstanding shares of Series A Preferred Stock. The accounting for the Series A Preferred Stock and Warrants is illustrated in the tables below: Consolidated Balance Sheets Consolidated Warrant Series A Common Additional Fair value Balances, December 31, 2023 $ 3,083 $ 1,742 $ — $ (7,208 ) $ — Conversion of 202 Series A Preferred Stock, net — (269 ) — 269 — Extinguishment of Series A Preferred Stock (191 ) 191 Deemed dividend on January 14, 2024, modification — 228 — (228 ) — Fair value adjustment (419 ) — — — 419 Balances, March 31, 2024 2,664 1,510 — (6,976 ) 419 Conversion of 1,215 Series A Preferred Stock, net — (1,550 ) — 1,550 — Extinguishment of Series A Preferred Stock — (31 ) — 31 — Deemed dividend on modification of Series A Preferred Stock — 71 — (71 ) — Cashless exercise of 3i Exchange Warrants (405 ) — — 405 — Fair value adjustment (2,243 ) — — — 2,243 Balances, June 30, 2024 $ 16 $ — $ — $ (5,061 ) $ 2,662 Consolidated Balance Sheets Consolidated Warrant Series A Series A Additional Fair value Balances, December 31, 2022 $ 374 $ 2,001 $ — $ (3,756 ) $ — Conversion of 3,838 Series A Preferred Stock, net — (565 ) — 575 — Fair value adjustment (309 ) — — — 309 Balances, March 31, 2023 65 1,436 — (3,181 ) 309 Conversion of 8,214 Series A Preferred Stock — (812 ) (2,522 ) 3,334 — Elimination of redemption rights on Series A Preferred stock; deemed dividend of $3,328 — (624 ) 3,952 (3,328 ) — Redemption of 1,550 Series A Preferred Stock — — (1,445 ) — — Issuance of 486 Series A Preferred stock as repayment of $350 debt; $103 charged to interest expense — — 453 — — Exchange of 50,000 Series C Preferred Stock for 5,577 Series A Preferred Stock; deemed dividend of $3,959 — — 5,199 (3,959 ) — Fair value adjustment 1,078 — — — (1,078 ) Balances, June 30, 2023 $ 1,143 $ — $ 5,637 $ (7,134 ) $ (769 ) B. Series C Convertible Preferred Stock On February 28, 2023, the Company entered into a Securities Purchase Agreement (the “2023 SPA”) with 3i for the purchase and sale of 50,000 shares of Series C Convertible Redeemable Preferred Stock (“Series C Preferred Stock”) at a purchase price of $24.00 per share, for a subscription receivable in the aggregate amount equal to the total purchase price of $1.2 million (the “Series C Offering”). The 50,000 shares of Series C Preferred Stock (the “Shares”) are convertible into shares of the Company’s Common Stock, subject to the terms of the Series C Certificate of Designation (“Series C COD”). The Company evaluated the terms of the Series C Preferred Stock as required pursuant to ASC 570, 480, 815 and ASU 2020-06, and concluded the Series C Preferred Stock will be recorded at fair value of $1,200, net of share issuance costs of $40, and accreted to redemption value of $1,485 on April 21, 2023, using the effective interest method. The Company will also accrue dividends of 5%. The roll forward of the Series C Preferred Stock as of June 30, 2023, is as follows: June 30, Series C Preferred Stock, cash received $ 1,200 Less debt discount, opening (40 ) Plus, 5% dividend and accretion 286 1,446 Exchange of Series C Preferred stock for Series A Preferred stock (1,446 ) Series C Preferred Stock – net, ending balance $ — |