Equity | Equity Reverse Stock Split On March 15, 2024, the Company’s shareholders approved an amendment to the Company’s certificate of incorporation to effect a reverse split of the Company’s outstanding stock at a ratio ranging from 5:1 to 12:1 at the sole discretion of the Board of Directors of the Company. On March 15, 2024, the Board of Directors approved a reverse split and set a reverse stock split ratio of 10:1 for the Company's outstanding share of the Company's common stock. The reverse stock split was effective on April 1, 2024. As of the effective time of the reverse split, every 10 issued and outstanding shares of the Company’s common stock was automatically reclassified into one issued and outstanding share of the Company’s common stock, with any fractional shares being rounded up to the next whole share. Proportionate adjustments were made to the number of shares of common stock underlying the Company’s outstanding equity awards, warrants, the number of shares issuable under its equity incentive plans and other existing agreements, as well as the exercise or conversion price, as applicable. Hale Warrant On April 29, 2024 (the “Issuance Date”), in consideration of the Forbearance Agreement, the Company issued to Successor Agent the Warrant to purchase an aggregate of 1,810,528 (post-reverse split) shares of the Company’s common stock at an exercise price of $2.73 per share. The Warrant is exercisable, at any time and from time to time, for 10 years following the Issuance Date. Under the terms of the Warrant, the Company has a right to force the Holder to exercise the Warrant under certain Forced Exercise Conditions (as defined in the Warrant) and issue a replacement warrant, and the Holder has a right to require the Company to purchase the unexercised portion of the Warrant under certain circumstances, including upon a Fundamental Transaction (as defined in the Warrant). If the Company is required to purchase the unexercised portion of the Warrant, the Company may elect to pay such repurchase price in the form of an unsecured promissory note. The Warrant provides for certain adjustments to the exercise price and the number of shares issuable upon exercise of the Warrant in certain circumstances, including a full-ratchet anti-dilution adjustment in connection with certain issuances of Common Stock and convertible securities by the Company below the then current exercise price of the Warrant. The Company also agreed to register for resale with the SEC the shares issuable upon exercise of the Warrant. The Warrant contains restrictions on the Holder’s ability to exercise the Warrant, such that the Holder shall not be entitled to exercise the Warrant if the total number of shares of Common Stock then beneficially owned by the Holder, and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s other ownership of the Company’s Common Stock, exceeds 4.999% of the total number of issued and outstanding shares of Common Stock of the Company (the “Threshold Percentage”). However, the Holder has the right at any time and from time to time, to increase the Threshold Percentage to 9.999%. Additionally, the Holder shall not have the right to exercise the Warrant if the total number of shares of Common Stock then beneficially owned by the Holder, and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s other ownership of the Company’s Common Stock, exceeds 19.99%, unless shareholder approval is obtained by the Company, as may be required by the applicable rules and regulations of the Nasdaq Stock Market or any such other exchange on which the Company’s shares are then listed, or unless such shareholder approval requirement has been waived by the Nasdaq Stock Market. Notwithstanding anything to the contrary in the Warrant, the sum of the number of shares of Common Stock that may be issued under the Warrant is limited to 19.99% of the Company’s outstanding shares of Common Stock as of the issuance date of the Warrant (the “Exchange Cap”), unless shareholder approval is obtained by the Company to issue more than the Exchange Cap, as may be required by the applicable rules and regulations of the Nasdaq Stock Market or any such other exchange on which the Company’s shares are then listed, or unless such shareholder approval requirement has been waived by the Nasdaq Stock Market. The initial fair value of the warrant of $5.1 million was estimated using the Black-Scholes valuation method and was recorded as a long-term liability on the condensed consolidated balance sheet. The change in fair value of the warrant liability using the Black-Scholes valuation method through the end of the quarter ended June 30, 2024 was $3.0 million resulting in a net $2.1 million expense for the three and nine months ended June 30, 2024 and is included in the condensed consolidated statements of operations on the line item captioned “Loss on extinguishment of debt and change in fair value of warrant liability.” See Note 10 - Credit Agreement . Equity Plans We provide long-term incentives to eligible officers, directors, and employees in the form of equity-based awards. We maintain four equity incentive compensation plans, collectively described as our “Equity Plans”: (a) the 2010 Equity Incentive Plan (the “2010 Plan”), (b) the 2012 Equity Incentive Plan (the “2012 Plan”), (c) the Amended and Restated 2019 Equity Incentive Plan (the “2019 Plan”), and (d) the 2022 New Employee Inducement Plan. We issue new shares of common stock to satisfy awards granted under our Equity Plans. In December 2023, our Board of Directors approved an amendment to the 2019 Plan, which, following shareholder approval at our 2024 annual meeting of shareholders in March 2024, increased the maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2019 Plan by an additional 0.8 million shares. Stock-Based Compensation The following table sets forth stock-based compensation expense by award type: Three Months Ended June 30, Nine Months Ended June 30, (in thousands) 2024 2023 2024 2023 RSUs $ 172 $ 1,113 $ 1,161 $ 2,869 PSUs (1,216) 517 (1,094) 1,818 Outside director equity awards and fees in common stock (68) 83 82 295 Total stock-based compensation expense $ (1,112) $ 1,713 $ 149 $ 4,982 The following table sets forth stock-based compensation expense by expense type: Three Months Ended June 30, Nine Months Ended June 30, (in thousands) 2024 2023 2024 2023 Cost of revenue $ 70 $ 436 $ 57 $ 1,154 Selling, general, and administrative (1,254) 980 (266) 3,006 Research and development 72 297 358 822 Total stock-based compensation expense $ (1,112) $ 1,713 $ 149 $ 4,982 On May 7, 2024, a total of 51,862 unvested restricted stock units (“RSUs”) and 62,251 unvested performance stock units (“PSUs”) previously awarded to our former CEO, Jeffrey Rittichier, were terminated pursuant to the terms of our 2019 Plan and corresponding award agreements in connection with Mr. Rittichier’s termination of employment with the Company. In addition, 66,830 unvested RSUs previously awarded to non-executive employees were terminated pursuant to the terms of our 2019 Plan and the corresponding award agreements in connection with termination of the applicable non-executive employee’s service with the Company during the three-month period ended June 30, 2024. These terminations resulted in an aggregate reversal of stock-based compensation of $1.5 million, respectively, for the nine months ended June 30, 2024. On June 14, 2024, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved the award of an aggregate of 527,600 RSUs under the 2019 Plan to certain executive officers (excluding Mr. Matthew Vargas, the Company’s Interim CEO and VP, Sales) and non-executive employees. All such awards will vest as to 1/3 of the underlying shares on each of the first three Loss Per Share The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended June 30, Nine Months Ended June 30, (in thousands, except per share data) 2024 2023 2024 2023 Numerator Net loss from continuing operations $ (11,545) $ (3,028) $ (23,683) $ (20,566) Loss from discontinued operations $ (2,413) $ (6,829) $ (4,449) $ (13,212) Net loss $ (13,958) $ (9,857) $ (28,132) $ (33,778) Denominator Weighted average number of shares outstanding - basic reflective of reverse stock split effective April 1, 2024 9,044 5,393 9,006 4,555 Effect of dilutive securities Common shares underlying the warrant — — — — Stock options — — — — PSUs, RSUs, and restricted stock — — — — Weighted average number of shares outstanding - diluted reflective of reverse stock split effective April 1, 2024 9,044 5,393 9,006 4,555 Net loss from continuing operations per share, basic and diluted $ (1.27) $ (0.56) $ (2.63) $ (4.52) Loss from discontinued operations per share, basic and diluted $ (0.27) $ (1.27) $ (0.49) $ (2.90) Net loss per share, basic and diluted $ (1.54) $ (1.83) $ (3.12) $ (7.42) Weighted average antidilutive options, unvested RSUs and RSAs, unvested PSUs and common shares underlying warrants excluded from the computation reflective of reverse stock split effective April 1, 2024 348 382 369 253 Basic earnings per share (“EPS”) is computed by dividing net (loss) income for the period by the weighted-average number of common stock outstanding during the period. The weighted-average number of common stock outstanding includes the 1,190,000 pre-funded warrants discussed below in “Public Offerings”. Diluted EPS is computed by dividing net (loss) income for the period by the weighted average number of common stock outstanding during the period, plus the dilutive effect of outstanding RSUs, PSUs, stock options and common shares underlying warrants as applicable pursuant to the treasury stock method. Certain of the Company's outstanding share-based awards, noted in the table above, were excluded because they were anti-dilutive, but they could become dilutive in the future. The anti-dilutive stock options, shares of outstanding and unvested restricted stock and common shares underlying warrants were excluded from the computation of earnings per share for the three and nine months ended June 30, 2024 and 2023 due to the Company incurring a net loss for such period. Public Offerings On August 23, 2023, we closed our offering of 2,260,000 shares of our common stock at a price of $5.00 per share, and, to certain investors, pre-funded warrants (each, a “Pre-Funded Warrant”) to purchase 1,190,000 shares of our common stock at a price of $4.99999990 for each pre-funded warrant (which represents the per share public offering price for our common stock in such offering less the $0.0000001 per share exercise price for each such Pre-Funded Warrant), resulting in net proceeds to us from the offering, after deducting the placement agent commissions and other offering expenses, of approximately $15.6 million. The shares were sold by us pursuant to an Underwriting Agreement, dated as of August 17, 2023, between us and the Craig-Hallum Capital Group LLC as the sole managing underwriter. In the quarter ended March 31, 2024, certain holders of Pre-Funded Warrants exercised such warrants, resulting in the issuance to such holders of an aggregate amount of 400,000 shares of Common Stock, and in the quarter ended June 30, 2024, certain holders of Pre-Funded Warrants exercised such warrants, resulting in the issuance to such holders an aggregate amount of 790,000 shares of common stock. As of June 30, 2024, no Pre-Funded Warrants remained outstanding. On February 17, 2023, we closed our offering of 1,545,455 shares of our common stock at a price of $11.00 per share, resulting in net proceeds to us from the offering, after deducting the placement agent commissions and other offering expenses, of $15.4 million. The shares were sold by us pursuant to a Securities Purchase Agreement, dated as of February 17, 2023, between the Company and each purchaser named in the signature pages thereto and a Placement Agency Agreement, dated as of February 15, 2023, by and between the Company and A.G.P./Alliance Global Partners. Future Issuances Common stock reserved for future issuances as of June 30, 2024 was as follows: Amount Exercise of outstanding stock options 632 Unvested RSUs 927,985 Unvested PSUs (at 100% maximum payout) 120,054 Issuance of stock-based awards under the Equity Plans 42,666 Purchases under the officer and director share purchase plan 8,874 Total reserved 1,100,211 |