Equity

3 Months Ended

Mar. 31, 2024

Equity

Equity

14. Equity

On May 26, 2023, the Company’s Board of Directors approved a reverse stock split of the common stock, par value $0.01 per share, of the Company at a ratio of one-for-25 shares and a reduction in the total number of authorized shares of common stock of the Company from 350,000,000 shares to 28,000,000 shares, each effective on June 9, 2023. Accordingly, all common stock, equity award, warrant, and per share amounts have been adjusted to reflect the reverse stock split for all prior periods presented. For additional information related to the reverse stock split, see Note 1, Basis of Preparation of Financial Statements and Nature of Operations.

June 2023 Offering and Private Placement Transaction

On June 26, 2023, the Company entered into a Securities Purchase Agreement with certain institutional investors providing for the issuance and sale by the Company in a registered direct offering (the “June 2023 Offering”) of an aggregate of 790,000 shares of the Company’s common stock at a purchase price of $1.45 per share and pre-funded warrants exercisable for up to 637,587 shares of the Company’s common stock (the “June 2023 Pre-Funded Warrants”) at a purchase price of $1.4499 per June 2023 Pre-Funded Warrant. In a concurrent private placement (the “June 2023 Private Placement” and, together with the June 2023 Offering, the “June 2023 Transactions”), the Company agreed to issue warrants to purchase up to 1,427,587 shares of the Company’s common stock at an exercise price of $1.90 (the “June 2023 Warrants”). The aggregate net proceeds from the June 2023 Transactions were approximately $1.9 million.  See – Common Stock Warrants for additional information about the June 2023 Pre-Funded Warrants and the June 2023 Warrants.

November 2023 Public Offering

On November 6, 2023, the Company entered into a Securities Purchase Agreement with certain institutional investors providing for the issuance and sale by the Company in a public offering (the “November 2023 Offering”) of (i) an aggregate of 4,712,488 shares of the Company’s common stock, par value $0.01 per share (the “Common Shares”) (the “Initial Shares”); (ii) Series A common warrants (the “November 2023 Series A Warrants”) to purchase 6,000,000 Common Shares; (iii) Series B warrants (the “November 2023 Series B Warrants”) to purchase 3,000,000 Common Shares; (iv) pre-funded warrants (the “November 2023 Pre-Funded Warrants”) to purchase 1,287,512 Common Shares for aggregate net proceeds from the November 2023 Offering of approximately $3.8  million.  During the quarter ended March 31, 2024, the 488,572 November 2023 Pre-Funded Warrants were exercised for net proceeds of $48.86; 798,940 of these warrants were exercised in the fourth quarter 2023 for net proceeds of $70.89. See – Common Stock Warrants for additional information about the November 2023 Series A Warrants, the November 2023 Series B Warrants, and the November 2023 Pre-Funded Warrants.

At-the-Market Offering Agreement

During the three months ended March 31, 2024, the Company did not sell any shares of common stock under the At-the-Market-Offering-Agreement Program (“ATM Program”) ATM Program. During the three months ended March 31, 2023, the Company sold an aggregate of 109,999 shares of common stock under the ATM Program at an average price of $6.64 per share of common stock for net proceeds, after commissions and fees, of approximately $701,000.

There were no deferred ATM Program costs amortized during the three months ended March 31, 2024. Approximately $23,000 of deferred ATM Program costs were amortized during the three months ended March 31, 2023. At March 31, 2024 and December 31, 2023, there was no remaining balance of deferred ATM Program costs, recorded in Prepaid expenses and other assets on the interim Condensed Consolidated Balance Sheets.

As of March 31, 2024 the ATM Program was no longer in effect as the 2020 Registration Statement filed on Form S-3 filed with SEC on October 1, 2020 expired on October 1, 2023.

Equity Incentive Plans

Restricted Stock Grants

The following table summarizes the status and activity of the Company’s restricted stock grants at March 31, 2024 and 2023, and the changes during the three months then ended:

	Three Months Ended March 31,
	2024			2023
		Weighted			Weighted
		Average			Average
		Grant Date			Grant Date
	Number of	Fair Value		Number of	Fair Value
Restricted Stock Grants	Shares	Per Share		Shares	Per Share
Outstanding at beginning of period	5,800	$	8.89	19,800	$	10.95
Granted during the period	—		—	—		—
Restrictions lifted during the period	—		—	(1,333)		11.15
Forfeited during the period	—		—	—		—
Outstanding at end of period	5,800	$	8.89	18,467	$	10.94

Restricted Stock Units

The following table summarizes the status and activity of the Company’s restricted stock units at March 31, 2024 and 2023, and the changes during the three months then ended:

	Three Months Ended March 31,
	2024			2023
		Weighted			Weighted
		Average			Average
		Grant Date			Grant Date
	Number of	Fair Value		Number of	Fair Value
Restricted Stock Units	Shares	Per Share		Shares	Per Share
Outstanding at beginning of period	272,409	$	13.09	232,409	$	15.06
Granted during the period	—		—	—		—
Shares issued during the period	—		—	—		—
Forfeited during the period	—		—	—		—
Outstanding at end of period	272,409	$	13.09	232,409	$	15.06

Key Employee Long-Term Incentive Plan

There were 168,000 Key Employee Long Term Incentive Plan (“KELTIP”) Units outstanding at March 31, 2024 and December 31, 2023, respectively. There were 188,000 KELTIP Units outstanding at March 31, 2023 and December 31, 2022, respectively. Under the 2023 Equity Incentive Plan (“the 2023 Plan”), the Company discontinued the KELTIP and will no longer issue KELTIP Units.

Stock-Based Compensation

Stock-based compensation expense for the periods presented is as follows:

	Three Months Ended March 31,
	2024		2023
	(in thousands)
Restricted stock grants	$	12	$	33
Restricted stock units		58		117
KELTIP units		3		39
	$	73	$	189

Common Stock Warrants

The following table summarizes the activity of the Company’s common stock warrants for the three months ended March 31, 2024 and March 31, 2023.

	Three Months Ended March 31,
	2024			2023
		Weighted			Weighted
	Number of	Average		Number of	Average
	Underlying	Exercise Price		Underlying	Exercise Price
Common Stock Warrants	Shares	Per Share		Shares	Share
Outstanding at beginning of period	11,308,314	$	1.09	392,155	$	8.58
Granted during period	—		—	—
Exercised during period
November 2023 Pre-Funded Warrants	(488,572)		0.0001	—
Expired during the period	—		—	—
Outstanding at end of period	10,819,742	$	1.14	392,155	$	8.58

The common stock warrants relate to prior registered offerings and private placements of the Company’s stock.

Common stock warrants outstanding as of March 31, 2024 are as follows:

	Number of	Exercise
Common Stock Warrants	Warrants	Price		Expiration Date
July 2019 Series A Warrants	338,155	$	8.75	January 17, 2025
April 2020 Series A Warrants	44,000	$	7.50	October 22, 2025
April 2020 Series B Warrants	10,000	$	7.50	October 22, 2025
June 2023 Warrants	1,427,587	$	1.90	December 26, 2028
November 2023 Series A Warrants	6,000,000	$	0.70	November 6, 2028
November 2023 Series B Warrants	3,000,000	$	0.70	May 6, 2025
	10,819,742

All outstanding common stock warrants are recorded in equity at March 31, 2024 and December 31, 2023, following the guidance established by ASC Topic 815-40. The Company’s common stock warrants allow for potential settlement in cash if certain extraordinary events are effected by the Company, including a 50% or greater change of control in the Company’s common stock. Since those events have been deemed to be within the Company’s control, the Company continues to apply equity treatment for these common stock warrants.