Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 8 - Stockholders’ Equity

As of December 31, 2020, the Company has 50,000,000 shares of authorized common shares and 25,085,534 shares issued and outstanding, and 10,000,000 of authorized preferred shares, of which none were issued or outstanding.

Following receipt of approval from stockholders at a special meeting of stockholders held on January 17, 2018, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of common stock, at a ratio of one share for twenty-five shares, and to reduce the authorized shares of common stock from 200,000,000 to 50,000,000 shares. Additionally, following receipt of approval from stockholders at a special meeting of stockholders held on August 22, 2019, the Company filed an additional amendment to its Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of common stock, at a ratio of one share for twenty shares. All share amounts and per share prices in this Quarterly Report have been adjusted to reflect the reverse stock splits.

On March 29, 2019, the Company closed the March 2019 Public Offering of 450,000 shares of its common stock at a public offering price of $12.00 per share. The offering raised gross proceeds of $5.4 million and net proceeds of approximately $4.8 million.

On October 28, 2019, the Company closed the October 2019 Public Offering of 2,590,170 units at $2.00 per unit and 2,109,830 pre-funded units at $1.99 per pre-funded unit. The offering raised gross proceeds of approximately $9.4 million and net proceeds of approximately $8.3 million. As of December 31, 2020, the 2,109,830 pre-funded warrants issued in the October 2019 Public Offering have been exercised. Additionally, during the year ended December 31, 2020, 4,341,000 common warrants were exercised raising net proceeds of approximately $8.7 million.

In connection with the October 2019 Public Offering, the Company issued to its placement agent warrants to purchase 235,000 shares of common stock. The warrants issued to the placement agent have an exercise price of $2.60 per share and are exercisable for five years.

On February 11, 2020, the Company entered into an ATM Agreement with Wainwright, which we amended and restated on November 13, 2020 to add BTIG, LLC pursuant to which the Company may offer and sell from time to time in an “at the market offering,” at its option, up to an aggregate of $22.1 million of shares of the Company's common stock through the sales agents. During the year ended December 31, 2020, the Company sold 7,521,610 shares of its common stock under the 2020 ATM Offering resulting in aggregate net proceeds to the Company of approximately $15.8 million, and gross proceeds of $16.7 million. As of December 31, 2020, remaining availability under the ATM Agreement is $5.4 million.

On April 1, 2020, the Company acquired all of the shares of Curetis GmbH, and certain other assets and liabilities of Curetis N.V., as further described in Notes 1 and 4, and paid, as the sole consideration, 2,028,208 shares of the Company’s common stock to the Seller.

On November 25, 2020, the Company closed a private placement with one healthcare-focused U.S. institutional investor of (i) 2,245,400 shares of common stock together with 2,245,400 common warrants to purchase up to 2,245,400 shares of common stock and (ii) 2,597,215 pre-funded warrants, with each pre-funded warrant exercisable for one share of common stock, together with 2,597,215 common warrants to purchase up to 2,597,215 shares of common stock (the “2020 PIPE”). Each share of common stock and accompanying common warrant were sold together at a combined offering price of $2.065, and each pre-funded warrant and accompanying common warrant were sold together at a combined offering price of $2.055. The common warrants have an exercise price of $1.94 per share, and are exercisable commencing on the six month anniversary of the date of issuance, and will expire five and one half (5.5) years from the date of issuance. The 2020 PIPE raised aggregate net proceeds of $9.3 million, and gross proceeds of $10.0 million. As of December 31, 2020, all 2,597,215 pre-funded warrants issued in the 2020 PIPE have been exercised.

Stock options

In 2008, the Board adopted, and the stockholders approved, the 2008 Stock Option and Restricted Stock Plan (the “2008 Plan”), pursuant to which the Company’s Board of Directors may grant either incentive or non-qualified stock options or shares of restricted stock to directors, key employees, consultants and advisors.

In April 2015, the Board adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan (the “2015 Plan”); the 2015 Plan became effective upon the execution and delivery of the underwriting agreement for the Company’s IPO. Following the effectiveness of the 2015 Plan, no further grants have been made under the 2008 Plan. The 2015 Plan provides for the granting of incentive stock options within the meaning of Section 422 of the Code to employees and the granting of non-qualified stock options to employees, non-employee directors and consultants. The 2015 Plan also provides for the grants of restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and stock payments to employees, non-employee directors and consultants.

Under the 2015 Plan, the aggregate number of shares of the common stock authorized for issuance may not exceed (1) 2,710 plus (2) the sum of the number of shares subject to outstanding awards under the 2008 Plan as of the 2015 Plan’s effective date, that are subsequently forfeited or terminated for any reason before being exercised or settled, plus (3) the number of shares subject to vesting restrictions under the 2008 Plan as of the 2015 Plan’s effective date that are subsequently forfeited. In addition, the number of shares that have been authorized for issuance under the 2015 Plan will be automatically increased on the first day of each fiscal year beginning on January 1, 2016 and ending on (and including) January 1, 2025, in an amount equal to the lesser of (1) 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (2) another lesser amount determined by the Company’s Board of Directors. Shares subject to awards granted under the 2015 Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2015 Plan. However, shares that have actually been issued shall not again become available unless forfeited. As of December 31, 2020, 6,025 shares remain available for issuance under the 2015 Plan.

On September 30, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, stockholders of the Company voted to approve, among other things, a plan under which stock options to purchase an aggregate of 1.3 million shares of the Company’s common stock would be made by the Board of Directors of the Company outside of the stockholder-approved equity incentive plan to its executive officers and non-employee directors (the “2020 Stock Options Plan”). The 2020 Stock Options Plan and the grant made thereunder were approved by the Board of Directors on August 6, 2020, subject to receipt of stockholder approval at the 2020 Annual Meeting. The aggregate number of shares of the Company’s common stock authorized for issuance is 1,300,000 shares of common stock and all 1,300,000 stock options were issued on September 30, 2020. Shares subject to awards granted under the 2020 Stock Options Plan that are forfeited or terminated before being exercised will not be available for re-issuance under the 2020 Stock Options Plan. 

Replacement awards

In connection with the business combination with Curetis, the Company issued equity awards to Curetis employees (“2016 Plan”), consisting of stock options (“replacement awards”) in exchange for their Curetis equity awards. The replacement awards consisted of 134,371 stock options with a weighted average grant date fair value of $1.68. The terms of these replacement awards are substantially similar to the original Curetis equity awards. The fair value of the replacement awards for services rendered through April 1, 2020, the acquisition date, was recognized as a component of the purchase consideration, with the remaining fair value of the replacement awards related to the post-combination services recorded as stock-based compensation over the remaining vesting period.

For the years ended December 31, 2020 and 2019, the Company recognized stock compensation expense as follows:

	Years Ended December 31,
	2020		2019
Cost of services	$	2,927	$	2,781
Research and development		62,783		74,841
General and administrative		231,010		269,292
Sales and marketing		19,366		25,956
	$	316,086	$	372,870

No income tax benefit for stock-based compensation arrangements was recognized in the consolidated statements of operations due to the Company’s net loss position.

As of December 31, 2020, the Company had unrecognized expense related to its stock options of $1.3 million, which will be recognized over a weighted average period of 3.1 years.

A summary of the status of options granted is presented below as of and for the years ended December 31, 2020 and 2019:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2019		10,578		$	411.60		7.6	$	522
Granted		—		$	—
Exercised		—		$	—
Forfeited		(302	)	$	222.17
Expired		(622	)	$	269.87
Outstanding at December 31, 2019		9,654		$	418.10		8.0	$	—
Granted		1,525,000		$	2.13
Exercised		—		$	—
Assumed in business combination		134,371		$	48.40
Forfeited		(3,631	)	$	21.11
Expired		(872	)	$	473.92
Outstanding at December 31, 2020		1,664,522		$	7.99		9.4	$	—
Vested and expected to vest		1,664,522		$	7.99		9.4	$	—
Exercisable at December 31, 2020		—		$	—		—	$	—

The total fair value of options vested in the years ended December 31, 2020 and 2019 was $549,341 and $375,789, respectively. The fair value of each option grant was estimated at the date of grant using the Black-Scholes option pricing model based on the assumptions below:

	Years Ended December 31,
	2020	2019
Annual dividend	—	—
Expected life (in years)	5.25 - 6.25	—
Risk free interest rate	0.3%-0.5%	—
Expected volatility	40.9% - 46.6%	—

Restricted stock units

A summary of the status of restricted stock units granted is presented below as of and for the years ended December 31, 2020 and 2019:

	Number of Units			Weighted- Average Grant Date Fair Value
Unvested at January 1, 2019		12		$	623.20
Granted		17,150		$	8.77
Vested		(12	)	$	623.20
Forfeited		(2,175	)	$	8.80
Unvested at December 31, 2019		14,975		$	8.76
Granted		—		$	—
Vested		(5,924	)	$	8.51
Forfeited		(933	)	$	8.84
Unvested at December 31, 2020		8,118		$	8.93

As of December 31, 2020, there was approximately $49,000 of unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted average period of 1.3 years.

Stock purchase warrants

At December 31, 2020 and 2019, the following warrants to purchase shares of common stock were outstanding:

						Outstanding at December 31,
Issuance		Exercise Price		Expiration		2020 (1)		2019 (1)
	January 2010	$	3,955.00		January 2020		—		17
	March 2010	$	3,955.00		March 2020		—		7
	November 2011	$	3,955.00		November 2021		15		15
	December 2011	$	3,955.00		December 2021		2		2
	February 2015	$	3,300.00		February 2025		451		451
	May 2015	$	3,300.00		May 2020		—		6,697
	May 2016	$	656.20		May 2021		9,483		9,483
	June 2016	$	656.20		May 2021		4,102		4,102
	June 2017	$	390.00		June 2022		938		938
	July 2017	$	345.00		July 2022		318		318
	July 2017	$	250.00		July 2022		2,501		2,501
	July 2017	$	212.60		July 2022		50,006		50,006
	February 2018	$	81.25		February 2023		9,232		9,232
	February 2018	$	65.00		February 2023		92,338		92,338
	October 2019	$	2.00		October 2024		359,000		4,700,000
	October 2019	$	2.60		October 2024		235,000		235,000
	November 2020	$	1.94		May 2026		4,842,615		—
	November 2020	$	2.68		May 2026		242,130		—
							5,848,131		5,111,107

The warrants listed above were issued in connection with various equity, debt, preferred stock or development contract agreements.

(1) Warrants to purchase fractional shares of common stock resulting from the reverse stock split on August 22, 2019 were rounded up to the next whole share of common stock on a holder by holder basis.