XML 26 R14.htm IDEA: XBRL DOCUMENT v3.24.3
Warrants to Acquire Shares of Common Stock
 9 Months Ended
Sep. 30, 2024
Warrants and Rights Note Disclosure [Abstract]  
Warrants to Acquire Shares of Common Stock Warrants to Acquire Shares of Common Stock
Warrants Outstanding

The following is a summary of the activity of the Company's warrants to acquire shares of common stock for the nine months ended September 30, 2024 (in thousands except per share data):
 
Warrant IssuanceOutstanding, December 31, 2023GrantedExercisedExpiredOutstanding, September 30, 2024Exercise Price per ShareExpiration
Warrants classified as equity:
August 2024 Registered Direct Offering— 15,849 — — 15,849 $1.20 August 2029
August 2024 Registered Direct Offering Pre-Funded Warrants— 9,479 — — 9,479 $0.0001 n/a
March 2024 Registered Direct Offering— 13,029 — — 13,029 $1.41 September 2029
March 2024 Registered Direct Offering Pre-Funded Warrants— 2,029 (2,029)— — $0.0001 n/a
January 2024 Offering— 12,000 (533)— 11,467 $0.75 January 2029
January 2024 Offering Pre-Funded Warrants— 1,870 (1,870)— — $0.0001 n/a
November 2023 Registered Direct Offering3,652 — — — 3,652 $0.75 January 2029
February 2023 Offering7,206 — (212)— 6,994 $0.75 February 2028
April 2022 Offering766 — — — 766 $5.40 April 2027
April 2022 Offering - Modified Warrants3,864 — — — 3,864 $0.75 January 2029
January 2020 Offering309 — — — 309 $3.93 July 2025
July 2020 PIPE Offering25 — — — 25 $3.30 August 2025
Other32 — — (32)— $7.50 June 2024
15,854 54,256 (4,644)(32)65,434 

Subsequent to September 30, 2024, 6,000,000 pre-funded warrants issued in the August 2024 Registered Direct Offering were exercised for shares of common stock.

Warrants Classified as Equity

The warrants to acquire shares of common stock issued during the August 2024 Registered Direct Offering, the March 2024 Registered Direct Offering, and the January 2024 Offering were recorded as equity upon issuance. During its evaluation of equity classification of these warrants, the Company considered the conditions as prescribed within ASC 815-40, Derivatives and Hedging, Contracts in an Entity’s own Equity (“ASC 815-40”). The conditions within ASC 815-40 are not subject to a probability assessment. The warrants to acquire shares of common stock do not fall under the liability criteria within ASC 480, Distinguishing Liabilities from Equity, as they are not puttable and do not represent an instrument that has a redeemable underlying security. The warrants do meet the definition of a derivative instrument under ASC 815 but are eligible for the scope exception as they are indexed to the Company’s own stock and would be classified in permanent equity if freestanding.

In connection with the closing of the January 2024 Offering at a combined offering price of $0.75, the Company agreed to (i) reduce the exercise price of an aggregate of 3,863,851 warrants that were issued to certain purchasers in an underwritten public offering that closed on April 5, 2022 (the "April 2022 Offering") to $0.75, (ii) reduce the exercise price of an aggregate of 3,652,300 warrants that were issued in the November 2023 Registered
Direct Offering to $0.75, and (iii) extend the termination date of the April 2022 Offering warrants and the November 2023 Registered Direct Offering warrants to January 8, 2029. Concurrent with the closing of the January 2024 Offering, the exercise price of an aggregate of 7,220,217 warrants issued in the February 2023 Offering were also reduced to an exercise price of $0.75 per share. The Company accounted for these amendments as a cost to issue equity with the incremental fair value of approximately $0.7 million recognized as an offset to the proceeds received. However, there was no net impact to the consolidated statements of stockholders' equity (deficit) because the warrants are equity classified.