Equity

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Equity

NOTE 3 - EQUITY:

a.	On April 19, 2021, the Company filed with the Secretary of State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a one-for-fifteen reverse stock split of its common stock, par value $0.0001 per share, effective as of April 26, 2021, which decreased the number of issued and outstanding shares of common stock and restricted stock as of March 31, 2021 from 117.8 million shares to 7.9 million shares.  All related share and per share data have been retroactively applied to the financial statements and their related notes for all periods presented.
b.	On February 8, 2021, the Company closed an underwritten public offering of 1,935,484 units (“Units”), with each Unit being comprised of one share of the Company’s common stock, par value $0.0001 per share, and one Series G warrant to purchase one-half of one share of Common Stock.In connection with this public offering, the underwriter exercised its over-allotment option in full and purchased an additional 290,322 shares of common stock and 145,161 Series G Warrants. The offering price to the public was $9.30 per Unit. The Series G Warrants are immediately exercisable at a price of $10.23 per and expire five years from the date of issuance. The Company granted the Underwriter a compensation warrant to purchase up to 111,290 shares of Common Stock. The Underwriter Warrants have an exercise price of $10.23 per share and are exercisable immediately and for five years from the date of effectiveness of the registration statement in connection with the Offering. The net proceeds to the Company from the Offering, after giving effect to the exercise of the Underwriter’s over-allotment option, were approximately $18.9 million, after deducting underwriting discounts and commissions and payment of other estimated expenses associated with the Offering, but excluding the proceeds, if any, from the exercise of Series G Warrants sold in the Offering.
c.	During the three months ended March 31, 2021, the Company sold 818,523 shares of its common stock pursuant to its at-the-market (ATM) issuance sales agreement with an Underwriter. These sales resulted aggregate gross proceeds to the Company of approximately $5,659,000.
d.	On February 3, 2021, the Company entered into a Distribution Agreement with three China-based partners, pursuant to which the Chinese partners will be responsible for conducting the necessary registration trials for commercial approval of the Company’s products in China, followed by an eight-year exclusive distribution right to sell the Company’s products in China with the term of the agreement continuing on a year-to-year basis unless terminated. Under the Distribution Agreement, the China-based partners will be subject to minimum purchase obligations. The Distribution Agreement may be terminated for cause upon failure to meet minimum purchase obligations, failure to obtain regulatory approvals or for other material breaches. In addition, and on the same day, the Company entered into an investment transaction with one of the Chinese parties to the Distribution Agreement, , which included (i) a Securities Purchase Agreement, or the SPA, pursuant to which investor agreed to invest $900,000 in exchange for 89,445 shares of the Company’s common stock at a purchase price of $10.062 per share.

e.	During the three months ended March 31, 2021, Series F and Series G warrants to purchase shares of common stock were exercised by investors at an exercise price of $7.425 and $10.23 per share, resulting in the issuance of 1,225,412 shares of common stock for proceeds of approximately $9,469,000.
f.	During the three months ended March 31, 2021, all the remaining 17,303 shares of Series B Convertible Preferred Stock were converted into 207,528 shares of common stock.
g.	During the three months ended March 31, 2021, 625 shares of Series C Convertible Preferred Stock were converted into 831 shares of common stock.
h.	On January 11, 2021 the Company granted to employees options to purchase a total of 1,400 shares of the Company’s common stock. The options have an exercise prices of $10.05 per share, which was the fair market value of the Company’s common stock on the date of the grant. The options are subject to a three-year vesting period, with one-third of such awards vesting each year. In calculating the fair value of the above options the Company used the following assumptions: dividend yield of 0% and expected term of 5.5-6.5 years; expected volatility of 129.12%-136.78%; and risk-free interest rate of 0.59%-0.76%. The fair value of the above options, using the Black-Scholes option-pricing model, was approximately $12,635.
i.	On January 11, 2021, the Company granted 4,200 restricted shares of the Company’s common stock to employees and directors. The shares are subject to a three-year vesting period, with one-third of such awards vesting each year. The fair value of the above restricted shares was approximately $42,207.
j.	As of March 31, 2021, there were 1,718 shares of Series C Preferred Stock outstanding, convertible into an aggregate of 2,280 shares of our common stock.

As of March 31, 2021, the Company has outstanding warrants to purchase an aggregate of 1,794,158 shares of common stock as follows:

	Number of underlying Common stock		Weighted average exercise price
Series E Warrants		198,159	$	27.000
Series F Warrants		433,878	$	7.425
Series G Warrants		1,092,344	$	10.230
Underwriter Warrants		18,277	$	7.425
Other warrants		51,500	$	225.000 and above
Total Warrants		1,794,158	$	35.207

As of March 31, 2021, the Company had 155,000,000 authorized shares of capital stock, par value $0.0001 per share, of which 150,000,000 are shares of common stock and 5,000,000 are shares of “blank check” preferred stock.