Note 6 - Stockholders' Equity, Stock Options and Warrants

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE 6 – STOCKHOLDERS’ EQUITY, STOCK OPTIONS AND WARRANTS

Equity Line

On October 24, 2019, the Company entered into an equity purchase agreement with an investor, providing for an equity financing facility. Upon the terms and subject to the conditions in the purchase agreement, the investor is committed to purchase shares having an aggregate value of up to $15,000,000 of the Company’s common stock for a period of up to three years. The Company issued to the investor 104,651 commitment shares at a fair market value of $450,000 for entering into the agreement. From time to time during the three-year commitment period, provided that the closing conditions are satisfied, the Company may provide the investor with put notices to purchase a specified number of shares subject to certain limitations and conditions and at specified prices, which generally represent discounts to the market price of the common stock. As of June 30, 2021, there was $9,200,829 of remaining available balance under the equity line, subject to shareholder approval required for additional purchases, as well as requirements for market conditions including trading volume and stock price, and subject to other limitations. During the second quarter of 2021, the Company issued 572,504 shares of its common stock valued at $588,590 pursuant to the equity line.

2021 Offerings

In June 2021, the Company completed a direct offering under its shelf registration statement of 15,520,911 shares of common stock and warrants to purchase up to 15,520,911 shares of common stock at a combined offering price of $1.375 per share, for gross proceeds of $21,341,253 and net proceeds of $19,446,296. The offering was priced at-the-market under applicable NASDAQ rules. The warrants have an exercise price equal to $1.25 per share, are exercisable on the effective date of an increase in the number of shares of the Company’s authorized common stock and will expire three years after the initial exercise date. The purchase agreement contained customary representations and warranties and agreements of the Company and the purchasers and customary indemnification rights and obligations of the parties. The Company agreed to hold a special meeting of shareholders on or prior to August 15, 2021 for the purpose of obtaining the approval to increase the number of authorized shares.   

The Company paid to the placement agent a fee equal to 7.5% of the gross proceeds received by the Company in the offering and a management fee equal to 1% of the gross proceeds received by the Company in the offering and reimbursed the placement agent for $65,000 of non-accountable and out-of-pocket expenses. The Company also agreed to pay the placement agent $15,950 for clearing fees. Also, in connection with the Offering, the Company agreed to grant the placement agent, or its designees warrants to purchase an aggregate of up to of 1,164,068 shares of its common stock (which represents 7.5% of the shares sold to investors in the Offering) at an exercise price equal to 125% of the offering price of the shares in the offering, or $1.71875. These agent warrants are exercisable on the date of the increase to the authorized shares discussed above (the “Authorized Share Increase Date”) and will expire on the earlier of (i) the date that is the 3-year anniversary of the Authorized Share Increase Date and (ii) June 14, 2026. The investor warrants and the agent warrants can be exercised by the holder paying cash or pursuant to a cashless exercise as defined in the warrant agreement.

In January and February 2021, the Company completed a series of five offerings, all of which were priced at-the-market under applicable NASDAQ rules. The first four offerings were registered direct offerings of common stock under its shelf registration statement, and in each such case, in a concurrent private placement, the Company also issued such investors one warrant to purchase common stock for each two shares purchased in the transaction. Following those four offerings, the Company completed a private placement of common stock, with each investor receiving one warrant to purchase common stock for each two shares purchased in the transaction. In each case, each such investor warrant is exercisable immediately upon issuance and will expire five and one-half years from the issue date. In each case, the Company paid to the placement agent an aggregate fee equal to 7.5% of the aggregate gross proceeds received by the Company in the offering and a management fee equal to 1% of the aggregate gross proceeds received by the Company in the offering and reimbursed the placement agent for certain non-accountable and out-of-pocket expenses. In addition, the Company granted to the placement agent, or its assigns warrants to purchase 7.5% of the shares sold to investors in the offering at an exercise price equal to 125% of the price of the shares in the transaction, with a term of five years for the registered direct offerings or five and one-half years for the private placement. These offerings were as follows:

Offering Closing Date	Shares		Sale Price per Share*		Investor Warrants		Exercise Price per Share – Investor Warrants		Placement Agent Warrants		Exercise Price per Share – Placement Agent Warrants		Gross Proceeds of Offering		Net Proceeds of Offering
January 12, 2021 (registered direct)		3,650,840	$	0.842		1,825,420	$	0.80		273,813	$	1.0525	$	3,074,007	$	2,731,766
January 21, 2021 (registered direct)		2,200,000	$	1.00		1,100,000	$	1.00		165,000	$	1.25	$	2,200,000	$	1,932,050
January 26, 2021 (registered direct)		3,414,970	$	1.20		1,707,485	$	1.37		256,123	$	1.50	$	4,097,964	$	3,668,687
February 16, 2021 (registered direct)		4,222,288	$	1.75		2,111,144	$	2.00		316,672	$	2.1875	$	7,389,004	$	6,679,989
February 23, 2021 (private placement)		9,043,766	$	1.95		4,521,883	$	2.00		678,282	$	2.4375	$	17,635,344	$	16,064,739
Total		22,531,864				11,265,932				1,689,890			$	34,396,319	$	31,077,231

* Sale price includes one share and a warrant to purchase one-half share.

2021 Warrant Exercises

During the six months ended June 30, 2021, the holders of outstanding investor warrants have exercised such warrants for the total purchase of 5,247,059 shares at a weighted average exercise price of $0.86 per share, for total proceeds of $4,495,270.

Equity Incentive Plan

The Company has an equity incentive plan, which allows issuance of incentive and non-qualified stock options to employees, directors, and consultants of the Company, where permitted under the plan. The exercise price for each stock option is determined by the Board of Directors. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to three years. Options under this plan have terms ranging from three to ten years.

The following summarizes transactions for stock options and warrants for the periods indicated:

	Stock Options					Warrants
	Number of Shares			Average Exercise Price		Number of Shares			Average Exercise Price
Outstanding at December 31, 2019		766,424		$	11.34		2,171,610		$	15.26
Issued		319,851			1.03		8,097,468			1.547
Forfeited		(72,728	)		10.58		(128,710	)		95.11
Exercised		-			-		(2,786,992	)		0.79
Outstanding at December 31, 2020		1,013,547		$	5.41		7,353,376		$	3.76
Issued		60,680			1.08		29,640,801			1.44
Forfeited		(60,447	)		8.39		-			-
Exercised		-			-		(5,247,059	)		0.86
Outstanding at June 30, 2021		1,013,780		$	5.07		31,747,118		$	2.077

Under the equity incentive plan, the Company is also authorized to issue restricted stock, restricted stock units (“RSUs”) and other awards specified under the plan. During the six months ended June 30, 2021, the Company issued 450,000 RSUs under the plan which have market, performance and service vesting conditions through January 1, 2024. During the six months ended June 30, 2021, 300,000 RSUs became vested, resulting in the issuance of the same number of shares of common stock. At June 30, 2021, there were 550,000 RSUs outstanding under the plan.

Stock-based compensation expense recognized for three months ended June 30, 2021 and June 30, 2020 was $33,243 and $134,939, respectively. Stock-based compensation expense recognized for six months ended June 30, 2021 and June 30, 2020 was $598,325 and $422,777, respectively. The Company has $41,402 of unrecognized compensation expense related to non-vested stock options that are expected to be recognized over the next 23 months and $174,027 of unrecognized compensation expense related to non-vested restricted stock units that are expected to be recognized over the next 30 months.