Note 14 - Common Stock

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Equity [Text Block]

14. Common Stock

The Company has 60,000,000 shares authorized as of December 31, 2024 and 38,796,922 shares of common stock available for issuance.

The following represent the Company’s common stock transactions during December 31, 2024 and 2023:

2024 Capital Transactions

On August 19, 2024, the Company entered into a securities purchase agreement ( “August Purchase Agreement”) with an investor (the “August Investor”) pursuant to which the August Investor agreed to purchase in a private placement an aggregate of 1,388,888 shares of Common Stock for the aggregate purchase price of approximately $5.0 million and a purchase price per share of $3.60 (the “August Private Placement”).

The August Purchase Agreement required the Company to increase the size of the Board by one member, to appoint a designee selected by the August Investor to the Board, and to take certain actions to ensure that the designee remains on the Board. The Company also agreed to use its reasonable best efforts to obtain approval from its stockholders at the next annual meeting of stockholders to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to eliminate classification of directors and to amend the Charter and the Company’s Third Amended and Restated Bylaws to permit special stockholder meetings to be called by holders of at least 35% of the Company’s voting power.

On April 15, 2024, the Company entered into securities purchase agreements (each an “April Purchase Agreement,” collectively the “April Purchase Agreements”) with certain investors each named therein (the “Investor,” collectively the “Investors”) pursuant to which each of the Investors agreed to purchase in a private placement an aggregate of 367,767 shares of Common Stock for the aggregate gross proceeds of approximately $1.5 million at a purchase price per unit of $4.03 (the “2024 Private Placement”).

2023 Capital Transactions

On April 12, 2023 and on March 31, 2023, the Company entered into Securities Purchase Agreements, each a Purchase Agreement, with new and existing investors, the Investors, pursuant to which the Investors agreed to purchase in a private placement an aggregate of 1,000,967 shares of common stock for the aggregate purchase price of approximately $6 million with a purchase price per unit of $6.00.

Warrants to purchase common stock activity for the year ended December 31, 2024 was as follows:

				Weighted-average
	Amount			exercise price
Outstanding at January 1, 2023		1,113,622		$	4.69
Outstanding at December 31, 2023		1,113,622			4.69
Exercised		(215,000	)		2.00
Outstanding at December 31, 2024		898,622			5.33

There was no warrant activity during the year ended December 31, 2023.

Employee Stock Purchase Plan

The Company maintains the 2013 Employee Stock Purchase Plan, or the ESPP Plan, whereas participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company’s common stock. At the conclusion of the period, participating employees can purchase shares of the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock at the beginning or end of the period. Shares are issued under the plan for the six-month periods ending June 30 and December 31. Under this plan, 7,500 shares of common stock are authorized for issuance of which 4,534 shares have been issued as of December 31, 2024. There are 2,966 shares available for issuance as of December 31, 2024 and December 31, 2023. There was no ESPP Plan activity in 2024 or 2023.