XML 35 R18.htm IDEA: XBRL DOCUMENT v3.23.3
Capital Structure
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Capital Structure Capital Structure
2023 Private Placement
On March 9, 2023, we entered into a Securities Purchase Agreement, with a single institutional investor, pursuant to which, in a private placement (the “2023 Private Placement”), we agreed to issue and sell (i) 1,650,000 shares of our common stock, par value $0.0001 per share; (ii) warrants that are exercisable six months from the date of issuance and will have a term of five years from the initial exercise date to purchase up to an additional 3,000,000 shares of our common stock (the “Series A Warrants”); (iii) warrants that are exercisable six months from the date of issuance and will have a term of two years from the initial exercise date to purchase up to an additional 3,000,000 shares of our common stock (the “Series B Warrants” and, collectively with Series A Warrants, the “Common Stock Purchase Warrants”); and (iv) pre-funded warrants (the “Pre-Funded Warrants,” and together with the Common Stock Purchase Warrants, the “Private Placement Warrants”) to purchase an additional 1,350,000 shares of our common stock (all of such shares issuable upon exercise of the Warrants, the “Warrant Shares”). On March 13, 2023, we announced that we completed the closing of the 2023 Private Placement. The purchase price of each share of common stock sold in the 2023 Private Placement was $1.50, the exercise price of each Common Stock Purchase Warrants (as defined above) is $2.04, and the exercise price of each Pre-Funded Warrant is $0.0001 and the purchase price of each Pre-Funded Warrant was $1.4999. The aggregate gross proceeds to us from the 2023 Private Placement were approximately $4.5 million, before deducting $0.3 million of placement agent fees and other offering expenses. We intend to use the net proceeds from the offering for general corporate purposes, including working capital.
On June 6, 2023, 100,000 Pre-Funded Warrants were exercised and on August 17, 2023, 549,000 Pre-Funded Warrants were exercised, bringing the total outstanding to 701,000 as of September 30, 2023.
Common Stock Reserved for Future Issuance
The following table summarizes shares of common stock reserved for future issuance as of September 30, 2023 (recorded on a post-reverse split basis):
(In thousands)Number of Shares
Restricted stock units outstanding1,912 
Stock options outstanding54 
Shares issuable upon conversion of 2025 Notes3,857 
Shares issuable upon conversion of 2026 Notes1,080 
Shares issuable upon conversion of 2021 Public Warrants1,725 
Shares issuable upon conversion of 2021 Private Warrants57 
Shares issuable upon conversion of 2021 PIPE Warrants29 
Shares issuable upon conversion of the 2023 Private Placement Series A Warrants3,000 
Shares issuable upon conversion of the 2023 Private Placement Series B Warrants3,000 
Shares issuable upon conversion of the 2023 Private Placement Pre-Funded Warrants701 
Shares available for future grant under 2021 EIP840 
16,255 

2015 Cloudbreak Incentive Plan

The following table summarizes stock option activity under the Cloudbreak Plan (recorded on a post-reverse split basis):

Number of SharesWeighted Average Exercise Price Per Share
Outstanding as of December 31, 2022138 $50.76 
Options exercised— $— 
Outstanding as of March 31, 2023138 $50.76 
Options forfeited or expired(84)$53.00 
Outstanding as of June 30, 202354 $47.35 
Options forfeited or expired— $— 
Outstanding as of September 30, 202354 $47.35 

2021 Equity Incentive Plan

The following table summarizes our RSU activity under the 2021 EIP (recorded on a post-reverse split basis):

Number of Shares
Weighted Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2022878 $6.61 
RSUs granted
663 $2.03 
RSUs vested and released
(82)$16.09 
RSUs forfeited
(118)$7.10 
Outstanding as of March 31, 2023
1,341 $3.91 
RSUs granted
1,000 $1.56 
RSUs vested and released
(277)$5.67 
RSUs forfeited
(42)$1.95 
Outstanding as of June 30, 2023
2,022 $2.55 
RSUs granted
— $— 
RSUs vested and released
(45)$8.68 
RSUs forfeited
(425)$1.83 
Outstanding as of September 30, 2023
1,552 $2.56 

2023 Inducement Equity Incentive Plan
On May 1, 2023, our Board of Directors approved up to 700,000 shares to be issued under a 2023 Inducement Equity Incentive Plan, the “2023 IEIP”. The following table summarizes our RSU activity under the 2023 IEIP:

Number of Shares
Weighted Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2022— $— 
RSUs granted
200 $1.24 
Outstanding as of June 30, 2023
200 $1.24 
RSUs granted
160 $1.01 
Outstanding as of September 30, 2023
360 $1.14 

Subsequent to September 30, 2023, 545,889 RSUs were canceled under the 2021 EIP and 160,000 RSUs were canceled under the 2023 IEIP due to the elimination of 20 positions at UpHealth, Inc. and 295,625 RSUs were accelerated in connection with the departure of our former Chief Executive Officer.