Capital Stock

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Capital Stock

Capital Stock

Common Stock

Subsequent to the end of the year, on January 3, 2023, the Company effected a 1-for-15 reverse stock split of its Common Stock. All Common Stock share information (including treasury share information) in our Consolidated Financial Statements and in the following capital stock discussion and tables are shown as adjusted for this stock split retrospectively for all periods represented herein.

The Company’s common stock, par value $0.0001 per share (the “Common Stock”), is listed on the Nasdaq Capital Market (“Nasdaq”). As of December 31, 2022 we had 150,000,000 shares of our $0.0001 par value Common Stock authorized, with 2,070,861 and 2,063,308 shares issued and outstanding, respectively.

The following table provides a summary of Common Stock activity for the years ended December 31, 2022 and 2021 (in thousands):

Issued Shares as of December 31, 2020	533
Issuances from Private Placements	267
Issuances from Preferred Stock Conversions	1,257
Issuances related to vested restricted units	13
Issuance of shares for services	1
Issued Shares as of December 31, 2021	2,071
Less Treasury Shares:	8
Outstanding Shares as of December 31, 2021	2,063
Issued Shares as of December 31, 2022	2,071
Less Treasury Shares:	8
Outstanding Shares as of December 31, 2022	2,063

During the year ended and December 31, 2021, 1,257,000 shares of the Company’s Common stock were issued in relation to preferred stock conversions, and 13,000 shares were issued upon the vesting of restricted stock units, respectively. See Note 11 - Preferred Stock and Note 12 - Stock Based Compensation for further information.

Issuance for Professional Service Fees

On January 21, 2021, the Company issued 1,000 shares of Common Stock as payment for services, with a fair value equal to $100,000, related to a financial advisory agreement entered into on January 15, 2021.

During the year ended December 31, 2021, the Company recorded stock-based professional services expense of $390,000 relating to the issuance of the shares above, which is included as a component of general and administrative expense in the accompanying consolidated Statements of Operations.

Issuance Pursuant to Equity Financing

On June 30, 2021, the Company closed on a concurrent public offering of 267,000 shares of Common Stock, Series A Warrants to purchase 66,667 shares of the Company’s Common Stock at an exercise price of $60.00 per share, and private placement of Series B Warrants to purchase 200,000 shares of common stock at an exercise price of $66.00 per share for gross proceeds of $12,400,000. Issuance costs for this transaction were $896,000, resulting in net proceeds of $11,504,000.

Warrants

On June 30, 2021, the Company issued Series A Warrants to purchase up to 66,667 shares of Common Stock, and Series B Warrants to purchase up to 200,000 shares of Common Stock, pursuant to a securities purchase agreement with certain accredited investors. The Series A Warrants had an original term of 6 months and are initially exercisable at $60.00 per share. The Series B Warrants have a term of 3 years, commencing six months and one day from the date of issuance, and are initially exercisable at $66.00 per share. All of the warrants are subject to cashless exercise if, at the time of exercise, the Warrant Shares are not subject to an effective resale registration statement. The Warrants are also subject to adjustment in the event of (i) stock splits and dividends, (ii) subsequent rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the sale of the Company, business combinations, and reorganizations. The Warrants do not have any price protection or price reset provisions with respect to future issuances of securities. The fair value of the Series A and B Warrants was recorded to additional paid-in capital during the year ended December 31, 2021. As of December 31, 2022, no warrants had been exercised.

On December 31, 2021, the Company agreed with all the holders of Series A Warrants to amend the terms of the Series A Warrants to extend the Termination Date from January 4, 2022 to January 4, 2023. All other terms of the Series A Warrants will remain in full force and effect. The modification resulted in an incremental value adjustment, and deemed dividend, of $37,000, which was recorded to additional paid in capital on December 31, 2022.

On January 3, 2023, the Company agreed with all the holders of Series A Warrants to amend the terms of the Series A Warrants to extend the Termination Date from January 4, 2023 to January 4, 2024. All other terms of the Series A Warrants will remain in full force and effect.

Warrants outstanding as of December 31, 2022 are as follows:

Issue Date	Warrants Issued	Exercise Price		Expiration Date
October 21, 2020	34,767	$	61.20	April 22, 2023
December 6, 2020	41,667	82.35		June 7, 2023
June 30, 2021 - Series A*	66,667	60.00		January 4, 2024
June 30, 2021 - Series B	200,000	66.00		June 28, 2024
	343,101
*The Series A warrant’ expiration date has been updated to reflect the extension described above that occurred on January 3, 2023.

Warrant activity for the years ended December 31, 2022 and 2021 is presented below:

	Outstanding
	Number of Warrants	Weighted Average Exercise Price
Warrants outstanding and exercisable, December 31, 2020	76,434	$	72.75
Granted	266,667	64.50
Warrants outstanding and exercisable, December 31, 2021	343,101	66.34
Warrants outstanding and exercisable, December 31, 2022	343,101	$	66.34

Treasury Shares

The Company maintains Treasury Stock for the Common Stock shares bought back by the Company when they withhold shares to cover taxes on stock compensation transactions. There were no treasury stock transactions during the years ended December 31, 2022 and 2021, and the treasury shares outstanding were 7,553 as of December 31, 2022 and 2021.