XML 30 R18.htm IDEA: XBRL DOCUMENT

Note 12 - Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Text Block]

12.

STOCKHOLDERS’ EQUITY

Common Stock

On March 25, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with three institutional and accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a registered direct offering (the “RDO”), an aggregate of 1,000,002 shares of the Company’s common stock at an offering price of $3.50 per share, for gross proceeds of approximately $3,500,000 before the deduction of $393,000 in placement agent fees and offering expenses. The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

On December 13, 2019, the Company entered into an At The Market Offering Agreement, by and between the Company and H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”) (the “ATM Agreement”), pursuant to which the Company may offer and sell, from time to time through H.C. Wainwright, shares of the Company’s common stock, having an aggregate offering price of up to $4,400,000 and on May 19, 2020 the ATM Agreement was amended to increase the aggregate value of up to $15,280,313 (the “HCW Shares”). As of December 31, 2020, the Company sold a total of 2,620,652 shares of the Company’s common stock for aggregate gross proceeds of $8,224,000 at an average selling price of $3.14 per share, resulting in net proceeds of approximately $7,731,000 after deducting legal expenses, accounting fees, commissions and other transaction costs of approximately $493,000.

Warrants

A summary of warrant activity is as follows:

	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contract Term
Balance at January 1, 2020		1,716,066		$	25.23		1.57
Warrants granted		–		$	–
Warrants exercised		(599,582	)	$	2.81
Warrants expired/canceled		–		$	–
Outstanding at December 31, 2020		1,116,484		$	37.27		0.49
Exercisable at December 31, 2020		1,046,631		$	34.42		0.54

Balance at January 1, 2021		1,116,484		$	37.27		0.49
Warrants granted		–		$	–
Warrants exercised		–		$	–
Warrants expired/canceled		(463,236	)	$	80
Outstanding and Exercisable at December 31, 2021		653,248		$	6.97		1.4

Equity Plans and Agreements

The Amended 2016 Equity Incentive Plan (the “Amended 2016 Plan”) was approved by the stockholders in May 2017, under which up to 60,000 shares may be issued pursuant to grants of shares, options, or other forms of incentive compensation. On June 22, 2018, the stockholders approved an amendment to the Amended 2016 Plan to increase the number of shares that may be issued to 132,500 shares. On May 30, 2019, the shareholders approved an amendment to the Amended 2016 Plan to increase the number of shares that may be issued from 132,500 shares to 392,500 shares. As of December 31, 2021, 41,386 awards were available for issuance under the Amended 2016 Plan.

On December 29, 2017, the Board of Directors of ThermoGenesis Corp. adopted the ThermoGenesis Corp. 2017 Equity Incentive Plan (the “ThermoGenesis Plan”) and on the same day granted options to purchase an aggregate of 280,000 shares of ThermoGenesis Corp. common stock to employees, directors, consultants, and advisors of ThermoGenesis Corp. The ThermoGenesis Plan was unanimously approved by the ThermoGenesis stockholders (including the Company) on December 29, 2017. The ThermoGenesis Plan authorizes the issuance of up to 1,000,000 shares of ThermoGenesis common stock. There are 30,000 shares available for issuance as of December 31, 2021.

Stock Based Compensation

The Company recorded stock-based compensation of $2,560,000 for the year ended December 31, 2021 and $880,000 for the year ended December 31, 2020, as comprised of the following:

	Year Ended December 31,
	2021		2020
Cost of revenues	$	17,000	$	9,000
Selling, general and administrative		2,275,000		757,000
Research and development		268,000		114,000
	$	2,560,000	$	880,000

On June 4, 2020, the Chief Executive Officer, Chief Financial Officer and other employees were granted 565,500 options to purchase shares of the Company’s common stock at an exercise price of $5.94 per share. In May 2021, five Company executives voluntarily surrendered the options they were awarded. At the time they were surrendered, the exercise price of the options was underwater. No payment or other consideration was paid to the Company executives for surrendering the options. In total 490,000 options were cancelled. As a result of the cancellation, the remaining unamortized expense of $2,008,000 was accelerated and expensed in the year ended December 31, 2021.

Stock Options

The Company issues new shares of common stock upon exercise of stock options. The following is a summary of option activity for the Company’s stock option plans:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at January 1, 2021		889,636		$	8.57		8.7	$	--


Granted		--
Expired		(766	)	$	272.21			$	--
Forfeited/cancelled		(535,450	)	$	5.89			$	--
Outstanding at December 31, 2021		353,420		$	12.04		6.8	$	--
Vested and Expected to Vest at December 31, 2021		326,596		$	12.46		6.7	$	--
Exercisable at December 31, 2021		279,520		$	13.29		6.6	$	--

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock.

Non-vested stock option activity for the year ended December 31, 2021, is as follows:

	Non-vested Stock Options			Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2021		658,800		$	5.25
Granted		--
Vested		(61,400	)	$	6.18
Cancelled/forfeited		(523,500	)	$	5.05
Outstanding at December 31, 2021		73,900		$	5.94

The fair value of the Company’s stock options granted for the year ended December 31, 2020 was estimated using the following weighted-average assumptions:

	Year Ended December 31,
	2020
Expected life (years)		6
Expected volatility		116	%
Risk-free interest rate		0.54	%
Dividend yield		0	%

The weighted average grant date fair value of options granted during the year ended December 31, 2020 was $5.05.

At December 31, 2021, the total compensation cost related to options granted under the Company’s stock option plans but not yet recognized was $262,000. This cost will be amortized on a straight-line basis over a weighted-average period of approximately one year and will be adjusted for subsequent forfeitures.

Net Loss Per Share

Net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents noted below is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities consisted of the following at December 31:

	2021		2020
Common stock equivalents of convertible promissory notes and accrued interest		7,960,811		7,300,897
Vested Series A warrants		--		40,441
Unvested Series A warrants⁽¹⁾		--		69,853
Warrants – other		653,248		1,006,190
Stock options		326,596		889,636
Total		8,940,655		9,307,017

⁽¹⁾	The unvested Series A warrants were subject to vesting based upon the amount of funds actually received by the Company in the second close of the August 2015 financing which never occurred. The warrants will remain outstanding but unvested until they expire in February 2021.