Stockholders' Equity

9 Months Ended

Sep. 26, 2020

Equity [Abstract]

Stockholders' Equity

3. Stockholders’ Equity

The following is a summary of stockholders’ equity transactions for the three and nine months ended September 26, 2020:

	Convertible Preferred Stock				Common Stock					Capital in Excess of Par Value		Accumulated Deficit			Total
	Shares		Amount		Shares			Amount
Balance at June 27, 2020		328,925	$	—		2,750,955		$	3,000	$	332,993,000	$	(330,796,000	)	$	2,200,000
Issuance of common Stock for a preferred equity interest in real estate						400,000			—		1,600,000					1,600,000
Warrant exercises						828			—		2,000					2,000
Stock-based compensation											22,000					22,000
Cancellation of shares from the reverse stock split						(3	)		—
Net loss													(606,000	)		(606,000	)
Balance at September 26, 2020		328,925	$	—		3,151,780		$	3,000	$	334,617,000	$	(331,402,000	)	$	3,218,000

	Convertible Preferred Stock				Common Stock					Capital in Excess of Par Value		Accumulated Deficit			Total
	Shares		Amount		Shares			Amount
Balance at December 31, 2019		328,925	$	—		1,773,189		$	2,000	$	330,474,000	$	(328,973,000	)	$	1,503,000
Issuance of common Stock for a preferred equity interest in real estate						400,000			—		1,600,000					1,600,000
Warrant exercises						978,594			1,000		2,478,000					2,479,000
Stock-based compensation											65,000					65,000
Cancellation of shares from the reverse stock split						(3	)		—
Net loss													(2,429,000	)		(2,429,000	)
Balance at September 26, 2020		328,925	$	—		3,151,780		$	3,000	$	334,617,000	$	(331,402,000	)	$	3,218,000

The following is a summary of stockholders’ equity transactions for the three and nine months ended September 28, 2019:

	Convertible Preferred Stock				Common Stock				Capital in Excess of Par Value		Accumulated Deficit			Total
	Shares		Amount		Shares		Amount
Balance at June 29, 2019		328,925	$	—		550,260	$	1,000	$	327,956,000	$	(324,670,000	)	$	3,287,000
Issuance of common stock (net of costs)															—
Stock-based compensation										23,000					23,000
Net loss												(2,375,000	)		(2,375,000	)
Balance at September 28, 2019		328,925	$	—		550,260	$	1,000	$	327,979,000	$	(327,045,000	)	$	935,000

	Convertible Preferred Stock					Common Stock				Capital in Excess of Par Value		Accumulated Deficit			Total
	Shares			Amount		Shares		Amount
Balance at December 31, 2018		330,787		$	—		327,060	$	1,000	$	326,488,000	$	(319,744,000	)	$	6,745,000
Conversion of Series E preferred stock to common stock		(1,862	)		—		53,200		—		—					—
Issuance of common stock (net of costs)							170,000		—		1,421,000					1,421,000
Stock-based compensation											70,000					70,000
Net loss													(7,301,000	)		(7,301,000	)
Balance at September 28, 2019		328,925		$	—		550,260	$	1,000	$	327,979,000	$	(327,045,000	)	$	935,000

Stock Options

At September 26, 2020, we had two active equity award option plans, the 2003 Equity Incentive Plan and the 2013 Equity Incentive Plan (collectively, the “Stock Option Plan”), although we can only grant new options under the 2013 Equity Incentive Plan. Under our Stock Option Plan, stock awards were made to our directors, key employees, consultants, and non-employee directors and consisted of stock options, restricted stock awards, performance awards, and performance share awards. Stock options were granted at prices no less than the market value on the date of grant. There were no stock option exercises during the three and nine months ended September 26, 2020 or during the three and nine months ended September 28, 2019.

The impact to the condensed consolidated statements of operations for the three and nine months ended September 26, 2020 on net loss was $22,000 and $63,000 and $0.01 and $0.03 on basic and diluted net loss per common share, respectively, compared to $20,000 and $62,000 and $0.04 and $0.14 on basic and diluted net loss per common share for the three and nine months ended September 28, 2019. No stock compensation cost was capitalized during either period. The total compensation cost related to nonvested awards not yet recognized was $17,000 and the weighted-average period over which the cost is expected to be recognized was 3 months at September 26, 2020.

The following is a summary of stock option transactions under our Stock Option Plans at September 26, 2020:

	Number of Shares		Price Per Share		Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
Balance at December 31, 2019		13,725	$	19.20 - $51,480	$	252.00		7,450	$	448.10
Granted		—
Exercised		—
Canceled		5,862	$	19.20 - $51,480		246.80		3,162		441.10
Balance at September 26, 2020		7,863	$	19.20 - $28,440	$	255.90		4,288	$	453.30

The outstanding options expire on various dates through the end of October 2028. The weighted-average contractual term of options outstanding is 7.7 years and the weighted-average contractual term of stock options currently exercisable is 7.4 years. The exercise prices for these options range from $19.20 to $28,440 per share, for an aggregate exercise price of $2 million. At September 26, 2020, no options had an exercise price less than the current market value.

Restricted Stock Awards

The grant date fair value of each share of our restricted stock awards is equal to the fair value of our common stock at the grant date. Shares of restricted stock under awards all have service conditions and vest over one to three years. The following is a summary of our restricted stock award transactions at September 26, 2020:

	Number of Shares		Weighted Average Grant Date Fair Value
Balance nonvested at December 31, 2019		33	$	105.00
Granted		—		—
Vested		—		—
Forfeited		—		—
Balance nonvested at September 26, 2020		33	$	105.00

The impact to the condensed consolidated statements of operations for the three and nine months ended September 26, 2020 was $0 and $2,000 and $0.00 and $0.00, respectively, and $3,000 and $8,000 and $0.01 and $0.02 on basic and diluted net loss per common share for the three and nine months ended September 28, 2019, respectively. No stock compensation cost was capitalized during the period. There was no compensation cost related to nonvested awards not yet recognized at September 26, 2020.

Warrants and Common Stock

The following is a summary of outstanding warrants at September 26, 2020:

	Common Shares
	Total		Currently Exercisable		Price per Share		Expiration Date
(1)   Warrants related to October 2015 financing		13,552		13,552	$	600.00		October 14, 2020
(2)   Warrants related to October 2015 financing		903		903	$	656.30		October 14, 2020
(3)   Warrants related to August 2016 financing		5,350		5,350	$	300.00		February 2, 2022
(4)   Warrants related to August 2016 financing		500		500	$	385.50		August 2, 2021
(5)   Warrants related to December 2016 financing		68,567		68,567	$	200.00		December 14, 2021
(6)   Warrants related to March 2018 financing		15,810		15,810	$	114.00		September 9, 2023
(7)   Warrants related to March 2018 financing		1,107		1,107	$	158.00		March 6, 2023
(8)   Warrants related to July 2018 financing		257,143		257,143	$	35.00		July 25, 2023
(9)   Warrants related to July 2018 financing		15,428		15,428	$	43.75		July 25, 2023
(10)  Warrants related to May 2019 financing		11,900		11,900	$	12.50		May 23, 2024
(11)  Warrants related to October 2019 financing		217,200		217,200	$	2.50		October 10, 2024
(12)  Warrants related to October 2019 financing		30,916		30,916	$	3.13		October 8, 2024

On October 10, 2019 we completed a public offering of an aggregate of 1,183,400 shares of our common stock (or common stock equivalents) and warrants to purchase an aggregate of 1,183,400 shares of common stock with gross proceeds to us of approximately $3.0 million. The warrants are exercisable for five years at an exercise price equal to the public offering price. The offering was priced at $2.50 per share of common stock. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was approximately $2.4 million. The placement agent received warrants to purchase 82,838 shares of common stock, at an exercise price of $3.125 that will expire October 8, 2024 and are subject to a six month lock-up. In the quarter ended December 31, 2019, 39,528 of these warrants were exercised, providing us with proceeds of $99,000. For the three and nine months ended September 26, 2020, 828 and 978,594, respectively, of these warrants were exercised, providing us with proceeds of $2,000 and $2.5 million, respectively.

On May 23, 2019 we completed a public offering of an aggregate of 170,000 shares of our common stock with gross proceeds to us of $1.7 million. The offering was priced at $10.00 per share of common stock. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was approximately $1.4 million. The placement agent received warrants to purchase 11,900 shares of common stock, at an exercise price of $12.50, that are subject to a six month lock-up and will expire May 23, 2024.

On July 30, 2018 we completed a public offering of an aggregate of 257,142 shares of our common stock (or common stock equivalents initially in the form of Series E Preferred Stock) and warrants to purchase an aggregate of 257,142 shares of common stock with gross proceeds to us of $9.0 million. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was $7.98 million. The offering was priced at $35.00 per share of common stock (or common stock equivalent), with each share of common stock (or common stock equivalent) sold with one five-year warrant to purchase one share of common stock, at an exercise price of $35.00 per share. The placement agent also received warrants to purchase 15,428 shares of common stock, at an exercise price of $43.75, that are subject to a six month lock-up and will expire July 25, 2023.

On March 7, 2018, we announced the pricing of a registered offering of common stock (and common stock equivalents) with total gross proceeds of approximately $2 million. The closing of the registered public offering was completed on March 9, 2018. The net proceeds to us from the registered offering, after deducting the placement agent fees and our estimated offering expenses, was $1.7 million. In a concurrent private placement, we issued to the investor in the registered offering, an unregistered warrant (the “Warrants”) to purchase one share of common stock for each share of common stock or Pre-funded Warrants purchased in the registered offering. The Warrants have an exercise price of $114.00 per share, shall be exercisable immediately and will expire five years and six months from the date of issuance.

Our warrants are exercisable by paying cash or, solely in the absence of an effective registration statement or prospectus, by cashless exercise for unregistered shares of common stock. The exercise price of the warrants is subject to standard antidilutive provision adjustment in the case of stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations, reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders. The exercise price of the warrants is not subject to “price-based” anti-dilution adjustment. We have determined that these warrants related to issuance of common stock are subject to equity treatment because the warrant holder has no right to demand cash settlement and there are no unusual anti-dilution rights.

Securities Purchase Agreement

We entered into a Securities Purchase Agreement with Clearday, which was consummated on July 6, 2020, pursuant to which we issued 400,000 shares of our common stock in exchange for a preferred equity interest in real estate we value at $1.6 million, implying a purchase price of $4.00 per share. We determined the valuation of the real estate based on the fact it was acquired by Clearday in an arm’s-length all-cash purchase in November 2019 and a recent broker’s price report.