Quarterly report pursuant to Section 13 or 15(d)

Temporary Equity and Stockholders' Equity

v3.21.1
Temporary Equity and Stockholders' Equity
3 Months Ended
Mar. 31, 2021
Equity [Abstract]  
Temporary Equity and Stockholders' Equity

10. TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY

 

Series B Preferred Stock

 

The Series B stockholders are entitled to cumulative cash dividends at an annual rate of 8% of the Series B liquidation value (equal to face value of $10 per share), as defined, payable when, as and if declared by the Board of Directors. Dividends earned by the Series B stockholders were $0 and $179,770 during the three months ended March 31, 2021 and 2020, respectively.

 

Effective February 16, 2021, as a result of the listing of the Common Stock on Nasdaq, all outstanding shares of Series B preferred stock were converted into 600,713 shares of Common Stock.

 

Common Stock

 

Effective February 16, 2021, the Company filed an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Common Stock at a ratio of 15-for-1 (the “Reverse Split”).

 

There were no fractional shares issued as a result of the Reverse Split. All fractional shares as a result of the Reverse Split were rounded up to the nearest whole number. The total number of the Company’s authorized shares of Common Stock or preferred stock was not be affected by the foregoing. As a result, after giving effect to the Reverse Split, the Company remains authorized to issue a total of 150,000,000 shares of Common Stock.

 

Units

 

See Note 7 – Debt Obligations for details of additional issuances of units.

 

On January 8, 2021, the Company issued an aggregate of 73,167 shares of common stock and warrants to purchase 73,167 shares of common stock at an exercise price of $6.00 per share to accredited investors with a substantive pre-existing relationship with the Company for aggregate gross proceeds of $439,000.

 

Public Offering

 

On February 19, 2021, the Company closed an underwritten public offering of Units at an offering price of $6.00 per Unit. The Company sold and issued an aggregate of 1,333,334 shares of common stock and 1,533,333 warrants at an exercise price of $6.00 per share for approximate gross and net proceeds of $8.0 million and $6.6 million, respectively, which includes offering costs of $1.4 million that include underwriting discounts and commissions and other offering expenses. In connection with the public offering, the Company issued the representative of such underwriters a common stock purchase warrant exercisable for up to 15,333 shares of common stock at an exercise price of $7.50 per share, having a fair value of $29,899.

 

Due to the successful closing of the public offering, 54,154 shares of the Company’s common stock previously issued to Kingswood Capital Markets became fully vested on February 19, 2021. As a result, the Company recognized the fair value of $268,064 as offering costs, which was recognized as a debit and credit to additional paid in capital.

 

Warrants

 

See Note 7 – Debt Obligations and elsewhere in Note 10 – Temporary Equity and Stockholders’ Equity for details on the issuances of warrants.

 

A summary of warrants activity during the three months ended March 31, 2021 is presented below:

 

    Number of Warrants   Weighted Average Exercise Price   Weighted Average Remaining Life in Years   Intrinsic Value
                 
Outstanding, January 1, 2021     969,827     $ 5.87                  
Issued     1,858,845       6.01                  
Exercised     -       -                  
Cancelled     -       -                  
Expired     (3,832 )     37.50                  
Outstanding, March 31, 2021     2,824,840     $ 5.92       1.0     $ -  
                                 
Exercisable, March 31, 2021     2,809,507     $ 5.91       1.0     $ -  

 

A summary of outstanding and exercisable warrants as of March 31, 2021 is presented below:

 

Warrants Outstanding   Warrants Exercisable
Exercise Price   Exercisable Into   Outstanding Number of Warrants   Weighted Average Remaining Life in Years   Exercisable Number of Warrants
                                 
$ 5.10     Common Stock     905,362       0.5       905,362  
$ 6.00     Common Stock     1,881,850       1.3       1,881,850  
$ 7.50     Common Stock     15,333       -       -  
$ 30.00     Common Stock     18,345       0.4       18,345  
$ 37.50     Common Stock     3,950       0.1       3,950  
        Total     2,824,840       0.7       2,809,507  

 

Stock Options

 

During the three months ended March 31, 2021 and 2020, the Company recorded stock-based compensation expense of $101,453 and $103,581, respectively, related to the amortization of stock option grants, which is reflected in general and administrative expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2021, there was $718,646 of unrecognized stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 2.39 years.