Annual report pursuant to Section 13 and 15(d)

Common Stock

v3.22.4
Common Stock
12 Months Ended
Dec. 31, 2022
Common Stock  
Common Stock

Note 7 - Common Stock

 

As of December 31, 2022, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 57,873,379 and 53,772,261 shares were issued as of December 31, 2022 and December 31, 2021, respectively.

 

2022

 

Stock Option Exercises

 

During the year ended December 31, 2022 no shares of common stock were issued pursuant to the exercise of stock options.

 

2021

 

Stock Option Exercises

 

During the year ended December 31, 2021 we issued a total of 77,451 shares of common stock from the cashless exercise of options, as follows:

 

Date

 

Stock Incentive Plan

 

Stock Options

 

 

Price Per Share

 

 

Shares Issued

 

 

 

 

 

#

 

 

$

 

 

#

 

January 13 - March 19, 2021

 

2011

 

 

7,634

 

 

 

3.35

 

 

 

948

 

February 2, 2021

 

2011

 

 

20,000

 

 

 

3.80

 

 

 

6,181

 

February 8, 2021

 

2011

 

 

15,000

 

 

 

4.00

 

 

 

5,769

 

February 8, 2021

 

2015

 

 

100,000

 

 

 

5.00

 

 

 

19,446

 

February 8 - February 9, 2021

 

2015

 

 

85,000

 

 

 

4.00

 

 

 

26,357

 

February 8, 2021

 

2015

 

 

50,000

 

 

 

3.25

 

 

 

18,750

 

 

 

 

 

 

277,634

 

 

 

 

 

 

 

77,451

 

RSU Settlements

 

2022

 

During the year ended December 31, 2022 we issued a total of 297,289 shares of common stock from the settlement of RSUs, as follows:

 

Date

 

Restricted Stock Units Vested

 

 

Price Settled

Per Share

 

 

Shares Issued

 

 

Shares Withheld for Tax

 

 

 

#

 

 

$

 

 

#

 

 

#

 

March 25, 2022

 

 

15,000

 

 

 

3.01

 

 

 

15,000

 

 

 

-

 

April 13, 2022

 

 

26,250

 

 

 

2.95

 

 

 

21,712

 

 

 

4,538

 

May 1, 2022

 

 

50,000

 

 

 

2.79

 

 

 

35,000

 

 

 

15,000

 

August 3, 2022

 

 

230,102

 

 

 

1.97

 

 

 

191,992

 

 

 

38,110

 

September 7, 2022

 

 

12,000

 

 

 

1.65

 

 

 

7,038

 

 

 

4,962

 

October 4, 2022

 

 

19,905

 

 

 

1.46

 

 

 

13,022

 

 

 

6,883

 

November 1, 2022

 

 

21,750

 

 

 

1.97

 

 

 

12,344

 

 

 

9,406

 

December 15, 2022

 

 

2,000

 

 

 

1.97

 

 

 

1,181

 

 

 

819

 

 

 

 

377,007

 

 

 

 

 

 

 

297,289

 

 

 

79,718

 

 

2021

 

During the year ended December 31, 2021 we issued a total of 24,712 shares of common stock from the settlement of RSUs, as follows:

 

Date

 

Restricted Stock Units Vested

 

 

Price Settled

Per Share

 

 

Shares Issued

 

 

Shares Withheld for Tax

 

 

 

#

 

 

$

 

 

#

 

 

#

 

January 20, 2021

 

 

5,000

 

 

 

4.10

 

 

 

3,000

 

 

 

2,000

 

April 21, 2021

 

 

26,250

 

 

 

3.44

 

 

 

21,712

 

 

 

4,538

 

 

 

 

 31,250

 

 

 

 

 

 

 

 24,712

 

 

 

 6,538

 

 

Equity Capital Raises

 

2022

 

On July 29, 2022, the Company entered into an underwriting agreement with Newbridge Securities Corporation (“Newbridge”) in connection with an underwritten public offering of 3,450,000 shares of the Company’s common stock, which includes Newbridge’s exercise in full of its overallotment option (of 450,000 shares), pursuant to the Company’s “shelf” registration statement on Form S-3 (declared effective by the SEC on November 8, 2021, File No. 333-259783) (as amended and supplemented from time to time, the “2021 Form S-3”). Newbridge purchased the shares from the Company at a weighted average price of $1.87 per share. The offering closed on August 2, 2022. The Company received net proceeds of approximately $6.4 million from the offering before deducting offering expenses of $0.2 million paid by the Company.

Equity Capital Raises (continued)

 

2021

 

On February 10, 2021, the Company entered into an underwriting agreement with Cantor Fitzgerald & Co. (“Cantor”) in connection with an underwritten public offering of 3,809,524 shares of the Company’s common stock, pursuant to the Company’s “shelf” registration statement on Form S-3 (declared effective by the SEC on September 28, 2018, File No. 333-227248) (the “2018 Form S-3”). Cantor purchased the shares from the Company at a price of $4.9533 per share, and elected not to exercise an option to purchase up to an additional 571,428 shares of common stock at the same price per share. The offering closed on February 12, 2021. The Company received net proceeds of approximately $18.9 million from the offering before deducting offering expenses.

 

Equity Distribution Agreements

 

2022

 

On May 20, 2022, the Company entered into an equity distribution agreement (the “2022 EDA”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the Company’s 2021 Form S-3 through Jefferies acting as the Company’s agent and/or principal. The Company is not obligated to sell any shares under the 2022 EDA.  As of December 31, 2022, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $0.8 million under the 2022 EDA through the sale of 350,829 shares of common stock, before deducting offering expenses. See Note 11 for additional details regarding the Company’s equity distribution agreements subsequent to December 31, 2022.

 

From January 1, 2022 through May 7, 2022, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $9,500 under the 2021 EDA (as defined below) through the sale of 3,000 shares of its common stock. The Company terminated the 2021 EDA effective May 7, 2022.

 

2021

 

On September 24, 2021, the Company entered into an equity distribution agreement (the “2021 EDA”) with Cantor and Oppenheimer & Co. Inc. (“Oppenheimer”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the Company’s 2021 Form S-3 through Cantor and Oppenheimer acting as the Company’s agents and/or principals. From the 2021 EDA’s effectiveness on November 8, 2021 through December 31, 2021, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $0.7 million through the sale of 190,600 shares of its common stock.

 

On November 10, 2020, the Company entered into an equity distribution agreement (the “2020 EDA”) with Cantor and Oppenheimer to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the 2018 Form S-3 through Cantor and Oppenheimer acting as the Company’s agents and/or principals. During the year ended December 31, 2021 (and from inception of the 2020 EDA), the Company raised aggregate net proceeds (net of broker commissions and fees) of $2.7 million under the 2020 EDA through the sale of 754,348 shares of its common stock. The Company terminated the 2020 EDA effective November 8, 2021.

 

On September 7, 2018, the Company entered into an equity distribution agreement (as amended, the “2018 EDA”) with Oppenheimer to sell shares of the Company’s common stock, with an aggregate offering price of up to $10.0 million, from time to time through an “at the market” offering pursuant to the 2018 Form S-3 through Oppenheimer acting as the Company’s agent and/or principal. The Company utilized the 2018 EDA in full during the three months ended March 31, 2021, and raised aggregate net proceeds (net of broker commissions and fees) of approximately $9.7 million under the 2018 EDA since inception through the sale of 2,539,606 shares of its common stock.

 

During the year ended December 31, 2021, the Company raised aggregate net proceeds (net of broker commissions and fees) of $1.2 million under the 2018 EDA through the sale of 308,609 shares of its common stock.

2022 and 2021

 

Issuances Upon Warrant Exercises 

 

For the years ended December 31, 2022 and December 31, 2021 no warrants were exercised.