Quarterly report pursuant to Section 13 or 15(d)

Stockholders??? Equity

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Stockholders’ Equity
 6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Stockholders’ Equity Stockholders’ Equity
At-the-Market Offering
As of June 30, 2024, the Company has received net proceeds on sales of 32,163 shares of common stock under the at-the-market offering of approximately $0.6 million after deducting $28,000 in commissions and expenses. The weighted-average price of the common stock was $19.11 per share.
Equity Line of Credit
On July 20, 2023 (“Closing Date”), the Company entered into the ELOC with a purchaser (“ELOC Purchaser”) whereby the Company has the right to sell up to an aggregate of $50.0 million of newly issued shares (the “ELOC Shares”) of the Company’s common stock. The aggregate number of shares that the Company can sell under the ELOC Purchase Agreement may not exceed 4.99% of the outstanding common stock, subject to certain exceptions set forth in the ELOC Purchase Agreement.
The purchase price of the shares of common stock that the Company elects to sell to the pursuant to the ELOC Purchase Agreement will be equal to 97.0% of the lower of (i) the lowest intraday sale price of the common stock on the Company’s current trading market on the applicable purchase date or (ii) the arithmetic average of the three lowest closing sale prices during the ten trading days immediately preceding the applicable purchase date. There is no upper limit on the price per share that ELOC Purchase could be obligated to pay for the common stock under the ELOC Purchase Agreement.
As of June 30, 2024, the Company received net proceeds on sales of 1,739,958 shares of common stock of approximately $10.7 million, after deducting commissions and expenses, at a weighted average price of $6.93 per share.
Preferred Stock Conversions
On May 2024, the Company executed a Second Amended and Restated Certificate of Designations, Preferences and Rights of its Series A, Series B, and Series C preferred stock (collectively “May 2024 COD”) following the approval of the Company’s Board of Directors and the requisite numbers of Series A, Series B, and Series C preferred stockholders (collectively “Senior Preferred Stocks”). Under the May 2024 COD, the Company revised the conversion price of its Senior Preferred Stocks to $0.0462 to incentivize the holders to convert their shares into the Company’s common stock. The following table summarizes the number of common stock issued upon the conversion of the Senior Preferred Stock:
Series of Preferred Stock Number of Preferred Stock Shares Converted Number of Common Stock Issued Upon Conversion
Series A 251 36,220
Series B 1,443 220,782
Series C 500,756 78,056
Total 502,450 335,058
The Company concluded that the conversion is an induced conversion and the fair value for the inducement is recognized as a deemed dividend. Due to the fact that the Company does not have any retained earnings, the Company will record the corresponding entries to additional paid-in capital and the debit/credit has a net nil impact on stockholders’ deficit during the period ended June 30, 2024. As of June 30, 2024, the Company recorded a $5,000 entry to additional paid-in capital and common stock par value related to the Senior Preferred Stock conversions.
On May 2024, the holders of Series F, F-1, and F-2 holders exercised their option to convert the shares into common stock utilizing the Alternate Conversion feature. As part of the original terms of the Series F, the shares may be converted to common stock based on the alternate conversion price that is lower than the original conversion price of $0.1478 per share (“Alternate Conversion”) if certain events were to occur (“Triggering Event”). The Triggering Events that occurred that enabled an Alternate Conversion is the (i) failure of the applicable registration statement to be filed with the SEC on or prior to the date that is five (5) days after the applicable filing deadline, and (ii) failure to pay dividends. The Alternate Conversion price is the lowest of (i) the conversion price in effect on the conversion date of the applicable Alternate Conversion, (ii) the greater of (x) the floor price of $0.1478, and (y) 80% of the volume-weighted average price (“VWAP”) of the common stock on the trading day preceding delivery day of the conversion notice, (iii) 80% of the VWAP of common stock as of the trading day of the conversion notice delivery day, and (iv) the greater of (x) the floor price of $0.1478, and (y) 80% of the price of the quotient (I) sum of three lowest days of common stock VWAP over 15 days, divided by (II) three. The following table summarizes the number of shares of common stock issued upon the conversion:
Series of Preferred Stock Number of Preferred Stock Shares Converted Number of Common Stock Issued through Conversion Number of Common Stock Issued for Deemed Dividend in Connection with Conversion Total Number of Common Stock Issued upon Conversion
Series F 4,448 648,441 38,799 648,441
Series F-1 653 113,576 — 113,576
Series F-2 1,153 140,264 10,990 140,264
Total 6,254 902,281 49,789 902,281
The Series F, F-1, and F-2 preferred stock were converted to common stock based on the triggering of the Alternative Conversions provisions. As such, the carrying value of the Series F, F-1, and F-2 preferred stock were derecognized. Additionally, the issued shares of common stock from the Series F conversion were recognized at par value and the triggered Alternative Conversion recognized as a deemed dividend. The Company will record the corresponding entries to additional paid-in capital and the debit/credit has a net nil impact on stockholders’ deficit during the period ended June 30, 2024. As of June 30, 2024, the Company recorded a $14,000 entry to additional paid-in capital and common stock par value related to the Series F, F-1, and F-2 conversions.