Annual report [Section 13 and 15(d), not S-K Item 405]

Stockholders??? Equity

v3.25.1
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
Stockholders’ Equity Stockholders’ Equity
The Company reserved the following shares for future issuance:
December 31, 2024 December 31, 2023
Common stock reserved for 2016 Plan
 —  — 
Common stock reserved for 2020 Plan
 20,011  11 
Common stock reserved for 2022 Long-Term Incentive Plan
 152,896  1,486 
Common stock reserved for 2024 Plan
 159,319  — 
Common stock reserved for warrants 6,554  191 
Warrants to purchase Series E preferred stock
 34  34
Common stock reserved for stock options issued and outstanding
102  92 
Common stock reserved for unvested restricted stock units outstanding
 7,425  84 
Common stock reserved for Keystone ELOC —  9 
Common stock reserved for 2024 Inducement Awards
 1,334  — 
Other reserved shares related to preferred stock agreements
 —  37 
Total shares reserved
 347,675  1,944 
At-the-Market Offering
In March 2022, the Company entered into a sales agreement with Alliance Global Partners ("AGP") as sales agents, pursuant to which the Company may issue and sell shares of its common stock for an aggregate maximum offering of $5.0 million under an at-the-market ("ATM") offering program. AGP are entitled compensation up to 3% of the aggregate gross proceeds for the common stock sold through the at-the-market program.
In October 2024, the Company entered into an amendment to the sales agreement allowing the issuance and sale of additional shares of its common stock for an aggregate maximum offering of $63.0 million under the amended at-the-market offering program. AGP remains entitled to compensation up to 3% of the aggregate gross proceeds for the common stock sold through the amended at-the-market program. Each share of common stock grants the holder one vote and does not include cumulative voting, preemptive, subscription, or conversion rights. Dividends are subject to the discretion of the board of directors and have not been declared to date. In the event of liquidation, common stockholders are entitled to a pro-rata share of remaining assets after the settlement of all debts and liabilities, subordinate to any preferential rights of preferred stockholders.
In the first quarter of 2024, the Company received net proceeds on sales of 215 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 $2,726.57 per share.
In the third quarter of 2024, the Company received net proceeds on sales of 6,536 shares of common stock under the at-the-market offering of approximately $1.2 million after deducting $37,000 in commissions and expenses. The weighted-average price of the common stock was $181.02 per share.
In the fourth quarter of 2024, the Company sold 612,702 shares of common stock under the at-the-market offering for approximately $19.8 million total net proceeds, after deducting $0.8 million in commissions and expenses. The weighted-average price of the common stock was $32.28 per share. As of December 31, 2024, the Company has received $18.4 million net proceeds from this transaction and recorded the $1.4 million in remaining net proceeds received on January 1, 2025 as part of other current receivables.
In January 2025, the Company sold 947,128 shares of common stock through the at-the-market offering for approximately $21.2 million in net proceeds, after deducting $0.9 million in commissions and expenses. The weighted-average sales price of the common stock was $22.39 per share. As of December 31, 2024, the Company has received $1.1 million in net
proceeds from this transaction in advance of the issuance of common stock shares, which has been recorded in accrued expenses and other current liabilities on the consolidated balance sheet.
Equity Line of Credit – Keystone Capital Partners, LLC
On July 20, 2023, the Company entered into an Equity Line of Credit ("Keystone ELOC") with a purchaser, Keystone Capital Partners, LLC (“Keystone”) whereby the Company has the right to sell up to an aggregate of $50.0 million of newly issued shares (the “Keystone ELOC Shares”) of the Company’s common stock. The aggregate number of shares that the Company can sell under the Keystone ELOC Purchase Agreement may not exceed 4.99% of the outstanding common stock, subject to certain exceptions set forth in the Keystone ELOC Purchase Agreement.
The purchase price of the shares of common stock that the Company elects to sell to the pursuant to the Keystone 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 Keystone could be obligated to pay for the common stock under the Keystone ELOC Purchase Agreement.
In the first half of 2024, the Company received net proceeds on sales of 11,595 shares of common stock of approximately $10.7 million, after deducting commissions and expenses of $1.3 million, at a weighted-average price of $925.91 per share.
In the third quarter of 2024, the Company received net proceeds on sales of 9,954 shares of common stock of approximately $3.6 million, after deducting commissions and expenses of $0.1 million, at a weighted-average price of $362.39 per share. As of December 31, 2024, Currently the Company is unable to sell any shares under the Keystone ELOC because there is no currently effective registration statement covering the resale of such shares, and the Company has no further plans to sell shares of common stock under the Keystone ELOC.
Equity Line of Credit - Liqueous, LP
On August 31, 2024 (the 'Execution Date"), the Company entered into a new ELOC with Liqueous (the "Liqueous ELOC"). The Company may sell up to an aggregate of $100 million in newly issued shares (the "Liqueous ELOC Shares") of its common stock during the Commitment Period. The Commitment Period in the agreement is defined as the period beginning on August 31, 2024 and ending either when the Company has sold shares up to $100 million or on the second anniversary of the Execution Date, whichever comes first.
Prior to August 31, 2024, stockholder approval was obtained to allow the Company the flexibility to issue more than 20% of its outstanding common stock, in connection with financing arrangements, including but not limited to the Liqueous ELOC, on June 14, 2024. This approval provides the Company with the ability to issue shares in excess of this threshold under the Liqueous ELOC or any additional financing arrangement that may require it.
The purchase price of the Liqueous ELOC Shares will be 97.0% of the lowest daily volume weighted-average price ("VWAP") of the Company's common stock during a 2-day valuation period -. There is no upper limit on the price per share that the Liqueous ELOC purchaser could be obligated to pay for the Liqueous ELOC Shares under the agreement.
The Liqueous ELOC agreement contain put option features that allows the Company to sell shares of its common stock to Liqueous at specified discounts to the prevailing market price. These put options are classified as derivatives under ASC 815, Derivatives and Hedging. As a result, the Company will continue to monitor the fair value of the put options in reporting periods and will recognize them in the consolidated financial statements if their fair values become material. During the fourth quarter of 2024, the Company sold 133,338 shares of common stock of approximately $7.4 million total net proceeds, after deducting commissions and expenses of $0.2 million, at a weighted-average price of $55.33 per share. The Company recorded $0.8 million as other expense related to the realized loss from settlement of the Liqueous ELOC derivative for the year ended December 31, 2024. As of December 31, 2024, the Company received $1.5 million in cash proceeds and the remaining $5.9 million was recorded as a shareholders receivable contra-equity balance. Under the terms of the Liqueous ELOC agreement, payment for the shares was required to be made upon the sale closing dates. Liqueous did not remit the required total funds by the sale closing dates prompting discussions on alternative payment arrangements in November and December 2024. Currently, the Company is unable to sell any shares under the Liqueous ELOC
agreement because there is no currently effective registration statement covering the resale of such shares, and the estimated fair value of the derivative was nominal as of December 31, 2024.
In February 2025, the Company determined that the remaining proceeds were uncollectible due to Liqueous' financial distress, which was assessed to have been present as of December 31, 2024. As a result, the Company recorded the $5.9 million shareholders receivable as a reduction to additional paid-in capital as of December 31, 2024. All of the 133,338 common shares issued under the Liqueous ELOC Agreement were legally issued and outstanding as of December 31, 2024. The Company has considered the implications of this breach of contract, and may pursue remedies including the potential termination of the Liqueous ELOC Agreement and rescinding the previously issued shares.
Preferred Stock Conversions
In 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, the “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, the “Senior Preferred Stock”). Under the May 2024 COD, the Company revised the conversion price of its Senior Preferred Stock 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 shares issued upon the conversion of the Senior Preferred Stock:
Series of Preferred Stock     Number of Preferred Stock Shares Converted Number of Common Stock Shares Issued Upon Conversion
Series A 251 242
Series B 1,443 1,472
Series C 500,756 521
Total 502,450 2,235
The Company concluded that the conversion was an induced conversion and the fair value for the inducement was recognized as a deemed dividend. Due to the fact that the Company does not have any retained earnings, the Company recorded the corresponding entries to additional paid-in capital and the debit/credit had a net nil impact on stockholders’ equity for the year ended December 31, 2024.
In May 2024, the holders of Series F, Series F-1, and Series F-2 exercised their option to convert the shares into common stock utilizing the Alternate Conversion (defined below) 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 (defined below) 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 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
Total Number of Common Stock Shares Issued through Conversion
 Number of Common Stock Shares Issued for Deemed Dividend in Connection with Conversion
Series F 4,448 4,323 259
Series F-1 653 758 —
Series F-2 1,153 936 74
Total 6,254 6,017 333
The Series F, Series F-1, and Series F-2 preferred stock were converted to common stock based on the triggering of the Alternative Conversion provisions. As such, the carrying value of the Series F, Series F-1, and Series 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 recorded the corresponding entries to additional paid-in capital and the debit/credit had a net nil impact on stockholders’ equity for the year ended December 31, 2024.