Annual report pursuant to Section 13 and 15(d)

Stockholders??? Equity

v3.22.1
Stockholders’ Equity
12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Stockholders’ Equity

Note 9. Stockholders’ Equity

 

Common Stock

 

Authorized Shares

 

The Company has 45,000,000 common shares authorized with a par value of $0.001 per share.

 

Common Stock

 

Issuance of Shares Pursuant to Conversion of Series A Preferred Stock

 

During February 2021, the Company issued 52,632 shares of common stock to a holder of its Series A Convertible Preferred Stock upon the conversion of 20,000 of such shares of Series A Convertible Preferred Stock.

 

During July 2021, the Company issued 65,953 shares of common stock to a holder of its Series A Convertible Preferred Stock upon the conversion of 25,062 of such shares of Series A Convertible Preferred Stock.

 

Issuance of Shares for Equity Financing

 

On January 6, 2021, The Company issued 72,369 shares of common stock and 90,461 5-year warrants to purchase shares of common stock at $4.00 per share pursuant to the prior receipt of $275,000 in equity financing.

 

Issuance of Shares for Common Stock Placement

 

On September 17, 2021, The Company issued 298,883 shares of common stock and 298,883 5 year warrants to purchase shares of common stock at $1.79 for aggregate gross proceeds of $525,000.

 

Issuance of Shares for Vested Restricted Stock Units

 

Between January 25, 2021 and August 13, 2021, the company issued a total of 504,965 shares of common stock to holders of fully vested restricted stock units.

 

Between October 4, 2021 and October 14, 2021, the company issued a total of 157,582 shares of common stock to holders of fully vested restricted stock units.

 

Issuance of Shares Pursuant to Settlement of Accounts Payable

 

On June 1, 2021, the Company issued 96,757 shares of common stock in full settlement of $132,557 of accounts payable. The shares had a fair value of $1.37 per share.

 

On July 14, 2021, the Company issued 29,025 shares of common stock in full settlement of $85,622 of accounts payable. The shares had a fair value of $2.95 per share.

 

On August 10, 2021, the Company issued 11,611 shares of common stock in full settlement of $29,607 of accounts payable. The shares had a fair value of $2.55 per share.

 

On August 10, 2021, the Company issued 5,458 shares of common stock in full settlement of $13,919 of accounts payable. The shares had a fair value of $2.55 per share.

 

On September 14, 2021, the Company issued 27,403 shares of common stock in full settlement of $61,930 of accounts payable. The shares had a fair value of $2.26 per share.

 

On November 1, 2021, the Company issued 15,988 shares of common stock in full settlement of $27,178 of accounts payable. The shares had a fair value of $1.70 per share.

 

On November 29, 2021, the Company issued 12,522 shares of common stock in full settlement of $17,781 of accounts payable. The shares had a fair value of $1.42 per share.

 

On December 28, 2021, the Company issued 23,037 shares of common stock in full settlement of $29,027 of accounts payable. The shares had a fair value of $1.26

 

Issuance of Shares Pursuant to Legal Settlement

 

On December 12, 2021, the Company issued 16,666 shares of common stock in settlement of $25,000 pursuant to a legal settlement.

 

Issuance of Shares for the Exercise of Options

 

On October 4, 2021, the Company issued 6,579 shares of common stock in a cashless exercise of outstanding options.

 

Equity Financing

 

During May 2020, the Company received $515,000 of a committed $565,000 from the sale of units (at a price of $3.80 per unit) comprised in the aggregate of 135,527 shares of common stock and warrants to purchase 169,409 shares of common stock, at an exercise price of $4.00 per share. As of December 310, 2021, the full amount had not been received and only $415,000 worth of the shares and warrants have been issued. The remaining $125,000 is included in equity financing within current liabilities on the consolidated balance sheet.

 

Stock Incentive Plan

 

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the year ended December 31, 2021 are:

 

    Warrant Grants     Stock Option Grants     Restricted
Stock Units
 
    Number of
shares
subject to
warrants
    Weighted-
average
exercise
price per
share
    Number of
shares
subject to
options
   

Weighted-
average
exercise
price per
share

    Number of shares
subject to
restricted
stock units
 
Balance at December 31, 2020     672,459     $ 8.09       118,388     $ 3.25       2,301,053  
Granted     389,344       2.30      
-
     
-
      894,885  
Exercised     (6,579 )     1.96      
-
     
-
      (884,348 )
Cancelled/Expired     (11,699 )    
-
     
-
     
-
      (150,833 )
Balance at December 31, 2021     1,043,525     $ 2.57       118,388     $ 3.25       2,160,757  
Exercisable at December 31, 2021     1,043,525     $ 2.57       118,388     $ 3.25       1,631,924  

 

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the year ended December 31, 2020 are:

 

    Warrant Grants     Stock Option Grants     Restricted Stock Units  
    Number of
shares
subject to
warrants
    Weighted-
average
exercise
price per
share
    Number of
shares
subject to
options
    Weighted-
average
exercise
price per
share
    Number of
shares
subject to
restricted
stock units
    Weighted-
average
exercise
price per
share
 
Balance at December 31, 2019     1,311,916     $ 9.35       338,595     $ 5.26       630,303     $
          -
 
Granted     146,053       4.51      
-
     
-
      2,222,984      
-
 
Exercised     (681,619 )     5.57       (160,291 )     4.78       (77,234 )    
-
 
Expired     (103,891 )     35.54       (59,916 )     10.55                  
Cancelled/Forfeited    
-
     
-
     
-
     
-
      (475,000 )    
-
 
Balance at December 31, 2020     672,459     $ 8.09       118,388     $ 3.25       2,301,053     $
-
 
Exercisable at December 31, 2020     672,459     $ 8.09       118,388     $ 3.25       2,301,053     $
-
 

 

The Company has classified the warrant as having Level 2 inputs, and has used the Black-Scholes option-pricing model to value the warrant. The fair value at the issuance dates for the above warrants issued during the years ended December 31, 2021 and 2020 were based upon the following management assumptions:

 

    Issuance date  
Risk-free interest rate     0.49 - 0.88 %
Expected dividend yield      - %
Expected volatility     100 %
Term     5 years  
Fair value of common stock      1.95 - 2.24  

 

The Company’s outstanding warrants and options at December 31, 2021 are as follows:

 

Warrants Outstanding   Warrants Exercisable

Exercise
Price Rang
e

  Number
Outstanding
    Weighted Average
Remaining
Contractual Life
(in years)
    Weighted
Average
Exercise Price
    Number
Exercisable
  Weighted
Average
Exercise Price
    Intrinsic 
Value
 
$ 1.79 - $20.90     1,043,525       2.98     $ 2.57     1,043,525   $ 2.57      
-
 

 

Options Outstanding   Options Exercisable
Exercise 
Price Range
  Number Outstanding     Weighted 
Average
Remaining
Contractual Life
(in years)
    Weighted
Average
Exercise Price
    Number
Exercisable
  Weighted
Average
Exercise Price
    Intrinsic 
Value
 
$ 2.64 - $28.50     118,388       2.69     $ 3.25     118,388   $ 3.25      
-
 

 

As of December 31, 2021 and 2020, the total unrecognized expense for unvested stock options and restricted stock awards was approximately $1.0 million and $2.5 million, respectively, to be recognized over a one to three-year period for restricted stock awards and one year for option grants from the date of grant.

 

Stock-based compensation expense for the years ended December 31, 2021 and 2020 was as follows:

 

    For the years ended  
    December 31,  
    2021     2020  
Stock-based compensation expense   $ 2,687,901     $ 3,284,570  

 

Stock-based compensation expense categorized by the equity components for the years ended December 31, 2021 and 2020 is as follows:

 

    For the years ended  
    December 31,  
    2021     2020  
Common stock   $ 2,687,901     $ 3,169,470  
Transfer of common stock by founders to contractors    
-
      115,100  
Total   $ 2,687,901     $ 3,284,570  

 

Stock compensation is included in general and administrative expenses on the consolidated statements of operations