Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

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Stockholders' Equity
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
STOCKHOLDERS' EQUITY

Note 10 – Stockholders' Equity

 

Authorized Capital

 

As of September 30, 2020, the Company was authorized to issue 15,000,000 shares of common stock, $0.001 par value, and 500,000 shares of preferred stock, $0.001 par value. The holders of the Company's common stock are entitled to one vote per share.

 

Preferred Stock Purchase Rights

 

Effective February 14, 2017, the board of directors declared a dividend of one right ("Right") for each of the Company's issued and outstanding shares of common stock. The Rights were granted to the stockholders of record at the close of business on February 24, 2017. Each Right entitles the registered holder, upon the occurrence of certain events specified in the Rights Agreement, to purchase from the Company one one-thousandth of a share of the Company's Series A Preferred Stock at a price of $7.00, subject to certain adjustments. The Rights are not exercisable until the occurrence of certain events, including a person acquiring or obtaining the right to acquire beneficial ownership of 10% or more of the Company's outstanding common stock. The Rights are evidenced by certificates for the common stock and automatically transfer with the common stock unless they become exercisable. If the Rights become exercisable, separate certificates evidencing the Rights will be distributed to each holder of common stock. Holders of the preferred stock will be entitled to certain dividend, liquidation and voting rights. The Rights are redeemable by the Company at a fixed price as determined by the board of directors, after certain defined events.

 

On February 14, 2020, the Company amended the Rights Agreement to, among other things extend the expiration date to February 14, 2021. In connection with the Merger Agreement, the Company amended the Rights Agreement on September 30, 2020 (see Note 1.)

 

As of September 30, 2020, the Rights have no dilutive effect on the earnings per common share calculation and no shares of preferred stock have been issued. At the time of issuance, the Company determined that these Rights have a de minimis fair value.

 

Issuance of Common Stock

 

The Company has periodically issued common stock in connection with certain private and public offerings. For the nine months ended September 30, 2020, the Company received aggregate net proceeds of $2,233 from these offerings:

 

          Net  
Date   Shares     Proceeds  
March 5, 2020     851,240 (1)   $ 1,030  
January 1, 2020 through September 30, 2020 at-the-market offerings     964,102 (2)     1,203  

 

(1) Shares issued pursuant to a private placement with accredited investors for $1.21 per share.
(2)  Shares of common stock sold at various prices in at-the-market offerings from $1.18 to $1.55 per share.

 

See Note 8 for a description of the issuance of common stock on March 5, 2020 in connection with the exchange of a portion of the related party promissory notes payable.

 

At-the-Market Offering

 

On January 23, 2020, the Company sold 7,322 shares of common stock for $1.50 per share for gross proceeds of $11 in an at-the-market offering.

 

On February 3, 2020, the Company sold 140,085 shares of common stock for $1.55 per share for gross proceeds of $217 in an at-the-market offering.

 

On May 12, 2020, the Company sold 81,695 shares of common stock for $1.18 per share for gross proceeds of $97 in an at-the-market offering.

 

On May 26, 2020, the Company sold 735,000 shares of common stock for $1.38 per share for gross proceeds of $976 in an at-the-market offering.

 

As of the filing date of this Report, a total of 1,075,231 shares were sold under this program for aggregate gross proceeds of $1,512 since the sales agreement began in July 2018.