Quarterly report pursuant to Section 13 or 15(d)

Stockholders??? Equity

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Stockholders’ Equity
 3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Stockholders’ Equity

Note 11 – Stockholders’ Equity

 

Common Stock

 

On February 8, 2022, the Company issued 400,000 unregistered shares of its common stock to Rutgers, The State University of New Jersey (“Rutgers”), as partial consideration pursuant to the Second Amended and Restated Exclusive License Agreement between the Company and Rutgers. The agreement provides for (1) royalties on a tiered basis between low single digits and the mid-single digits of net sales of products using such licensed technology, (2) a one-time sales milestone fee of $100 when and if sales of products using the licensed technology reach the specified sales threshold and (3) an annual license fee of $50 over the term of the license agreement. There was also a reduction in the consideration paid to Rutgers in the event of a sublicense to a third party of the exclusive patent rights granted pursuant to the Agreement. The Company recorded a $291 research and development expense related to the issuance of the 400,000 shares based on the closing price of the Company’s common stock of $0.728 on the date of issuance.

 

For the three months ended March 31, 2023, the Company did not sell any shares of its common stock under its At-The-Market Sales Agreement with BTIG, LLC.

 

Warrants

 

All warrants issued by the Company are exercisable immediately upon issuance and have a five-year term. The warrants may be exercised at any time in whole or in part upon payment of the applicable exercise price until expiration. No fractional shares will be issued upon the exercise of the warrants. The exercise price and the number of shares purchasable upon the exercise of the warrants are subject to adjustment upon the occurrence of certain events, which include stock dividends, stock splits, combinations and reclassifications of the Company’s capital stock or other similar changes to the equity structure of the Company. The warrants do not have a redemption feature. They may be exercised on a cashless basis at the holder’s option. The warrants are classified as equity instruments.

 

As of March 31, 2023, the Company had outstanding warrants to purchase an aggregate of 238,000 shares of common stock at the exercise price of $0.75 per share, all of which are fully vested and with an expiration date of June 21, 2023. The following table summarizes the changes in warrants outstanding during 2022 and for the three months ended March 31, 2023:

 

    Shares  
Outstanding at December 31, 2021     988  
Issued     -  
Exercised     (400 )
Expired     (350 )
Outstanding at December 31, 2022     238  
Issued     -  
Exercised     -  
Expired     -  
Outstanding at March 31, 2023     238  

 

 

Basic and diluted net loss per common share

 

During the three months ended March 31, 2023 and 2022, diluted loss per common share is the same as basic loss per common share because, as the Company incurred a net loss during each period presented, the potentially dilutive securities from the assumed exercise of all outstanding stock options and warrants, would have an anti-dilutive effect. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive as of March 31, 2023 and 2022:

 

    As of March 31,  
    2023     2022  
Stock options     34,678       27,748  
Warrants     238       988  
Total     34,916       28,736