TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange CommissionSEC using a “shelf” registration process. The selling stockholders named in this prospectus may resell, from time to time, in one or more offerings, the common stockshares of Common Stock offered by this prospectus. Information about the selling stockholders may change over time. When the selling stockholders sells shares of common stockCommon Stock under this prospectus, we will, if necessary and required by law, provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add to, update, modify or replace information contained in this prospectus. If a prospectus supplement is provided and the description of the offering in the prospectus supplement varies from the information in this prospectus, you should rely on the information in the prospectus supplement. You should carefully read this prospectus and the accompanying prospectus supplement, if any, along with all of the information incorporated by reference herein and therein, before making an investment decision.

You should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not, and the selling stockholders have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus is not an offer to sell, nor are the selling stockholders seeking an offer to buy, the shares offered by this prospectus in any jurisdiction where the offer or sale is not permitted. No offers or sales of any of the shares of common stockCommon Stock are to be made in any jurisdiction in which such an offer or sale is not permitted. You should assume that the information contained in this prospectus or in any applicable prospectus supplement is accurate only as of the date on the front cover thereof or the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sales of the shares of common stockCommon Stock offered hereby or thereby.

You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.

RISK FACTORS

An investment in our securities involves certain risks. Before investing in our securities, you should carefully consider the risks, uncertainties and assumptions discussed under the heading ”Risk“Risk Factors” included in our most recent Annual Report on Form 10-K, or any updates in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and which may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange CommissionSEC in the future. The risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Any of these risks could materially and adversely affect our business, financial condition, results of operations and cash flows and could result in a loss of all or part of your investment. In any case, the value of the securities offered by means of this prospectus could decline due to any of these risks, and you may lose all or part of your investment. Please also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, and the information incorporated by reference in this prospectus contain “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Our use of the wordsWords such as “may,” “will,“should,” “could,” “would,” “could,“predicts,” “should,“potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal” or the negative of those words or otherand similar expressions, isas well as statements in future tense, are intended to identify forward-looking statements that represent our current judgment about possible future events.statements. Forward-looking statements should not be read as a guarantee of future performance or results and will probablymay not be accurate indications of when such performance or results will actually be achieved. All statements included or incorporated by reference in this prospectus, and in related comments by our management, other than statements of historical facts, including without limitation, statements about future events or financial performance, are forward-looking statements that involve certain risks and uncertainties.

TheseForward-looking statements are based on certain assumptionsinformation we have when those statements are made or our management’s good faith belief as of that time with respect to future events, and analyses madeare subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in light of our experience and perception of historical trends, current conditions and expected future developments as well as otheror suggested by the forward-looking statements. Important factors that we believecould cause such differences include, but are appropriatenot limited to:

The foregoing does not represent an exhaustive list of risks that may impact upon the forward-looking statements used herein or in the circumstances. While these statements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results.documents incorporated by reference herein. Whether actual future results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the risks and uncertainties discussed in this prospectus, any prospectus supplement and the documents incorporated by reference under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and elsewhere in those documents.

Consequently, all of the Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements made in this prospectusand forward-looking information, there may be other factors that cause results not to be as well as all of the forward-looking statements incorporated by reference to our filings under the Securities Exchange Act of 1934, as amended, are qualified by these cautionary statements and thereanticipated, estimated or intended. There can be no assurance that thethese statements will prove to be accurate as actual results or developments thatand future events could differ materially from those anticipated in the statements. Except as required by law, we anticipate will be realized or, even if realized, that they will have the expected consequences to or effects on us and our subsidiaries or our businesses or operations. We caution investors not to place undue reliance on forward-looking statements. We undertakeassume no obligation to update publicly or otherwise reviseupdate any forward-looking statements and forward-looking information, whether as a result of new information, future events or other such factors that affectotherwise. We qualify all forward-looking statements by these cautionary statements. For all forward-looking statements, we claim the subjectprotection of thesethe safe harbor for forward-looking statements except where we are expressly required to do so by law.  contained in the Private Securities Litigation Reform Act of 1995.

USE OF PROCEEDS

All shares of our common stockCommon Stock offered by this prospectus are being registered for the accounts of the selling stockholders, and we will not receive any proceeds from the sale of these shares.shares of Common Stock. However, we will receive proceeds from the exercise of the warrants to purchase Series E Preferred Stock andWarrants if the common stock warrants if such warrantsWarrants are exercised for cash. We intend to use those proceeds, if any, for working capital and general corporate purposes.

SELLING STOCKHOLDERS

On June 21, 2019, we entered into the June SPA with entities controlled by Mr. Packer and entities controlled by Mr. Hirshman, each of whom was a beneficial owner of more than 5.0% of our common stock, relating to the sale to suchSelling stockholders in a private placement of 1,600,000 shares of our Series E Preferred Stock, and seven year warrants to purchase 1,600,000 shares of our Series E Preferred Stock at an exercise price of $2.50 per share, at a purchase price per unit of $2.00 (the “June Offering”), for aggregate gross proceeds of $3,200,000 (excluding the exercise of the warrants issued in the June Offering). The June Offering closed on June 21, 2019.

On July 31, 2019, we entered into the July Preferred SPA with an entity controlled by Mr. Packer relating to the sale to such stockholder of 210,000 shares of our Series E Preferred Stock and seven year warrants to purchase 210,000 shares of our Series E Preferred Stock at an exercise price of $2.50 per share, at a purchase price per unit of $2.00 (the “July Preferred Offering”), for gross proceeds of $420,000 (excluding the exercise of the warrants issued in the July Preferred Offering). The July Preferred Offering closed on July 31, 2019.

On July 31, 2019, we entered into the July Common SPA with certain investors (selling stockholders other than Mr. Packer, Mr. Hirshman and Mr. Fashek) relating to the sale of 290,000 shares of our common stock and seven year warrants to purchase 290,000 shares of our common stock at an exercise price of $2.50 per share, at a purchase price per unit of $2.00 (the “July Common Offering”), for gross proceeds of $580,000 (excluding the exercise of the warrants issued in the July Common Offering). The July Common Offering closed on July 31, 2019.

On August 27, 2019, we entered into the Affiliate SPA with Christopher Fashek, one of our directors, relating to the sale of 25,000 shares of our common stock, and seven year warrants to purchase 25,000 shares of our common stock at an exercise price of $2.50 per share, at a purchase price per unit of $2.00 (the “Affiliated Offering”) for gross proceeds of $50,000 (excluding the exercise of the warrants issued in the Affiliated Offering). The Affilaited Offering closed on August 27, 2019. The shares of common stock and the common stock warrants sold to Mr. Fashek were not released until after the Affiliate Offering Approval was obtained from our stockholders.

Up to 4,250,0009,688,753 shares of our common stockCommon Stock are currently being offered by the selling stockholders under this prospectus. This reflectsstockholders.

Private Placement

On December 2, 2020, we entered into the sumSecurities Purchase Agreement with the Purchasers, pursuant to which we issued and sold to the Purchasers in the Private Placement an aggregate of (i) 1,600,0005,914,285 shares of common stock issuable upon conversionCommon Stock, at an offering price of the Series E Preferred Stock issued in the June Offering,$0.70 per Share and (ii) 1,600,000Pre-funded Warrants to purchase up to 2,657,144 shares of common stock issuable upon conversionCommon Stock, at a purchase price of the Series E Preferred Stock issuable upon exercise$0.699 per Pre-funded Warrant, for gross proceeds of the warrants to purchase Series E Preferred Stock issued in the June Offering, (iii) 210,000 shares of common stock issuable upon conversion of the Series E Preferred Stock issued in the July Preferred Offering, (iv) 210,000 shares of common stock issuable upon conversion of the Series E Preferred Stock issuable upon exercise of the warrants to purchase Series E Preferred Stock issued in the July Preferred Offering, (v) 290,000 shares of common stock issued in the July Common Offering, (vi) 290,000 shares of common stock issuable upon exercise of the common stock warrants issued in the July Common Offering, (vii) 25,000 shares of common stock issued in the Affiliated Offering, and (viii) 25,000 shares of common stock issuable upon exercise of the warrants issued in the Affiliated Offering.

Terms of the Series E Preferred Stock

On June 21, 2019, we filed a Certificate of Designation of the Series E Preferred Stock (the “Original Certificate of Designation”) with the Secretary of State of the State of Delaware (the “Secretary of State”).approximately $6.0 million. The Original Certificate of Designation was effective upon filing with the Secretary of State and designated the Series E Preferred Stock. On July 31, 2019 and November 18, 2019, we filed with the Secretary of State an Amended and Restated Certificates of Designation (as amended and restatedPrivate Placement closed on November 15, 2019, the “Amended Certificate of Designation”) which were effective upon filing with the Secretary of State. Pursuant to the Amended Certificate of Designation, 1,999,494 shares are designated as Series E Preferred Stock. As of January 8, 2020, we have 1,825,000 shares of Series E Preferred Stock outstanding.December 7, 2020.

The Amended CertificatePre-funded Warrants have an exercise price of Designation provided that, among other things, the Series E Preferred Stock is not convertible into our common stock until we receive Stockholder Approval at a special meeting of resolutions providing for the issuance of all of the shares of common stock issuable upon conversion of the Series E Preferred Stock in accordance with applicable law$0.001 per share. The Pre-funded Warrants are immediately exercisable and the rules and regulations of the Nasdaq Stock Market. On November 18, 2019, we obtained the Stockholder Approval.

Each share of Series E Preferred Stock is convertiblemay be exercised at any time and from time to time after the Stockholder Approval Date at the optiontheir original issuance until such Pre-funded Warrants are exercised in full. A holder of a holder of Series E Preferred Stock into one share of our common stock, provided that each holder would be prohibited from converting Series E Preferred Stock into shares of our common stock if, as a resultPre-funded Warrant may not exercise any portion of such conversion, any suchholder’s Pre-funded Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 9.99%4.99% (or, at the election of the total numberholder, 9.99%) of our outstanding shares of our common stock then issued and outstanding. This limitation may be waived with respect to a holderCommon Stock immediately after exercise, except that upon such holder’s provision of not less thanat least 61 days’ prior written notice from the holder to us.

Upon liquidation, dissolution or winding up ofus, the Company, whether voluntary or involuntary, each holder of the Series E Preferred Stock shall be entitled to receive the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series E Preferred Stock if such shares had been converted to our common stock immediately prior to such liquidation.

Shares of Series E Preferred Stock are not entitled to receive any dividends, unless and until specifically declared by the board of directors. However, holders of Series E Preferred Stock are entitled to receive dividends on shares of Series E Preferred stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the common stock when such dividends are specifically declared by the board of directors. We are not obligated to redeem or repurchase any shares of Series E Preferred Stock. Shares of Series E Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions.

Subject tomay increase the beneficial ownership limitations, each holderlimitation to up to 9.99% of Series E Preferred Stock are entitled to the number of votes equal to the number of shares of our common stock equalCommon Stock outstanding immediately after giving effect to the voting ratio set forth in the Amended Certificate of Designation.exercise. The current voting ratio, for each share of Series E Preferred Stock is equal to $2.00 divided by $3.53. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series E Preferred Stock held by each Series E Holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

Terms of thePre-funded Warrants to Purchase Series E Preferred Stock

As of January 8, 2020, we have warrants to purchase 1,810,000 shares of Series E Preferred Stock outstanding.

The warrants to purchase Series E Preferred Stock issued in the June Offering and the July Preferred Offering are immediately exercisable and can be exercised at any time from time to time for seven years following the date of issuance, at an exercise price of $2.50 per share of Series E Preferred Stock, subject to certain adjustments as set forth in the warrants. If at any time after the six month anniversary of the date of issuance of the warrants, there is no effective registration statement under the Securities Act registering the resale of the common stock underlying the Series E Preferred Stock by the selling shareholders, then the warrants may also be exercised, in whole or in part, by means of a cashless exercise.

Terms of the Warrantsexercise according to Purchase Common Stock Sold in the July Common Offering and the Affiliated Offering

As of January 8, 2020, warrants to purchase 290,000 shares of common stock sold in the July Common Offering and warrants to purchase 25,000 shares of common stock sold in the Affiliated Offering are outstanding.

The warrants to purchase common stock issued in the July Common Offering and the Affiliated Offering are exercisable and can be exercised at any time from time to time from the sixth month anniversary of the date of issuance until seven years following the date of issuance, at an exercise price of $2.50 per share of common stock, subject to certain adjustments asa formula set forth in the warrants; provided that each holder would be prohibited from exercising the common stock warrant if, as a result of such conversion, any such holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding. This limitation may be increased or decreased, but in no event exceed 4.99%, with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice to us. If at any time after the six month anniversary of the date of issuance of the warrants, there is no effective registration statement under the Securities Act registering the resale of the common stock underlying the Series E Preferred Stock by the selling shareholders, then the warrants may also be exercised, in whole or in part, by means of a cashless exercise.

Registration Rights

June SPA and July Preferred SPAPre-funded Warrants.

In connection with the June SPA andPrivate Placement, we entered into the July Preferred SPA,Registration Rights Agreement with the Purchasers, pursuant to which, among other things, we agreed to prepare and file with the Securities and Exchange Commission within 60 days of the Stockholder Approval DateSEC a registration statement coveringon Form S-3 to register for resale the resaleShares and the Pre-funded Warrant Shares by the 10th calendar day following the date of the shares of common stock issuable upon conversion of the Series E Preferred Stock and the shares of common stock issuable upon conversion of the Series E Preferred Stock issuable upon exercise of the warrants, andRegistration Rights Agreement. We have also agreed to cause such registration statement to become effective under the Securities Act within 120 daysby the 60th day following the date of the Stockholder Approval Date if there is no reviewRegistration Rights Agreement (or by the 90th day following the date of the registration statement by the Securities and Exchange Commission or within 150 days of the Stockholder Approval DateRegistration Rights Agreement if there is a review of the registration statement by the Securities and Exchange Commission. We obtained the Stockholder Approval on November 18, 2019.

If the registration statement (i) is not filed within 60 days after the Stockholder Approval Date, (ii) is not declared effective within 120 days (or 150 days, as applicable) of the Stockholder Approval Date, or (iii) ceases for any reason to be effective at any time prior to the expiration of its effectiveness period (as defined in the June SPA and the July Preferred SPA, as applicable) for more than 20 consecutive trading days in any 12 month period, thenSEC). In addition, we are required to pay to each investor who holds registrable securities (as defined in the June SPA and the July Preferred SPA, as applicable) an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the purchase price paid by such investor for the Series E Preferred Stock and the warrants to purchase shares of Series E Preferred Stock per month until the registration statement is filed or declared effective (as applicable); provided that the total amount of payments shall not exceed, when aggregated with all such payments paid to all investors party to the respective securities purchase agreement, 5% of the aggregate purchase price of the Series E Preferred Stock and warrants to purchase shares of Series E Preferred Stock sold under that securities purchase agreement.

We have also agreed that, upon thisthe registration statement being declared effective, we will use our reasonable best efforts to maintain the effectiveness of thiskeep such registration statement effective until the sharesearlier of common stock(i) the selling stockholders have sold all of the Shares and the Pre-funded Warrant Shares or (ii) such shares may be resold by the selling stockholders pursuant to Rule 144 of the Securities Act without any public information requirements or volume or manner of sale limitations.

JulyPursuant to the Registration Rights Agreement, we are registering the Shares and the Pre-funded Warrant Shares in order to permit the selling stockholders to offer such shares for resale from time to time pursuant to this prospectus. The selling stockholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act, or pursuant to another effective registration statement covering those shares.

Wainwright acted as the exclusive placement agent for the Private Placement. Pursuant to a certain engagement letter, dated August 18, 2020, we issued to the designees of Wainwright Placement Agent Warrants to purchase up to 642,857 shares of Common SPAStock, equal to 7.5% of the aggregate number of Shares and the Pre-funded Warrant Shares. The Placement Agent Warrants are exercisable immediately, have an exercise price of $0.875 per share (equal to 125% of the offering price per Share), and terminate on December 2, 2025. A holder of a Placement Agent Warrant may not exercise any portion of such holder’s Placement Agent Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. If at any time of exercise, there is no effective registration statement under the Securities Act registering the resale of the Placement Agent Warrant Shares by the selling shareholders, then the Placement Agent Warrants may also be exercised, in whole or in part, by means of a cashless exercise according to a formula set forth in the Placement Agent Warrants.

The selling stockholders do not have any registration rights in connection with the Placement Agent Warrants.

The Shares, the Pre-funded Warrants, the Pre-funded Warrant Shares, and the Placement Agent Warrant Shares have not been registered under the Securities Act and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.

September 2020 Offering

In the JulySeptember 2020 Offering, pursuant to an amended and restated underwriting agreement with Wainwright, dated September 22, 2020, we issued and sold an aggregate of 1,794,783 shares of Common SPA,Stock at an offering price to the public of $1.00 per share, for net proceeds, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us, of approximately $1.4 million. The September 2020 Offering closed on September 25, 2020. In addition, as partial compensation for Wainwright’s services as underwriter in the September 2020 Offering, we agreedissued to preparethe designees of Wainwright the September Warrants to purchase up to 134,609 shares of Common Stock at an exercise price of $1.25 per share, subject to certain adjustments as set forth in the September Warrants. The September Warrants are exercisable at any time and filefrom time to time, in whole or in part, following the date of issuance and expires on September 22, 2025.

A holder of a September Warrant may not exercise any portion of such holder’s September Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. If at any time of exercise, there is no effective registration statement under the Securities and Exchange Commission within 60 days of the Stockholder Approval Date a registration statement coveringAct registering the resale of the September Warrant Shares by the selling shareholders, then the September Warrants may also be exercised, in whole or in part, by means of a cashless exercise according to a formula set forth in the September Warrants.

August 2020 Offering

In the August 2020 Offering, pursuant to an amended and restated underwriting agreement with Wainwright, dated August 24, 2020, we issued and sold an aggregate of 4,531,434 shares of common stockCommon Stock at an offering price to the public of $0.75 per share, for net proceeds, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us, of approximately $2.7 million. The August 2020 Offering closed on August 27, 2020. In addition, as partial compensation for Wainwright’s services as underwriter in the August 2020 Offering, we issued to the designees of Wainwright the August Warrants to purchase up to 339,858 shares of common stock issuable uponCommon Stock at an exercise price of $0.9375 per share, subject to certain adjustments as set forth in the August Warrants. The August Warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and expires on August 24, 2025.

A holder of an August Warrant may not exercise any portion of such holder’s August Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the common stock warrants sold inholder, 9.99%) of our outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the Julyholder to us, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Offering, and cause suchStock outstanding immediately after giving effect to the exercise. If at any time of exercise, there is no effective registration statement to become effective under the Securities Act within 120 days of the Stockholder Approval Date if there is no review of the registration statement by the Securities and Exchange Commission or within 150 days of the Stockholder Approval Date if there is a review of the registration statement by the Securities and Exchange Commission. We obtained the Stockholder Approval on November 18, 2019.

If the registration statement (i) is not filed within 60 days after the Stockholder Approval Date, (ii) is not declared effective within 120 days (or 150 days, as applicable) of the Stockholder Approval Date, or (iii) ceases for any reason to be effective at any time prior to the expiration of its effectiveness period (as defined in the July Common SPA) for more than 20 consecutive trading days in any 12 month period, then we are required to pay to each investor who holds registrable securities (as defined in the July Common SPA) an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the purchase price paid by such investor for the common stock and common stock warrants per month until the registration statement is filed or declared effective (as applicable); provided that the total amount of payments shall not exceed, when aggregated with all such payments paid to all investors party to the July Common SPA, 5% of the aggregate purchase price of the securities sold under the July Common SPA.

We have also agreed that, upon this registration statement being declared effective, we will use our reasonable best efforts to maintain the effectiveness of this registration statement until the shares of common stock may be resold by the selling stockholders pursuant to Rule 144 of the Securities Act without volume limitations.

Affiliate SPA

In the Affiliate SPA, we agreed to prepare and file with the Securities and Exchange Commission within 60 days of the Affiliate Offering Approval Date a registration statement coveringregistering the resale of the shares of common stock and the shares of common stock issuable upon exercise of the common stock warrants sold in the Affiliate Offering, and cause such registration statement to become effective under the Securities Act, within 120 days of the Affiliate Offering Approval Date if there is no review of the registration statement by the Securities and Exchange Commission or within 150 days of the Affiliate Offering Approval Date if there is a review of the registration statement by the Securities and Exchange Commission. We obtained the Affiliate Offering Approval on November 18, 2019.

If the registration statement (i) is not filed within 60 days after the Affiliate Offering Approval Date, (ii) is not declared effective within 120 days (or 150 days, as applicable) of the Affiliate Offering Approval Date, or (iii) ceases for any reason to be effective at any time prior to the expiration of its effectiveness period (as defined in the Affiliate SPA) for more than 20 consecutive trading days in any 12 month period, then we are required to pay to each investor who holds registrable securities (as defined in the Affiliate SPA) an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the purchase price paid by such investor for the common stock and common stock warrants per month until the registration statement is filed or declared effective (as applicable); provided that the total amount of payments shall not exceed, when aggregated with all such payments paid to all investors party to the Affiliate SPA, 5% of the aggregate purchase price of the securities sold under the Affiliate SPA.

We have also agreed that, upon this registration statement being declared effective, we will use our reasonable best efforts to maintain the effectiveness of this registration statement until the shares of common stock may be resoldAugust Warrant Shares by the selling stockholders pursuantshareholders, then the August Warrants may also be exercised, in whole or in part, by means of a cashless exercise according to Rule 144 ofa formula set forth in the Securities Act without volume limitations.

August Warrants.

RelationshipsRelationship with the Selling Stockholders

EachExcept with respect to the following, none of Mr. Packer and Mr. Hirschman currently beneficially owns 9.99% of our common stock. Mr. Fashek is one of our directors.the selling stockholders has, or within the past three years has had, any position, office or other material relationship with us.

The selling stockholders that participated in the July Common Offering (selling stockholders other than Mr. Packer, Mr. Hirschman and Mr. Fashek) paid a price per share of common stock and a warrant to purchase common stock of $2.00 per unit.Private Placement.

Mr. Fashek has served as our director and chairman of the board since October 2016. On October 13, 2016, we entered into an agreement with Mr. Fashek to serve as the chairman of our board of directors. Under this agreement Mr. Fashek was paid $100,000 per year payable in semi-monthly installments. On November 1, 2017, the Compensation committee voted to increase Mr. Fashek’s consulting fee to $150,000 per year. Mr. Fashek has also received options to purchase an aggregate of 45,000 shares of our common stock during the past three years.Globis Capital Partners, L.P.

2017 Bridge Financings, Note Conversion and

2019 Warrant AmendmentsAmendment

Effective as of January 27, 2017,29, 2019, we amended certain two-year common stock warrants (the “Two-Year Warrants”) originally issued in January and February 2015 with an exercise price of either $3.00 or $6.00 previously issued in January and February 2015 (the “Two-Year Warrants”)per share to extend the expiration datedates of the Two-Year Warrants for two additional years.years (such amendment, the “Warrant Amendment”). Pursuant to the warrant amendment,Warrant Amendment, (i) the expiration datedates for the Two-Year Warrants to purchase 266,667 shares of common stockCommon Stock at $3.00 per share and the Two-Year Warrants to purchase 266,667 shares of common stockCommon Stock at $6.00 per share waswere extended to January 29, 2019,2021, (ii) the expiration datedates for the Two-Year Warrants to purchase 140,000 shares of common stockCommon Stock at $3.00 per share and the Two-Year Warrants to purchase 140,000 shares of common stockCommon Stock at $6.00 per share waswere extended to February 10, 2019,2021, and (iii) the expiration datedates for the Two-Year Warrants to purchase 13,333 shares of common stockCommon Stock at $3.00 per share and the Two-Year Warrants to purchase 13,333 shares of common stockCommon Stock at $6.00 per share waswere extended to February 23, 2019. The exercise price and all other terms of the original Two-Year Warrants remained the same. Holders of the Two-Year Warrants who entered into the warrant amendment with us included entities controlled by Mr. Packer and Mr. Packer, who at the time of the warrant amendment held Two-Year Warrants to purchase 66,666 shares of common stock at $3.00 per share and Two-Year Warrants to purchase 66,666 shares of common stock at $6.00 per share.2021.

On March 1, 2017, we completed a bridge financing, pursuant to which we received from Mr. Packer and entities controlled by Mr. Packer $250,000 of loans and issued to Mr. Packer and entities controlled by Mr. Packer convertible promissory notes (“2017 Notes”) in an aggregate principal amount of $250,000 and seven-year warrants (“2017 Warrants”) to purchase an aggregate of 100,000 shares of common stock at an initial exercise price of $5.90 per share, subject to adjustment, and are immediately exercisable. The principal amount and all accrued but unpaid interest on the 2017 Notes were due and payable on the date that is the earlier of the (i) 5-year anniversary of the date of issuance, or (ii) the date the Company completes an equity financing pursuant to which the Company issues and sells shares of capital stock resulting in aggregate proceeds of at least $2,000,000. The 2017 Notes bore interest at a rate of 6% per annum, payable on the maturity date. The 2017 Warrants are immediately exercisable. The 2017 Warrants may be exercised on a cashless basis if there is no effective registration statement registering the resale of the shares underlying the 2017 Warrants after the six month anniversary of the issuance date of the 2017 Warrants. The exercise price is adjustable for certain events, such as distribution of stock dividends, stock splits or fundamental transactions including mergers or sales of assets. A holder of the 2017 Warrants will not have the right to exercise any portion of the 2017Warrant if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the 2017 Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company.

On May 3, 2017, we completed a bridge financing, pursuant to which we received from Mr. Packer $30,000 of loans and issued to Mr. Packer 2017 Notes in an aggregate principal amount of $30,000 and 2017 Warrants to purchase an aggregate of 12,000 shares of common stock at an initial exercise price of $5.90 per share, subject to adjustment, and are immediately exercisable.

On June 3, 2017, we completed a bridge financing, pursuant to which we received from an entity controlled by Mr. Packer $500,000 of loans and issued to an entity controlled by Mr. Packer 2017 Notes in an aggregate principal amount of $500,000 and 2017 Warrants to purchase an aggregate of 200,000 shares of common stock at an initial exercise price of $5.90 per share, subject to adjustment, and are immediately exercisable.

On November 6, 2017 Mr. Packer and entities controlled by Mr. Packer purchased approximately 51 shares of our Series D Convertible Preferred Stock as part of our underwritten public offering that closed on November 6, 2018 and also received warrants to purchase 38,265 additional shares of our common stock with an exercise price of $6.95 per share. Entities controlled by Mr. Hirshman participated in the same offering and purchased approximately 20 shares of our Series D Convertible Preferred Stock and 132,653 shares of common stock and received warrants to purchase 114,795 additional shares of our common stock with an exercise price of $.95 per share.

On November 8, 2017, the 2017 Notes owned by Mr. Packer and entities controlled by Mr. Packer were converted into 74,601 shares of our common stock and 130,782 shares of our Series D Convertible Preferred Stock. Mr. Packer and entities controlled by Mr. Packer also received seven-year warrants to purchase additional 154,037 shares of our common stock with an exercise price of $6.95 per share.

On February 5, 2019, we entered into amendments to our Two-Year Warrants, as previously amended (the “Warrant Amendment”) to purchase an aggregate of 420,000 shares of common stock at an exercise price of $3.00 per share and warrants to purchase an aggregate of 420,000 shares of common stock at an exercise price of $6.00 per share to further extend the expiration date of the warrants for two additional years. In addition, the Warrant Amendment amended the exercise price with respect to the $3.00Two-Year Warrants fromwith an exercise price of $3.00 per share to $3.35 per share. The exercise price of the $6.00Two-Year Warrants was unchanged. Pursuant to the Warrant Amendment, warrants to purchase 266,667 shareswith an exercise price of common stock at $3.35 per share and warrants to purchase 266,667 shares of common stock at $6.00 per share will expire on January 29, 2021, and the warrants to purchase 140,000 shares of common stock at $3.35 per share and warrants to purchase 140,000 shares of common stock at $6.00 per share will expire on February 10, 2021, and the warrants to purchase 13,333 shares of common stock at $3.35 per share and warrants to purchase 13,333 shares of common stock at $6.00 per share will expire on February 23, 2021. The Warrant Amendment is effective as of January 29, 2019.was unchanged. All other terms of the original warrants remain the same. Holders of the warrantsTwo-Year Warrants who entered into the Warrant Amendment include entities controlled by Mr.Globis Capital Partners, L.P. and Paul Packer, and Mr. Packer, who at the timean affiliate of the Warrant Amendment held warrants to purchase 66,666 shares of common stock at $3.35 per share and warrants to purchase 66,666 shares of common stock at $6.00 per share.Globis Capital Partners, L.P.

2019 Bridge Financings

On March 29, 2019, we completed a bridge financing, pursuant to which we issued to entities controlled by Mr. Packer and entities controlled by Mr. HirshmanGlobis Capital Partners, L.P convertible notes on the aggregate principal amount of $125,000 and $100,000, respectively (collectively the “Notes”(the “2019 Notes”) and seven-year warrants (the “Warrant”“Seven-Year Warrant”) to purchase an aggregate of 50,000 shares and 40,000 shares, respectively, of our common stockCommon Stock or seriesSeries C preferred stockPreferred Stock at an exercise price of the lesser of: (a) 80% (i.e.(i.e., a 20% discount) of the exercise price per share of the warrants to purchase shares of the Company’sour capital stock issued in theour first equity financing of the Company following the date of issuance, or (b) $4.80, with a stipulation that in no event will the exercise price be less than $3.00 per warrant share.

The principal amount and all accrued but unpaid interest on the 2019 Notes arewere due and payable on the date (the “Maturity Date”“Maturity Date”) that is the earlier of the (i) 5-year anniversary of the date of issuance, or (ii) the date the Company completeswe complete an equity financing pursuant to which the Company issueswe issue and sellssell shares of capital stock resulting in aggregate proceeds of at least $2,000,000 (a “Qualified Financing”“Qualified Financing”). The 2019 Notes bearbore interest at a rate of 6% per annum, payable on the Maturity Date. To the extent not previously converted, on the Maturity Date, the investors willwere eligible to receive, at the option of each the investor, either (a) cash equal to the original principal amount of the 2019 Note and interest then accrued and unpaid thereon, or (b) shares of common stockour Common Stock or seriesSeries C convertible preferred stock of the Company,Preferred Stock, at a price per share equal to the lesser of: (x) 80% of the amount equal to the quotient obtained by dividing (i) theour estimated value of the Company as of the Maturity Date, as determined in good faith by the Company’s Board,our board of directors, by (ii) the aggregate number of outstanding shares of the Company’s common stock,our Common Stock, as of the Maturity Date on a fully diluted basis, and (y) $4.00 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting theour capital stock of the Company.stock. Upon consummation of a Qualified Financing, each investor maywas eligible to elect to have the outstanding principal and accrued but unpaid interest thereon converted into (a) shares of the same class and series of equity securities sold in such Qualified Financing, (b) shares of seriesSeries C convertible preferred stockPreferred Stock or (c) common stock,Common Stock, at a price per share equal to the lesser of: (a) 80% of the price per share at which such securities are sold in such Qualified Financing and (b) $4.00 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the Company’sour capital stock.

In June 2019, we paid off the 2019 Notes and interest then accrued and unpaid thereon with funds raised from a Qualified Financing.

In no event will the number of shares to be issued upon (i) exercise of thisthe Seven-Year Warrants and (ii) conversion of the 2019 Notes exceed, in the aggregate, 9.9% of the total shares outstanding or the voting power outstanding on the date immediately preceding the date of issuance.

On April 5, 2019, we completed additional amounts of bridge financing with the same terms, pursuant to which we issued to entities controlled by Mr. Hirshman convertible notes on the aggregate principal amount of $25,000, respectively and seven-year warrants to purchase an aggregate of 10,000 shares.

On May 10, 2019, we completed additional amounts of bridge financing with the same terms, pursuant to which we issued to entities controlled by Mr. Packer and entities controlled by Mr. HirshmanGlobal Capital Partners, L.P. convertible notes on the aggregate principal amount of $125,000 and $100,000, respectively and seven-year warrants to purchase an aggregate of 50,000 shares and 40,000 shares, respectively.shares.

2019 June Offering

Entities controlled by Mr. Packer purchased an aggregateOn June 21, 2019, we closed a private placement of 1,100,000 shares of our Series E Preferred Stock, and seven year warrants to purchase 1,100,000 shares of our Series E Preferred Stock inwith certain existing stockholders, including the June Offering, and an aggregatesale of 210,000240,000 shares of Series E Preferred Stock.

Entities controlled by Mr. Hirschman purchased an aggregate of 500,000 shares ofour Series E Preferred Stock and seven-year warrants to purchase 500,000240,000 shares of our Series E Preferred Stock in the June Offering.at an exercise price of $2.50 per share to Global Capital Partners, L.P., at a purchase price per unit of $2.00.

2019 July Preferred Offering

Entities controlled by Mr. Packer purchased an aggregateOn July 31, 2019, we closed a private placement of our Common Stock (or Series E Preferred Stock, as applicable) and seven year warrants to purchase shares of our Common Stock (or Series E Preferred Stock, as applicable) with certain existing stockholders, including the sale of 210,000 shares of our Series E Preferred Stock and seven-year warrants to purchase 210,000 shares of our Series E Preferred Stock in the July Preferred Offering.at an exercise price of $2.50 per share to Globis Capital Partners, L.P., at a purchase price per unit of $2.00.

Affiliate OfferingAffiliates of Wainwright

Mr. Fashek purchasedEach of Noam Rubinstein, Charles Worthman, Michael Vasinkevich, and Craig Schwabe are affiliated with Wainwright, which served as our placement agent for the Private Placement and as our underwriter for the August 2020 Offering and the September 2020 Offering, for which it received cash and/or warrant compensation. In connection with all or certain of the offerings Wainwright served as a placement agent or an aggregateunderwriter, each of 25,000 sharesNoam Rubinstein, Charles Worthman, Michael Vasinkevich, and Craig Schwabe, as a designee of Series E Preferred Stock andWainwright, has received warrants to purchase 25,000 shares of Series E Preferred Stock in the Affiliate Offering.our common stock.

Information About Selling Stockholder Offering

The following table sets forth the number and percentage of our common stock beneficially owned by the selling stockholders as of December 31, 2019, taking into account number of shares that may be offered under this prospectus and the number and percentage of our common stock beneficially owned by the selling stockholders assuming all of the shares covered hereby are sold. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to our common stock. Generally, a person “beneficially owns” shares of our common stock if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days.

The information in the table below and the footnotes thereto regarding shares of common stock to be beneficially owned after the offering assumes that the selling stockholders (i) have exercised their warrants to purchase Series E PreferredCommon Stock in full, (ii) have converted the Series E Preferred Stock in full, without giving effect to the 9.99% beneficial ownership limitation as applicable for the conversion of the Series E Preferred Stock into common stock as set forth in the Amended Certificate of Designation, and (iii) have exercised their warrants to purchase common stock in full, without giving effect to the 4.99% beneficial ownership limitation as applicable for the exercise of the common stock warrants sold in the July Common Offering and the Affiliate Offering. The information in the table below and the footnotes thereto further assumes the sale of all shares being offered by the selling stockholders under this prospectus.

The percentage of shares owned prior to and after the offering is based on 4,203,764 shares of common stock outstanding as of December 31, 2019, and, with respect to the percentage of shares owned after the offering, on the assumption that (i) with respect to Mr. Packer and Mr. Hirshman, the selling stockholder has exercised the warrants to purchase the Series E Preferred Stock in full and converted the Series E Preferred Stock in full, and therefore that all shares of common stock issuable upon conversion of the Series E Preferred Stock and all shares of common stock issuable upon conversion of the Series E Preferred Stock issuable upon exercise of the warrants to purchase Series E Preferred Stock were outstanding as of that date, and (ii) with respectare those previously issued to the selling stockholders, other than Mr. Packer and Mr. Hirshman, the selling stockholder has exercised his or her common stock warrants purchased in the July Common Offering and the Affiliate Offering. Unless otherwise indicated in the footnotesthose issuable to this table, we believe that the selling stockholders, have sole voting and investment power with respect toupon the exercise of the Warrants. For additional information regarding the issuances of those shares of Common Stock, see “—Private Placement” above. We are registering the shares of common stock indicated as beneficially owned.

As usedCommon Stock in this prospectus, the term “selling stockholders” includesorder to permit the selling stockholders set forthto offer the shares for resale from time to time.

The table below and any donees, pledgees, transferees or other successors-in-interest selling shares of common stock received after the date of this prospectus fromlists the selling stockholders and other information regarding the ownership of the shares of Common Stock by each of the selling stockholders. The second column lists the number of shares of Common Stock owned by each selling stockholder, based on its ownership of the shares of Common Stock and securities convertible into shares of Common Stock, as a gift, pledge, or other non-sale related transfer.of December 8, 2020, assuming exercise of the securities convertible into shares of Common Stock held by the selling stockholders on that date, without regard to any limitations on exercises.

The third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders.

In accordance with the terms of the Registration Rights Agreement, this prospectus generally covers the resale of the sum of (i) the Shares issued to the selling stockholders in the “—Private Placement” described above and (ii) the maximum number of sharesPre-funded Warrant Shares. In addition, this prospectus covers the maximum number of the Wainwright Shares. The table below assumes that the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of the Warrants. The fourth column “Maximum Numberassumes the sale of Shares Offered” represents all of the shares of common stock that aoffered by the selling stockholder may offer understockholders pursuant to this prospectus. The fifth column lists the percentages of shares of Common Stock owned by the selling stockholders after this offering, taking account of any limitations on exercise set forth in the applicable convertible securities.

Under the terms of the Series E Preferred Stock, a selling stockholder may not convert the Series E Preferred Stock to the extent such conversion would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding shares of common stock following such exercise. Under the terms of the common stock warrants sold in the July Common Offering and the Affiliate Offering,Warrants, a selling stockholder may not exercise the common stock warrantsWarrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stockCommon Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise, excluding for purposes of such determination shares of common stock following such exercise.Common Stock issuable upon the exercise of the Warrants, which have not been exercised. The number of shares in the second column does not reflect these limitations.this limitation. The fourth column assumes the sale of all the shares offered by the selling stockholders pursuant to this prospectus and that the selling stockholders do not acquire any additional shares of common stock before the completion of this offering. However, because the selling stockholders may sell all, or some of its shares under this prospectus from time to time, or in another permitted manner, we cannot assure you as to the actual number of shares that will be sold by the selling stockholder or that will be held by the selling stockholder after completion of any sales. The selling stockholders may sell some, all or none of their shares in this offering. We do not know how longSee “Plan of Distribution.”