Quarterly report [Sections 13 or 15(d)]

Common Stock

v3.25.3
Common Stock
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Common Stock

5. Common Stock

 

As of September 30, 2025, the Company has authorized 100,000,000 shares of common stock, $0.001 par value per share, and 1,000,000 shares of preferred stock, $0.001 par value per share.

 

The Company had 13,041,000 and 10,174,000 shares of common stock and no shares of preferred stock issued and outstanding as of September 30, 2025, and December 31, 2024, respectively.

 

The holders of common stock are entitled to one vote for each share of common stock held.

 

The Company is party to the At-The-Market Offering Agreement, dated July 1, 2020 (“ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may issue and sell over time and from time to time, to or through Wainwright, up to $10,000,000 of shares of the Company’s common stock. The Company sold 85,076 shares of its common stock at an average price of $1.88 under the ATM agreement during the three and nine months ended September 30, 2025. As of the date of this report, the Company has sold a total 1,200,152 shares of its common stock for total net proceeds of approximately $2,380,000 pursuant to the ATM Agreement. On September 12, 2025, the Company and Wainwright agreed to terminate the sales of shares under the ATM Agreement and filed a prospectus supplement with the SEC to that effect. As a result of this, the at-the-market offering under the ATM Agreement is no longer ongoing as of September 12, 2025, and the Company will not make any sales of common stock pursuant to the ATM Agreement unless and until a new prospectus supplement is filed with the SEC; however, the ATM Agreement remains in full force and effect.

 

On September 12, 2025, the Company, entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company sold to the investors (i) in a registered direct offering, an aggregate of 2,764,710 shares of the Company’s common stock, at a price of $1.70 per share and (ii) in a concurrent private placement, warrants to purchase up to an aggregate of 5,529,420 shares of common stock (“the Investor Warrants”), at an initial exercise price of $1.50 per share. The Investor Warrants are exercisable upon issuance and will expire on September 27, 2027. Wainwright acted as the Company’s placement agent in connection with this offering. The Company paid Wainwright consideration consisting of (i) a cash fee equal to 7.0% of the aggregate gross proceeds in the offering, (ii) a management fee equal to 1.0% of the aggregate gross proceeds in the offering, (iii) reimbursement of certain expenses and (iv) warrants to acquire up to an aggregate of 207,353 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants are similar to the Investor Warrants, except that the initial exercise price of the Placement Agent Warrants is $2.125 per share. The Company received net proceeds of $4,183,000 from the sale of its common shares and warrants in the direct offering.

 

Warrant Activity Table:

 

    Shares Underlying Warrants     Weighted
Average
Exercise Price		     Aggregate
Intrinsic
Value		  
Outstanding as of December 31, 2024     -     $ -     $     -  
Granted     5,736,773       1.52       -  
Exercised     -       -       -  
Forfeited     -       -       -  
Outstanding as of September 30, 2025     5,736,773     $ 1.52     $ -