Stockholders’ equity

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Stockholders’ equity

Note 8 – Stockholders’ equity

Common Stock

As of March 31, 2025, the Company had 100,000,000 shares of authorized common stock, of which 10,071,286 shares were issued and outstanding, and 10,000,000 shares of authorized preferred stock, of which 250 shares were issued and outstanding.

The Company effected a one-for-ten reverse stock split on May 20, 2024. All share amounts and per share prices in this quarterly report have been adjusted to reflect the reverse stock split.

Preferred Stock

In October 2023, the Company entered into a Preferred Stock Purchase Agreement (the “October 2023 Purchase Agreement”) with a single investor, pursuant to which the Company agreed to issue and sell to the investor in a private placement (the “Private Placement”) 1,000 shares of the Company’s Series D Preferred Stock, par value $0.01 per share (the “Preferred Stock”) at a price of $1,000 per share for expected aggregate gross proceeds of $1.0 million before deducting offering expenses. The investor funded $250,000 worth of the October 2023 Purchase Agreement in November 2023 and was issued 250 shares in consideration for the partial payment. As of March 31, 2025, all 250 Series D Preferred Shares remain outstanding and the remaining $750,000 of the purchase price remains unpaid. The Company reserves all rights and remedies arising from the investor’s failure to close the transaction and the investor will continue to be in breach of the Purchase Agreement until the remaining amount is paid in full.

Pursuant to the October 2023 Purchase Agreement, the Company filed a certificate of designation (the “Series D Certificate of Designation”) with the Secretary of State of the State of Delaware designating the rights, preferences and limitations of the shares of preferred stock. The Series D Certificate of Designation provides that the shares of preferred stock have a stated value of $1,000 per share and are convertible into shares of common stock, par value $0.01 per share of the Company at a price of $4.09 per share, subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications, or similar events affecting the common stock. The preferred stock may be converted at any time at the option of the holder. Notwithstanding the foregoing, the Series D Certificate of Designation provides that in no event will the preferred stock be convertible into common stock in a manner that would result in the holder, its permitted transferees and affiliates holding more than 19.99% (together with any shares of common stock otherwise held by the investor, its permitted transferees and their affiliates) of the then issued and outstanding common stock (the “Ownership Limitation”), prior to the date that the Company’s stockholders approve the issuance of shares of common stock to the holder upon conversion of the preferred stock. Upon receipt of stockholder approval, the shares of preferred stock will automatically be converted into shares of common stock without further action of the holder thereof.

Lazar and AEI Transactions

In March 2024, the Company entered into the March 2024 Purchase Agreement with David E. Lazar, pursuant to which the Company agreed to sell 3,000,000 shares of Series E Convertible Preferred Stock (“Series E Preferred Stock”) to Mr. Lazar at a price of $1.00 per share for aggregate gross proceeds of $3.0 million. In connection with the transactions contemplated by the March 2024 Purchase Agreement, the members of the Board of Directors, prior to the closing of such transactions, resigned and a new Board of Directors was appointed, of which Mr. Lazar was appointed Chairman. In March 2024, Mr. Lazar paid $200,000 at the initial closing of the transactions under the March 2024 Purchase Agreement in exchange for 200,000 shares of Series E Preferred Stock. Mr. Lazar subsequently paid $350,000 in exchange for an additional 350,000 shares of Series E Preferred Stock in April 2024. Each share of Series E Preferred Stock was convertible into 2.4 shares of the Company’s common stock, and following stockholder approval of the issuance of shares of common stock to Mr. Lazar upon conversion of the Series E Preferred Stock at the Company’s special meeting of stockholders held in May 2024, Mr. Lazar or his transferees or their affiliates could convert the Series E Preferred Stock into common stock and hold in excess of applicable beneficial ownership limitations. In connection with the transactions contemplated by the March 2024 Purchase Agreement, the Company entered into settlement agreements (the “Settlement Agreements”) with each of the EIB and Curetis, and Curetis’ trustee in insolvency, pursuant to which the parties agreed to settle outstanding liabilities amongst the parties. Additionally, in connection with the transactions contemplated by the March 2024 Purchase Agreement, in March 2024, the Company entered into an Inducement Offer to Amend Common Stock Purchase Warrants (the “Offer”) with the holder of such warrants. Pursuant to the Offer, the holder agreed to waive certain rights that would otherwise have been triggered under their warrants as a result of the transactions contemplated by the March 2024 Purchase Agreement, in exchange for the Company entering into the March 2024 Purchase Agreement.

In July 2024, Mr. Lazar consummated a transaction pursuant to which he sold 550,000 shares of Series E Preferred Stock together with his rights to purchase the additional 2,450,000 shares of Series E Preferred Stock under the March 2024 Purchase Agreement to AEI Capital Ltd. Subsequently, AEI Capital Ltd. paid the Company $2.45 million in August 2024 in exchange for the remaining 2,450,000 shares of Series E Preferred Stock under the terms of the March 2024 Purchase Agreement. All 3,000,000 shares of Series E Preferred Stock were subsequently converted into 7,200,000 shares of the Company’s common stock in August 2024. As of September 30, 2024, no shares of Series E Preferred Stock remain outstanding. Upon conversion, such shares of Series E Preferred Stock resumed the status of authorized but unissued shares of undesignated preferred stock of the Company. Upon receipt of the funding from AEI Capital Ltd. and pursuant to the Settlement Agreements with the EIB and Curetis and the March 2024 Purchase Agreement, the Company paid and settled its outstanding indebtedness with the EIB and Curetis. Settlement with EIB also terminated that certain Guarantee and Indemnity Agreement, dated as of July 9, 2020, by and between the EIB and the Company, pursuant to which the Company had guaranteed all of Curetis’ debt to EIB.

In August 2024, the Company entered into a Securities Purchase Agreement (the “August 2024 Securities Purchase Agreement”) with AEI Capital Ltd., pursuant to which the Company had the right, in its discretion, to sell to AEI Capital Ltd., at any time prior to September 30, 2024, shares of common stock, par value $0.01 per share (the “Shares”), of the Company having an aggregate value of up to $3.0 million (the “Financing”). The Company will control the timing and amount of any sales of Shares pursuant to the August 2024 Securities Purchase Agreement. As of December 31, 2024, the Company sold 1,079,109 shares of common stock to AEI Capital Ltd. for gross proceeds of $2.0 million before deducting offering expenses. In October 2024, the Company and AEI Capital Ltd. entered into a First Amendment to the August 2024 Securities Purchase Agreement (the “Amendment”). The Amendment amended the August 2024 Securities Purchase Agreement by: (1) granting the Company the right to sell two additional tranches of common stock to AEI Capital Ltd. of $3.0 million each, for an aggregate amount of $9.0 million under the August 2024 Securities Purchase Agreement; and (2) extending the Company’s ability to sell shares of common stock to AEI Capital Ltd. under the August 2024 Securities Purchase Agreement until December 31, 2025.

Stock purchase warrants

The Company has historically issued common stock purchase warrants in connection with various equity, debt, or development contract agreements. This includes entering into inducement agreements with holders of existing warrants whereby terms are amended and/or additional warrants are issued in order to induce exercise of the existing warrants. The Company did not issue any common stock warrants nor were any warrants exercised in the year ended December 31, 2024 or year-to-date through March 31, 2025.

The Company has certain outstanding warrants that will only become exercisable upon stockholder approval; subsequent to receiving stockholder approval, the warrants will be exercisable for a period of five-years.

At March 31, 2025 and December 31, 2024, the following warrants to purchase shares of common stock were outstanding:

				Outstanding at
Issuance	Exercise Price		Expiration	March 31, 2025		December 31, 2024
February 2015	$	660,000.00	February 2025		-		3
November 2020	$	504.40	May 2026		1,211		1,211
February 2021	$	780.00	August 2026		2,084		2,084
May 2023	$	7.785	(1)		889,274		889,274
October 2023	$	3.36	April 2029		200,000		200,000
					1,092,569		1,092,572

(1) Warrants will be exercisable beginning on the date of stockholder approval of the exercisability of the warrants under Nasdaq rules. Once exercisable, the warrants will expire on the five-year anniversary of the date of such stockholder approval.

Stock Compensation

2015 Equity Incentive Plan

In April 2015, the Company adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan (the “2015 Plan”); the 2015 Plan became effective upon the execution and delivery of the underwriting agreement for the Company’s initial public offering in May 2015. The 2015 Plan provides for the granting of incentive stock options within the meaning of Section 422 of the Code to employees and the granting of non-qualified stock options to employees, non-employee directors and consultants. The 2015 Plan also provides for the grant of restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and stock payments to employees, non-employee directors and consultants. Effective April 1, 2025, which is the ten (10) year anniversary of the adoption of the 2015 Plan, no additional grants may be made under the 2015 Plan.

Stock Options

For the three months ended March 31, 2025 and 2024, the Company recognized share-based compensation expense as follows:

	Three Months Ended March 31,
	2025		2024
Cost of services	$	-	$	-
Research and development		-		25,856
General and administrative		81,708		157,984
Sales and marketing		-		4,397
	$	81,708	$	188,237

No income tax benefit for share-based compensation arrangements was recognized in the unaudited condensed consolidated statements of operations and comprehensive income (loss) due to the Company’s anticipated net taxable loss position for the year ended December 31, 2025.

As of March 31, 2025, the Company does not have any unrecognized expense related to its stock options.

The Company did not grant any options during the three months ended March 31, 2025 or 2024. During the three months ended March 31, 2025, no options were forfeited or expired. During the three months ended March 31, 2024, 83 options were forfeited, and 88 options expired.

The Company had stock options to acquire 138 shares of common stock outstanding at March 31, 2025.

Restricted Stock Units

During the three months ended March 31, 2025, no restricted stock units were granted, 507 restricted stock units vested and no restricted stock units were forfeited. During the three months ended March 31, 2024, 21,053 restricted stock units were granted, 21,053 restricted stock units vested and 1,413 restricted stock units were forfeited. The Company had 189,730 restricted stock units outstanding as of March 31, 2025.

As of March 31, 2025, there was approximately $201,000 of unrecognized compensation costs related to restricted stock units, which are expected to be recognized over a weighted average period of 0.62 years.