Stockholders' Equity

9 Months Ended

Sep. 30, 2025

Stockholders' Equity [Abstract]

Stockholders' Equity

(10)

Stockholders’ Equity

On July 1, 2022, the Company filed a shelf registration statement to sell up to $150 million in common and preferred stock, debt securities and warrants. Additionally, the Company entered into an Equity Distribution Agreement with Piper Sandler & Co. (the “Sales Agent”) and filed a related prospectus establishing an “at-the-market” facility, pursuant to which the Company may offer and sell shares of common stock from time to time through the Sales Agent. In October 2023, the Sales Agent was authorized to sell shares for aggregate proceeds up to $16.7 million at current market prices until all shares are sold.

For the nine months ended September 30, 2025, the Company sold approximately 3.8 million shares of common stock for aggregate proceeds of approximately $5.5 million, and as of September 30, 2025, approximately $1.5 million remained available for sale pursuant to the prospectus. As of September 30, 2025, the amount the Company was authorized to sell was subject to baby-shelf limitations.

June 2025 Financing

In June 2025, the Company sold 3,600,000 shares of common stock in an underwritten public offering at $0.85 per share. The Company also sold 1,686,275 shares of common stock in a separate concurrent private placement at a price of $0.85 per share to certain existing institutional stockholders and a price of $1.02 per share to certain directors and officers. The offering resulted in aggregate gross proceeds of $4,510,001, before $804,940 of transaction costs.

Additionally, common warrants to purchase 105,726 shares of common stock were issued to the underwriter as a commission for services performed. The underwriter warrants are exercisable beginning December 2, 2025, have a 5-year term and an exercise price of $1.0625 per share. The warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock from which they are issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. The warrants were valued at $56,035 using Black-Scholes assumptions. As of September 30, 2025, 105,726 underwriter warrants remain outstanding.

Any Market Purchase Agreement

On June 30, 2025, the Company entered into an Any Market Purchase Agreement (“Purchase Agreement”) with Alumni Capital LP (“Alumni”) whereby the Company has the right, but not obligation, to sell to Alumni up to an aggregate of $10 million in shares of common stock in a series of purchases until December 31, 2026. The Company may elect that Alumni purchase up to $1 million in shares of common stock (or up to $5 million if mutually agreed) at either (i) the lowest traded price for four previous business days, multiplied by 90% or (ii) up to the lesser of (a) $1 million in shares of common stock or (b) 100% of the average daily trading volume of common stock for previous two business days at lowest daily dollar volume-weighted average price, multiplied by 97%. The Company is limited to issuances to Alumni or 19.99% of the shares of common stock outstanding immediately prior to the execution of the Purchase Agreement. The Purchase Agreement will allow the Company to raise equity on a periodic basis at its discretion depending on a variety of factors including market conditions, the trading price of the common stock, and use of proceeds for operating activities. Due to certain pricing and settlement provisions, the Purchase Agreement includes an embedded put option contract. The Company will account for the Purchase Agreement as a derivative, with a fair value deemed de minimis. The difference between the discounted purchase price and fair value of the shares will be expensed in the period the transaction occurs as a non-cash, nonoperating financing cost.

The Company incurred a 2% commitment fee of $200,000 and an additional $86,295 in expenses as of September 30, 2025, which are included as other expense in the unaudited interim Condensed Statements of Comprehensive Loss.

August 2025 Financing

On August 25, 2025, the Company entered into a securities purchase agreement pursuant to which the Company sold (i) 10,434,586 shares of common stock in a public offering and to certain Company officers, (ii) pre-funded warrants to purchase 11,750,000 shares of common stock, and (iii) common warrants to purchase 22,184,586 shares of common stock. Additionally, common warrants to purchase 443,692 shares of common stock were issued to the underwriter as compensation for services performed.

The pre-funded warrants, common warrants and underwriter warrants were exercisable immediately following the closing date of the offering. The pre-funded warrants have an unlimited term and an exercise price of $0.0001 per share. The common warrants have a 5-year term and an exercise price of $0.36 per share, except for common warrants sold to certain Company officers, which have an exercise price of $0.5151 per share. The underwriter warrants have a 5-year term and exercise price of $0.45 per share. The offering resulted in aggregate gross proceeds of $7,998,826, before $930,132 of transaction costs.

The pre-funded warrants and common warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.

The common stock was valued at $3,770,001, based on the Company’s stock price. The pre-funded warrants and common warrants were valued at $4,230,000 and $5,324,301, respectively, using the following Black-Scholes assumptions:

		Pre-funded warrants		Common warrants			Underwriter warrants
Expected term (in years)		4		4			4
Risk‑free interest rate		3.64	%	3.64	%		3.64	%
Dividend yield		—	%	—	%		—	%
Expected volatility		90.63	%	90.63	%		90.63	%
Exercise price	$	0.0001		$0.36- $0.5151		$	0.45
Stock price	$	0.36		$0.36- $0.5151		$	0.36
Black-Scholes value	$	0.36		$0.24-0.27		$	0.22

The net proceeds of $7,068,694 were allocated to the common stock, pre-funded warrants and common warrants using the relative fair value method and were recorded to stockholders’ equity.

As of September 30, 2025, 7,457,620 pre-funded warrants, 22,184,586 common warrants and 443,692 placement agent warrants remain outstanding.