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

Note 9 - Common Stock

 

Capital Raises

 

At-the-Market (ATM) Offering Program

 

The Company was able, from time to time, to sell shares of the Company’s common stock under its “at-the-market” offering program (the “ATM”) through Maxim Group LLC (“Maxim”), as the Company’s exclusive sales agent, up to a maximum offering amount of approximately $83.3 million, pursuant to that certain Equity Distribution Agreement, dated as of July 22, 2022, by and between the Company and Maxim, as amended from time to time (the “Equity Distribution Agreement”). The term of the Equity Distribution Agreement expired on December 31, 2024. Maxim was entitled to compensation at a fixed commission rate of 3.0% of the gross sales price per share sold, excluding Maxim’s costs and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel.

 

The Company sold 169,299 shares of common stock under the Equity Distribution Agreement at per share price of $10.00, resulting in net proceeds to the Company of approximately $1.7 million. This sale originated on December 31, 2024 and closed in early January 2025.

 

January 2025 Public Offering

 

On January 7, 2025, the Company entered into a placement agency agreement with ThinkEquity LLC (“ThinkEquity”), pursuant to which the Company agreed to issue and sell directly to various investors, in a best efforts public offering (the “January Offering”), an aggregate of 1,454,546 shares of common stock at an offering price of $13.75 per share. The January Offering closed on January 10, 2025 resulting in net proceeds to the Company of approximately $18.3 million, after deducting commissions and other expenses of approximately of $1.7 million.

 

March 2025 Public Offering

 

On March 28, 2025, the Company entered into an underwriting agreement with ThinkEquity, as the representative of the underwriters named therein, relating to a firm commitment underwritten public offering (the “March Offering”) of 765,200 shares of common stock (the “Shares”), pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 2,176,000 shares of common stock, and common warrants (the “Common Warrants” and together with the Pre-funded Warrants, the “Warrants”) to purchase up to 2,941,200 shares of common stock. The combined public offering price for each Share, together with one Common Warrant, was $1.36. The combined public offering price for each Pre-funded Warrant, together with one Common Warrant, was $1.359. Each Share, or a Pre-funded Warrant in lieu thereof, was sold together with one Common Warrant.

 

The March Offering closed on March 31, 2025. The net proceeds to the Company from the sale of the Shares and the Warrants were approximately $3.4 million, after deducting the underwriting discounts and commissions and other expenses payable by the Company of approximately $0.6 million.

 

June 2025 Public Offering

 

On June 24, 2025, the Company entered into an underwriting agreement with ThinkEquity, as the representative of the underwriters named therein, relating to a firm commitment underwritten public offering (the “June Offering”) of 6,231,200 shares of common stock (the “Shares”), pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 2,911,800 shares of common stock, and common warrants (the “Common Warrants” and together with the Pre-funded Warrants, the “Warrants”) to purchase up to 9,143,000 shares of common stock. The combined public offering price for each Share, together with one Common Warrant, was $1.75. The combined public offering price for each Pre-funded Warrant, together with one Common Warrant, was $1.749. Each Share, or a Pre-funded Warrant in lieu thereof, was sold together with one Common Warrant.

 

The Company also granted ThinkEquity a 45-day option to purchase, at the public offering price, less the underwriting discounts and commissions, up to 1,371,000 additional shares of common stock (and/or Pre-funded Warrants in lieu thereof) and/or up to 1,371,000 additional Common Warrants or any combination thereof, to cover any over-allotments (the “Over-Allotment Option”). ThinkEquity partially exercised the Over-Allotment Option on June 25, 2025 for 1,371,000 additional Common Warrants.

The June Offering closed on June 26, 2025. The net proceeds to the Company from the sale of the Shares and the Warrants, including the Common Warrants sold in connection with the partial exercise of the Over-Allotment Option on June 25, 2025, were approximately $14.7 million, after deducting the underwriting discounts and commissions and other expenses payable by the Company of approximately $1.3 million.

 

During July 2025, the Company closed multiple partial exercises of the Over-Allotment Option until the Over-Allotment Option was exercised in full, resulting in the issuance of 1,371,000 shares of common stock, at the public offering price of $1.75 per share, for net proceeds of approximately $2.2 million, after deducting the underwriting discounts and commissions and other expenses payable by the Company of approximately $0.2 million.

 

September 2025 Public Offering

 

On September 12, 2025, the Company entered into a placement agency agreement with ThinkEquity, pursuant to which the Company agreed to issue and sell directly to various investors, in a best efforts public offering (the “September Offering”), 10,575,000 shares of common stock (the “Shares”), pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 1,925,000 shares of common stock, and common warrants (the “Common Warrants” and together with the Pre-funded Warrants, the “Warrants”) to purchase up to 12,500,000 shares of common stock. The combined public offering price for each Share, together with one Common Warrant, was $1.60. The combined public offering price for each Pre-funded Warrant, together with one Common Warrant, was $1.599. Each Share, or a Pre-funded Warrant in lieu thereof, was sold together with one Common Warrant.

 

The September Offering closed on September 15, 2025. The net proceeds to the Company from the sale of the Shares and the Warrants were approximately $18.5 million, after deducting the placement agent fees and other expenses payable by the Company of approximately $1.5 million.

 

Allocation of Net Proceeds

 

The aggregate net proceeds from the January Offering, March Offering, June Offering (including exercises of the Over-Allotment Option during July 2025) and September Offering were approximately $57.1 million. Based on their relative fair value as of the date of issuance, the Company allocated approximately $20.6 million of net proceeds to the sales of common stock and approximately $36.5 million of net proceeds to the issuance of warrants.

 

Other Share Issuances

 

On May 13, 2025, the Company entered into an advisory agreement with a third-party advisor, pursuant to which the Company issued 125,000 shares of restricted common stock, subject to certain registration rights, to the advisor in consideration for financial advisory services agreed to be rendered to the Company pursuant to the advisory agreement. As a result of the share issuance, the Company recognized approximately $0.2 million in share-based compensation expense, which is included in general and administrative expenses on the condensed consolidated statements of operations, for the nine months ended September 30, 2025.