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Warrants
9 Months Ended
Sep. 30, 2025
Warrants  
Warrants

8. Warrants

The following table summarizes information about warrants outstanding and exercisable into shares of the Company’s common stock as of September 30, 2025, and December 31, 2024:

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(unaudited)

 

 

 

 

Warrants outstanding, beginning balance

 

 

3,045

 

 

 

8,073

 

Issuances

 

 

2,575,374

 

 

 

 

Exercises

 

 

 

 

 

(5,026

)

Expirations and cancelations

 

 

 

 

 

(2

)

Warrants outstanding, ending balance

 

 

2,578,419

 

 

 

3,045

 

As of September 30, 2025 and 2024, the Company’s outstanding warrants have an exercise price ranging from $5 to $34,000 per common stock and generally expires prior to May 8, 2033.

PIPE Warrants

On May 8, 2023, the Company entered into a Securities Purchase Agreement (the “PIPE Purchase Agreement”) with certain investors named therein (collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement an aggregate of (i) 137 shares (the “Preferred Shares”) of Series G Convertible Preferred Stock, par value $0.0001 per share, of the Company (“Series G Preferred Stock”) and (ii) warrants to purchase up to 4,567 shares of the Company’s common stock, at an exercise price of $555 per share (the “PIPE Warrants”), for an aggregate purchase price of approximately $1.9 million (the “Private Placement”). The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes.

The PIPE Warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on the later of (i) January 1, 2024, and (ii) the date on which the approval by the Company’s stockholders (the “Stockholder Approval”) to remove both the Voting Cap and the Conversion Cap (both as defined below) is obtained (the “PIPE Warrants Initial Exercise Date”) and ending on the fifth anniversary of the PIPE Warrants Initial Exercise Date.

On May 10, 2023, the Company issued warrants equivalent to 4,567 shares of the Company’s common stock in relation to the PIPE Purchase Agreement.

The PIPE Purchase Agreement provides that during the period commencing on the signing of the PIPE Purchase Agreement and ending October 22, 2023, the Company will not affect or enter into any agreement to (i) issue securities in exchange for any securities of the Company issued and outstanding on the date of the PIPE Purchase Agreement pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), or (ii) effect issuance by the Company of common stock or Common Stock Equivalents (as defined in the PIPE Purchase Agreement), subject to certain customary exceptions set forth in the PIPE Purchase Agreement including, among others, issuance of shares of common stock pursuant to the At The Market Offering Agreement, dated December 10, 2021, by and between the Company and Ladenburg Thalmann & Co. Inc., as amended (the “Ladenburg Thalmann ATM”), provided that such issuance in the Ladenburg Thalmann ATM has consented.

On August 14, 2023, the Company entered into an amendment (“the First Amendment”) to the PIPE Purchase Agreement with certain holders (the “Holders”) named in the PIPE Purchase Agreement, pursuant to which the parties agreed to terminate the restriction on subsequent equity sales by the Company. In exchange for the Holders’ agreement to enter into the First Amendment, the Company agreed to issue the Holders warrants to purchase 457 shares of the Company’s common stock (the “PIPE Amendment Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act. The PIPE Amendment Warrants are substantially the same as the PIPE Warrants and have an exercise price of $720 per share. The PIPE Amendment Warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on January 1, 2024 (the “PIPE Amendment Warrants Initial Exercise Date”) and ending on the five-year anniversary of the PIPE Amendment Warrants Initial Exercise Date.

At the date of the PIPE Amendment Warrants, the warrants were valued at $1.2 million using the Black-Scholes option pricing model as follows: exercise price of $720 per share, stock price of $1,080 per share, expected life of five years, volatility of 145.95% and a risk-free rate of 3.37%. The warrants were classified in additional paid-in capital.

On February 27, 2024, pursuant to the PIPE Purchase Agreement, each of the PIPE investors entered into an exchange agreement with the Company (each, a “PIPE Warrant Exchange Agreement” and collectively, the “PIPE Warrant Exchange Agreements”). Pursuant to the PIPE Warrant Exchange Agreements, the Company agreed to exchange the PIPE Warrants for shares of common stock at an exchange ratio of 1-for-2.5 (“PIPE Warrant Exchange Transaction”). Upon completion of the PIPE Warrant Exchange Transaction, the Company exchanged the PIPE Warrants to purchase up to 5,023 shares of Common Stock for 12,558 shares of Common Stock (the “PIPE Exchange Shares”), and the PIPE Warrants were terminated. The PIPE Exchange Shares would be subject to a twelve-month lock-up, and any other equity security of the Company other than the PIPE Exchange Shares owned by the PIPE investors as of the date of the PIPE Warrant Exchange Agreement would be subject to a six-month lock-up.

On February 29, 2024, the PIPE investors converted 122 shares of Series G preferred stock into 2,033 shares of common stock subject to a six-month lock-up.

Standstill Agreement

Pursuant to the Company’s entry in the Standstill Agreement, as amended by the Binding MOU, as described further above, the Company agreed to issue (i) Iliad warrants to purchase up to 1,141 shares of the Company's common stock, and (ii) Uptown warrants to purchase up to 1,404 shares of the Company's common stock, at an exercise price of $720 per share (the “Standstill Warrants”).

The Standstill Warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on the later of (i) January 1, 2024, and (ii) the date on which the Stockholder Approval is obtained (the “Standstill Warrant Initial Exercise Date”) and ending on the five-year anniversary of the Standstill Warrant Initial Exercise Date. As of September 30, 2025, 2,545 shares of the Company's common stock are still exercisable and outstanding.

At the date of the Standstill Agreement, the warrants were valued at $2.5 million using the Black-Scholes option pricing model as follows: exercise price of $720 per share, stock price of $1,095 per share, expected life of five years, volatility of 118.88% and a risk-free rate of 3.49%. The warrants were classified in additional paid-in capital.

Royalty Interest Global Amendments

On September 29, 2023, the Company entered into amendments Royalty Interest Global Amendments to (i) the October 2020 Royalty Interest with Iliad, (ii) the December 2020 Royalty Interest with Uptown, and (iii) the August 2022 Royalty Interest with Streeterville, pursuant to which, among other things, the Company agreed to issue to (i) Iliad warrants to purchase up to 155 shares of the Company’s common stock, (ii) Uptown warrants to purchase up to 4,375 shares of the common stock, and (iii) Streeterville warrants to purchase up to 175 shares of the Common Stock, at an exercise price of $555 per share (collectively, the “Royalty Interest Global Amendment Warrants”).

The Royalty Interest Global Amendment Warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on September 29, 2023 (the “Royalty Interest Global Amendment Initial Exercise Date”) and ending on the five-year anniversary of the Royalty Interest Global Amendment Initial Exercise Date. As of September 30, 2025, 500 shares of the Company's common stock are still exercisable and outstanding.

At the date of the Royalty Interest Global Amendments, the warrants were valued at $173,000 using the Black-Scholes option pricing model as follows: exercise price of $555 per share, stock price of $390 per share, expected life of five years, volatility of 139.53% and a risk-free rate of 4.6%. The warrants were classified in additional paid-in capital.

Common Stock Warrants

Pursuant to the Company's closing of the Bridge Financing on March 31, 2025, the Company issued warrants to purchase up to 622,584 shares of the Company’s common stock to selected institutional and accredited investors ("Common Stock Warrants"), with an initial exercise price equal to $5.43 per share for Investors who are Insiders and $5.41 per share for Investors who are not Insiders ("Non-Insiders"), subject to certain adjustments.

The Common Stock Warrants are exercisable immediately upon issuance and will expire on the earlier of (i) five years from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event.

At the date of the closing of the Bridge Financing, the warrants were valued at $470,000 and $2.6 million for Insiders and Non-Insiders, respectively, using the Black-Scholes option pricing model as follows: stock price of $5.38 per share, expected life of five years, volatility of 146.32% and a risk-free rate of 4.09%. The warrants were classified in additional paid-in capital.

New Warrants

In connection with the Note Exchange Transaction on June 24, 2025, the Company issued to the Participating Investors New Warrants to purchase up to an aggregate of 928,582 shares of common stock (the “New Warrant Shares”) with an initial exercise price equal to $2.70, subject to adjustment for reclassification of the common stock, non-cash dividend, stock split, reverse stock split or other similar transaction. The New Warrants will be exercisable immediately upon the Initial Exercise Date (as define therein) and will expire on the earlier of (i) 18 months from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event; provided, however, that no New Warrant Shares may be issued to a holder unless the stockholder approval is obtained by the Company in accordance with Nasdaq Listing Rules 5635(c) and/or 5635(d), as applicable.

May 2025 Direct Offering and Private Warrant Placement

On May 20, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with selected institutional investors (each, an “Investor” and collectively, the “Investors”) for a registered direct offering (the “Registered Offering”) of 246,306 shares of common stock at $6.09 per share, priced at-the-market under Nasdaq rules. Gross proceeds from the combined offerings (the “Offerings”) were approximately $1.5 million, before deducting fees and expenses.

Private Warrant Placement

 

In a concurrent private placement, the Company issued to the Investors unregistered warrants to purchase up to 492,612 shares of common stock at an exercise price of $5.84 per share (the “Common Warrants”). The Common Warrants are immediately exercisable and expire upon the earlier of (i) 24 months from issuance, (ii) a fundamental transaction, or (iii) a liquidation event.

The net proceeds were used for working capital, operating expenses, and repayment of outstanding convertible promissory notes not converted into common stock.

Placement Agent Warrants

 

March 31, 2025 Private Placement

The Company engaged H.C. Wainwright & Co., LLC to act as its exclusive placement agent in connection with the Convertible Promissory Notes and Insider Warrants and agreed to pay the Placement Agent (i) a cash fee equal to 7.0% of the aggregate gross proceeds raised in the Private Placement from Investors who are not Insiders and (ii) a management fee equal to 1.0% of the aggregate gross proceeds raised in the Private Placement and will reimburse the Placement Agent for certain fees and expenses.

The Company has also agreed to issue to the Placement Agent or its designees, at the closing of the Private Placement, warrants to purchase up to 37,376 shares of Common Stock ("Placement Agent Warrants"), which have the same form and terms as the Warrants except that the Placement Agent Warrants have an exercise price equal to $6.9188 per share. In addition, upon the exercise for cash of any Warrants, the Company shall issue to the Placement Agent (or its designees) the warrants to purchase that number of shares of Common Stock equal to 6.0% (or in the case of any Warrant Exercise by certain Insiders, 3.5%) of the aggregate number of such shares of Common Stock underlying such Warrants that have been so exercised and such warrants will be in the same form and terms as the Placement Agent Warrants originally issued.

At the date of the closing of the Private Placement, the warrants were valued at $180,000 using the Black-Scholes option pricing model as follows: exercise price of $6.92 per share, stock price of $5.38 per share, expected life of five years, volatility of 146.32% and a risk-free rate of 4.09%. The warrants were classified as equity.

Additional Placement Agent Warrants – May 2025 Offering

In connection with the May 2025 registered direct offering and concurrent private placement, the Company issued to Wainwright additional warrants to purchase 14,778 shares of common stock (the “Wainwright Warrants”), representing 6.0% of the shares sold in the Registered Offering. The Wainwright Warrants have substantially similar terms to the Common Warrants issued to investors in the same transaction, but with an exercise price of $7.6125 per share, which represents 125% of the offering price.

PIPE Financing

On September 28, 2025, the Company entered into a securities purchase agreement with Brown Stone Capital Limited, pursuant to which the Company agreed to issue and sell to Brown Stone Capital Limited in a private placement (i) 161,583 shares of the Company’s common stock, par value $0.0001 and (ii) 479,442 pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock.

The purchase price for the common stock to be purchased by Brown Stone Capital Limited shall be $1.56 per common stock and the purchase price for the Pre-Funded Warrants to be purchased by Brown Stone Capital Limited at the closing shall be the purchase price per common stock less $0.0001, resulting in a total purchase price of $1.0 million. The Company intends to use the proceeds from the private placement for working capital and general corporate purposes and repayment of existing convertible notes. The Pre-Funded Warrants will be exercisable, in whole or in part, at any time after the closing of the private placement.

At the date of the closing of the PIPE Financing, the Pre-Funded Warrants were measured based on their fair value net of allocated issuance costs. After accounting for the effect of the allocated issuance costs, the Pre-Funded Warrants were measured at $747,917.06. The Pre-Funded Warrants were classified as equity and were recorded as additional paid-in capital.