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Note 4 - Warrants and Equity
9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Warrants and Equity [Text Block]

4. Warrants and Equity 

 

Warrant and Stock Issuances

 

In August 2025, the Company entered into a warrant exercise inducement offer letter with holders of certain existing warrants pursuant to which the holders agreed to exercise Series E warrants to purchase up to 16,216,216 shares of common stock with an exercise price of $0.37 per shares in exchange for the Company issuing new Series F warrants to purchase 64,864,864 shares of the Company's common stock. Each Series F warrant had an exercise price of $0.55 per share and is exercisable as of the date of issuance to October 16, 2030. The Company received gross proceeds of $6.0 million. In addition, during August and September 2025, 2,996,192 shares of Series E warrants were exercised for $1.1 million. The Series F warrants are classified as liability warrants within these consolidated condensed interim financial statements.

 

In June 2025, the Company closed a public offering of (i) 9,972,026 shares of the Company’s common stock; (ii) pre-funded warrants to purchase up to an aggregate of 6,107,974 shares of common stock; and (iii) Series E warrants to initially purchase up to an aggregate of 48,240,000 shares of common stock (of which Series E warrants to purchase 16,216,216 shares of common stock were exercised as described in the above paragraph). The combined purchase price for the securities was $0.37 per share of common stock (or pre-funded warrant in lieu thereof). Each pre-funded warrant was exercisable for one share of common stock at an exercise price of $0.001 per share. All of the pre-funded warrants were exercised during the three months ended June 30, 2025. Each Series E warrant has an initial exercise price of $0.37 per share and became exercisable beginning on the effective date of stockholder approval on August 18, 2025, at the Company's Annual Meeting. The Company also received approval at the Annual Meeting to increase its authorized shares of common stock to 500,000,000, such that it can issue all shares of common stock required under the Series E warrants upon any future adjustments to the exercise price of the Series E warrants. The Series E warrants provide that if, while the Series E warrants are outstanding, the Company sells any common stock and/or common stock equivalents other than in connection with certain exempt issuances (as defined in the Series E warrant agreement), at a purchase price per share less than the exercise price of the Series E warrants in effect immediately prior to such sale, then immediately after such sale the exercise price of the Series E warrants then in effect will be reduced to an amount equal to such new issuance price, and, the number of shares issuable upon exercise of the Series E warrants will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price of $0.12 (Down Round Feature). In addition, the Series E warrants provide that if at any time on or after the date of issuance there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving the common stock and the lowest daily volume weighted average price during the period commencing five consecutive trading days immediately preceding and the five consecutive trading days commencing on the date of such event is less than the exercise price of the Series E common warrants then in effect, then the exercise price of the Series E warrants will be reduced to the lowest daily volume weighted average price during such period and, the number of shares issuable upon exercise will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price of $0.12. The Series E warrants expire on August 18, 2030. As of November 10, 2025, the Company had received gross proceeds of $7.5 million and may receive up to an additional approximately $10.3 million in gross proceeds if the Series E warrants are fully exercised for cash. Proceeds of offerings are allocated between common shares and Series E warrants first by allocating to the Series E warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which would include pre-funded warrants. The fair value of the Series E warrants was $16.3 million on the issuance date. Because the fair value of the liability classified warrants issued in the June 2025 offering exceeded the total proceeds, no consideration was allocated to the common stock or pre-funded warrants. The full proceeds from the June 2025 offering were recorded as warrant liabilities, and the Company recognized a $10.4 million loss on the issuance of the Series E warrants. The Company also incurred $1.2 million in transaction costs related to the June 2025 public offering.

 

In February 2025, the Company entered into a securities purchase agreement with an institutional investor for the sale by the Company of 1,150,000 shares of common stock, and 2,121,029 pre-funded warrants to purchase shares of common stock, and Series D warrants to purchase up to 6,543,058 shares of common stock. The combined purchase price for the securities was $1.07 per share of common stock (or pre-funded warrant in lieu thereof). Each pre-funded warrant was exercisable for one share of common stock at an exercise price of $0.001 per share. All of the pre-funded warrants were exercised during the three months ended March 31, 2025. Each Series D warrant will expire five years from the initial exercise date. The Company received gross proceeds of $3.5 million. Based on the change in accounting policy as noted in Note 2, these Series D warrants are classified within equity for all periods presented within these condensed consolidated interim financial statements.

 

In February 2025, the Company entered into a warrant exercise inducement offer letter with a holder of certain existing warrants to receive new warrants to purchase up to a number of shares of common stock equal to 200% of the number of warrant shares issued pursuant to the exercise of such existing warrants to purchase up to 5,828,570 shares of common stock pursuant to which the holder agreed to exercise for cash their existing warrants at a reduced exercise price of $1.00 in exchange for the Company's agreement to issue the inducement warrants to purchase up to 11,657,140 shares (Series C warrants) of the Company's common stock. Each Series C warrant has an exercise price of $0.75 and was exercisable as of the date of issuance and may be exercised for a period of five years. The Company received gross proceeds of $5.8 million. Total gross proceeds received in the two February 2025 transactions were $9.3 million. Based on the change in accounting policy as noted in Note 2, these Series C warrants are classified within equity for all periods presented within these condensed consolidated interim financial statements.

 

In August 2024, the Company entered into a securities purchase agreement with an institutional investor for the sale by the Company of 283,000 shares of common stock, and 2,183,368 pre-funded warrants to purchase shares of common stock, Series A warrants to purchase up to 2,466,368 shares of common stock, Series B warrants to purchase up to 2,466,368 shares of common stock, and placement agent warrants. The combined purchase price for the securities was $2.23 per share of common stock (or pre-funded warrant in lieu thereof). In August 2024, the Company entered into a warrant amendment agreement, pursuant to which the Company agreed that effective upon closing of the offering, and subject to shareholder approval, to amend 895,834 existing warrants originally issued on  December 26, 2023 at an exercise price of $9.60 per share and a termination date of  February 14, 2029, so that the amended warrants would have a reduced exercise price of $2.23 per share and would expire five years from the date of shareholder approval. Based on the change in accounting policy as noted in Note 2, the August 2024 warrants are classified within equity for all periods presented within these condensed consolidated interim financial statements.

 

Liability Classified Warrants

 

The Company applies a Monte Carlo simulation model to appropriately reflect the impact of the Down Round Feature to both the Series E and Series F Warrants. The risk-free interest rate assumption is based upon observed interest rates on zero coupon US Treasury bonds linearly interpolated to obtain a maturity period commensurate with the term of the warrants. Estimated volatility is a measure of the amount by which the Company's stock price is expected to fluctuate each year during the expected life of the warrants.

 

The assumptions used in determining the fair value of the Company's outstanding liability classified warrants are as follows:

 

  

September 30, 2025

 

Risk-free interest rate

  3.7% to 3.7% 

Volatility

  111.1% to 112.7% 

Expected life (years)

  4.9 to 5.0 

Dividend yield

  —% 

 

A summary of the Company's liability classified warrant activity during the nine months ended September 30, 2025 and related information follows: 

 

  

Number of Shares

  

Range of Warrant Exercise

  

Weighted Average

  

Weighted Average Remaining Contractual

 
  

Under Warrant

  

Price per Share

  

Exercise Price

  

Life (Years)

 

Balance at January 1, 2025

    $  $  $    

Granted

  113,104,864  $0.37  $0.55  $0.47    

Exercised

  (19,212,408) $0.37  $0.37  $0.37    

Balance at September 30, 2025

  93,892,456  $0.37  $0.55  $0.49   5.0 

Exercisable at September 30, 2025

  93,892,456  $0.37  $0.55  $0.49   5.0 

 

For a summary of the changes in fair value and the impact of changes in accounting policy associated with the Company's warrant liability for the nine months ended September 30, 2025, see Note 2 - Basis of presentation, principles of consolidation and significant accounting policies. Subsequent to September 30, 2025, Series E warrants to purchase 1,175,351 shares of common stock were exercised at $0.37 per share.

 

Equity Classified Warrants

 

A summary of the Company's equity classified warrant activity during the nine months ended September 30, 2025 and related information follows: 

 

  Number of Shares  

Range of Warrant Exercise

 
  

Under Warrant

  

Price per Share

 

Balance at January 1, 2025

  7,810,033  $  $ 

Granted

  19,966,089  $0.43  $1.64 

Exercised

  (7,477,570) $0.00  $2.23 

Expired warrants

  (67,670) $94.50  $94.50 

Balance at September 30, 2025

  20,230,882  $0.00  $0.55 

Exercisable at September 30, 2025

  18,976,140  $0.75  $54.45 

 

The equity awards granted primarily consist of Series C and Series D warrants granted during the quarter ended March 31, 2025. Additionally, equity awards exercised during the nine months ended September 30, 2025, primarily consisted of the Series A and B warrants exercised during the period.

 

In September 2025, the Company granted equity-classified warrants to purchase up to 375,000 shares of Company common stock with a ten-year term and an exercise price of $0.43. The warrants vest annually over four years while services are being performed. In July 2025, the Company issued 200,000 warrants to a consultant, of which 100,000 vested immediately and 100,000 will vest upon the signing of a letter of intent or the closing of a licensing deal with a value of $10 million or more. In January 2025, the Company granted equity-classified warrants to two consultants to purchase up to 50,000 shares each of Company common stock with a ten-year term and an exercise price of $1.64. The first 50,000 of these warrants vest based on performance of certain services, and the other 50,000 vest annually over four years.

 

In March 2024, the Company granted equity-classified warrants to purchase up to 3,334 shares of Company common stock with a ten-year term and an exercise price of $9.15. The warrants vest annually over four years while services are being performed.

 

Other Components of Equity and Share Issuances

 

During the nine months ended September 30, 2025, all remaining pre-funded warrants were exercised, leaving no remaining pre-funded warrants outstanding as of September 30, 2025. In July 2025, the Company issued 58,785 shares of common stock to a consultant in exchange for services provided. The Company issued 19,889 shares of common stock upon the vesting of RSUs in July 2025 pertaining to the prior quarter. 

 

At Market Issuance Sales Agreement (ATM) 

 

In July 2025, the Company entered into a certain At Market Issuance Offering Agreement (2025 ATM Agreement) with Roth Capital Partners, LLC. (Roth). Pursuant to the terms of the 2025 ATM Agreement, the Company may offer and sell shares of our common stock having an aggregate offering price of up to $6.5 million from time to time through or to Roth acting as our sales agent or principal. Roth may also sell shares of our common stock in negotiated transactions at market prices prevailing at the time of sale at prices related to such prevailing market prices and either party may cancel upon two business days notice. The Company agreed to pay a commission to Roth of 3.0% of the gross proceeds of any shares of common stock sold under the 2025 ATM Agreement, in addition to the reimbursement of certain expenses. The 2025 ATM Agreement terminates upon the sale of shares in the aggregate amount in the agreement.