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COMMON STOCK WARRANTS
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
COMMON STOCK WARRANTS STOCKHOLDERS’ EQUITY
Preferred Stock
We are authorized to issue 10 million shares of preferred stock with a par value of $0.001. Rights and any series designation would be established at time of issuance of preferred stock. As of December 31, 2024 and 2023 there was no preferred stock outstanding.
Common Stock
We are authorized to issue 100 million shares of common stock with a par value of $0.001 per share. Stockholders of common stock have unlimited voting rights and are entitled to receive the net assets of the Company upon dissolution, subject to the rights of the preferred stockholders, if any.
We had the following common stock offerings in 2024 and 2023:
April 2023. We consummated a registered direct offering with certain institutional investors and issued an aggregate of 7,142 shares of our common stock at a purchase price of $210.00 per share and warrants to purchase up to an aggregate of 7,142 shares of common stock at a purchase price of $194.40 per share (“Series C” warrants), for gross proceeds of approximately $1.5 million, prior to deducting placement agent fees and offering expenses of $290,000. In connection with this offering, we issued the placement agent warrants to purchase up to 534 share of common stock with an exercise price of $262.50 per share.
The common stock and Series C warrants issued in this April 2023 offering were offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-261227) initially filed with the SEC on November 19, 2021, as amended, which was declared effective by the SEC on May 6, 2022, and a prospectus supplement dated April 10, 2023.
November 2023. We consummated a private placement with certain institutional and accredited investors and issued an aggregate of 45,031 shares of our common stock at a purchase price of $13.00 per share, pre-funded warrants to purchase up to an aggregate of 339,585 shares of common stock at a purchase price of $13.00 per pre-funded warrant (“November 2023 Pre-Funded Warrants”) and associated warrants to purchase up to an aggregate of 769,228 shares of common stock at $13.00 per share (“Series D” and “Series E” warrants), for gross proceeds of approximately $5.0 million, prior to deducting placement agent fees and offering expenses of $800,000. In connection with this offering, we issued the placement agent warrants to purchase up to 28,844 shares of common stock with an exercise price of $16.25 per share.
All of the November 2023 Pre-Funded Warrants were exercised by December 31, 2023.
The common stock, November 2023 Pre-Funded Warrants and Series D and Series E warrants issued in this November 2023 offering were offered and sold pursuant to a registration statement on Form S-1 (File No. 333-273370) initially filed with the SEC on July 21, 2023, as amended, which was declared effective by the SEC on November 27, 2023.
June 2024. We entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock for aggregate gross proceeds of up to $1.6 million (“ATM Facility”). The offer and sale of shares will be made pursuant to a previously filed shelf registration statement on Form S-3 (Registration no. 333-261227), originally filed with the SEC on November 19, 2021, amended on May 4, 2022, and declared effective by the SEC on May 6, 2022, and the related prospectus supplement related to the offering of shares dated June 20, 2024, and filed with the SEC on such date pursuant to Rule 424(b) under the Securities Act. Through December 31, 2024, we have sold 15,051 shares for gross proceeds of $44,000 under this ATM Facility. As of December 31, 2024, there are 300,138 shares of common stock reserved for potential issuance with available capacity of $1.5 million under this ATM Facility. See prepaid equity offering costs under Prepaid Expenses and Other Current Assets in Note 2 for costs related to the ATM Facility, which are ratably netted against proceeds received based on stock sales.
August 2024. We issued 505,502 shares pursuant to the exercise of warrants. Certain warrant holders were induced to exercise warrants by reducing the exercise price to the then current market price of our common stock (the “Warrant Inducement”). The original warrants consisted of 48,911 shares issued August 24, 2023 with an exercise price of $86.40 per share and a weighted average remaining life of 2.1 years (the “August 2023 Original Warrants”) and 456,591 shares issued November 29, 2023 with an exercise price of $13.00 per share and a weighted average remaining life of 2.5 years (the “November 2023 Original Warrants”) (collectively, the “Original Warrants”). The Original Warrants were exercised for $4.60 per share for gross proceeds of $2.3 million, before deducting $340,000 of issuance costs.
The difference between the fair value of the warrants immediately prior to modification and immediately after modification was treated as a transaction cost, which is netted against proceeds received, and was $386,000 using the Black-Scholes model based on the following significant inputs:
•For the August 2023 Original Warrants: common stock price of $4.10 per share; volatility of 151%; term of 2.1 years; dividend yield of 0%; and risk-free rate of 3.9%; and
•For the November 2023 Original Warrants: common stock price of $4.10 per share; volatility of 140%; term of 2.5 years; dividend yield of 0%; and risk-free rate of 3.8%.
In connection with the Warrant Inducement transaction, new warrants to purchase 1,036,279 shares of our common stock were issued, which are discussed under Common Stock Warrants Issued in August 2024 Private Inducement in Note 9.
COMMON STOCK WARRANTS
The following is the activity for common stock warrants:
Issue DateWarrant TypeTerm
Date		Exercise
Price		Balance
December 31,
2022		IssuedExercised Expired Balance
December 31,
2023		IssuedExercised ExpiredBalance
December 31,
2024
June 2018ReissueDecember 2023$87,360.00 24——(24)—————
August 2018Rights OfferingJuly 202355,200.00 84——(84)—————
August 2018Dealer ManagerAugust 2023828.00 6——(6)—————
July 2019Dealer ManagerJuly 202481,000.00 3———3——(3)—
January 2020Registered Direct OfferingJuly 202521,600.00 60———60———60
January 2020Dealer ManagerJuly 202524,000.00 4———4———4
March 2020Dealer ManagerMarch 20259,015.12 4———4———4
April 2020Dealer ManagerApril 20259,528.00 47———47———47
April 2020Registered Direct OfferingApril 20257,320.00 20———20———20
October 2020Private InducementNovember 2027379.80 417—(417)——————
October 2020Dealer ManagerApril 20265,174.40 34———34———34
February 2021Private Placement AgreementAugust 20265,318.40 677——(137)540———540
February 2021Private Placement AgreementNovember 2027379.80 229—(229)——————
February 2021Dealer ManagerAugust 20266,835.40 136———136———136
March 2021Dealer ManagerMarch 20266,000.00 60———60———60
November 2022Pre-Funded WarrantsFebruary 2023420.00 10,250—(10,250)——————
November 2022Series ANovember 2027379.80 11,905—(11,905)——————
November 2022Series BDecember 2023379.80 11,905—(11,905)——————
November 2022Dealer ManagerNovember 2027525.00 892———892———892
April 2023Series COctober 2028194.40 —7,142——7,142———7,142
April 2023Dealer ManagerApril 2028262.50 —534——534———534
August 2023Private InducementSeptember 202486.42 —23,810——23,810—(23,810)——
August 2023Private InducementAugust 202886.42 —25,101——25,101—(25,101)——
August 2023Dealer ManagerAugust 2028108.04 —1,222——1,222———1,222
November 2023Pre-Funded WarrantsDecember 202313.00 —339,585(339,585)——————
November 2023Series DNovember 202813.00 —384,615(3,000)—381,615—(230,589)—151,026
November 2023Series EMay 202513.00 —384,613(77,153)—307,460—(226,462)—80,998
November 2023Dealer ManagerNovember 202816.25 —28,844——28,844———28,844
August 2024Series F-1August 20294.35 —————571,318——571,318
August 2024Series F-2February 20264.35 —————439,686——439,686
August 2024Dealer ManagerAugust 20295.75 —————25,275——25,275
36,7571,195,466(454,444)(251)777,5281,036,279(505,962)(3)1,307,842
As of December 31, 2024, we had 1,307,842 shares of common stock issuable upon exercise of outstanding common stock warrants, at a weighted-average exercise price of $12.63 per share and expiring as follows:
Weighted Average Exercise PriceShares
Years Ending December 31:
2025$37.90 81,133
202614.19 440,456
2027525.00 892
202821.68 188,768
20294.41 596,593
12.63 1,307,842
Common Stock Warrants Issued in April 2023 Registered Direct Offering
In April 2023, Series C warrants were issued to the investors to purchase up to 7,142 shares of our common stock. The Series C warrants are exercisable immediately with an exercise price of $194.40 per share and expire October 12, 2028. We estimated the fair value of these warrants to be $1.1 million using a Black-Scholes model based on the following significant inputs: common stock price of $165.60 per share; volatility of 164%; term of 5.5 years; dividend yield of 0%; and risk-free interest rate of 3.4%.

In April 2023, placement agent warrants were issued to purchase up to 534 shares of our common stock. The placement agent warrants are exercisable immediately upon issuance, with an exercise price per share of $262.50 per share, and expire April 10, 2028. We estimated the fair value of these warrants to be $82,000 using a Black-Scholes model based on the following significant inputs: common stock price of $165.60 per share; volatility of 165%; term of 5 years; dividend yield of 0%; and risk-free interest rate of 3.5%.
Common Stock Warrants Issued in August 2023 Private Inducement
In August 2023, in connection with the Warrant Inducement Transaction, warrants were issued to the investor in the Warrant Inducement Transaction to purchase up to 48,911 shares of our common stock. These warrants are exercisable immediately with an exercise price of $86.42 per share, with 25,101 expiring August 2028 (“5-Year Warrants”) and 23,810 expiring September 2024 (“13-Month Warrants”). We estimated the fair value of the 5-Year Warrants to be $1.5 million using a Black-Scholes model based on the following significant inputs: common stock price of $81.80 per share; volatility of 98%; term of 5 years; dividend yield of 0%; and risk-free rate of 4.4%. The fair value of the 13-Month Warrants was estimated to be $930,000 using the Black-Scholes model based on the following significant inputs: common stock price of $81.80 per share; volatility of 122%; term of 1.1 years; dividend yield of 0%; and risk-free rate of 4.4%.

In August 2023, placement agent warrants were issued to purchase up to 1,222 shares of our common stock. The placement agent warrants are exercisable immediately upon issuance, with an exercise price of $108.04 per share and expire August 2028. We estimated the fair value of these warrants to be $72,000 using a Black-Scholes model based on the following significant inputs: common stock price of $81.80 per share; volatility of 98%; term of 5 years; dividend yield of 0%; and risk-free interest rate of 5.4%.
Common Stock Warrants Issued in November 2023 Common Stock Offering
In November 2023, in connection with a registered direct offering with certain institutional and accredited investors, we issued common stock warrants as follows:
•Pre-Funded Warrants to purchase up to an aggregate of 339,585 shares of common stock at an exercise price of $13.00 per share, which are exercisable immediately and terminate only when exercised in full. These warrants were exercised in full by December 31, 2023. We estimated the fair value of the Pre-Funded Warrants to be
$685,000 using a Black Scholes model based on the following significant inputs: common stock price of $9.30 per share; volatility of 262%; remaining term of one month; dividend yield of 0% and risk-free interest rate of 5.5%.
•Series D warrants to purchase up to an aggregate of 384,615 shares at an exercise price of $13.00 per share, which are exercisable immediately and expire November 2028.We estimated the fair value of the Series D warrants to be $2.6 million using a Black Scholes model based on the following significant inputs: common stock price of $9.30 per share; volatility of 103%; remaining term of 5 years; dividend yield of 0% and risk-free interest rate of 4.2%.
•Series E warrants to purchase up to an aggregate of 384,613 shares at an exercise price of $13.00 per share, which are exercisable immediately and expire May 2025. We estimated the fair value of the Series E warrants to be $1.8 million using a Black Scholes model based on the following significant inputs: common stock price of $9.30 per share; volatility of 128%; remaining term of 1.5 years; dividend yield of 0% and risk-free interest rate of 4.6%.
Common Stock Warrants Issued to Placement Agent in November 2023 Common Stock Offering
In connection with the registered direct offering in November 2023, we issued to the placement agent warrants to purchase up to 28,844 shares of common stock at an exercise price of $16.25 per share. These warrants are exercisable in May 2024 and expire in November 2028. The placement agent warrants and the shares of common stock issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided in Section 4(a)(2) under the Securities Act.
We estimated the fair value of these warrants to be $189,000 using a Black Scholes model based on the following significant inputs: common stock price of $9.30 per share; volatility of 103%; remaining term of 5 years; dividend yield of 0%; and risk-free interest rate of 4.2%.
Common Stock Warrants Issued in August 2024 Private Inducement
In August 2024, in connection with the Warrant Inducement transaction discussed in Note 8, warrants were issued to the investor in the Warrant Inducement Transaction to purchase up to 1,011,004 shares of our common stock. These warrants are immediately exercisable with an exercise price of $4.35 per share, with 571,318 expiring August 2029 (“Series F-1 Warrants”) and 439,686 expiring February 2026 (“Series F-2 Warrants”). For additional information, see Note 14. We estimated the fair value of the Series F-1 Warrants to be $1.9 million using a Black-Scholes model based on the following significant inputs: common stock price of $4.10 per share; volatility of 118%; term of 5 years; dividend yield of 0%; and risk-free rate of 3.6%. The fair value of the Series F-2 Warrants was estimated to be $1.2 million using the Black-Scholes model based on the following significant inputs: common stock price of $4.10 per share; volatility of 153%; term of 1.5 years; dividend yield of 0%; and risk-free rate of 4.1%.

In August 2024, placement agent warrants were issued to purchase up to 25,275 shares of our common stock. The placement agent warrants are exercisable immediately upon issuance, with an exercise price of $5.75 per share, and expiring August 2029. We estimated the fair value of these warrants to be $83,000 using a Black-Scholes model based on the following significant inputs: common stock price of $4.10 per share; volatility of 118%; term of 5 years; dividend yield of 0%; and risk-free interest rate of 3.6%.