Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Stockholders Equity [Abstract]

Stockholders' Equity

Note 6. Stockholders’ Equity

Overview

Preferred Stock

The Company’s current Certificate of Incorporation authorizes the issuance of preferred stock. The total number of shares of preferred stock which the Company is authorized to issue is 10,000,000, with a par value of $0.00001 per share. As of June 30, 2024 and December 31, 2023 there were no preferred shares issued or outstanding.

Common Stock

The Company’s current Certificate of Incorporation authorizes the issuance of common stock. The total number of shares which the Company is authorized to issue is 100,000,000, with a par value of $0.00001 per share (the “Common Stock”). As of June 30, 2024 and December 31, 2023, there were 2,837,898 and 1,171,233 shares of Common Stock issued or outstanding, respectively.

On February 29, 2024, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation for purposes of effecting a 1-for-10 reverse stock split (the “Reverse Split”) of the Company’s outstanding shares of Common Stock such that, effective upon March 1, 2024, the day after the filing thereof, every 10 issued and outstanding shares of the Company’s Common Stock were subdivided and reclassified into one validly issued, fully paid and non-assessable share of the Company’s Common Stock.

All share and per share amounts in the condensed consolidated financial statements have been retroactively adjusted for all periods presented to give effect to the Reverse Split, including reclassifying $105 equal to the reduction in par value to additional paid-in capital.

The Reverse Split affected all issued and outstanding shares of Common Stock, as well as Common Stock underlying stock options and warrants outstanding immediately prior to the effectiveness of the Reverse Split.

On May 17, 2024 (the “Closing Date”), the Company consummated a public offering (the “Offering”) of an aggregate of (i) 937,034 shares (the “Shares”) of Common Stock, pre-funded warrants to purchase up to 729,633 shares of Common Stock (“Pre-Funded Warrants”), Series A-1 Common Stock purchase warrants (“Series A-1 Common Warrants”) to purchase up to 1,666,667 shares of Common Stock (“Series A-1 Warrant Shares”), and Series A-2 Common Stock purchase warrants (“Series A-2 Common Warrants” and together with the Series A-1 Common Warrants, the “Common Warrants”) to purchase up to 1,666,667 shares of Common Stock (“Series A-2 Warrant Shares” and together with the Series A-1 Warrant Shares, the “Common Warrant Shares”). Each Share and associated Series A-1 Common Warrant and Series A-2 Common Warrant to purchase an aggregate of two (2) Common Warrant Shares was sold at a combined public offering price of $1.35. Each Pre-Funded Warrant and associated Series A-1 Common Warrant and Series A-2 Common Warrant to purchase an aggregate of two (2) Common Warrant Shares was sold at a combined public offering price of $1.34999.

The aggregate net proceeds from the Offering was approximately $1.8 million, after deducting placement agent fees and other offering expenses, which amounted to approximately $453,000.

Warrants

The following table sets forth activity with respect to the Company’s warrants to purchase common stock for the six months ended June 30, 2024:

	Number of Shares			Weighted Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Outstanding, at January 1,		1,843		$	117.84		3.4
Grants of warrants:
Common		3,333,334		$	1.35
Pre-funded		729,633		$	0.00001
Exercised (1)		(729,633	)	$	0.00001
Forfeited		—			—
Outstanding and Exercisable, at June 30,		3,335,177		$	1.41		3.1

⁽¹⁾ A portion of the pre-funded warrants were exercised on a cashless basis, resulting in 2 shares being forfeited.

In May 2024, the Company granted common warrants in connection with the Offering, those warrants had a relative fair value of approximately $1.1 million which was recorded to additional paid-in capital at the time of issuance.

For the six months ended June 30, 2024, the valuation assumptions for warrants issued were estimated on the measurement date using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Expected term (years)	3.25
Risk-free interest rate	4.79	%
Expected volatility	138.49	%
Expected dividend yield	—	%