Common Stock

3 Months Ended

Mar. 31, 2025

Common Stock

Common Stock

Note 7.    Common Stock

On February 24, 2025, the Company held a special stockholder meeting, at which stockholders voted, among other matters, to amend the Company’s Certificate of Incorporation, as amended and restated, to increase the number of authorized common stock from 500,000,000 to 1,040,000,000 shares of common stock at par value of $0.0001 per share. The holders of common stock are entitled to receive dividends whenever funds are legally available, when and if declared by the Company’s Board of Directors. As of March 31, 2025, there have been no cash dividend declared to date. Each share of common stock is entitled to one vote.

Common Stock Reserved

The table below summarizes the Company’s reserved common stock for further issuance as of March 31, 2025 and December 31, 2024:

	March 31,	December 31,
	2025	2024
	(unaudited)
Stock options issued and outstanding	98,971	98,971
Restricted stock units (unvested)	25,613	25,613
Shares available for future issuance under the stock incentive plan	59,817	25,818
Warrants	4,043,382	55,403
Contingent consideration	222,653	222,653
Convertible notes	399,128	399,128
Total common stock reserved	4,849,564	827,586

2023 Employee Stock Purchase Plan (“ESPP”)

The 2023 Employee Stock Purchase Plan assists eligible employees in acquiring a stock ownership interest of the Company’s common stock in consideration of the participating employees’ continued services. Eligible employers will be entitled to purchase, by means of payroll deductions, limited amounts of the Company’s common stock at a discount during periodic offering periods. There were 6,780 shares initially reserved for issuance under the 2023 ESPP, which shall automatically increase on January 1 of each calendar year beginning and including January 1, 2024 and ending on and including January 1, 2033, by an amount equal to the lesser of (i) 1.0% of the total number of shares of common stock issued and outstanding on January 1 of the year in which such increase is to occur, or (ii) such smaller number of shares of common stock as may be established by the Board of Directors. As of March 31, 2025, there were 19,419 shares available for issuance. There have been no shares issued under the 2023 ESPP.