Capital Structure

3 Months Ended

Mar. 31, 2026

Capital Structure [Abstract]

Capital Structure

7. Capital Structure

Common Stock

As of March 31, 2026 and December 31, 2025 , the Company is authorized to issue 400,000,000 shares of common stock with a par value of $0.00001 per share. As of March 31, 2026 and December 31, 2025, the Company had 13,608,281 and 7,974,380 shares of common stock issued and outstanding, respectively. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate in the future

Preferred Stock

In October 2021, the Company amended its Certificate of Incorporation and revised the number of preferred stock shares authorized for issuance to 10,000,000 shares at a par value of $0.00001. As of March 31, 2026 and December 31, 2025, there were no shares of preferred stock issued and outstanding.

Reverse Stock Split

On January 30, 2025, the Company’s stockholders voted to authorize the Company’s Board of Directors to effect a reverse stock split of the outstanding shares of common stock within a range of 1-for-5 to 1-for-150. On January 30, 2025, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-150 ratio, which reverse split became effective in the market on February 18, 2025.

The Company’s primary reason for effecting the reverse stock splits was to increase the per share price of our common stock to meet Nasdaq’s minimum bid price requirement for continued listing on Nasdaq.

Common Stock Offerings

On March 16, 2026, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, 1,686,788 shares of its common stock, par value $0.00001 per share, at a purchase price of $1.93 per share and 3,313,212 pre-funded warrants to purchase shares of common stock, at a purchase price of $1.92999 per pre-funded warrant. The Company received net proceeds of approximately $8.75 million from the offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

On June 27, 2025, the Company entered into a securities purchase agreement pursuant to which the Company agreed to sell and issue, in a registered direct offering, 313,564 shares of its common stock, par value $0.00001 per share at a purchase price of $7.50 per share and 1,979,769 pre-funded warrants to purchase shares of Common Stock, at a purchase price of $ of $7.49999 per Pre-Funded Warrant. The Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date concluding the purchase price approximated the fair value. The offering closed on June 30, 2025. The Company received net proceeds of approximately $13.7 million from the offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

On June 26, 2025, the Company entered into a securities purchase agreement pursuant to which the Company agreed to sell and issue, in a registered direct offering, 192,496 shares of its common stock, par value $0.00001 per share at a purchase price of $5.01 per share and 2,801,516 pre-funded warrants to purchase shares of Common Stock, at a purchase price of $ of $5.00999 per pre-funded warrant. The Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date concluding the purchase price approximated the fair value. The offering closed on June 27, 2025. The Company received net proceeds of approximately $15.9 million from the offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

At the Market Equity Financing 

On September 5, 2025, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp. (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $100,000,000 in “at the market” offerings through or to the Agent, as sales agent or principal. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. As of December 31, 2025, a total of 935,114 shares of common stock were sold through Aegis Capital Corp. under the Sales Agreement. As of December 31, 2025, the Company has received net proceeds of $5,472,691 after payment of commission fees of $173,341 and other related expenses of $131,990. 

As of March 31, 2026, a total of 4,857,227 shares of common stock were sold through Aegis Capital Corp. under the Sales Agreement. As of March 31, 2026, the Company has received net proceeds of $14,639,127 after payment of commission fees of $456,839 and other related expenses of $131,990.

Common Stock Warrants

The following warrants were outstanding as of March 31, 2026 and December 31, 2025, each of which is exercisable on a one-for-one basis for shares of the Company’s common stock (i.e., one warrant for one share). All warrants contain standard anti-dilution protections in the event of subsequent rights offerings, stock splits, stock dividends or other extraordinary dividends, or other similar changes in the Company’s common stock or capital structure, and none of which have any participating rights for any losses. All Series B warrants, which were issued as a part of the December 20, 2024 public offering, were fully exercised as of February 11, 2025 utilizing the cashless exercise provision in the warrant agreement. In addition, on March 31, 2025, the Company reclassified the Series A warrants from liability to equity upon determining that the warrants no longer required liability classification.

	Warrants		Exercise		Expiration	Fair
Securities into which warrants are convertible	outstanding		Price		Date	value
Common stock (Initial Public Offering)		9	$	40,650	October 2026	$	170,397
Common stock (Private Placement)		426	$	140,625	April 2027		6,071,114
Common stock (Series A)		517,598	$	48.30	January 2030		7,634,428
Total		518,033				$	13,875,939

The Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The Company determined the fair value of the Initial Public Offering and Private Placement warrants using the Black-Scholes pricing model and treated the valuation as equity instruments in consideration of the cashless settlement provisions in the warrant agreements. The warrants are not marked-to-market each reporting period, and thus there is no impact to earnings. Any future exercises of the warrants will be recorded as cash received and recorded in cash, with a corresponding increase to common stock and additional paid-in capital in stockholders’ equity.

The Company used the following assumptions for March 31, 2026 and December 31, 2025:

	Initial
	Public			Private
	Offering			Placement
	Warrants			Warrants
	(Oct 2021)			(Apr 2022)
Fair value of underlying securities	$	2.88		$	1.37
Expected volatility		51.0	%		45.0	%
Expected term (in years)		5.0			5.0
Risk-free interest rate		1.13	%		2.92	%

Under ASC 815-40-35-8, Derivatives and Hedging Reclassification of Contracts, shareholder approval on January 30, 2025, initiated the price reset period, resulting in a fixed exercise price for the warrants. As such, the warrants were reclassified to equity and remeasured utilizing the Black Scholes model with the following assumptions:

	Series A
	Warrants
Fair value of underlying securities	$	14.75
Expected volatility		183.38	%
Expected term (in years)		4.96
Risk-free interest rate		4.30	%

The fair value of the Series B warrants were re-measured prior to exercise using the Black-Scholes model, now that the exercise price has been fixed, based on the following assumptions:

	Series B
	Warrants
Fair value of underlying securities	$	6.01 - 32.19
Expected volatility		162.99 - 190.53	%
Expected term (in years)		2.46 - 2.49
Risk-free interest rate		4.18 - 4.30	%