Stockholders' Equity

3 Months Ended

Mar. 31, 2025

Stockholders Equity

Stockholders' Equity

12. Stockholders’ Equity

Preferred stock

The Company has 10,000,000 shares of preferred stock authorized, of which no shares were issued and outstanding as of March 31, 2025 and December 31, 2024.

Common stock

The Company has 500,000,000 shares of common stock authorized, of which 72,068,059 shares were issued and outstanding as of March 31, 2025 and December 31, 2024. Common stockholders are entitled to one vote for each share of outstanding common stock held at all meetings of stockholders and written actions in lieu of meetings. Common stockholders are entitled to receive dividends for each share of outstanding common stock, if and when declared by the Board. No dividends have been declared or paid by the Company through March 31, 2025.

The Company’s non-employee board members agreed to receive the 2022 and 2023 director fees totaling $240,000 in shares of common stock. In August 2024, 163,632 shares of common stock were issued and the value of the fees totaling $165,000 is recorded as par and additional paid-in capital on the consolidated balance sheet. In December 2024, 77,626 shares of common stock were issued and the value of the fees totaling $75,000 is recorded as additional paid-in capital on the consolidated balance sheet. The Company's non-employee board members received 429,423 shares of common stock during 2024, of which $400,000 and $100,000 was recorded as stock compensation expense in 2024 and 2023, respectively.

In July 2024, the Company issued 13,800,000 shares of common stock in a public offering at a public offering price of $2.50 per share for aggregate gross proceeds totaling $34,500,000. Issuance costs, including commissions and expenses totaled $2,194,041.

In November 2024, the Company issued an additional 2,754,250 shares of common stock in a public offering at a public offering price of $6.75 per share for aggregate gross proceeds totaling $18,591,187. Issuance costs, including commissions and expenses totaled $1,454,344.

The following shares were issued to consultants and vendors for the three months ended March 31, 2025:

Description	Origination Date	Shares		Fair Value		Settlement Date	Fair Value at Settlement		Change in Fair Value
Issuance of common stock to consultant	January 2025		50,000	$	247,000		$	—	$	—
			50,000	$	247,000		$	—	$	—

The following shares were issued to consultants and vendors for the three months ended March 31, 2024:

Description	Origination Date	Shares		Fair Value		Settlement Date	Fair Value at Settlement		Change in Fair Value
Settlement of liability with consultants	January 2024		100,000	$	195,000	September 2024	$	219,500	$	(24,500	)
			100,000	$	195,000		$	219,500	$	(24,500	)

During the three months ended March 31, 2025 and 2024, the Company issued shares of common stock to consultants and vendors to settle share liabilities. The fair value of these shares is recorded to share liability in the consolidated balance sheet and the change in fair value upon settlement of the share liability is recorded to change in fair value of share liability in the consolidated statements of operations and comprehensive loss.

Activity of the share liabilities for the three months ended March 31, 2025 is as follows:

	Share Liability as of December 31, 2024		New Share Liabilities in 2025		Mark to Market Adjustments in 2025			Liabilities Settled in 2025		Share Liabilities as of March 31, 2025
Share liabilities	$	—	$	247,000	$	(12,500	)	$	—	$	234,500
	$	—	$	247,000	$	(12,500	)	$	—	$	234,500

Activity of the share liabilities for the three months ended March 31, 2024 is as follows:

	Share Liability as of December 31, 2023		New Share Liabilities in 2024		Mark to Market Adjustments in 2024		Liabilities Settled in 2024		Share Liabilities as of March 31, 2024
Share liabilities	$	—	$	195,000	$	218,000	$	—	$	413,000
	$	—	$	195,000	$	218,000	$	—	$	413,000