SHAREHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2025

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 4 – SHAREHOLDERS’ EQUITY

Common Stock

Authorized Shares

The Company’s Certificate of Incorporation, as filed with the State of Delaware on May 10, 2023, following the Company’s conversion from a California corporation into a Delaware corporation, authorizes the Company to issue up to 120,000,000 shares, consisting of 100,000,000 shares of common stock, par value of $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share. Holders of shares of common stock have full voting rights, with one vote for each share held of record. Shareholders are entitled to receive dividends as may be declared by the board of directors out of funds legally available and share pro rata in any distributions with shareholders upon liquidation. Shareholders have no conversion, pre-emptive or subscription rights. All outstanding shares of common stock are fully paid and non-assessable. As of June 30, 2025 and December 31, 2024, there were 17,743,765 and 13,736,597 shares of common stock issued and outstanding, respectively, and no shares of preferred stock outstanding.

Common Stock Issued for Cash Upon Closing of the Company’s Private Financing

On January 14, 2025, the Company entered into a securities purchase agreement (“SPA”) and registration rights agreement with an investor for the sale and issuance of 2,500,000 units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of a pre-funded warrant to purchase one share of common stock, exercisable for $0.001 per share, and a common warrant to purchase one and one half shares of common stock (an aggregate of 3,750,000), exercisable at $1.399 per share. On January 16, 2025, the Company closed on the sale of the Pre-Funded Units for a total purchase price of $3,500 (or $1.40 per Pre-Funded Unit). Net proceeds received by the Company relating to the financing and subsequent exercise of prefunded warrants was $3,058.

The pre-funded warrants have an exercise price of $0.001 per share and are immediately exercisable and will expire when exercised in full. The common warrants have an exercise price of $1.40 per share, will be exercisable six months from issuance and will expire five and a half years from the issuance date. During the six months ended June 30, 2025, the investor exercised 2,500,000 shares of the pre-funded warrants and as of June 30, 2025, there were no pre-funded shares remaining unexercised.

Common Stock Issued for Cash Upon Exercise of the Company’s Equity Line of Credit (ELOC)

During the three and six months ended June 30, 2025, in connection with its ELOC agreement with Helena, the Company sold 510,000 shares of its common stock to Helena for net proceeds of $210. The shares were issued to Helena during the three and six months ended June 30, 2025.

Subsequent to June 30, 2025, in connection with its ELOC agreement with Helena, the Company sold 3,000,000 shares of its common stock to Helena for net proceeds of $3,693, excluding certain related costs. The shares were issued to Helena in July 2025 (see Note 7).

Adoption of the 2023 Equity Incentive Plan

In July 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”). Under the 2023 Plan, the Company may grant incentive stock options to employees, including employees of any parent or subsidiary, and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, performance awards and other forms of stock compensation to employees, directors and consultants, including employees and consultants of the Company’s affiliates. As approved, a total of 1,650,000 shares of common stock were initially reserved for issuance under the 2023 Plan. As of June 30, 2025, and December 31, 2024, a total of 1,457,880 shares remained available for issuance under the 2023 Plan.

Grant of Restricted Stock Units (RSUs)

The following table summarizes restricted common stock activity during the six months ended June 30, 2025:

	Number of Restricted Shares			Fair Value			Weighted Average Grant Date Fair Value
Unvested, December 31, 2024		172,000		$	314		$	1.83
Granted		20,120			31			2.49
Vested		(78,521	)		(153	)		1.95
Forfeited		—			—			—
Unvested, June 30, 2025		113,599		$	192		$	1.86

On September 23, 2024, the Company entered into a strategic advisory agreement with Belair Capital Advisors Inc. (“Belair”). During the one-year term of the agreement, in exchange for its services, the Company issued Belair 50,000 RSUs, which vest six months from the date of issuance. The fair value of the shares on the date of grant was $100, which value will be amortized over the one-year service period of the agreement. None of these shares vested or were issued during the year ended December 31, 2024. During the six months ended June 30, 2025, the 50,000 RSUs vested and the shares were issued to Belair.

Upon the closing of the Company’s IPO, the Company entered into agreements with each of its four officers. Such agreements provided for annual grants of RSUs in accordance with the terms of the Company’s 2023 Equity Incentive Plan. The RSUs vest over one- or two-year periods and are subject to full acceleration of vesting upon the sale of the Company. Upon the closing of the Company’s IPO in September 2024, the Company granted the officers 92,000 RSUs. The fair value of the shares on the date of grant was $226. None of these RSUs vested during the year ended December 31, 2024. During the six months ended June 30, 2025, a total of 28,521 RSUs vested, and the shares were issued to the officers.

Upon the closing of the Company’s IPO, the Company entered into agreements with each of its three independent directors. The Company’s policy provides that, upon initial election or appointment to the board of directors, each new non-employee director will be granted a one-time grant, or Director Initial Grant, with a value of $50 of RSUs that will vest in substantially equal annual installments over a period of three years. The Director Initial Grant is subject to full acceleration of vesting upon the sale of the Company, in accordance with the terms of the Company’s 2023 Plan. In 2024, a total of 30,000 RSUs were granted to the directors. The fair value of the shares on the date of grant was $74. During the six months ended June 30, 2025, an additional 20,120 RSUs were granted to the Company’s new director with a fair value of $31. None of these RSUs had vested as of the six months ended June 30, 2025 or the year ended December 31, 2024.

During the six months ended June 30, 2025, the Company recorded $153 of stock compensation-related expense for the fair value vesting of restricted common stock. As of June 30, 2025, $192 of unamortized compensation remained.

Stock Warrants

The table below summarizes the Company’s warrant activities for six months ended June 30, 2025:

	Number of Warrant Shares			Exercise Price Range Per Share		Weighted Average Exercise Price
Balance, December 31, 2024		278,188		$	2.40 - 4.80	$	4.29
Granted		6,460,700			0.001 – 1.40		0.85
Cancelled		—			—		—
Exercised		(2,500,000	)		0.001		0.001
Forfeited/Expired		(150,000	)		4.17		4.17
Balance, June 30, 2025		4,088,888		$	0.40 – 4.80	$	1.49
Vested and exercisable, June 30, 2025		338,888		$	0.40 – 4.80	$	2.45

The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2025:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	0.40 - 0.46		35,700		4.92		0.46		35,700		4.92		0.46
	1.40 - 2.40		3,944,688		4.49	$	1.40		194,688		4.26	$	1.50
	4.80		108,500		4.25		4.80		108,500		4.25		4.80
$	1.40 - 4.80		4,088,888		4.44	$	1.49		338,888		4.32	$	2.45

Warrant Grants

On January 14, 2025, as amended on January 16, 2025, the Company entered into a securities purchase agreement (“SPA”) and registration rights agreement with a select investor. In connection with the agreement, on January 16, 2025, the Company issued to the investor a pre-funded warrant to purchase up to 2,500,000 shares of the Company’s common stock at an exercise price of $0.001 per share. The warrant is immediately exercisable and will expire when exercised in full. During the six months ended June 30, 2025, the SPA investor exercised 2,500,000 shares of the pre-funded warrant, and as of June 30, 2025, there were no shares remaining unexercised. The investor also received a warrant to purchase up to 3,750,000 shares of the Company’s common stock at an exercise price of $1.40 per share. The warrant will be exercisable six months from the date of issuance (July 2025) and will expire five years from the issuance date. None of the warrant shares were exercisable as of June 30, 2025.

In conjunction with closing on the SPA, on January 16, 2025, the Company issued a warrant to purchase 175,000 shares of the Company’s common stock, exercisable at $1.40 per share, to the placement agents to the SPA (the “Placement Agents”). The warrant vested upon grant and expire five years from the date of grant.

In May and June 2025, in conjunction with the Company’s exercise of the ELOC, the Company issued warrants to purchase 35,700 shares of common stock to the Placement Agents at exercise prices of $0.40 and $0.46 per share. The warrants vested upon grant and expire five years from the date of grant.

The intrinsic value for warrant shares outstanding as of June 30, 2025 was $4.