XML 54 R25.htm IDEA: XBRL DOCUMENT v3.24.1
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
January 2024 Unit Offering
On January 23, 2024, the Company completed an underwritten public offering (the “January Public 2024 Units Offering”) consisting of 6.9 million Units, each consisting of one share of common stock and one warrant to purchase one share of common stock, and for certain investors in lieu thereof, pre-funded Units, each consisting of one pre-funded warrant to purchase one share of common stock and one warrant to purchase one share of common stock. The public offering price for each Unit was $1.50 and the public offering price for each pre-funded Unit was $1.49.

The Company granted the underwriters for the January 2024 Public Units Offering a 30-day option to purchase up to an additional 1.0 million shares of common stock and/or additional warrants to purchase up to 1.0 million shares of common stock, in any combination thereof, at the public offering price, less underwriting discounts and commissions. The underwriters elected to purchase an additional 36,003 warrants from the Company under this option.

The warrants issued to investors in January 2024 Public Units Offering have an exercise price of $1.65 per share, were immediately exercisable upon issuance and will remain exercisable until the date that is five years after their original issuance. The pre-funded warrants have an exercise price of $0.01 per share, are immediately exercisable and will remain exercisable until exercised in full. The gross proceeds from the January 2024 Public Units Offering, before deducting underwriting discounts and commissions and other public offering expenses payable by the Company were approximately $10.3 million (excluding any proceeds that may be received upon the exercise of the warrants or the pre-funded warrants).
Concurrently with the completion of the January 2024 Public Units Offering, the Company sold 1.2 million Units at a purchase price of $1.73 per Unit to the Schuler Trust which satisfied the Schuler Purchase Obligation, and an aggregate of 33,332 Units at a purchase price of $1.50 per Unit to the Company’s Chief Executive Officer and Chief Financial Officer, in each case, in a private placement offering. In addition, the Schuler Trust agreed to purchase an additional 1.6 million Units at a purchase price of $1.73 per unit on or before May 20, 2024. The gross proceeds from the private placement offerings, before deducting private placement expenses payable by the Company, were approximately $4.7 million (excluding any proceeds that may be received upon the exercise of the warrants). Further information about the Schuler Purchase Obligation is described in Note 11, Related Party Transactions.
The current estimate of net proceeds, after consideration of estimated transaction expenses, is approximately $13.6 million.
Nasdaq Notice
On March 4, 2024, the Company received written notice from Nasdaq’s Listing Qualifications Staff notifying the Company that for the last 31 consecutive business days, the Market Value of Listed Securities was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market (“MVLS Requirement”). In accordance with Nasdaq rules, the Company has been provided with an initial period of 180 calendar days, or until September 3, 2024, to regain compliance with the MVLS Requirement. If, at any time before the this date, the market value of the Company’s common stock closes at $35 million or more for a minimum of ten consecutive business days, Nasdaq will provide written confirmation to the Company and close the matter. If the Company does not regain compliance with the MVLS Requirement prior to this date, Nasdaq will provide written notification that the Company’s common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel. The Company is evaluating potential actions to regain compliance with the MVLS Requirement and intends to actively monitor the market value of common stock. The Company may also, if appropriate, consider other options to regain compliance with Nasdaq’s continued listing standards.