Common Stock

3 Months Ended

Mar. 31, 2024

Common Stock

Common Stock

Note 6 - Common Stock

As of March 31, 2024, the Company was authorized to issue 100 million shares of common stock, par value $0.001 per share, of which 82,108,972 and 81,898,321 shares were issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

Stock Option Exercises

During the three months ended March 31, 2024, no shares of common stock were issued pursuant to the exercise of stock options.

Stock Options Expired / Cancelled

During the three months ended March 31, 2024, no stock options to purchase shares of common stock expired or were cancelled.

RSU Settlements

Below is a table summarizing the RSUs vested and settled during the three months ended March 31, 2024, all of which were issued pursuant to the 2015 Plan.

Equity Incentive Plan	RSUs Vested (#)		Vest Date	Shares issued (#)		Shares Withheld for Taxes (#)
2015		21,582	Feb 8, 2024		21,582		-
2015		9,000	Mar 1, 2024		6,057		2,943
2015		44,217	Mar 27, 2024		40,530		3,687
		74,799			68,169		6,630

Warrants Issued in Equity Capital Raise

In connection with the June 2023 underwritten public offering of the Company’s common stock pursuant to the underwriting agreement with Prime Executions, Inc. dba Freedom Capital Markets (“Freedom”) dated June 1, 2023, the Company issued Freedom warrants to purchase an aggregate of 448,500 shares of Company common stock at an exercise price of $2.00 per share. The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815-40. The Company determined the warrants issued to Freedom failed the indexation guidance under ASC 815-40, specifically, the warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815-40, the Company has classified the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration.

Warrants Issued in Equity Capital Raise (continued)

The fair value of the warrants as of December 31, 2023, and March 31, 2024, were $126,649 and $145,571, respectively. The warrant liability was estimated using the Black-Scholes pricing model with the following assumptions.

	March 31, 2024			December 31, 2023
Risk-free interest rate		4.3	%		3.89	%
Expected volatility		81.35	%		76.30	%
Expected life (years)		4.19			4.44
Expected dividend yield		-			-
Total fair value	$	145,571		$	126,649

The fair value of the warrants deemed to be a liability, due to certain contingent put features, was determined using the Black-Scholes option pricing model, which was deemed to be an appropriate model due to the terms of the warrants issued, including a fixed term and exercise price.

Common Stock Issued for EpiCypher License Agreement

On March 12, 2024, the Company issued 129,132 shares of restricted common stock to EpiCypher, Inc. at a price of $0.97 per share  as partial consideration for license rights in connection with a License Agreement between EpiCypher and Belgian Volition.

Equity Distribution Agreement

On May 20, 2022, the Company entered into an equity distribution agreement (the “2022 EDA”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the Company’s 2021 Form S-3 through Jefferies acting as the Company’s agent and/or principal. The Company is not obligated to sell any shares under the 2022 EDA. 

During the three months ended March 31, 2024, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $15,733 under the 2022 EDA through the sale of 13,350 shares of its common stock. As of March 31, 2024, the Company has raised aggregate net proceeds (net of broker commissions and fees) of approximately $1.5 million under the 2022 EDA through the sale of 643,882 shares of its common stock.

See Note 9, Subsequent Events, for additional details regarding sales under the 2022 EDA subsequent to March 31, 2024.