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Common Stock
 6 Months Ended
Jun. 30, 2024
Common Stock  
Common Stock

Note 6 - Common Stock

 

As of June 30, 2024, the Company was authorized to issue 100 million shares of common stock, par value $0.001 per share, of which 82,928,314 and 81,898,321 shares were issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

 

Stock Option Exercises

 

During the six months ended June 30, 2024, no shares of common stock were issued pursuant to the exercise of stock options.

 

Stock Options Expired / Cancelled

 

On April 16, 2024, 36,821 vested stock options previously granted to an employee were cancelled and returned as authorized shares under the 2015 Plan on the expiration of the exercise period following the resignation of such employee.

 

RSU Settlements

 

Below is a table summarizing the RSUs vested and settled during the six months ended June 30, 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

 

2015

 

 

51,000

 

 

 Apr 4, 2024

 

 

32,337

 

 

 

18,663

 

2015

 

 

50,000

 

 

 May 1, 2024

 

 

34,496

 

 

 

15,504

 

2015

 

 

11,500

 

 

 Jun 1, 2024

 

 

6,670

 

 

 

4,830

 

2015

 

 

14,962

 

 

 Jun 15, 2024

 

 

11,684

 

 

 

3,278

 

 

 

 

202,261

 

 

 

 

 

153,356

 

 

 

48,905

 

 

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 June 30, 2024, and December 31, 2023, were $101,097 and $126,649 respectively. The warrant liability was estimated using the Black-Scholes pricing model with the following assumptions.

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

 

 

 

 

 

Risk-free interest rate

 

 

4.43%

 

 

3.89%

Expected volatility

 

 

82.80%

 

 

76.30%

Expected life (years)

 

 

3.94

 

 

 

4.44

 

Expected dividend yield

 

 

-

 

 

 

-

 

Total fair value

 

$101,097

 

 

$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 Registration Statement on Form S-3 (File No. 333-259783) effective November 8, 2021) (the “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 six months ended June 30, 2024, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $605,221 under the 2022 EDA through the sale of 747,505 shares of its common stock. As of June 30, 2024, the Company has raised aggregate net proceeds (net of broker commissions and fees) of approximately $2.1 million under the 2022 EDA through the sale of 1,378,037 shares of its common stock.