v3.24.3
Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
January 2024 Registered Offering
On January 25, 2024 the Company entered into a securities purchase agreement (the “SPA”) with an institutional investor, pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 5,243,967 shares of the Company’s common stock, at a purchase price of $0.32 per share and (ii) 3,193,534 pre-funded warrants (the “Pre-funded Warrant(s)”) to purchase up to an aggregate of 3,193,534 shares of common stock for aggregate gross proceeds to the Company of approximately $2.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Registered Offering”). The Pre-funded Warrants were sold at an offering price of $0.319 per Pre-funded Warrant and are exercisable at a price of $0.001 per share.
In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Pre-funded Warrant purchased in the offering, an additional ordinary share purchase warrant (“Regular Warrants”). The Regular Warrants have an exercise price of $0.35 and are exercisable to purchase an aggregate of 8,437,501 shares of common stock. The Regular Warrants are exercisable for five years.
Preferred Stock
The Company has 50,000,000 shares of preferred stock authorized. The Company has designated a Series A Preferred Stock, Series B Preferred Stock, and a Series C Preferred Stock.
Series A Preferred Stock
The Company has designated 10,000,000 shares of Series A Preferred Stock, par value of $0.0001. As of September 30, 2024 and December 31, 2023, the Company has 5,875,000 shares of Series A Preferred Stock issued and outstanding, which is convertible into 587,500 shares of the Company's common stock.
For the nine months ended September 30, 2024, the Company recognized $54,808 in Series A dividends, all of which have been paid as of September 30, 2024.
Series B Preferred Stock
The Company has designated 10,000,000 shares of Series B Preferred Stock, par value of $0.0001. As of September 30, 2024 and December 31, 2023, the Company has 0 shares of Series B Preferred Stock issued and outstanding.
Series C Preferred Stock
The Company has designated 10,000,000 shares of Series C Preferred Stock, par value of $0.0001. As of September 30, 2024 and December 31, 2023, the Company has 770,000 shares of Series C Preferred Stock issued and outstanding, which is convertible into 481,250 shares of the Company's common stock.
For the nine months ended September 30, 2024, the Company recognized $34,650 in Series C dividends, all of which have been paid as of September 30, 2024.
Common Stock
The Company has 3,000,000,000 shares of common stock, par value $0.0001 authorized. The Company has 56,109,928 and 47,672,427 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively.
During the nine months ended September 30, 2024, 8,437,501 shares of common stock were issued, all in connection with the SPA. 3,193,534 of these related to the Pre-funded Warrants.
During the nine months ended September 30, 2024, the Company recorded an obligation to issue 515,464 restricted shares of common stock, that vest ratably over a period of one year, to its Board of Directors for their service on the Board from January 1, 2024, through June 30, 2024. The total expense booked to record this obligation was $146,768. The shares were not issued as of June 30, 2024. Once issued, any unvested restricted shares of common stock are forfeited upon termination of the Board members position on the Board of Directors prior to the end of 2024.
Warrants
The following table represents a summary of warrants for the nine months ended September 30, 2024 and the year ended December 31, 2023:
Nine Months Ended
September 30, 2024		Year Ended
December 31, 2023
NumberWeighted
Average
Exercise
Price		NumberWeighted
Average
Exercise
Price
Beginning balance7,444,698$1.68 5,678,836$1.84 
Warrants8,437,5010.25 1,765,8621.17 
Pre-funded Warrants3,193,5340.09 — — 
Total Granted11,631,0350.34 1,765,8621.17 
Warrants— — — — 
Pre-funded Warrants(3,193,534)0.32 — — 
Total Exercised (3,193,534)0.32 — — 
Ending balance15,882,199$0.97 7,444,698$1.68 
Warrants exercisable 15,882,1997,444,698
Intrinsic value of warrants$185,421 $327,214 
Weighted Average Remaining Contractual Life (Years)4.234.70
The Pre-funded Warrants that the Company sold related to the Registered Offering were immediately exercisable and do not have an expiration date. As noted above, the Company sold Pre-funded Warrants to purchase up to an aggregate of 3,193,534 shares of common stock at an offering price of $0.319 per Pre-funded Warrant, which are exercisable at a price of $0.001 per share. As of September 30, 2024, all Pre-funded Warrants have been exercised.
The Regular Warrants related to the Registered Offering became exercisable on March 20, 2024, upon effectiveness of shareholder approval which was obtained on February 12, 2024. The Regular Warrants expire on March 20, 2029, and have an exercise price of $0.35 per share.
The Regular Warrants and the Pre-funded Warrants do not require a cash settlement for the warrants. Based on the terms of the agreements, both the Regular Warrants and the Pre-funded warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of the net proceeds from the offering to the ordinary shares and Regular Warrants and Pre-funded warrants based on relative fair value. The value allocated to the Regular Warrants and Pre-funded warrants was recorded in Additional Paid-In Capital in the Consolidated Balance Sheets.
Options
The Company on November 9, 2021, approved the 2021 Stock Incentive Plan (the "Plan"), that authorized the Company to issue up to 2,500,000 shares of the Company's common stock in the form of restricted stock, stock options, and other stock awards as set forth in the Plan. On November 9, 2023 the Board of Directors approved
an amendment to the Plan to increase the aggregate number of shares available for issuance from 2,500,000 to 6,000,000 (the "Amended Plan"), which was approved by the Company's shareholders at its annual meeting on May 29, 2024. As of September, 30, 2024, 4,032,500 stock options have been granted under the Amended Plan.
The following represents a summary of options for the Amended Plan and additional options granted outside of the Amended Plan, for the nine months ended September 30, 2024 and the year ended December 31, 2023:
NumberWeighted
Average
Exercise
Price		Weighted-Average Remaining Contractual Term (in Years)Weighted
Average
Fair Value
Outstanding, December 31, 20238,243,437$2.41 4.98$3.58 
Granted150,0000.35 6.920.31 
Exercised————
Forfeited(65,938)1.72 ——
Outstanding. March 31, 20248,327,4992.38 4.763.55 
Granted————
Exercised————
Forfeited(150,000)0.35 ——
Outstanding, June 30, 20248,177,499 2.42 4.473.61 
Granted1,900,000———
Exercised————
Forfeited————
Outstanding, September 30, 202410,077,499$2.00 4.09$2.95 
As of September 30, 2024
Vested and exercisable6,003,993$2.30 4.05$2.91 
During the nine months ended September 30, 2024, the Company recognized $4,184,930 of noncash stock based compensation related to the vesting of service-based stock options. No options were exercised during the nine months ended September 30, 2024.
The fair value of each option is estimated using the Black-Scholes valuation model. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used for the periods as follows:
Nine Months Ended
September 30, 2024		Year
Ended
December 31, 2023
Expected term7 years7 years
Expected volatility
123.05% – 124.33%
161.61% – 166.14%
Expected dividend yield— — 
Risk-free interest rate
3.89% – 4.45%
3.48% - 3.89%