Note 6 - Stockholders’ Equity:

Common Stock

On May 9, 2024, the Company filed a shelf registration statement (the “2024 Shelf Registration Statement”) for the issuance of up to $150,000,000 of Company securities. Also on May 9, 2024, the Company entered into an At-The-Market Issuance Sales Agreement with Leerink Partners LLC, as sales agent, pursuant to which the Company may sell, from time to time, an aggregate of up to $50,000,000 of its common stock through the sales agents under the 2024 Shelf Registration Statement, subject to limitations imposed by the Company and subject to the sales agent’s acceptance (the “2024 ATM program”). The sales agent is entitled to a commission of up to 3% of the gross proceeds from the sale of common stock sold under the 2024 ATM program. During the quarter ended March 31, 2025, the Company sold an aggregate of 620,444 shares of its common stock under the 2024 ATM program and realized an aggregate net proceeds of approximately $6.8 million. Approximately $23.2 million of the Company’s common stock remains available for sale under its 2024 ATM program, with $100,000,000 of capacity remaining under its 2024 Shelf Registration Statement for the issuance of Company securities.

Preferred Stock

The Company is authorized to issue up to 2,000,000 shares of preferred stock in one or more series without stockholder approval. The Company’s board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. Of the 2,000,000 shares of preferred stock authorized, the Company’s board of directors has designated (all with par value of $0.001 per share) the following:

During the quarter ended March 31, 2025, 45,000 shares of Series G preferred stock were converted which resulted in the issuance of 2,502,062 shares of common stock.

Restricted and Performance Stock Units

The Company has issued restricted stock units (“RSUs”) and performance stock units (“PSUs”) to certain employees and non-employee directors as compensation for services. The grant date fair value of the RSUs is based upon the fair value of the Company’s common stock on the date of the grant for RSUs that vest upon service or performance conditions. For RSUs that vest upon market conditions, the grant date fair value of RSUs is based upon a Monte-Carlo simulation model.

During the quarter ended March 31, 2024, the Company granted 283,333 RSUs to its executive officers with service based vesting conditions and a weighted average grant date fair value of $3.47 per share.

During the quarter ended March 31, 2025, the Company granted 1,274,750 RSUs to its executive officers, board of directors and employees with service based vesting conditions and a weighted average grant date fair value of $10.21 per share.

In addition to the RSUs noted above, during the quarter ended March 31, 2025, the Company issued 487,500 PSUs to its executive officers with market performance and service based vesting conditions and, as such, the grant date fair value of $11.79 was calculated using a Monte-Carlo simulation model. The following key assumptions were used to determine the fair value of the PSUs granted during the period:

Compensation expense related to these PSUs is recognized on a straight-line basis over the requisite service period, regardless of whether the market condition is ultimately satisfied.

As of March 31, 2025 and 2024, the Company has 1,861,036 and 366,235 outstanding RSUs and PSU, respectively. As of March 31, 2025, unrecognized compensation expense related to unvested RSUs and PSUs is $16,871,000, which will be recognized over a weighted average remaining period of 2.0 years at March 31, 2025.

Stock Options

During the three months ended March 31, 2025 no stock options were issued. During the three months ended March 31, 2024, the Company granted ten-year qualified and non-qualified stock options covering an aggregate of 1,911,167 shares of the Company’s common stock under the Amended and Restated 2019 Omnibus Stock Incentive Plan.

During the three months ended March 31, 2025, the Company issued 84,091 shares of common stock, upon the exercise of stock options. The Company realized net proceeds of $350,000 from this exercise with a weighted average exercise price of $4.17 per share. The aggregate intrinsic value amounted to $530,000 which was the difference between the exercise prices of the underlying options and the market prices of the common stock of the Company at the date of exercise.

As of March 31, 2025, there was approximately $5,176,000 in total unrecognized compensation expense related to stock options granted, which will be recognized over an expected remaining weighted average period of 1.3 years.

The Company uses the simplified method to calculate the expected term which takes into account the vesting term and the expiration date of the stock options. The expected term of the stock options granted to consultants, if any, is based upon the full term of the respective option agreements. The expected stock price volatility for the Company’s stock options is calculated based on the historical volatility of the Company’s stock price for the expected term. The expected dividend yield of 0% reflects the Company’s current and expected future policy for dividends on the Company’s common stock. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of the Company’s awards.

The total stock-based compensation expense recognized in the condensed consolidated statements of operations for the three months ended March 31, 2025, is as follows:

The following table represents the allocation of stock-based compensation expense by financial statement line item: