Convertible Notes with Warrants (November 2023 Financing) |
3 Months Ended |
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Mar. 31, 2025 | |
Convertible Notes with Warrants (November 2023 Financing) [Abstract] | |
Convertible Notes with Warrants (November 2023 Financing) | (8) Convertible Notes with Warrants
(November 2023 Financing) On November 21, 2023,
the Company issued (i) senior unsecured convertible notes in an aggregate
principal amount of $6,850,000, convertible into shares of common stock at a
conversion price of $1.18 per share, (ii) Series A Warrants to purchase up to
an aggregate of 5,805,083 shares of common stock at an exercise price of $1.18
per share, and (iii) Series
B Warrants, together with the Series A Warrants, and, together with the
convertible notes, to purchase up to an aggregate of 5,805,083 shares of common
stock at an exercise price of $1.475 per share. The financing
resulted in aggregate gross proceeds of $6,850,000, before $525,144 of
transaction costs. The
Notes accrue interest at a rate of 6.0% per annum, payable annually, in cash or
shares of common stock at the Company’s option, and mature on November 21,
2025, unless earlier converted or redeemed. In November 2024, the Company paid
$111,000 of accrued interest in cash and $300,000 accrued interest in common
stock, comprising 315,790 shares. The
Notes are convertible into shares of common stock at the election of the holder
at any time at an initial conversion price of $1.18. The Company has agreed not
to issue or sell any equity securities of the Company at a price below the
then-current conversion price for a period of 18 months after closing, subject
to certain exceptions. Beginning six months after issuance, the Company may
require holders to convert their Notes into conversion shares if the closing
price of the common stock exceeds $2.36 per share for 10 consecutive trading
days and the daily dollar trading volume of the common stock exceeds $1,000,000
per day during the same period and certain equity conditions described in the
Notes are satisfied. The Notes provide for certain events of default, whereby
each holder of Notes will be able to require the Company to redeem in cash any
or all of the holder’s Notes at a premium of 115%. The conversion feature did
not meet the requirements for separate accounting and is not accounted for as a
derivative instrument. The
Warrants The
Series A Warrants are exercisable immediately and expire five years from the
date of issuance. The Company has the right to call the exercise of the Series
A Warrants if the closing price of the common stock exceeds 200% of the Series
A Exercise Price for 10 consecutive trading days and the daily dollar trading
volume of the common stock exceeds $1,000,000 per day during the same period and certain equity conditions are satisfied. The Series B Warrants expired
in . The
Series A Warrants and Series B Warrants are classified as components of
permanent equity because they are freestanding financial instruments that are
legally detachable and separately exercisable from the shares of common stock
from which they are issued, are immediately exercisable, do not embody an
obligation for the Company to repurchase its shares, and permit the holders to
receive a fixed number of shares of common stock upon exercise. For the three months ended
March 31, 2025, the Company recognized total interest expense of $459,449, including
coupon interest expense of $102,750 and amortization of debt discount and
issuance costs of $356,699. For the three months ended March 31, 2024, the
Company recognized total interest expense of $361,522, including coupon
interest expense of $102,750 and amortization of debt discount and issuance
costs of $258,802. The Notes, net of unamortized discount costs was $5,762,927
and $5,406,228 as of March 31, 2025 and December 31, 2024, respectively. The
fair value of the convertible notes on March 31, 2025 and December 31, 2024,
calculated using a discounted cash flow analysis using level 3 inputs, was $6,589,007
and $6,493,720, respectively.
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