v3.25.1
Note 9 - Stockholders' Equity and Common Stock Warrants
3 Months Ended
Mar. 31, 2025
Notes to Financial Statements  
Equity [Text Block]

9. Stockholders' Equity and Common Stock Warrants

 

April 2024 Private Placement

 

On April 1, 2024, pursuant to and in accordance with the terms of a securities purchase agreement with certain purchasers named therein, the Company completed the 2024 Private Placement of an aggregate of 2,083,262 common shares, 2,532,285 Series A Warrants and 449,023 Pre-Funded Warrants. The aggregate upfront gross proceeds from the 2024 Private Placement were approximately $50.0 million, before deducting approximately $3.6 million of offering fees and expenses.

 

The Pre-Funded Warrants and Series A Warrants were classified as a component of stockholders’ equity within additional paid-in capital. The Pre-Funded Warrants and Series A Warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria.

 

Warrants

 

As of March 31, 2025, the Company had the following warrants outstanding to acquire shares of its common stock:

   

Outstanding

   

Range of exercise

price per share

 

Expiration dates

Historical Diffusion common stock warrants

    33,386    

$44.55

- $98.48  

May 2025 through February 2026

Historical EIP common stock warrants

    43,618     $19.81  

April 2028

Series A common stock warrants

    2,532,285     $39.24  

April 2027

      2,609,289          

 

February 2024 Pre-Funded Warrant Exercise

 

On February 26, 2024, following the effectiveness of an amendment eliminating certain beneficial ownership limitations set forth therein, 499,995 previously outstanding pre-funded warrants to purchase common stock issued in connection with the closing of the Merger were exercised in full by the holder thereof pursuant to the cashless exercise provision of the pre-funded warrants. Upon exercise, 36 shares were withheld in lieu of a cash payment of the exercise price and the holder was issued 495,959 shares of common stock.

 

December 2024 Pre-Funded Warrant Exercise

 

On December 11, 2024, 449,023 Pre-Funded Warrants to purchase common stock issued in connection with the closing of the 2024 Private Placement were exercised in full by the holder thereof pursuant to the cashless exercise provision of the Pre-Funded Warrants. Upon exercise, 45 shares were withheld in lieu of a cash payment of the exercise price and the holder was issued 448,978 shares of common stock.