v3.25.2
EQUITY
6 Months Ended
Jun. 30, 2025
EQUITY  
EQUITY

NOTE 6 - EQUITY

 

Preferred shares

 

The Company has authorized 69,445 shares of preferred stock with a par value of $0.001 per share.

 

As of June 30, 2025, and December 31, 2024, there were no shares of preferred stock issued or outstanding.

 

Common Shares

 

The Company has authorized 8,333,333 shares of Common Stock with a par value of $0.001 per share. Each share of Common Stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought.

 

As of June 30, 2025, and December 31, 2024, there were 704,425 and 567,582 shares of Common Stock issued and outstanding, respectively. 

 

On June 26, 2025, the “Company completed a private placement (the “Private Placement”) of (i) 136,843 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at $5.82 per share, (ii) pre-funded warrants to purchase 93,180 shares of Common Stock at an exercise price of $0.001 per Share (the “Pre-Funded Warrants”) at $5.819 per Pre-Funded Warrant, (iii) warrants to purchase 460,046 shares of Common Stock at an exercise price of $5.82 per share (the “$5.82 Warrants”), and (iv) warrants to purchase 230,023 shares of Common Stock at an exercise price of $10.00 per share (the “$10.00 Warrants”). The Pre-Funded Warrants, the $5.82 Warrants and the $10.00 Warrants are collectively referred to herein as the “Warrants” and the shares issuable upon such Warrants, the “Warrant Shares.”

Each Share or, at the election of the Purchaser in lieu of Shares, each Pre-Funded Warrant, was issued and sold along with two (2) $5.82 Warrants and one (1) $10.00 Warrant. The combined purchase price for the securities was (i) $6.195 per Share of Common Stock and three accompanying Warrants and (ii) $6.194 per Pre-Funded Warrant and three accompanying Warrants. The Private Placement closed on June 26, 2025 (the “Closing Date”).  Total gross proceeds were $1,425, net proceeds were $1,079 after transaction costs of $346. 

 

Warrants

 

A summary of activity of the warrants during the six months ended June 30, 2025, is as follows:

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

Number of

 

 

Weighted Average

 

 

Average

 

 

 

shares

 

 

Exercise Price

 

 

Life (years)

 

Outstanding, December 31, 2024

 

 

23,315

 

 

$67.50

 

 

 

0.79

 

Granted

 

 

783,249

 

 

 

6.36

 

 

 

5.00

 

Expired

 

 

-

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding, June 30, 2025

 

 

806,564

 

 

$8.12

 

 

 

4.85

 

 

The intrinsic value of the warrants as of June 30, 2025, is $5,416. All of the outstanding warrants are exercisable as of June 30, 2025.

 

2018 Equity Incentive Plan, as amended

 

On February 28, 2025, the number of shares available under the Company’s 2018 Equity Incentive Plan, as amended (the “2018 Plan”) was increased by 80,693 shares of Common Stock.

 

As of June 30, 2025, the 2018 Plan permits the Company to issue up to an aggregate of 335,564 shares of Common Stock of which 206,588 shares are available to be issued.

 

The following is a summary of stock option activity during the six months ended June 30, 2025:

 

 

 

Options Outstanding

 

 

Weighted Average

 

 

 

Number of

 

 

Weighted Average

 

 

Remaining life

 

 

 

Options

 

 

Exercise Price

 

 

(years)

 

Outstanding, December 31, 2024

 

 

128,976

 

 

$11.02

 

 

 

7.76

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited/canceled

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding, June 30, 2025

 

 

128,976

 

 

$11.02

 

 

 

7.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable options, June 30, 2025

 

 

54,629

 

 

$13.69

 

 

 

7.10

 

 

Valuation

 

The Company utilizes the Black-Scholes model to value its stock options.

 

During the six months ended June 30, 2024, the Company granted 40,676 options, valued at $299 of which 17,169 options, valued at $129, were for related parties. As of June 30, 2025, $671 remains unamortized, of which $463  is for related parties. The intrinsic value of options outstanding as of June 30, 2025, and December 31, 2024, is $526 and $0, respectively.