v3.25.2
Common Stock Warrants
6 Months Ended
Jun. 30, 2025
Warrants and Rights Note Disclosure [Abstract]  
Common Stock Warrants

12. Common Stock Warrants

Historically, the Company has entered into warrant agreements in connection with certain consulting agreements and equity offerings. In August 2023, the Company implemented a 1-for-100 reverse stock split pursuant to which, per the terms of the agreements, the number of shares of common stock issuable upon exercise of each of the warrants outstanding at that time was reduced by dividing the quantity outstanding by 100 and the exercise price of each such warrant was multiplied by 100. No other terms of the warrants were changed as a result of the reverse stock split. Additionally, in March 2025, the Company implemented a 1-for-17 reverse stock split pursuant to which, per the terms of the agreements, the number of shares of common stock issuable upon exercise of each of the warrants outstanding at that time was reduced by dividing the quantity outstanding by 17 and the exercise price of each such warrant was multiplied by 17. No other terms of the warrants were changed as a result of the reverse stock split.

In July 2021, the Company entered into a consulting agreement, pursuant to which warrants to purchase 30 shares of common stock were granted and warrants to purchase an additional 30 shares of common stock were granted in November 2021. The warrants are exercisable upon issuance, have an exercise price of $1,768.00 per share and have a term of five years. The consulting agreement was effective as of February 2021, had an initial monthly fee of $5 thousand and a term of two years. The agreement was amended in May of 2022 to increase the monthly payment to $7.5 thousand. Currently, the agreement is automatically renewing on a month-to-month basis until terminated by either party. The warrant issuances are indexed to, and settled in, the Company’s own common stock and were classified within stockholders’ equity.

In November 2021, the Company issued warrants to purchase 102 shares of common stock to designees of ThinkEquity LLC (“ThinkEquity”), the underwriter of the Company’s initial public offering. The warrants may be exercised at any time on or after May 9, 2022, have an exercise price of $10,625.00 per share and have a term of five years. The warrant issuances are indexed to and settled in the Company’s own common stock and were classified within stockholders’ equity.

In February 2023, the Company issued warrants to purchase 589 shares of common stock to designees of ThinkEquity, the underwriter of the underwritten public offering of 11,765 shares of Company common stock that closed in February 2023. The designees paid an aggregate of $0.1 thousand for the warrants. The warrants may be exercised at any time on or after August 7, 2023, have an exercise price of $531.25 per share, and have a term of four years commencing 180 days following the commencement of sales in the offering. The warrant issuances were indexed to and settled in the Company’s own stock and were classified within stockholders’ equity.

In July and August 2023, the Company issued warrants to purchase an aggregate of 2,805 shares of common stock to Maxim, the placement agent for each of the three public offerings of the Company’s common stock completed during the period. The warrants are exercisable at any time beginning six months after the close of the applicable equity offering and expire five years from the commencement of sales under the applicable offering. Of the warrants issued in the offerings, 765 are exercisable beginning on January 11, 2024 at a price of $113.20 per share; 1,206 are exercisable beginning on January 19, 2024 at a price of $81.60 per share; and 781 are exercisable beginning on February 9, 2024 at a price of $83.64 per share.

In May 2024, in connection with the sale of 277,059 shares of common stock, the Company issued Series A Warrants to purchase an aggregate of 277,059 shares of common stock and Series B Warrants to purchase an aggregate of 415,589 shares of common stock to the purchasers of the stock. The warrants are exercisable upon issuance and have an exercise price of $14.45 per share. During the six months ended June 30, 2025, a total of 7,524 Series A Warrants were exercised for total proceeds of $109 thousand. All remaining outstanding Series A Warrants expired on May 13, 2025 and the Series B Warrants expire on May 14, 2029. Additionally, the Company issued warrants to purchase 11,083 shares of common stock to Maxim, the placement agent for the public offering of the Company’s securities. The placement agent warrants are exercisable at any time beginning six months after the closing date of the equity offering and expire five years from the from the commencement of sales under the offering.

The Company estimated the value of the warrants issued to the placement agent in May 2024 using the Black-Scholes options valuation model. The fair value of the warrants issued in February 2023 was $195 thousand and was recognized as issuance costs of the common stock issued in the underwritten public offering and was classified within stockholders equity. The fair value of the warrants issued in July and August 2023 totaled $168 thousand and was recognized as issuance costs of the common stock issued in the three offerings during the period and was classified within stockholders’ equity. The fair value of the warrants issued in May 2024 was $70 thousand and was recognized as issuance costs of the common stock issued in the public offering and was classified within stockholders’ equity as additional paid in capital.

In June 2025, in connection with the Initial Tranche Closing, the Company issued to the Investor warrants to purchase 61,287 shares of common stock. The warrants are exercisable upon issuance, have an initial exercise price of $3.85 per share and expire on June 30, 2030. Additionally, the Company issued warrants to purchase 10,000 shares of common stock to designees of Craft, the placement agent in connection with the Tranched Financing, as partial consideration for services rendered by Craft in connection therewith. The placement agent warrants are exercisable upon issuance, have an exercise price of $4.20 per share and expire on June 30, 2029.

The Company estimated the value of the warrants issued to the placement agent using the Black-Scholes options valuation model. The fair value was $36 thousand and was recognized as issuance costs of the Series B Preferred Stock issued in the offering and was classified within stockholders’ equity as additional paid in capital.

The fair value of the warrants issued to placement agents in 2025 and 2024 was estimated on the date of grant using the following assumptions:

 

 

 

2025

 

2024

 

 

Minimum

 

Maximum

 

Minimum

 

Maximum

Expected life (in years)

 

4.0

 

4.0

 

5.0

 

5.0

Expected volatility

 

187.8%

 

187.8%

 

118.6%

 

118.6%

Risk-free interest rate

 

3.79%

 

3.79%

 

4.50%

 

4.50%

Dividend yield

 

0%

 

0%

 

0%

 

0%

 

A summary of the Company’s outstanding warrants as of June 30, 2025 is as follows:

 

Class of Shares

 

Number of Warrant Shares

 

 

Exercise Price of Warrants

 

 

Expiration Date of Warrants

Common Stock

 

 

30

 

 

$

1,768.00

 

 

July 1, 2026

Common Stock

 

 

30

 

 

$

1,768.00

 

 

November 15, 2026

Common Stock

 

 

102

 

 

$

10,625.00

 

 

November 10, 2026

Common Stock

 

 

589

 

 

$

531.25

 

 

August 9, 2027

Common Stock

 

 

765

 

 

$

112.20

 

 

July 10, 2028

Common Stock

 

 

1,206

 

 

$

81.60

 

 

July 14, 2028

Common Stock

 

 

781

 

 

$

83.64

 

 

August 4, 2028

Common Stock

 

 

11,083

 

 

$

15.90

 

 

May 9, 2029

Common Stock

 

 

415,589

 

 

$

14.45

 

 

May 14, 2029

Common Stock

 

 

61,287

 

 

$

3.85

 

 

June 25, 2030

Common Stock

 

 

10,000

 

 

$

4.20

 

 

June 25, 2029

  Total

 

 

501,462

 

 

 

 

 

 

 

 

During the six months ended June 30, 2025, a total of 7,524 Series A Warrants were exercised for total proceeds of $109 thousand. There were no warrant exercises in the six months ended June 30, 2024.