v3.26.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders' Equity

7. Stockholders’ equity

 

Securities purchase agreements

 

On October 23, 2025, the Company entered into an Underwriting Agreement with Lucid Capital Markets, LLC (the “Underwriter”) relating to an underwritten public offering (the “October 2025 Offering”) of 4,181,818 shares of common stock, par value $0.0001 per share, for net proceeds of $20.3 million, after deducting placement agent commissions and other offering costs. In

addition, the Company issued its strategic advisor warrants to purchase 100,000 shares of common stock with an exercise price of $5.50 and an expiration date of October 2030.

 

On October 21, 2024, the Company entered into a securities purchase agreement with certain accredited investors, a majority of which were existing institutional stockholders of the Company, for the issuance and sale in a private placement of 1,379,314 shares of the Company's common stock (the "October 2024 Private Placement"). The offering resulted in net proceeds of $9.1 million, at a price of $7.25 per share of common stock, after deducting placement agent commissions and other offering expenses. Cash fees equal to 7% of the gross proceeds from the sale of securities in the offering and the Company issued its strategic advisor warrants to purchase 150,000 shares of common stock with an exercise price of $7.00 and an expiration date of November 2029.

On May 17, 2024, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Alzheimer's Drug Discovery Foundation (the "ADDF") for the issuance and sale in a private placement of 603,136 shares of the Company's common stock at a purchase price of $8.29 per share for net proceeds of $4.9 million.

 

 

Common Stock Warrants

 

During its evaluation of equity classification for the Company's common stock warrants, the Company considered the conditions as prescribed within ASC 815-40, Derivatives and Hedging, Contracts in an Entity’s own Equity. The conditions within ASC 815-40 are not subject to a probability assessment. The warrants do not fall under the liability criteria within ASC 480 Distinguishing Liabilities from Equity as they are not puttable and do not represent an instrument that has a redeemable underlying security. The warrants do meet the definition of a derivative instrument under ASC 815, but are eligible for the scope exception as they are indexed to the Company’s own stock and would be classified in permanent equity if freestanding. During the year ended December 31, 2025, 1,233 warrants were net share settled, resulting in the issuance of 83 shares of common stock.

 

Warrants outstanding and warrant activity (reflects the number of common shares as if the warrants were converted to common stock) for the year ended December 31, 2025 is as follows:

 

Warrant Type

 

Exercise Price Per Share

 

 

Expiration Date

 

Balance December 31, 2024

 

 

Warrants Granted

 

 

Warrants Exercised

 

 

Warrants Forfeited

 

 

Warrants Expired

 

 

Balance December 31, 2025

 

Common stock warrants issued to underwriters as compensation for IPO

 

$

6.25

 

 

December 2026

 

 

131,703

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

131,703

 

Common stock warrants issued to placement agent as part of the convertible promissory notes conversion

 

$

6.00

 

 

January 2028

 

 

182,407

 

 

 

-

 

 

 

(83

)

 

 

(1,150

)

 

 

-

 

 

 

181,174

 

Common stock warrants issued in connection with the Series A convertible preferred stock issued in 2020

 

$

9.15

 

 

December 2025

 

 

92,184

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(92,184

)

 

 

-

 

Common stock warrants issued as compensation for the 2023 Private Placement

 

$

7.58

 

 

December 2027

 

 

259,383

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

259,383

 

Common stock warrants issued as compensation for the October 2024 Private Placement

 

$

7.00

 

 

November 2029

 

 

150,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

150,000

 

Common stock warrants issued as compensation for the October 2025 Offering

 

$

5.50

 

 

October 2030

 

 

-

 

 

 

100,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

100,000

 

 

 

 

 

 

 

 

 

815,677

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

822,260