Capitalization and Equity Transactions |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||
| Capitalization and Equity Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||
| CAPITALIZATION AND EQUITY TRANSACTIONS |
Common Stock
Our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of common stock with a par value of $0.0001 per share. As at March 31, 2026 and December 31, 2025, 29,788,040 and 29,445,183 shares of our common stock were issued and outstanding, respectively.
Preferred Stock
Our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of preferred stock with par value of $0.0001 per share. As at March 31, 2026 and December 31, 2025, shares of our preferred stock were issued and outstanding.
2024 Crowdfunding Offering
In May 2024, we launched a crowdfunding campaign pursuant to Regulation Crowdfunding with StartEngine as our registered platform. We were offering common stock to accredited and non-accredited investors with an offering price of $4.59. The offering closed on March 15, 2025. During the three months ended March 31, 2025, we sold 215,972 shares of common stock. Net proceeds from the offering for the three months ended March 31, 2025 were approximately $0.78 million.
2025 Regulation A+ Offering
On March 31, 2025, the SEC qualified our Regulation A+ offering with StartEngine as our registered platform. We were offering common stock to accredited and non-accredited investors with an offering price of $5.63. The offering closed on June 27, 2025, and we sold 83,610 shares of our common stock with par value of $0.0001 and received net proceeds of $0.3 million, net of offering costs and platform fees.
2025 Regulation D Offering
In March 2025, our Board authorized a private offering pursuant to Regulation D. We were offering common stock to accredited investors with a minimum investment of $100,000, an offering price of $4.59 per share and certain warrants with an exercise price of $0.005. The offering closed on June 27, 2025, and we issued 596,478 shares of our common stock and received gross proceeds of approximately $2.7 million. All the investors in this offering simultaneously exercised the warrants, and we issued 178,990 shares of our common stock upon exercise of warrants for cash proceeds of approximately $900.
On October 23, 2025, we issued 25,252 shares of common stock, in aggregate, to a director and an officer at the closing market price of $4.95 per share on October 23, 2025. The gross proceeds from the issuance of shares were approximately $0.1 million.
Shares Issued in Exchange for Advisory Services
In March 2025, we engaged Clear Street LLC (“Clear Street”) as an exclusive financial advisor for certain services, including advisory services, with respect to listing of our common stock on a registered stock exchange. As part of the engagement, we issued 54,466 shares of our common stock to Clear Street for advisory services amounting to approximately $0.25 million. The related expense was recorded as period cost in general and administrative expenses.
Warrant Grants, Exercises, Expirations and Modifications
In 2017, we issued warrants to a certain investor to purchase 47,620 shares of our common stock at an exercise price of $0.005. Upon conversion to a Corporation in 2018, the warrants were amended to purchase 47,620 shares of common stock with all other terms and conditions being unchanged. In 2025, the warrants were exercised and converted into 47,620 shares of our common stock.
In 2022, we issued warrants to a certain party, as success fee for issuance and conversion of convertible notes, to purchase 40,124 shares of our common stock at an exercise price of $3.25.
The fair value of the warrants issued in 2017 and 2022 was estimated on the grant date using the Black-Scholes option pricing model, and the related expense was recognized on the grant date as the warrants did not have a vesting period.
We evaluated the terms of the warrants issued in 2017 and 2022 and determined that they should be classified as equity instruments within additional paid-in capital.
Upon the Direct Listing, we issued warrants to certain investor under the Share Purchase Agreement (Note 5) to purchase 1,192,207 shares of our common stock at an exercise price of $5.03.
As of March 31, 2026, the following common stock warrants were outstanding:
The weighted-average exercise price of all outstanding warrants as of March 31, 2026 is $4.97. All outstanding warrants are exercisable by the holder by payment in cash of the stated exercise price per share or through cashless exercise. |
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