13. Common, Preferred Stock and Warrants

At the Company’s annual meeting held on June 24, 2025, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase its authorized shares of common stock from 50,000,000 to 100,000,000. The amendment did not change any of the current rights and privileges of the Company’s common stock or its par value, and did not affect the number of shares of the Company’s common stock outstanding.

As of March 31, 2026 and December 31, 2025, the authorized capital stock of the Company included 100,000,000 shares of common stock, $0.0001 par value and 10,000,000 shares of preferred stock, $0.0001 par value. As of March 31, 2026 and December 31, 2025, there were 42,488,578 and 42,073,807 shares of common stock, respectively, $0.0001 par value, issued and outstanding.

Public offering July 2025

In July 2025, the Company completed the public offering of 4,501,640 shares of its common stock and warrants to purchase 2,250,820 shares of its common stock. The warrants were offered and sold at a rate of one warrant for every two shares of common stock purchased. The public offering price for each set of two shares of common stock and accompanying warrant to purchase one share of common stock was $3.11, yielding an effective price of $1.55 per share and $0.01 per warrant. Each warrant has an exercise price of $1.65 per share of common stock and was immediately exercisable on the date of issuance. The public offering resulted in gross proceeds to the Company of $7.0 million, which included $1.0 million in offering expenses, such as underwriter fees and legal, audit, and advisory costs, for net proceeds to the Company of $6.0 million. As of December 31, 2025, 1,146,821 public warrants were exercised resulting in the issuance of 1,146,821 shares of common stock and net proceeds of $1.9 million. In the first quarter ended March 31, 2026, 1,250 public warrants were exercised resulting in the issuance of 1,250 shares of common stock and additional net proceeds of $2 thousand.

Following completion of the public offering, the underwriter exercised the over-allotment option that was granted in connection with the public offering to purchase an additional 675,246 shares of common stock, and warrants to purchase 337,623 shares of common stock, which resulted in additional gross proceeds of $1.1 million, which included $0.1 million in offering expenses, such as underwriter fees, for net proceeds of $1.0 million.

The fair value of the shares of common stock and investor warrants issued in the offering has been recorded in additional paid-in capital and the totality of the gross proceeds has been allocated to the shares of common stock and investor warrants issued.

In connection with the public offering, the Company issued the underwriter warrants to purchase 362,382 shares of common stock at an exercise price of $1.94 per share as consideration for the services provided (the “2025 Underwriter Warrants”). The 2025 Underwriter Warrants will be exercisable for four and a half years commencing six months after the date of the underwriting agreement. The 2025 Underwriter Warrants provide for cashless exercise. The 2025 Underwriter Warrants were recorded within additional paid-in capital, as they represent compensation associated with the financing round, for $0.3 million.

The fair market value of the investor warrants and the 2025 Underwriter Warrants issued in connection with the public offering have been calculated using the Black-Scholes option pricing model. Below is a table that summarizes the assumptions that have been used in the calculation:

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At the market offering

In September 2024, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Oppenheimer & Co. Inc., serving as agent (“Oppenheimer”) with respect to an at-the-market (“ATM”) offering program (the “2024 ATM Program”). Under the 2024 ATM Program, the Company may offer and sell, from time to time at its sole discretion, shares of common stock having an aggregate offering price of up to $50.0 million. The Company will pay Oppenheimer a commission equal to 3.0% of the gross sales proceeds of any shares sold through Oppenheimer under the Distribution Agreement. For the three months ended March 31, 2026, the Company sold an aggregate of 184,662 shares of common stock at an average selling price of $2.39 per share under the 2024 ATM Program, raising gross proceeds of $0.4 million, which included $13 thousand of sales commissions for net proceeds of $0.4 million. Since the inception of the 2024 ATM Program and as of March 31, 2026, the Company has sold an aggregate of 8,632,469 shares of common stock at an average selling price of $2.59 per share under the 2024 ATM Program, raising gross proceeds of $22.4 million, which included $0.7 million of sales and commissions and $0.3 million in other offering expenses for net proceeds of $21.4 million.

Warrants

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Below is a summary of the Company’s issued and outstanding warrants as of March 31 2026:

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The following table summarizes the Company’s warrants activity for the three months ended March 31, 2026:

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