v3.26.1
Stockholders' Equity
 3 Months Ended
Mar. 31, 2026
Stockholders’ Equity [Abstract]  
Stockholders' Equity
Note 3 – Stockholders’ Equity
 
Series F Convertible Preferred Stock: As of March 31, 2026 and December 31, 2025, 27 shares and 127 shares of Series F convertible preferred stock remained outstanding, respectively (par value $0.0001 per share; authorized 18,000 shares). The conversion price was last adjusted to $397.00 following the 2025 reverse stock split. See Note 4 in our Annual Report on Form 10-K for the year ended December 31, 2025, for a description of the terms, anti-dilution provisions, and historical issuances.
 
Series F-1 Convertible Preferred Stock: As of March 31, 2026, 34 shares of Series F-1 convertible preferred stock remained outstanding. These shares were issued in exchange for Series F shares held by our CEO in June 2025. See Note 4 in our Annual Report on Form 10-K for the year ended December 31, 2025, for further details.
 
Common Stock and Warrants: During the three months ended March 31, 2026, the Company completed a private placement and related warrant inducement transaction that raised aggregate gross proceeds of approximately $5.0 million before placement agent fees and offering expenses.
 
January 2026 Private Placement and Warrant Inducement Offer(“January 2026 Transaction”): On January 29, 2026, the Company entered into a securities purchase agreement with Armistice Capital Master Fund Ltd. (“Armistice”) for a private placement (the “Private Placement”) in which it issued (i) 994,537 pre-funded common stock purchase warrants (“Pre-Funded Warrants”) to purchase up to 994,537 shares of common stock at an exercise price of $0.0001 per share and (ii) 1,989,074 common stock purchase warrants (“Private Placement Common Warrants”) to purchase up to 1,989,074 shares of common stock at an exercise price of $2.84 per share, for a combined purchase price of $3.09 per Pre-Funded Warrant and accompanying warrants. The transaction generated approximately $3.1 million in gross proceeds.
 
Simultaneously, the Company entered into a warrant inducement offer letter with Armistice (the “Inducement Offer”) pursuant to which Armistice exercised its remaining outstanding Series A and Series B warrants (issued June 2025) and Series I and Series II warrants (issued November 2024) (collectively, the “Existing Warrants”) to purchase 623,585 shares of common stock at a reduced exercise price of $2.84 per share. In connection with the exercise, the Company issued new common stock purchase warrants (“Inducement Warrants”) to purchase up to 1,247,170 shares of common stock (200% of the shares issued upon exercise of the Existing Warrants) at an exercise price of $2.84 per share. The Inducement Offer generated approximately $2.0 million in gross proceeds.
 
As compensation to the exclusive placement agent, Ladenburg Thalmann & Co. Inc., the Company issued warrants to the placement agent (the “Agent Warrants”) to purchase up to 48,544 shares of common stock at an exercise price of $5.0985 per share. The Agent Warrants have substantially the same terms as the Private Placement Common Warrants and Inducement Warrants and expire on January 29, 2031.
 
All warrants issued in the January 2026 transactions (Pre-Funded Warrants, Private Placement Common Warrants, Inducement Warrants, and Agent Warrants) were determined to be freestanding financial instruments that qualify for equity classification under ASC 480 and ASC 815-40. Accordingly, they are recorded in stockholders’ equity. The Company allocated the net proceeds from the Private Placement on a relative fair value basis using the Black-Scholes option pricing model and recorded all direct and incremental issuance costs (including the 8.0% cash placement agent fee, expense reimbursement, and the fair value of the Agent Warrants) as a reduction of additional paid-in capital. The modification of the Existing Warrants was accounted for as an equity transaction, with any incremental fair value recognized as an equity issuance cost. No derivative liabilities were recorded, and no further remeasurement is required.
 
Key Black-Scholes valuation inputs (January 29, 2026):
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Current stock price: $4.19
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Expected volatility: 148.1%
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Expected term: 5.0 years
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Risk-free interest rate: 3.80%
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Expected dividend yield: 0%
 
The following table summarizes the warrants issued in the January 2026 transactions that remain outstanding as of March 31, 2026:
 
               
Warrant Type
  
Shares Underlying
    
Exercise Price
    
Fair Value
 
Expiration Date
Status
Pre-Funded Warrants
  819,296   $0.0001   $4.19 
Upon full exercise
Outstanding
Private Placement Common Warrants
  1,989,074   $2.84   $3.887 
January 30, 2031
Outstanding
Inducement Warrants
  1,247,170   $2.84   $3.887 
5 years from resale registration effective date
Outstanding
Agent Warrants
  48,544   $5.0985   $3.779 
January 29, 2031
Outstanding
Total shares potentially issuable upon exercise of January 2026 warrants: 4,104,084 (subject to applicable beneficial ownership limitations). The shares underlying these warrants have been registered for resale.
 
In addition to the January 2026 activity, as of March 31, 2026, 6,268 Series B warrants remained unexercised with a fair value of approximately $6,583 (classified as warrant liabilities). See Note 5 – Fair Value of Financial Instruments for additional warrant valuation details.
 
Issuance of Common Stock and Stock Options in Connection with Rendiatech Acquisition: On March 17, 2026, the Company completed its asset acquisition of Rendiatech, Inc. (“Rendiatech”), an Israeli corporation formed to acquire certain assets of RenalSense Ltd. following its bankruptcy. As partial consideration for the acquisition, the Company issued 150,000 shares of its common stock to the sellers. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and were recorded at fair value based on the closing price of the Company’s common stock on the acquisition date. The issuance is reflected in the condensed consolidated statements of stockholders’ equity as an increase in common stock issued and outstanding and additional paid-in capital.
 
In addition, as part of the consideration, the Company granted stock options to purchase up to 30,000 shares of common stock to certain individuals associated with the sellers, with terms set forth in separate option agreements consistent with the Company’s 2021 Inducement Plan (or other applicable equity plan). These options are subject to vesting conditions as outlined in the Securities Purchase Agreement and will be accounted for as stock-based compensation expense over the respective service periods.
 
The equity securities issued in connection with the Rendiatech asset acquisition are subject to a six-month lock-up period from the closing date, during which the recipients may not offer, sell, or otherwise dispose of such securities, subject to certain customary exceptions. See Note 10 – Asset Acquisitions for additional information regarding the acquisition, including the total consideration transferred and the preliminary purchase price allocation.
 
At-The-Market Offering: We maintain an ATM agreement with Ladenburg Thalmann & Co. Inc. (entered September 3, 2025), under which we may sell common stock from time to time. As of March 31, 2026, we had sold 768,535 shares for net proceeds of approximately $2.9 million. No shares were sold under the ATM during the three months ended March 31, 2026. See Note 4 in our Annual Report on Form 10-K for the year ended December 31, 2025, for a description of the agreement terms.
 
Reverse Stock Split: All share and per-share amounts have been retroactively adjusted to reflect the 2025 one-for-42 reverse stock split effective July 3, 2025. See Note 4 in our Annual Report on Form 10-K for the year ended December 31, 2025, for details.