v3.26.1
Unit Purchase Options and Warrants
12 Months Ended
Dec. 31, 2025
Unit Purchase Options And Warrants  
Unit Purchase Options and Warrants

Note 15 – Unit Purchase Options and Warrants

 

The following table sets forth the activity of unit purchase options:

 

  

Number of

Unit Purchase

Options

  

Weighted

Average

Exercise

Price

 
Outstanding as of December 31, 2024   9   $92,160 
Issued   -    - 
Exercised   -    - 
Expired   (9)   (92,160)
Balance as of December 31, 2025   -   $- 

 

The following table sets forth the activity of warrants:

 

  

Number of

Warrants

  

Weighted

Average

Exercise

Price

 
Outstanding as of December 31, 2024   2,909   $3,302.35  
Issued   966,294    12.32  
Exercised   (8,341)   222.48  
Expired   (15)   141,312  
Balance as of December 31, 2025   960,847   $20.23  

 

The following table sets forth the activity of pre-funded warrants:

 

  

Number of

Pre-funded Warrants

  

Weighted

Average

Exercise

Price

 
Outstanding as of December 31, 2024   320   $0.15 
Issued   434,015    0.003 
Exercised   (7,962)   0.144 
Expired   -    - 
Balance as of December 31, 2025   426,373   $0.0005 

 

Jan 2025 Offering Warrants

 

On January 14, 2025, the Company consummated the Jan 2025 Offering, consisting of 9,455 units at an offering price of $1,008.00 per unit. The warrants are exercisable from and after the date of their issuance and expire on the five-year anniversary of such date, at an exercise price of $1,008.00 per share of common stock. Each January 2025 PFW was immediately exercisable at an exercise price of $0.144 per share and have been exercised in full as of the date hereof.

 

Also in connection with the Jan 2025 Offering, on January 13, 2025, the Company entered into a placement agency agreement with the Placement Agent, pursuant to which (i) the Placement Agent agreed to act as lead placement agent on a “best efforts” basis in connection with the Jan 2025 Offering, and (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 6.5% of the gross proceeds raised in the Jan 2025 Offering (or 5.0% in the case of certain investors) and the Jan 2025 Placement Agent Warrants to purchase up to 519 shares of common stock at an exercise price of $1,260.00 per share.

 

Warrant Inducement

 

On April 30, 2025, the Company entered into an inducement letter agreement (the “Inducement Letter Agreement”) with an institutional investor and existing holder (the “Holder”) of certain existing warrants (the “Existing Warrants”) to purchase up to 19,410 shares of the Company’s common stock. The Existing Warrants were originally issued on January 14, 2025, with an exercise price of $1,008.00 per share.

 

The issuance of the shares of common stock upon exercise of the Existing Warrants was registered pursuant to a registration statement on Form S-1 (File No. 333-283872), which was declared effective by the SEC on January 13, 2025.

 

Pursuant to the Inducement Letter Agreement, the Holder agreed to exercise the Existing Warrants for cash at the exercise price of $193.20 per share in consideration for the Company’s agreement to issue new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 5,823 shares of common stock at an exercise price of $193.20 per share. Following the approval by the Company’s stockholders of the issuance of common stock upon the exercise of the New Warrants on June 25, 2025 (such date, the “Stockholder Approval Date”). The New Warrants have a term of five years from the Stockholder Approval Date.

 

The New Warrants include a Share Combination Event Adjustment provision, which provides that if the lowest volume-weighted average price (“VWAP”) during the five consecutive trading days following a Share Combination Event (as defined in the New Warrants) is below the then-current exercise price, the exercise price will be reduced and the number of warrants will be proportionately increased.

 

Due to this provision, the New Warrants were classified as a derivative instrument. The Company determined the fair value of the warrants at issuance to be $736,896 using a Black-Scholes option pricing model. The fair value was subsequently remeasured at each reporting period, and as of December 31, 2025, was $70,453. The Company recognized a gain of $666,443 related to the change in fair value of the warrants for the year ended December 31, 2025.

 

On May 1, 2025, the Company issued 11,646 shares upon the exercise of the Existing Warrants. On May 5, 2025, the Company issued an additional 2,750 shares of common stock upon the exercise of additional Existing Warrants. The aggregate gross proceeds to the Company from the exercise of the Existing Warrants was approximately $927,102, before deducting offering expenses payable by the Company.

 

JAG Warrant

 

On August 13, 2025, pursuant to the JAG August Letter, the Company issued JAG a warrant to purchase up to 3,750 shares of the Company’s common stock at an exercise price of $80.00 per share, exercisable for five years from the date of issuance. On November 13, 2025, the Company reduced the exercise price on the JAG warrant from $80.00 per share to $30.00 per share pursuant to the JAG Nov Letter. See Note 11 – Notes Payable for additional information on the JAG August Letter and JAG Nov Letter.

 

December 2025 Private Placement Warrants

 

On December 2, 2025, the Company issued pre-funded warrants to purchase 426,373 shares of common stock at an exercise price of $0.0005 per share and warrants to purchase 946,746 shares of common stock at an exercise price of $8.45 per share (the “Dec 25 Warrants”) pursuant to the Dec 2025 Securities Purchase Agreement.

 

The December 2025 Warrants included a provision that prohibited the holder from exercising the warrants until the Company obtained stockholder approval to increase its authorized shares to a level sufficient to cover the underlying shares issuable upon exercise. Because the Company did not have sufficient authorized shares available at issuance, the December 2025 Warrants were classified as a liability.

 

The Company determined the fair value of the December 2025 Warrants at issuance to be $4,943,862 using a Black-Scholes option pricing model. Because the fair value of the warrants exceeded the $4,000,000 in net proceeds received from the December 2025 private placement, the Company recognized a loss on issuance of $943,862.

 

The fair value of the warrants was subsequently remeasured at each reporting period. As of December 31, 2025, the fair value was $1,810,625, and the Company recognized a gain of $3,133,236 related to the change in fair value of the warrants for the year ended December 31, 2025.

 

On December 2, 2025, the Company issued warrants to purchase up to 23,669 shares of common stock at an exercise price of $10.5625 per share pursuant to the Dec 2025 Placement Agency Agreement.

 

See Note 13 – Stockholders’ Equity for additional information on the Dec 2025 Private Placement.