NOTE 13 - Stockholders’ Equity

March 2026 Private Placement

On March 1, 2026, the Company entered into a securities purchase agreement (the “March 2026 Private Placement”) with a newly appointed officer of the Company, David Wambeke, to issue and sell 166,666 shares of the Company’s common stock at a price per share equal to $4.02242. The March 2026 Private Placement closed on March 2, 2026 upon which the Company received gross proceeds in the amount of $670,400. Issuance costs in connection with the March 2026 Private Placement were nil.

August 2024 Private Placement

On August 1, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors (the “Purchasers”), pursuant to which the Company, in a private placement (the “2024 Private Placement”), agreed to issue and sell an aggregate of (i) 490,741 shares of the Company’s common stock and (ii) warrants to purchase an aggregate of 368,052 shares of common stock (the “PIPE Warrants”) at a purchase price of $5.40 per unit, consisting of one share and a PIPE Warrant to purchase 0.75 shares of common stock, resulting in total gross proceeds of approximately $2.65 million before deducting expenses. Issuance costs attributed to 2024 Private Placement amounted to approximately $0.2 million. The 2024 Private Placement closed on August 2, 2024.

The PIPE Warrants are exercisable beginning on the date of issuance, have an initial exercise price of $7.14 per share, subject to adjustment, and will expire on the third anniversary of the date of issuance. One of the Purchasers in the 2024 Private Placement included Paul Buckman, a director on the Company’s Board of Directors. In April 2025, the exercise price was reset to $2.79 upon the close of the April 2025 Financing for all of the PIPE Warrants, except for the PIPE Warrants to purchase 3,472 shares of common stock issued to a director on our Board of Directors for which the exercise price was reset to $5.26 per share.

The PIPE Warrants were accounted for and classified as liabilities on the accompanying condensed balance sheets given certain price reset provisions not used for a fair valuation under a fixed for fixed settlement scenario as required for equity balance sheet classification.  A Monte Carlo simulation model was used to estimate the aggregate fair value of the PIPE Warrants. Input assumptions used were as follows on March 31, 2026 and September 30, 2025: risk-free interest rate 3.65% and 3.55%, respectively; expected volatility of 94.2% and 94.5%; respectively; expected life of 1.34 years and 1.84 years, respectively; and expected dividend yield zero percent for both dates. The underlying stock price used was the market price as quoted on Nasdaq as of March 31, 2026 and September 30, 2025. The Company recorded the fair value change of the PIPE Warrants in the amount of $8,271 and a benefit of $(214,469) to the fair value change in warrant liability line item on the accompanying condensed statements of operations for the three and six months ended March 31, 2026, respectively. The Company recorded the fair value change of the PIPE Warrants in the amount of a $(390,351) benefit and a $(779,796) benefit to the fair value change in warrant liability line item on the accompanying condensed statements of operations for the three and six months ended March 31, 2025, respectively.

At-The-Market Offering

On December 21, 2022, the Company entered into a Capital on Demand^TM Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”) that created an at-the-market offering program (“ATM”) under which the Company may offer and sell common stock having an aggregate offering price of up to $14.5 million. JonesTrading is entitled to a commission at a fixed commission rate of up to 3% of the gross proceeds.

In 2023, the Company changed the amount of common stock that can be sold pursuant to the Sales Agreement to $4.8 million (including shares previously sold).  On April 3, 2025, we decreased the amount of common stock available under the ATM to zero, and August 15, 2025, we increased the amount of common stock that can be sold pursuant to the Sales Agreement to $6,750,000.

During the three and six months ended March 31, 2025, 59,314 shares of common stock were issued under the ATM for an aggregate offering price of $414,037. Issuance costs incurred under the ATM during the three and six months ended March 31, 2025 were $95,929. There were no shares issued out of the ATM during the three and six months ended March 31, 2026.

The total aggregate offering price and common stock issued since inception of the ATM Program through March 31, 2026 was $8,000,600 and 924,081 shares, respectively. Cumulative issuance costs incurred under the ATM Program through March 31, 2026 was $617,882, inclusive of deferred offering costs.

Warrant Activity and Summary 

The following table summarizes information about warrants outstanding as of March 31, 2026: