Stockholders' Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders' Equity | 7. Stockholders’ Equity The Company’s Amended and Restated Certificate of Incorporation was amended on March 30, 2026, to effect the March 2026 Reverse Split. Authorized Capital - As of June 30, 2026, the Company authorized 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, of which 2,500 were designated shares of Series C preferred stock. In March 2026, the Company sold 133,108 shares using the SEPA for proceeds of $0.7 million. For further information, see Note 8. On April 2, 2026, the Company sold in a registered offering (i) 1,028,788 shares of Common Stock, (ii) pre-funded warrants to purchase up to 1,243,940 shares of Common Stock, and (iii) warrants to purchase up to 2,272,728 shares of Common Stock. The combined public offering price for each share of Common Stock, together with an accompanying warrant to purchase one share of Common Stock, was $1.32, and the combined public offering price for each pre-funded warrant, together with an accompanying warrant to purchase one share of Common Stock, was $1.31999 (equal to the offering price, minus $0.00001, the exercise price of each pre-funded warrant). The exercisability of the warrants is subject to stockholder approval. The exercise price of the warrants is $1.32 per share. The net proceeds to the Company from the offering were approximately $2.5 million, after deducting placement agent fees and offering expenses payable by the Company. In connection with the offering, the Company issued to the placement agent (or its designees) warrants to purchase up to 159,091 shares of Common Stock, at an exercise price of $1.65 per share. The exercisability of these placement agent warrants is subject to stockholder approval. The placement agent warrants will expire five years from March 31, 2026. Except as provided above, the placement agent warrants will have substantially the same terms as the warrants.
On May 1, 2026, the Company entered into an At-The-Market Offering Agreement, or the Sales Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, pursuant to which the Company may offer and sell shares of its common stock having up to an aggregate sales price of up to $7.5 million, or the ATM Program. Any shares of common stock sold will be issued pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-284663). The Company will pay Wainwright compensation for sales of our common stock sold pursuant to the Sales Agreement of 3.0% of the gross proceeds of any shares of its common stock sold under the Sales Agreement. During the six months ended June 30, 2026, the Company sold 294,645 shares at an average price of $1.11 for net proceeds of $0.3 million utilizing its ATM Program.
On June 25, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Purchaser”) for a private placement offering (the “Offering”), pursuant to which the Company received gross proceeds of $3,000,000, before deducting placement agent fees and other offering expenses, in consideration of (i) pre-funded warrants in lieu of shares (the “Shares”) of the Company’s Common Stock to purchase up to 4,081,633 shares of Common Stock (the “Pre-Funded Warrants”), (ii) warrants to purchase up to 4,081,633 shares of Common Stock at an exercise price of $0.735 per share, which will be exercisable on or after the effective date of stockholder approval (the “Stockholder Approval Date”) of the issuance of the shares of Common Stock upon exercise of such warrants (the “Stockholder Approval”) and will expire 18 months from the later of the Stockholder Approval Date and the effective date (the “Effective Date”) of the resale registration statement registering the shares of common stock issuable upon exercise of such warrants (the “Short-term Warrants”) and (iii) warrants to purchase up to 4,081,633 shares of Common Stock at an exercise price of $0.735 per share, which will be exercisable on or after the Stockholder Approval Date and will expire 5 years from the later of the Stockholder Approval Date and the Effective Date (the “Long-term Warrants” and together with the Short-term Warrants, the “Warrants”) at a purchase price of $0.735 per share (the “Offering Price”) of Common Stock (or $0.73499 per Pre-Funded Warrant in lieu thereof (equal to the Offering Price, minus $0.00001, the exercise price of each Pre-Funded Warrant)) and associated Warrants. The exercisability of the Warrants is subject to stockholder approval as described below. The Offering closed on June 29, 2026. In addition, the Company issued warrants to purchase up to 285,714 shares of Common Stock at an exercise price of $0.9188 per share to the Placement Agent, or its designees (the “Placement Agent Warrants”), which have substantially the same terms as the Long-term Warrants described above except for the exercise price. The exercisability of the Placement Agent Warrants is subject to stockholder approval. |