Note 9 - Stockholders' Equity and Common Stock Warrants |
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Text Block] |
9. Stockholders' Equity and Common Stock Warrants
Warrants
As of June 30, 2026, the Company had the following warrants outstanding to acquire shares of its common stock:
In July 2026, following the date of the unaudited condensed consolidated interim financial statements included in this Quarterly Report, the 2026 Pre-Funded Warrants were exercised in full cash, resulting in the issuance of 1,592,863 shares of common stock and aggregate proceeds to the Company of approximately $1,593.
May 2025 At-The-Market Offering
On May 12, 2025, the Company entered into the Sales Agreement with Leerink Partners LLC, as sales agent, pursuant to which the Company may offer and sell shares of common stock from time-to-time with an aggregate offering price of up to $50.0 million under an “at-the-market" offering program. During the three and six months ended June 30, 2025, the Company sold 550,000 shares of common stock to an institutional investor in a block sale for gross proceeds of $4.7 million before deducting $0.1 million of issuance costs. There was no activity related to the Sales Agreement during the three or six months ended June 30, 2026.
2026 Private Placement
On June 9, 2026, the Company entered into a securities purchase agreement with certain accredited investors for the private placement of an aggregate of 3,360,377 units at a purchase price of $3.14 per unit (or $3.139 per unit including a pre-funded warrant in lieu of common stock). Each unit consisted of share of common stock (or, in lieu thereof at the purchaser's election, pre-funded warrant to purchase one share of common stock) together with Series B warrant and Series C warrant to purchase share of common stock (or a pre-funded warrant in lieu thereof). Aggregate gross proceeds from the 2026 Private Placement were approximately $10.5 million, before deducting approximately $1.1 million of offering fees and expenses.
The 2026 Private Placement was completed on June 11, 2026. Based on investors' elections, at closing, the Company issued an aggregate of 1,767,514 shares of common stock and an aggregate of pre-funded warrants to purchase 1,592,863 shares of common stock. The Series B Warrants have an exercise price of $3.32 per share (or $3.319 per share if exercised for a pre-funded warrant), are immediately exercisable, and expire on June 11, 2031. The Series C warrants have an exercise price of $3.14 per share (or $3.139 per share if exercised for a pre-funded warrant), are immediately exercisable, and expire on June 11, 2027.
The investors in the 2026 Private Placement included Joshua Boger, PhD, the Chair of the Board of Directors of the Company, and trusts related to John Alam, MD, the Chief Executive Officer and a Director of the Company, and Sylvie Grégoire, PharmD, a Director of the Company, who purchased an aggregate of 1,369,426 units.
The net proceeds from the 2026 Private Placement were recorded within additional paid-in capital, with the common stock at its $0.001 par value. The 2026 Pre-Funded Warrants, Series B Warrants, and Series C Warrants were, in each case, classified as a component of stockholders’ equity within additional paid-in capital. Each class of warrants is equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) otherwise meet the equity classification criteria.
2026 Registered Direct Offering
On June 18, 2026, the Company entered into a securities purchase agreement with certain investors for a registered direct offering of 2,500,000 shares of common stock at a purchase price of $4.00 per share. Aggregate gross proceeds from the 2026 Registered Direct Offering were approximately $10.0 million, before deducting approximately $0.9 million of offering fees and expenses. In addition, as compensation, the Company issued warrants to purchase up to 150,000 shares of common stock (or pre-funded warrants above a beneficial ownership cap) to the placement agent in the 2026 Registered Direct Offering. The Placement Agent Warrants have an exercise price of $5.00 per share, are immediately exercisable, and expire on June 18, 2031. The Placement Agent Warrants are classified within stockholders' equity, and their issuance-date fair value of approximately $0.3 million, estimated using a Black-Scholes option-pricing model, was recorded as an additional cost of the offering through a charge to additional paid-in capital and an offsetting credit to additional paid-in capital, with no net effect on total stockholders' equity. The 2026 Registered Direct Offering was completed on June 22, 2026.
The net proceeds from the 2026 Registered Direct Offering were recorded within additional paid-in capital, with the common stock at its $0.001 par value. As the Placement Agent Warrants were issued to the placement agent as compensation for services rendered in connection with the 2026 Registered Direct Offering, they are accounted for under ASC 718 and are classified as a component of stockholders’ equity within additional paid-in capital. The warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) otherwise meet the equity classification criteria. |
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