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SHAREHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 5 – SHAREHOLDERS’ EQUITY

 

Common Stock

 

At the Market (ATM) Offering

 

As referenced in Note 4 above, in January 2026, in conjunction with the Company’s shelf registration statement on Form S-3, the Company filed a prospectus supplement for the sale of up to $4,500 of common stock pursuant to an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright and Co., LLC (the “Placement Agent”). Under the ATM Agreement, the Placement Agent will be entitled to 3.0% of the gross proceeds of any sales made under the ATM Agreement. As a result of the ATM offering, during the six months ended June 30, 2026, the Company raised gross proceeds of $392 through the sale of 601,947 shares of its common stock. Net proceeds were $374 after the amortization of associated deferred offering costs.

 

Common Stock Issued for Cash Upon Closing of the Company’s Private Financing

 

On January 14, 2025, the Company entered into a securities purchase agreement (“SPA”) and registration rights agreement with an investor for the sale and issuance of 2,500,000 units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of a pre-funded warrant to purchase one share of common stock, exercisable for $0.001 per share, and a common warrant to purchase one and one half shares of common stock (an aggregate of 3,750,000), exercisable at $1.399 per share. On January 16, 2025, the Company closed on the sale of the Pre-Funded Units for a total purchase price of $3,500 (or $1.40 per Pre-Funded Unit). Net proceeds received by the Company relating to the financing and subsequent exercise of prefunded warrants was $3,058.

 

The pre-funded warrants have an exercise price of $0.001 per share and are immediately exercisable and will expire when exercised in full. The common warrants have an exercise price of $1.40 per share, became exercisable six months from the date of issuance and will expire five and a half years from the issuance date. During the six months ended June 30, 2025, the investor exercised 2,500,000 shares of the pre-funded warrants and as of June 30, 2025, there were no pre-funded shares remaining unexercised.

 

Common Stock Issued for Cash Upon Exercise of the Company’s Equity Line of Credit (ELOC)

 

During the three and six months ended June 30, 2025, in connection with the ELOC agreement with Helena, the Company sold 510,000 shares of its common stock to Helena for net proceeds of $210. The shares were issued to Helena during the six months ended June 30, 2025.

 

Adoption of the 2023 Equity Incentive Plan

 

In July 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”). Under the 2023 Plan, the Company may grant incentive stock options to employees, including employees of any parent or subsidiary, and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock compensation to employees, directors and consultants, including employees and consultants of the Company’s affiliates. As approved, a total of 1,650,000 shares of common stock were initially reserved for issuance under the 2023 Plan. As of December 31, 2025, a total of 877,395 shares remained available for issuance under the 2023 Plan, respectively.

 

On May 7, 2026, the Company’s Board of Directors approved, and unanimously recommended the Company’s stockholder approve, (i) increasing the number of shares of common stock available for awards under the 2023 Plan by an additional 5,000,000 shares and (ii) adopting an evergreen provision by which the number of reserved shares of common stock available for issuance will automatically increase on January 1, 2027 and on each subsequent January 1 through and including January 1, 2033, in an amount equal to 5% of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year or an amount as may be decided by the Board. On June 29, 2026, the Company’s shareholders approved adding these provisions to the 2023 Plan, which were added pursuant to Amendment No. 1 to the 2023 Plan. As of June 30, 2026, a total of 6,650,000 shares of the Company’s common stock were reserved for issuance under the 2023 Plan and a total of 5,877,395 shares remained available for issuance under the 2023 Plan.

 

 

Grant of Restricted Stock Units (RSUs)

 

The following table summarizes restricted common stock activity during the six months ended June 30, 2026:

 

  

Number of Restricted Shares

   Fair Value  

Weighted Average Grant Date Fair Value

 
Unvested, December 31, 2025   772,605    813    1.05 
Granted   —    —    — 
Vested   —    (518)   — 
Forfeited   —    —    — 
Unvested, June 30, 2026   772,605   $295   $1.05 

 

During the six months ended June 30, 2026 and 2025, the Company recorded $518 and $153, respectively, of stock compensation-related expense for the fair value vesting of restricted common stock. As of June 30, 2026, $295 of unamortized compensation remained.

 

Stock Warrants

 

The table below summarizes the Company’s warrant activities for the six months ended June 30, 2026:

 

  

Number of Warrant Shares

  

Exercise Price Range Per Share

  

Weighted Average Exercise Price

 
             
Balance, December 31, 2025   4,281,038    0.40 - 4.80    1.48 
Granted   —    —    — 
Cancelled   —    —    — 
Exercised   —    —    — 
Forfeited/Expired   —    —    — 
Balance, June 30, 2026   4,281,038   $0.40 – 4.80   $1.48 
Vested and exercisable, June 30, 2026   4,281,038   $0.40 – 4.80   $1.48 

 

The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2026:

 

    Warrants Outstanding   Warrants Exercisable 

Range of Exercise Prices

  

Number Outstanding

  

Average Remaining Contractual Life (in years)

  

Weighted Average Exercise Price

  

Number Exercisable

  

Average Remaining Contractual Life (in years)

  

Weighted Average Exercise Price

 
                          
$0.40 - 0.46    17,850    3.92   $0.46    17,850    3.92   $0.46 
 1.23 - 2.40    4,154,688    3.52    1.40    4,154,688    3.52    1.40 
 4.80    108,500    3.25    4.80    108,500    3.25    4.80 
$0.40 - 4.80    4,281,038    3.51   $1.48    4,281,038    3.51   $1.48 

 

There were no warrant grants during the six months ended June 30, 2026. In addition, there was no intrinsic value for warrant shares outstanding as of June 30, 2026.