Stockholders' Equity |
6 Months Ended |
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Jun. 30, 2026 | |
| Stockholders’ Equity [Abstract] | |
| Stockholders' Equity |
Note 3 – Stockholders’ Equity
Series F Convertible Preferred Stock: As of June 30, 2026 and December 31, 2025, 27 shares and 127 shares of Series F convertible preferred stock remained outstanding, respectively (par value $0.0001 per share; authorized 18,000 shares). The conversion price was last adjusted to $13,895 following the 1-for-35 reverse stock split which was effectuated on June 25, 2026. See Note 4 in our Annual Report on Form 10-K for the year ended December 31, 2025, for a description of the terms, anti-dilution provisions, and historical issuances. Series F-1 Convertible Preferred Stock: As of June 30, 2026 and December 31, 2025, 34 shares of Series F-1 convertible preferred stock remained outstanding. These shares were issued in exchange for Series F shares held by our former CEO in June 2025. See Note 4 in our Annual Report on Form 10-K for the year ended December 31, 2025, for further details.
Common Stock and Warrants: During the three months ended June 30, 2026, the Company completed a public offering on June 8, 2026 that raised aggregate gross proceeds of approximately $6.0 million before placement agent fees and offering expenses. The offering included shares of common stock, pre-funded warrants, and accompanying Series C warrants (the “Series C Warrants”) and Series D warrants (the “Series D Warrants”). See below for additional details regarding this transaction and the earlier January 2026 private placement and warrant inducement. January 2026 Private Placement and Warrant Inducement Offer (“January 2026 Transaction”): In January 2026, the Company completed a private placement (the “January 2026 PIPE”) and warrant inducement transaction (the “January 2026 Warrant Inducement”) with Armistice Capital Master Fund Ltd. that generated aggregate gross proceeds of approximately $5.1 million (before deducting placement agent fees and other offering expenses of approximately $0.7 million), resulting in net proceeds to the Company of approximately $4.4 million. The transaction included the issuance of pre-funded warrants, common stock purchase warrants, and inducement warrants (recorded in equity), as well as placement agent warrants. All warrants issued in the January 2026 transaction were classified as equity instruments. At-The-Market Offering: We maintain an ATM agreement with Ladenburg Thalmann & Co. Inc. (entered September 3, 2025), under which we may sell common stock from time to time. As of June 30, 2026, we had sold 23,227 shares for net proceeds of approximately $2.99 million. 1,284 shares for net proceeds of approximately $55,000 were sold under the ATM during the three months ended June 30, 2026. See Note 4 in our Annual Report on Form 10-K for the year ended December 31, 2025, for a description of the agreement terms.
June 2026 Stock Offering: On June 8, 2026, the Company announced the closing of its public offering of 54,381 shares of its common stock, pre-funded warrants to purchase 517,047 shares of common stock, (in each case with accompanying Series C Warrants to purchase up to 1,714,293 shares of common stock and Series D Warrants to purchase up to 571,437 shares of common stock with gross proceeds of approximately $6.0 million (before deducting placement agent fees and other offering expenses of approximately $1.1 million), resulting in net proceeds to the Company of approximately $4.9 million (the “June 2026 Financing”). The public offering price per share of common stock and accompanying warrant is $10.50 per share and accompanying warrants, and the public offering price per pre-funded warrant and accompanying warrants is $10.4965 per pre-funded warrant and accompanying warrants. Each pre-funded warrant has an exercise price of $0.0035 per pre-funded warrant and was immediately exercisable. The Series D Warrants have an exercise price of $10.50 and are exercisable for a period of five years following the receipt of stockholder approval and authorized share increase, which the Company, as required by the applicable rules and regulations of Nasdaq, received on July 24, 2026. The Series C Warrants contain a one-time reset of the exercise price in the event that the Company implemented the 2026 Reverse Stock Split (as defined below) equal to the greater of: (i) 20% of the combined public offering price per share of common stock and accompanying warrants in the offering and (ii) the lowest daily volume weighted average price for the five trading days immediately following the date of the implementation of the 2026 Reverse Stock Split. After the reverse stock split was effectuated on June 25, 2026, the lowest daily volume weighted average price during the applicable five-trading-day period was $3.02. Pursuant to the terms of the Series C Warrants, which provide for a 10% discount to such VWAP, the reset exercise price of the Series C Warrants was set at $2.72 per share. The Series D Warrants include a zero-cash exercise option allowing holders of a Series D Warrant the right to receive, without payment of any additional cash to the Company, an aggregate number of shares equal to the number of shares of common stock that would be issuable upon a cash exercise of such Series D Warrants.
The Series C Warrants and Series D Warrants offered in the June 2026 Financing were determined to be classified as a liability on the condensed consolidated balance sheet. An independent valuation of the warrants was performed and reviewed with management. The Series C Warrants were valued using the Monte Carlo Simulation Model utilizing US Treasury Rates, Volatility rates, common stock price and assumptions around date and likelihood of a reverse split exercise price adjustment and fundamental transaction. The Series D Warrants were valued using the common stock price given the zero-exercise price. The valuation at issuance was $11.0 million and at June 30, 2026, was $6.6 million, representing a warrant liability decrease of $4.4 million from issuance. The $4.4 million warrant liability decrease from issuance has been reported on the condensed consolidated statement of operations as a “Change in fair value of warrant liability”. The warrant valuation of $11.0 million exceeded the gross proceeds of $6.0 million. Accordingly, the warrant valuation exceeded the gross proceeds and the difference was recorded as ‘Day 1 interest’. You will find this difference, along with other issuance costs (discounts, legal, printing) reported on the condensed consolidated statement of operations as “Financing expense”. In a concurrent private transaction, we agreed to reduce the exercise price of up to 102,243 outstanding common stock warrants expiring between August 4, 2030 and February 9, 2031, to the public offering price (“Repriced Warrants”). Other than the reduction in exercise price, the terms of the Repriced Warrants remain the same and unchanged. The exercise of the Repriced Warrants was subject to the approval of the Company’s stockholders, which was received on July 24, 2026. See Note 10 – Subsequent Events below for additional disclosures. Reverse Stock Split: On June 19, 2025, the Board approved a reverse stock split of the Company’s issued and outstanding shares of common stock (the “2025 Reverse Stock Split”) which became effective on July 3, 2025, and our common stock began trading on a post-split basis. On August 4, 2025, the Company’s stockholders approved a proposal to amend the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its outstanding common stock at a ratio in the range of to , to be determined at the discretion of the Board. On June 25, 2026, the Company effectuated a (1-for-35) reverse stock split of its issued and outstanding shares of common stock (the “2026 Reverse Stock Split”). The 2026 Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on June 25, 2026, and the Company’s common stock began trading on a split-adjusted basis when the market opened on June 26, 2026. When the 2026 Reverse Stock Split became effective, every thirty-five shares of the Company’s issued and outstanding common stock (and such shares held in treasury) automatically converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the conversion of the Company’s outstanding shares of preferred stock and the exercise of all outstanding stock options, restricted stock units, and warrants to purchase shares of common stock, as well as the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that was created as a result of the 2026 Reverse Stock Split was rounded down to the next whole share, and the stockholder received cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company’s common stock as reported on Nasdaq on the last trading day before the 2026 Reverse Stock Split became effective. All share and per-share amounts have been retroactively adjusted to reflect both reverse stock splits for all periods presented.
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