v3.26.1
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Preferred Stock
The Company has 10,000,000 shares of preferred stock authorized at a par value of $0.00001 with 5,500,000 being designated as Series A Convertible Preferred Stock. Of the 5,500,000 authorized shares of Series A Convertible Preferred Stock, 73,449 were issued and outstanding as of June 30, 2026. Each share of Series A Convertible Preferred Stock is convertible at any time into 10 shares of the Company’s common stock. The Series A Preferred Stock is the economic equivalent of the Company’s common stock but has no voting rights and is subject to a blocker which prohibits the conversion into common stock if it would result in the investor owning more than 4.99% of the Company’s outstanding common stock at such time.
Common Stock
The Company has 100,000,000 shares of common stock authorized at a par value of $0.00001.
In the six months ended June 30, 2025, the Company issued 302,386 shares of common stock upon the cashless exercise of prefunded warrants originally issued in a registered direct offering completed in October 2024. The Company did not receive any proceeds from the exercise of the prefunded warrants.
In April 2025, the Company entered into the ATM Agreement with BTIG, LLC (“BTIG”), pursuant to which the Company may offer and sell, from time to time in its sole discretion, shares of common stock having an aggregate offering price of $20.0 million through BTIG, as the Company’s sales agent. The Company is not obligated to make any sales of common stock under the ATM Agreement, and BTIG is not required to sell any specific number or dollar amount of shares. Subject to the Company’s request to sell shares of common stock, BTIG will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such shares on the Company’s behalf. The Company will pay BTIG a commission of 3% of the gross sales price of any shares of common stock sold through BTIG under the ATM Agreement and will reimburse BTIG for reasonable and documented out-of-pocket expenses incurred by BTIG, including the reasonable and documented fees and disbursements of counsel to BTIG, subject to specified caps.
Pursuant to the Company’s ATM Agreement, through June 30, 2026, the Company received an aggregate amount of approximately $4.8 million of gross proceeds from the sale of 3,946,875 shares of the Company’s common stock at an average price of approximately $1.22 per share. In connection with these sales, the Company incurred expenses of approximately $366,000, of which $80,000 remains unpaid at June 30, 2026. As of June 30, 2026, approximately $15.0 million of capacity remains available under the ATM Agreement; however, the amount the Company is permitted to raise in any 12-month period is limited based on its public float pursuant to SEC General Instruction I.B.6 of Form S-3. Accordingly, as of June 30, 2026, the Company cannot complete additional common stock sales due to this limitation. This amount is subject to adjustment based on increases in the Company’s public float and fluctuations in the Company’s stock price.
In September 2025, the Company entered into an ELOC Facility pursuant to a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $10.0 million of the Company’s common stock, subject to certain limitations. The Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $10.0 million of the Company’s common stock. Such sales of common stock by the Company, if any, are subject to certain limitations set forth in the purchase agreement, and may occur from time to time, at the Company’s sole discretion, over the 36-month period commencing on November 25, 2025, the date that the conditions to Lincoln Park’s purchase obligation set forth in the purchase agreement were satisfied. In connection with this agreement, in September 2025, the Company issued 147,682 shares of common stock valued at approximately $207,000 to Lincoln Park as a fee in advance of any sales pursuant to this ELOC Facility. Through June 30, 2026, the Company sold 4,852,318 shares of common stock for gross proceeds of approximately $5.9 million at an average price of approximately $1.21 per share. In connection with these sales, the Company incurred expenses of approximately $93,000 and non-cash expenses related to the commitment share issuance of approximately $207,000. As of June 30, 2026, approximately $4.1 million of capacity remains available under the ELOC Facility.
Dilutive securities are excluded from the diluted earnings per share calculation because their effect is anti-dilutive. As of June 30, 2026, 73,449 shares of preferred stock, 6,921,612 warrants, 969,334 options for shares of common stock, and 303,251 unvested RSUs were excluded from the calculation of net loss per share. As of June 30, 2025, 73,449 shares of preferred stock, 6,935,042 warrants and 938,927 options for shares of common stock were excluded from the calculation of net loss per share. For each of the three and six months ended June 30, 2026 and June 30, 2025, 274,286 pre-funded warrants issued in 2020 as consideration for services were included in the calculation of net loss per common share.
2022 Equity Incentive Plan
In November 2022, the Company’s Board of Directors adopted, and its shareholders approved, the 2022 Equity Incentive Plan (the “Plan”). The Plan provides for the granting of equity-based awards to employees, directors, and consultants. The Plan provides for equity-based awards including incentive stock options, non-qualified stock options, stock appreciation rights, performance share awards, cash awards and other equity-based awards. Awards are limited to a maximum term of 10 years, and any exercise prices shall not be less than 100% of the fair market value of one share of common stock on the grant date. The Plan authorized an initial maximum number of shares underlying awards of 900,000 with an automatic annual increase to an amount equal to 15% of the total number of shares outstanding as of the end of the preceding fiscal year. In October 2025, the Company’s stockholders approved an amendment to the Plan to increase the number of shares available for issuance under the Plan by 750,000. As of June 30, 2026, there are 1,005,890 awards authorized but unissued available under the Plan.
Stock Options
The following tables summarize the stock option activity for the six months ended June 30, 2026 and 2025:
Number of
Shares
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
Outstanding at December 31, 2025738,785$3.51 8.3$— 
Granted332,500$0.66 $17,076 
Exercised—$— 
Forfeited / canceled(101,951)$2.74 
Outstanding at June 30, 2026969,334$2.62 8.6$17,076 
Vested at June 30, 2026585,972$3.74 7.8$53 
Number of
Shares
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
Outstanding at December 31, 2024832,731$3.96 8.5$— 
Granted211,500$2.19 
Exercised—$— 
Forfeited / canceled(105,304)$3.84 
Outstanding at June 30, 2025938,927$3.57 8.3$— 
Vested at June 30, 2025637,226$3.87 7.9$— 
The fair value of options granted during the six months ended June 30, 2026 and 2025 was estimated using the Black-Scholes option pricing model based on the assumptions in the table below:
Six Months Ended June 30,
20262025
Expected dividend yield0%0%
Expected volatility
95% - 96%
94% - 96%
Risk-free interest rate3.7%
4.0% - 4.5%
Expected life (in years)
5.5 - 6.0
5.5
•Dividend yield – The Company does not expect to pay a dividend in the foreseeable future.
•Volatility – The trading volatility was determined by calculating the volatility of the Company’s peer group.
•Risk-free interest rate – This is the U.S. Treasury rate, having a term comparable to the expected life of the stock option.
•Expected life of options – The expected life of options granted to employees was determined using the simplified method.
The weighted-average grant-date fair value of options granted during the six months ended June 30, 2026 and 2025 was $0.52 and $1.67, respectively.
During the three and six months ended June 30, 2026, the Company recognized $61,341 and $137,306, respectively, of compensation expense related to stock options. During the three and six moths ended June 30, 2025, the Company recognized $177,905 and $478,193, respectively, of compensation expense related to stock options.
As of June 30, 2026, the total unrecognized compensation expense related to unvested stock options was approximately $227,000, which the Company expects to recognize over a weighted-average period of approximately 2.0 years.
Restricted Stock Units
The following table summarizes the RSU activity for the six months ended June 30, 2026:
Number of
Shares
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual
Term (Years)
Outstanding at December 31, 2025342,030$1.27 1.7
Granted—— 
Vested(10,786)1.27 
Forfeited / canceled(27,993)1.27 
Outstanding at June 30, 2026303,251$1.27 1.2
No grants were made during the six months ended June 30, 2025.
During the three and six months ended June 30, 2026, the Company recognized compensation expense related to RSUs of $47,306 and $96,809, respectively, of which $8,735 related to the immediate vesting of 10,786 shares in connection with the departure of an employee.
As of June 30, 2026, the total unrecognized compensation expense related to unvested RSUs was approximately $225,000, which the Company expects to recognize over a weighted-average period of approximately 1.2 years.
Stock Grants
In August 2025, the Company issued 168,465 shares of common stock to certain employees and consultants as awards granted under the Plan. Such shares had an average grant date fair value of $1.27. No such grants were made during the six months ended June 30, 2026.
Warrants
The following table provides details of the Company’s outstanding warrants as of June 30, 2026:
Exercise PriceExpirationNumber of Warrants
$0.00072030274,286
$1.2220365,000
$2.00 - $2.66
2026 - 2032
2,164,179
$3.36 - $4.16
2028 - 2029
1,842,807
$6.51 - $7.80
2026 - 2032
1,466,399
$8.12520281,443,227
7,195,898
Warrants Issued as Consideration for Services
As of June 30, 2026, the Company had 668,891 warrants to purchase shares of common stock outstanding, which had been issued in exchange for the receipt of services, with an average grant date fair value of $1.54 and weighted average remaining life of 4.1 years. During the three and six months ended June 30, 2026, the Company recognized $1,188 and $2,376, respectively, of compensation expense related to such service warrants.
As of June 30, 2026, there was $396 of unrecognized compensation expense related to unvested warrants to be recognized over 0.1 years.