Stockholders' Equity |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders’ Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY
The Company’s authorized capital is 250,000,000 shares, of which (1) 200,000,000 shares are common stock, par value $0.0001 per share and (2) 50,000,000 shares are preferred stock, par value $0.0001 per share, which may, at the sole discretion of the Company’s board of directors, be issued in one or more series.
Reverse Stock Split
On April 9, 2026, the Company’s board of directors approved a one-for-forty (1:40) reverse stock split of the Company’s issued and outstanding shares of common stock. The Reverse Stock Split became effective on April 27, 2026, and the Company’s common stock began trading on a split-adjusted basis on Nasdaq on April 28, 2026.
Preferred Stock
On December 30, 2025, the Company and the Purchasers have entered into the Agreement pursuant to which the Purchasers have agreed to purchase an aggregate of 6,875 shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Shares”) for an aggregate purchase price of $800 per Series C Preferred Share for aggregate gross proceeds of $5,500,000.00. The Series C Preferred Shares are convertible into shares of common stock, par value $0.0001 per share (the “Common Stock”).
Pursuant to that certain Placement Agency Agreement, dated as of December 30, 2025, by and between the Company and E.F. Hutton & Co. (“EF Hutton”), the Company paid EF Hutton a cash fee of 4.0% of the aggregate gross proceeds plus reimbursement of certain expenses and legal fees. The Company incurred offering costs of approximately $415,000, resulting in net proceeds of approximately $5,085,000.
During the six months ended June 30, 2026, all Series C Preferred Shares were converted to 1,192,819 common shares pursuant to the terms of conversion. As at June 30, 2026, there were no Series C Preferred Shares available for future conversion. Underwritten Offering
On July 23, 2025, the Company entered into an underwriting agreement with WestPark (the “Underwriter”), pursuant to which the Company agreed to issue and sell, in an underwritten public offering, an aggregate of 142,862 securities, consisting of (i) 37,067 shares of Common Stock, and (ii) pre-funded warrants to purchase up to 105,795 shares of Common Stock, at an exercise price of $0.004 per share. The securities were sold at a public offering price of $28 per share (or $27.99 per pre-funded warrant), for gross proceeds of $3,999,574, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The pre-funded warrants are immediately exercisable until such time as the pre-funded warrants are exercised in full. The offering closed on July 25, 2025.
As part of its compensation for acting as Underwriter for the offering, the Company paid the Underwriter a cash fee of 4.0% of the aggregate gross proceeds plus reimbursement of certain expenses and legal fees. The Company incurred offering costs of approximately $419,983 and settled non-offering related legal fees of approximately $93,837, resulting in net proceeds of approximately $3,485,754.
Private Placement Offering
On July 31, 2025, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), an aggregate of 38,997 securities, comprised of (i) 6,685 shares of Common Stock at a purchase price of $44.88 per Share, and (ii) pre-funded warrants to purchase up to 32,312 shares of Common Stock at a purchase price of $44.88 per Share, for aggregate gross proceeds of $1,749,998, before deducting placement agent fees and other offering expenses. The pre-funded warrants are immediately exercisable until such time as the pre-funded warrants are exercised in full. The Private Placement closed on August 4, 2025. The Company incurred offering costs of approximately $100,000, resulting in net proceeds of approximately $1,649,998.
On May 8, 2026, the Company entered into the securities purchase agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement, an aggregate of 488,281 securities, comprised of (i) 85,202 shares of Common Stock at a purchase price of $5.12 per Share, and (ii) 403,088 pre-funded warrants to purchase up to 403,088 shares of Common Stock at a purchase price of $5.1199 per Pre-Funded Warrant (equal to the per Share purchase price less $0.0001), for aggregate gross proceeds of $2,500,000, before deducting placement agent fees and other offering expenses. Each Pre-Funded Warrant is exercisable immediately upon issuance for one share of Common Stock at an exercise price of $0.0001 per share and will remain exercisable until exercised in full. The offering closed on May 11, 2026.
Stock Options
There were options exercised during the six months ended June 30, 2026 and the year ended December 31, 2025.
Warrants
Underwriter Warrants
In connection with the Company’s underwriting agreement with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”) and the representative of the Company’s IPO underwriters, the Company entered into a warrant agreement to purchase up to 113 shares of common stock to several affiliates of ThinkEquity (the “Underwriter Warrants”). The Underwriter Warrants are exercisable at a per share exercise price of $8,000.00 and are exercisable at any time and from time to time, in whole or in part, during the four- and one-half year period commencing 180 days from the effective date of the IPO registration statement. The Underwriter Warrants became exercisable on or after December 16, 2021 (six months from the effective date of the offering) and expire on June 15, 2026. Upon issuance of the Underwriter Warrants, as partial compensation for its services as an underwriter, the fair value of approximately $0.4 million was recorded as equity issuance costs in the year ended December 31, 2021. As of June 30, 2026, the Underwriter Warrants that had a weighted average exercise price of $8,000.00 per share have expired unexercised. Lender Warrant
In connection with the loan agreement entered into with Western Alliance Bank (the “Lender”) on August 13, 2021, the Company issued a warrant (the “Lender Warrant”) to the Lender to purchase 16 shares of common stock of the Company. The Lender Warrant is exercisable at a per share exercise price of $6,400.00 and is exercisable at any time on or after August 13, 2021 through August 12, 2031. The Company determined that the Lender Warrant was equity classified. As of June 30, 2026, the Lender Warrant had not been exercised, and had a weighted average exercise price of $6,400.00 per share and a remaining weighted average time to expiration of 5.12 years.
A summary of total warrant activity during the six months ended June 30, 2026 is as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||